U.S.
Securities and Exchange Commission


Washington,
D.C. 20549







FORM
10-K







[X]
            Annual
      Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934
      for the Fiscal Year Ended December 31,
2008





[
       ]
            Transition
      Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934
      for the Transition Period from _______ to
  _______




Commission File
Number:001-10559







CHINA
INTERNATIONAL TOURISM HOLDINGS, LTD.


(Exact
name of small business issuer as specified in its charter)







NEVADA
              65-1021346(State
      or other jurisdiction of
              (IRS
      Employer Identification No.)incorporation
      or organization)




Suite 910, Yi An Plaza, 33
Jian She Liu Road, Guangzou, P.R.China 510000


(Address
of principal executive offices)





(8629)
8436-8561


(Issuer's
telephone number)







SecuritiesRegistered Pursuant
to Section 12(b) of the Act:


Common
Stock


Par
Value: 0.0001





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.


Yes
[x]                                No
[  ]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 if
Regulation S-K (229.405 of this Chapter) is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy of
information statements incorporated by reference in Part III of this Form 10-K
or any amendments to this Form 10-K.


Yes
[  ]                                No
[x]




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer
             ̈Non-accelerated
      filer
             ̈(Do
      not check if a smaller reporting company)Accelerated
      filer
             ̈Smaller
      reporting company
            þ








Indicate
by check mark whether the registrant is a shell company (as defined in rule
12b-2 of the exchange act).


Yes
[  ]                                No
[X]





The
Registrant’s revenue for its fiscal year ended December 31, 2008 was
$253,398.





The
aggregate market value of the voting stock on April 8, 2009 (consisting of
Common Stock, $0.0001 par value per share) held by non-affiliates was
approximately $83,524 based upon the most recent sales price for such Common
Stock on said date ($0.40). On April 8, 2009, there were 245,026 shares of our
Common Stock issued and outstanding, of which approximately 208,811 shares were
held by non-affiliates.





Number of
shares of common stock outstanding as of April 8, 2009: 
245,026







Table of Contents




DOCUMENTS
INCORPORATED BY REFERENCE





None





CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING INFORMATION




The
discussion contained in this 10-K under the Securities Exchange Act of 1934, as
amended, contains forward-looking statements that involve risks and
uncertainties. The issuer's actual results could differ significantly from those
discussed herein. These include statements about our expectations, beliefs,
intentions or strategies for the future, which we indicate by words or phrases
such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the
Company believes," "management believes" and similar language, including those
set forth in the discussions under "Notes to Financial Statements" and
"Management's Discussion and Analysis or Plan of Operation" as well as those
discussed elsewhere in this Form 10-K. We base our forward-looking statements on
information currently available to us, and we assume no obligation to update
them. Statements contained in this Form 10-K that are not historical facts are
forward-looking statements that are subject to the "safe harbor" created by the
Private Securities Litigation Reform Act of 1995.




2




TABLE OF CONTENTSPART I:Item
      1.
                                                                                                Business
                                                                                                4Item
      1A.
                                                                                                Risk
      Factors
                                                                                                8Item
      1B.
                                                                                                Unresolved
      Staff Comments
                                                                                                13Item
      2.
                                                                                                Properties
                                                                                                13Item
      3.
                                                                                                Legal
      Proceedings
                                                                                                14Item
      4.
                                                                                                Submission
      of Matters to a Vote of Security Holders
                                                                                                14PART II:Item
      5.
                                                                                                Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                                                                                14Item
      6.
                                                                                                Selected
      Financial Data
                                                                                                16Item
      7.
                                                                                                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                                                                16Item
      7A.
                                                                                                Quantitative
      and Qualitative Disclosures About Market Risk
                                                                                                19Item
      8.
                                                                                                Financial
      Statements and Supplementary Data
                                                                                                20Item
      9.
                                                                                                Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                                                                                34Item
      9A.
                                                                                                Controls
      and Procedures
                                                                                                34Item
      9A(T).
                                                                                                Controls
      and Procedures
                                                                                                34Item
      9B.
                                                                                                Other
      Information
                                                                                                35PART III:Item
      10.
                                                                                                Directors,
      Executive Officers and Corporate Governance
                                                                                                36Item
      11.
                                                                                                Executive
      Compensation
                                                                                                38Item
      12.
                                                                                                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                                                                                38Item
      13.
                                                                                                Certain
      Relationships and Related Transactions, and Director
      Independence
                                                                                                40Item
      14.
                                                                                                Principal
      Accounting Fees and Services
                                                                                                41PART IV:Item
      15.
                                                                                                Exhibits,
      Financial Statement Schedules
                                                                                                42SIGNATURES:
                                                                                                
                                                                                                43




3
 Table of Contents




ITEM 1. BUSINESS





HISTORY





As used
in this Annual Report, the terms "we", "us", "our," the “Registrant,” “CINH” and
the "Company" means, China International Tourism Holdings, Ltd., a Nevada
corporation, formerly known as Dark Dynamite, Inc., NCI Holdings, Inc., Vector
Holding, Inc., and prior to June 26, 2002, Vector Aeromotive Corporation. These
terms also refer to our subsidiary corporation, Shanxi Kai Da Lv You Gu Wen You
Xian Gong Si ("Kai Da"), a corporation organized under the laws of the Peoples’
Republic of China (“Kai Da”) acquired in August 2005.





On April
8, 2003, the Company, under prior management, retroactively approved the sale of
its 100% interest in Bestfoodonline.com, Inc. (“Bestfood”) to Miami Venture
Capital for $10, effective as of December 30, 2002. The purpose of the
disposition was to further streamline us by eliminating any lingering management
issues, liabilities and other complications which may have involved Bestfood.
The sale of Bestfood to MVC also provides further separation from our former
president. Bestfood was considered by new management to be a burden on us and
was not considered a viable operating company with any substantive beneficial
future prospects for us. We were thus without significant operations for the
year ended December 31, 2003.





On March
15, 2004, Jared Gold assumed the role of president, director, and C.E.O. Gold
gained a controlling interest in us as a result of exchanging his 100% interest
in Black Chandelier, Inc., for 70,000,000 shares (35 post-reverse split shares)
of our restricted common stock, which constituted approximately 96% of the
issued and outstanding shares of common stock at the time of
issuance.





The
acquisition of Black Chandelier was the first in a series of planned
transactions designed to grow us into a multifaceted lifestyles company.
Commensurate with this goal, we underwent a series of changes including the name
change from NCI Holdings, Inc., to Dark Dynamite, Inc.





On
October 3, 2005, we transferred a total of 4,990,000 shares of convertible
preferred stock to Kai Da and/or the Kai Da shareholders for $495,000, less
related expenses, and issued 100,000 new shares of common stock to Kai Da and/or
the Kai Da shareholders in exchange for all of their shares of registered
capital of Kai Da, which then became a wholly-owned subsidiary. After the
closing, Kai Da and/or the Kai Da shareholders converted 1,600,000 of the
4,990,000 shares of Convertible Preferred Stock purchased into 40,000,000 shares
of common stock, and transferred all of the 40,100,000 shares of common stock
issued to them at the closing, pursuant to trust arrangements established under
Chinese law, on a pro rata basis and in a Regulation S offering, to
approximately 3,601 shareholders of Shanxi E Pang Gong Tourism Development Co.,
Ltd. (“E Pang Gong”), a limited liability company organized under the laws of
the Peoples’ Republic of China. E Pang Gong controls the leasehold interest and
certain improvements associated with the E Pang Gong Theme Park in Xi’An, China.
The E Pang Gong Theme Park and related improvements is the subject of a
management contract with Kai Da, pursuant to which Kai Da manages the Theme Park
assets and earns most of its revenues.





Mr.
Richard Surber transferred approximately 4.9 million shares of convertible
preferred stock, we issued 100,000 common shares to Kai Da and Mr. Surber
received the $495,000 in cash. Mr. Surber did not contribute a portion of this
consideration to us.





On March
17, 2005, we approved and submitted for filing with the Nevada Secretary of
State’s Office a Certificate of Change Pursuant to NRS 78.209 to carry out a
reverse stock split of our common stock on a one (1) for one thousand (1,000)
basis. This action reduced the number of authorized shares of common stock from
Five Billion (5,000,000,000) to Five Million (5,000,000), par value $0.0001 per
share. All fractional shares that resulted from the reverse split are rounded up
to the next whole share. The effective date of the stock split was March 28,
2005.




4
 Table of Contents





On August
29, 2005, we filed an Amendment to its articles of incorporation increasing the
number of authorized shares of our Common Stock from 5,000,000 to 1,000,000,000,
with a $0.0001 par value per share. The number of preferred shares authorized
will remain at 5,000,000, with a $0.01 par value per share. Upon the filing of
the Amended Articles of Incorporation, we were authorized to issue 1,000,000,000
shares of common stock, $0.0001 par value per share.





On
November 21, 2005, we approved and submitted for filing with the Nevada
Secretary of State’s Office a Certificate of Change Pursuant to NRS 78.209 to
carry out a reverse stock split of our common stock on a one (1) for four (4)
basis. This action reduced the number of authorized shares of common stock from
One Billion (1,000,000,000) to Two Hundred Fifty Million (250,000,000), par
value $0.0001 per share. All fractional shares that resulted from the reverse
split were rounded up to the next whole share.





On April
1, 2006, we executed an agreement between us and Diversified Holdings X, Inc.
("DHX"), a Nevada corporation, pursuant to which we agreed to sell our ownership
of Black Chandelier, Inc. to DHX.




Pursuant
to and at the closing of the agreement, which occurred as of April 1, 2006, DHX
tendered a cash purchase price of $100 as well as assumption of certain
liabilities in exchange for all outstanding shares of Black Chandelier, Inc.
held by us. As a result of the transactions consummated at the closing, the
purchase and issuance gave DHX a 'controlling interest' in Black Chandelier,
Inc., and Black Chandelier was no longer our wholly-owned
subsidiary.





Black
Chandelier retained the obligation for all liabilities to third parties and held
all rights to receivables as of the date thereof, the parties expressly agreed
that all liabilities and receivables between us and Black Chandelier were
extinguished by the parties through this agreement and Black Chandelier hereby
released us from any third party liabilities arising out of Black Chandelier’s
operations. DHX assumed any liabilities that may arise after
closing.





SUBSEQUENT
EVENT





On
February 17, 2009, China International Tourism Holdings, Ltd., entered into a
transfer & change of control agreement with Ms. Wanwen Su and Mr. Ming Lei.
Pursuant to the terms and conditions of this agreement, the Ms. Su acquired from
Mr. Lei 2,636,000 shares of preferred stock of the Company and received a “controlling interest”
in the Company.





On
February 18, 2009, our Board of Directors adopted a resolution approving a two
hundred to one reverse split of our issued and outstanding Common Stock. The
reverse split combines our outstanding Common Stock on the basis of 200
outstanding shares being changed to 1 outstanding share. Each shareholder’s
percentage ownership in the Company (and relative voting power) will remain
essentially unchanged as a result of the reverse split. The reverse split was
effective on April 3, 2009, and the ticker symbol of our Common Stock was
changed to “CINH” accordingly.





The
new management and new board of directors of the Company feel that pursuing
other business opportunities will be the best plan of action for the Company,
and hope to move in a different direction from the theme park and resort
business. As of this filing, we still operate in the theme park and resort
business.





BUSINESS DESCRIPTION OF THE
ISSUER




After the
acquisition of Kai Da, management changed our primary business into theme park
management and travel related services. Accordingly, we changed our name to
China International Tourism Holdings Ltd. We contract and operate the Theme Park
of Qin E Pang Gong (“Theme Park”) through Shanxi Kai Da Lv You Gu Wen You
Xian Gong Si (“Kai Da”), our wholly owned subsidiary in China. The Theme Park
was built up next to the historical address of E Pang Gong, the most prestigious
and largest palace in Chinese history built for Qin Shi Huang, the first emperor
in the Qin dynasty over 2,200 years ago. E Pang Gong was burned down during the
war and became a legend as well as the subject of numerous historical books. In
1994, the historical address of E Pang Gong was appraised by United Nations
Educational, Scientific and Cultural Organization ("UNESCO") as one of the
wonders in the ancient world due to the size of the palace and the degree of
preservation. The current theme park was built imitating the original palace
based on historical records and legends, covering approximately 5.59 million
square feet consisting of several building structure, including the Front
Palace, Qihe River, Magnetic Gate, Heaven Tower, Earth Temple, Lan-Chi Palace
and the Shang-Lin Garden. Management believes it’s a significant achievement to
be able to display such a famous and grand palace to the domestic and
international communities. It is believed to be one of the more important
historical sites in China.




5
 Table of Contents





In
addition to our Theme Park management, we also manage Six-state Hot Spring
Resort, one of the components of Theme Park business, which is located inside
the Theme Park and built in an ancient Chinese style to match the Theme
Park.





THEME PARK
BUSINESS




The Theme
Park is located in a suburban area of Xi'an city, approximately 30 minutes away
from downtown Xi'an. The city recently completed an upgrade of the road
infrastructure called 'the Western 3rd Beltway'
which enables our customers to travel a more direct and convenient route from
the city. Xi'an has been the capital (under various names) of 13 dynasties in
ancient China, including the Zhou, Qin, Han, the Sui dynasty, and the Tang.
Xi'an is also renowned for being the eastern terminus of the Silk Road and for
the location of the Terracotta Warriors, made during the Qin Dynasty. The city
has more than 3,100 years of history. The abundant cultural heritage is an
attraction to a large number of domestic residents and international visitors.
In 2007, there were approximately 1,000,000 people from oversea visiting Xi'an,
increased by 15.31% compared to 2006.




As an
important component to show China's culture in the Qin Dynasty, the Theme Park
is popular to tourists, similar to the famous Qin Shi Huang’s Terra-cotta
Warriors and Horses Museum, the Mausoleum of Qin Shi Huang. The Theme Park hosts
a different atmosphere from a museum in that it is interactive and engaging for
our customers. We utilize music and dance as a means to deliver the history of
the site. The theme park was built as a 'to-scale' replica of the original
palace based on the most reliable historical records and written legends,
covering approximately 5.59 million square feet and consisting of several
different structures such as the Front Palace, Qihe River, Magnetic Gate, Heaven
Tower, Earth Temple, Lan-Chi Palace and Shang-Lin Garden. Each part has its own
significance, which is interpreted by a series of dancing shows, such as the
Ceremony for Qin Shi Huang’s Coronation, Departure of the Warriors, Battle of
Unification, Assassination of JingKe, etc.





In
addition, we are developing another brand new large-scale outdoor Dinner Show
Program for the culture of Qin Dynasty, which will be performed in the Front
Palace area of the Theme Park. The Dinner Show will be designed as an opera and
will reintroduce the Qin Dynasty dancing and songs from over 2,200 years ago.
All the songs will be conducted by music professional familiar with the history
of the site. During the show, we will provide tourists with a dinner of
traditional Chinese cuisine. As of December 31, 2007, the music and the story
book for the dinner show were completed. We hope to transform the Theme Park
beyond the educational and historical aspects to also include a multi-function
entertainment center.




RESORTS
BUSINESS




The
Six-state Hot Spring Resort (the “Resort”) is located inside the Theme Park and
built in an ancient Chinese style to match the Theme Park. The Resort includes
six sections, with approximately 187 suites, 1 conference room with the capacity
to hold more than 600 persons, 7 middle-size conference rooms, 7 two-story
buildings, 1 ballroom for 800 persons and 15 small-size banquet rooms. All the
buildings are surrounded by gardens and some of them are connected by covered
corridors.





As is the
case in many theme parks, it’s convenient for tourists to take a rest following
their visit. In addition, the unique style and elegant surroundings give the
Resort a special allure for meetings and events that leave a lasting impression.
From small meeting rooms to grand-scale conference centers, we bring to every
event a dedicated focus and unbridled enthusiasm. Whether our clients are
planning a company strategy session, an intimate cocktail party or a celebratory
banquet, they can enjoy the facilities of the Resort and always have our
undivided attention.




6
 Table of Contents
  PROPOSED LOGISTIC
BUSINESS
  Pursuant to the transfer & change
of control agreement, which was discussed on Page 5, Ms. Su, our President, is
going to execute a plan of exchange with ChengkaiLogistic Company(“Chengkai”), a corporation organized
under the laws of the Peoples’ Republic of China (“PRC”). As a result of the
transaction, Chengkai will become our wholly owned subsidiary, and Kai Da will
be vended out simultaneously. A current report on Form 8-K to disclose the
details of the transaction will be filed on or before April 20,
2008.
  Chengkai
was incorporated in the PRC on October 19, 2004 as a limited liability company,
with registered capital of approximately $1,200,000 as of December 31, 2007.
Chengkai has one affiliate company, GuangZhou Chengkai Trading Co., of which
Chengkai owns a 10% equity interest. Chengkai is located in Guangzhou City, one
of the largest commercial bases in China, and a booming transportation hub due
with easy access to railroad, highway, and rivers. Chengkai has two logistic
centers located in Baiyun Airport and the Huangpu Xingang Port in Guangzhou
City, Guangdong Province, China.
  Chengkai
specializes in logistical services for car manufacturers, car components, food
assortments, chemicals, paper, and machinery in China. The services cover
various aspects of transportation management, including logistical planning,
import and export management, electronic customs declaration systems, supply
chain planning, transporting products from ports to warehouses or vice versa,
organization of transportation, and storage and distribution of products.
  Chengkai’s
customers include international companies and domestic enterprises in China from
various industries. Their clients from the automobile industry include Rolls
Royce Automobile Accessories, Mercedes Benz Automobile Accessories, Peugeot
Automobile Accessories, BMW Automobile Accessories, and Nissan Automobile
Accessories.  Their electronic industries clients include IBM Electronics
and Creator Corporation China. Chengkai’s chemical industries clients include
Korean LG Chemical Engineering Company, French Rhodia
Chemical Company, Spanish Caster Rubber Company, and Korean Dongsung
Chemical Co., Ltd. Chengkai’s customer base has been increasing at a rapid pace,
especially within the Food Industry, Paper Industry, Mechanical Industry,
Garment Industry, Furniture Industry and Daily Commodity
Industry.


GOVERNMENT
REGULATION





Since the
historical address of E Pang Gong was appraised as culture heritage, its
preservation needs to comply with the corresponding laws, rules, regulations and
ordinance to preserve the cultural heritage in the People’s Republic of China.
Although we do not foresee any change in existing regulations, if changes should
occur, we believe that it can adapt to such new regulations and that those
changes would not have any significant effect on our revenues or current
operations. However, no assurance can be made that compliance or failure to
comply with future regulations will not have a materially adverse effect on the
business, our operating results or financial condition. However, in certain
circumstances, such as in a new or start-up business activity, it may not be
possible to predict with any degree of accuracy the impact of governmental
regulations. The inability to ascertain the effect of government regulations on
prospective business activities will make our business a higher risk
enterprise.





Competition





The Theme
Parks and resorts compete with all other forms of entertainment, lodging,
tourism and recreational activities, many of which will have a competitive edge
over us by virtue of their stronger financial resources and prior experience in
business. The profitability of the leisure-time industry is influenced by
various factors which are not directly controllable, such as economic
conditions, amount of available leisure time, oil and transportation prices and
weather patterns. We believe our theme parks and resorts benefit substantially
from our reputation in the tourism industry for excellent quality and E Pang
Gong’s special position in Chinese history. In addition, the status as a
reporting public entity could give us a competitive advantage over privately
held entities having a similar business objective in forming strategic
partnerships with Chinese companies which have significant growth
potential.




7
 Table of Contents





Employees




We have
approximately 193 full-time employees to operate the Theme Park and the Resort,
of which 35 persons are on the management team. The other positions include
waiters, waitresses, landscapers, maids, security, cleaners, and so on. All the
artists for the shows are subject to their respective performance
contracts.




Reports to Security
Holders




We are
not required to deliver an annual report to security holders and will not
voluntarily deliver a copy of the annual report to security holders. If we
should choose to create an annual report, it will contain audited financial
statements. We intend to file all required information with the SEC. We plan to
file our 10-K, 10-Q, and all other forms that are or may become applicable with
the SEC.




The
public may read and copy any materials that are filed by us with the SEC at the
SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The
Public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The statements and forms filed by us with the
SEC have been filed electronically and are available for viewing or copy on the
SEC maintained Internet site that contains reports, proxy and information
statements, as well as other information regarding issuers that file
electronically with the SEC. The Internet address for this site can be found
at http://www.sec.gov.




ITEM 1A. RISK FACTORS





There are
many factors that affect our business, operating results and financial
conditions, many of which are beyond its control. The following is a description
of the most significant factors that might cause the actual results of
operations in future periods to differ materially from those currently expected
or desired.





Our
success depends on our ability to attract and retain key employees in order to
support our existing business and future expansion.





We are
actively recruiting qualified candidates to fill key executive positions within
the Company. There is substantial competition for experienced personnel. We will
compete for experienced personnel with company who have substantially greater
financial resources than we do. If we fail to attract, motivate and retain
qualified personnel, it could harm our business and limit our ability to be
successful. In addition, we depend upon the expertise and execution of our key
employees. We do not maintain insurance policies on any of our
employees.





Our
auditors have expressed doubt about our ability to continue as a going concern.
If we do not generate substantial revenue from our new relationships and are
also unable to obtain capital from other resources, we will significantly
curtail our operations or halt them entirely.




Historically,
we have been dependent on financings to fund our development and working capital
needs. As of December 31, 2008, we had only $19,333 in cash and cash
equivalents. Accordingly, if we do not develop any new projects, we would have
to continue to severely diminish our operations or halt them entirely. The
opinion of our auditors contains an explanatory paragraph regarding our ability
to continue as a going concern.




Possible issuances of our capital
stock would cause dilution to our existing shareholders.




While we
currently have approximately 245,026 shares of common stock outstanding, we are
authorized to issue up to 250,000,000 shares of common stock. Therefore, we will
be able to issue a substantial number of additional shares without obtaining
shareholder approval. In the event we elect to issue additional shares of common
stock in connection with any financing, acquisition or otherwise, current
shareholders could find their holdings substantially diluted, which means they
will own a smaller percentage of our company.




8
 Table of Contents




Certain
shareholders control a substantial portion of our outstanding common
stock.




Our chief
executive officer owns a significant portion of the outstanding shares of our
preferred stock and Ms. Wanwen Su has the option to convert her 2,636,000 shares
of preferred stock to common stock at a rate of 25 to 1 (65,900,000 shares of
common stock). Accordingly, she will be able to influence the election of our
directors and thereby influence or direct our policies.




No
dividends have been paid on our common stock.




To date,
we have not paid any cash dividends on our common stock and we do not expect to
declare or pay dividends on the common stock in the foreseeable future. In
addition, the payment of cash dividends may be limited or prohibited by the
terms of any future loan agreements.





We
may not be able to continue to compete effectively in the future.





We expect
the persisting increase in competition to continue to have an adverse effect on
our business, liquidity, financial condition and results of
operations.  In addition, the constraints on our liquidity have
limited our ability to invest our operating cash flow in improvements to our
parks and address the aging of our facilities, which may affect our ability to
compete.  Public perception of our declining liquidity, financial
condition and results of operations, in particular with regard to our potential
failure to meet our debt obligations, may result in additional decreases in cash
client revenues (particularly those associated with longer term client
contracts) and increases in client attrition.  In addition, if
liquidity problems persist, our suppliers could refuse to provide key products
and services in the future.  Continuing liquidity concerns could also
negatively affect our relationship with employees by decreasing productivity and
increasing turnover.





Competitors
could copy our business model and erode our market share, brand recognition and
profitability.





We cannot
assure you that our competitors will not attempt to copy our business model, or
portions thereof, and that this will not erode our market share and brand
recognition and impair our growth rate and profitability. In response to any
such competitors, we may be required to decrease our membership fees, which may
reduce our operating margins and profitability.





We
have significant operations concentrated in a certain geographic area, and any
disruption in the operations of our center in this area could harm our operating
results.





Any
prolonged disruption in the operations of our center, whether due to technical
difficulties, power failures or destruction or damage to the center as a result
of a natural disaster, fire or any other reason, could harm our operating
results. In addition, our concentration in this market increases our exposure to
adverse developments related to competition, as well as economic and demographic
changes in these areas.




Factors
impacting attendance—local conditions, events, natural disasters, disturbances
and terrorist activities—can adversely impact park attendance.




Lower
attendance at our park may be caused by various local conditions, events,
weather or natural disasters. Furthermore, we believe that general economic
conditions may also adversely impact attendance figures at our parks, in that a
challenging economic environment can disproportionately affect our target
audience of low to middle income consumers who generally have relatively limited
amounts of discretionary income.




9
 Table of Contents




Terrorist
alerts and threats of future terrorist activities may continue to adversely
affect attendance at our parks. We cannot predict what effect any further
terrorist activities that may occur in the future may have on our business and
results of operations.




Risk
of accidents—there is a risk of accidents occurring at our parks or competing
parks which may reduce attendance and negatively impact our
operations.




Almost
all of our parks feature "thrill rides." While we carefully maintain the safety
of our rides, there are inherent risks involved with these attractions. An
accident or an injury (including water-borne illnesses on water rides) at any of
our parks or at parks operated by our competitors, particularly accidents or
injuries that attract media attention, may reduce attendance at our parks,
causing a decrease in revenues.




Adverse
weather conditions—bad weather can adversely impact attendance at our
parks.




Because
most of the attractions at our theme park are outdoors, attendance at our park
is adversely affected by bad weather and forecasts of bad weather. Bad weather
and forecasts of bad or mixed weather conditions can reduce the number of people
who come to our parks, which negatively affects our revenues. Also, bad weather
and forecasts of bad weather on weekend days have greater negative impact than
on weekdays because weekend days are typically peak days for attendance at our
park.




Seasonality—our
operations are seasonal.




Our
operations are seasonal. When conditions or events described in the above risk
factors occur during the operating season, particularly during the peak season
of warm weather, there is only a limited period of time during which the impact
of those conditions or events can be mitigated. Accordingly, such conditions or
events may have a disproportionately adverse effect on our revenues and cash
flow. In addition, most of our expenses for maintenance and costs of adding new
attractions are incurred when the parks are closed in the mid to late autumn and
winter months. For this reason, a sequential quarter to quarter comparison is
not a good indication of our performance or of how we will perform in the
future.




Competition—the
theme park industry competes with numerous entertainment
alternatives.






Our park
compete with other theme, water and amusement parks and with other types of
recreational facilities and forms of entertainment, including movies, sports
attractions and vacation travel. Our business is also subject to factors that
affect the recreation and leisure time industries generally, such as general
economic conditions, including relative fuel prices, and changes in consumer
spending habits. The principal competitive factors of a park include location,
price, the uniqueness and perceived quality of the rides and attractions, the
atmosphere and cleanliness of the park and the quality of its food




Because
our officers and directors reside outside of the United States, it may be
difficult for you to enforce your rights against them or enforce United States
court judgments against them in China.




Our
directors and our executive officers reside in the PRC and all of our assets are
located in China. It may therefore be difficult for United States investors to
enforce their legal rights, to effect service of process upon our directors or
officers or to enforce judgments of United States courts predicated upon civil
liabilities and criminal penalties of our directors and officers under federal
securities laws. Further, it is unclear if extradition treaties now in
effect between the United States and China would permit effective enforcement of
criminal penalties of the federal securities laws.




10
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Because
we may not be able to obtain business insurance in the PRC, we may not be
protected from risks that are customarily covered by insurance in the United
States.





Business
insurance is not readily available in China. To the extent that we suffer a loss
of a type which would normally be covered by insurance in the United States,
such as product liability and general liability insurance, we would incur
significant expenses in both defending any action and in paying any claims that
result from a settlement or judgment.





Because
our funds are held in banks which do not provide insurance, the failure of any
bank in which we deposit our funds could affect our ability to continue in
business.





Banks and
other financial institutions in the PRC do not provide insurance for funds held
on deposit. As a result, in the event of a bank failure, we may not have access
to funds on deposit. Depending upon the amount of money we maintain in a bank
that fails, our inability to have access to our cash could impair our
operations, and, if we are not able to access funds to pay our suppliers,
employees and other creditors, we may be unable to continue in
business.





Failure
to comply with the United States Foreign Corrupt Practices Act could subject us
to penalties and other adverse consequences.





We are
subject to the United States Foreign Corrupt Practices Act, which generally
prohibits United States companies from engaging in bribery or other prohibited
payments to foreign officials for the purpose of obtaining or retaining
business. Foreign companies, including some that may compete with us, are not
subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft
and other fraudulent practices occur from time-to-time in China. We can make no
assurance, however, that our employees or other agents will not engage in such
conduct for which we might be held responsible. If our employees or other agents
are found to have engaged in such practices, we could suffer severe penalties
and other consequences that may have a material adverse effect on our business,
financial condition and results of operations.





Fluctuations
in the exchange rate could have a material adverse effect upon our
business.





We
conduct our business in the Renminbi. The value of the Renminbi against the U.S.
dollar and other currencies may fluctuate and is affected by, among other
things, changes in political and economic conditions. On July 21, 2005, the PRC
government changed its decade old policy of pegging its currency to the U.S.
currency. Under the current policy, the Renminbi is permitted to fluctuate
within a narrow and managed band against a basket of certain foreign currencies.
This change in policy has resulted in an approximately 6.5% appreciation of the
Renminbi against the U.S. dollar between July 21, 2005 and August 31, 2007.
However, there remains significant international pressure on the PRC government
to adopt an even more flexible currency policy, which could result in a further
and more significant appreciation of the RMB against the U.S. dollar. To the
extent our future revenues are denominated in currencies other than United
States dollars, we would be subject to increased risks relating to foreign
currency exchange rate fluctuations which could have a material adverse affect
on our financial condition and operating results since our operating results are
reported in United States dollars and significant changes in the exchange rate
could materially impact our reported earnings.





The
rights of the holders of common stock may be impaired by the potential issuance
of preferred stock.





Our board
of directors has the right, without stockholder approval, to issue preferred
stock with voting, dividend, conversion, liquidation or other rights which could
adversely affect the voting power and equity interest of the holders of common
stock., which could be issued with the right to more than one vote per share,
could be utilized as a method of discouraging, delaying or preventing a change
of control. The possible impact on takeover attempts could adversely affect the
price of our common stock. Although we have no present intention to issue any
additional shares of preferred stock or to create any new series of preferred
stock, we may issue such shares in the future.




11
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Failure
to achieve and maintain effective internal controls in accordance with Section
404 of the Sarbanes-Oxley Act could have a material adverse effect on our
business and operating results and stockholders could lose confidence in our
financial reporting.





Internal
controls are necessary for us to provide reliable financial reports and
effectively prevent fraud. If we cannot provide reliable financial reports or
prevent fraud, our operating results could be harmed. Under the current SEC
regulations, we will be required to include an auditor’s report on internal
controls over financial reporting for the year ended December 31, 2008.
Failure to achieve and maintain an effective internal control environment,
regardless of whether we are required to maintain such controls, could also
cause investors to lose confidence in our reported financial information, which
could have a material adverse effect on our stock price. Although we are not
aware of anything that would impact our ability to maintain effective internal
controls, we have not obtained an independent audit of our internal controls,
and, as a result, we are not aware of any deficiencies which would result from
such an audit. Further, at such time as we are required to comply with the
internal controls requirements of Sarbanes Oxley, we may incur significant
expenses in having our internal controls audited and in implementing any changes
which are required.





Because
we may be subject to the “penny stock” rules, you may have difficulty in selling
our common stock.





Because
our stock price is less than $5.00 per share, our stock may be subject to the
SEC’s penny stock rules, which impose additional sales practice requirements and
restrictions on broker-dealers that sell our stock to persons other than
established customers and institutional accredited investors. The application of
these rules may affect the ability of broker-dealers to sell our common
stock and may affect your ability to sell any common stock you may
own.




According
to the SEC, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include:





·
            Control
      of the market for the security by one or a few broker-dealers that are
      often related to the promoter or issuer;·
            Manipulation
      of prices through prearranged matching of purchases and sales and false
      and misleading press releases;·
            “Boiler
      room” practices involving high pressure sales tactics and unrealistic
      price projections by inexperienced sales persons;·
            Excessive
      and undisclosed bid-ask differentials and markups by selling
      broker-dealers; and·
            The
      wholesale dumping of the same securities by promoters and broker-dealers
      after prices have been manipulated to a desired level, along with the
      inevitable collapse of those prices with consequent investor
      losses.




As
an issuer of “penny stock” the protection provided by the federal securities
laws relating to forward looking statements does not apply to us.





Although
the federal securities laws provide a safe harbor for forward-looking statements
made by a public company that files reports under the federal securities laws,
this safe harbor is not available to issuers of penny stocks. As a result, if we
are a penny stock, we will not have the benefit of this safe harbor protection
in the event of any claim that the material provided by us contained a material
misstatement of fact or was misleading in any material respect because of our
failure to include any statements necessary to make the statements not
misleading.




12
 Table of Contents





Our
stock price may be affected by our failure to meet projections and estimates of
earnings developed either by us or by independent securities
analysts.





Although
we do not make projections relating to our future operating results, our
operating results may fall below the expectations of securities analysts and
investors. In this event, the market price of our common stock would likely be
materially adversely affected.





The
volatility of and limited trading market in our common stock may make it
difficult for you to sell our common stock for a positive return on your
investment.





The
public market for our common stock has historically been very volatile. Over the
past year, the market price for our common stock has ranged from $0.01 to $0.11.
Any future market price for our shares is likely to continue to be very
volatile. Further, our common stock is not actively traded, which may amplify
the volatility of our stock. These factors may make it more difficult for you to
sell shares of common stock.





There
is currently no liquid trading market for CINH’s common stock and CINH cannot
ensure that one will ever develop or be sustained.





There is
currently no liquid trading market for CINH’s common stock. CINH cannot predict
how liquid the market for CINH’s common stock might become. CINH’s common stock
is currently approved for quotation on the OTC Bulletin Board trading under the
symbol “CINH.” CINH currently does not satisfy the initial listing standards,
and cannot ensure that it will be able to satisfy such listing standards on a
higher exchange, or that its common stock will be accepted for listing on any
such exchange. Should CINH fail to satisfy the initial listing standards of such
exchanges, or its common stock be otherwise rejected for listing and remain on
the OTC Bulletin Board or be suspended from the OTC Bulletin Board, the trading
price of CINH’s common stock could suffer, the trading market for CINH’s common
stock may be less liquid and CINH’s common stock price may be subject to
increased volatility.





Declining
economic conditions could negatively impact our business




Our
operations are affected by local, national and worldwide economic
conditions.  Markets in the United States and elsewhere have been
experiencing extreme volatility and disruption for more than 12 months, due in
part to the financial stresses affecting the liquidity of the banking system and
the financial markets generally.  In recent weeks, this volatility and
disruption has reached unprecedented levels.  The consequences of a
potential or prolonged recession may include a lower level of economic activity
and uncertainty regarding energy prices and the capital and commodity markets.
While the ultimate outcome and impact of the current economic conditions cannot
be predicted, a lower level of economic activity might result in a decline in
energy consumption, which may adversely affect the price of oil, liquidity and
future growth.  Instability in the financial markets, as a result of
recession or otherwise, also may affect the cost of capital and our ability to
raise capital.





ITEM 1B. Unresolved Staff
Comments





None.





ITEM 2.
PROPERTIES





We are
currently occupying an office of approximately 22,000 square feet inside the
Theme Park. As of today’s date, we do not need to pay for such occupation since
it is considered in partial compensation for the management services that we
provide to the Theme Park.




13
 Table of Contents





ITEM 3.LEGAL
PROCEEDINGS




Dark Dynamite, Inc. and
Diversified Holdings X, Inc. v. Allen E. Weintraub andMiamiVenture Capital,
Inc. Civil complaint filed in the Third District Court of the State
of Utah, Salt Lake County, Civil No. 050905249. A default judgment was entered
against the defendants on March 15, 2006 after a hearing before the court, the
judgment awarded damages in the sums of $267,892, and an award for costs and
attorneys fees has not yet been calculated.  On January 16, 2008, the
Court issued an Order to Show Cause why this case should not be dismissed for
failure to prosecute.  The Court issued this Order because nothing had
been filed with the Court since January 16, 2007.  Plaintiff was
ordered to inform the Court of the status of the case and his intentions to
proceed within fifteen (15) days of the date the Order was
issued.  Plaintiff has failed to respond to the Court’s
Order.  Accordingly, the Court dismissed the case without prejudice on
February 19th,
2008.
  Securities
and Exchange Commission v. David M. Wolfson, et al. On October 16, 2004 a
civil complaint was filed by the Securities and Exchange Commission in which
Dark Dynamite, Inc. was named as a respondent. The Company's former president
Gino Carlucci was also named as a respondent. The suit was filed in the United
States District Court for the District of Utah and bears the docket number
2:03CV00914DAK and the style of the case is: “Securities and Exchange Commission
v. David M. Wolfson; NuWay Holdings, Inc., a Nevada corporation; Momentous
Group, LLC, a Utah limited liability company; Leeward Consulting Group, LLC, a
Utah limited liability company; Sukumo Limited, a company incorporated in the
British Virgin Islands (a.k.a. Sukumo Group, Ltd., Fujiwara Group, First
Chartered Capital Corporation, First Colonial Trust, First China Capital and
International Investment Holding); Michael Sydney Newman (A.K.A. Marcus
Wiseman); Stem Genetics, Inc., a Utah corporation; Howard H. Robertson; Gino
Carlucci; G & G Capital, LLC an Arizona and Utah limited liability company;
F10 Oil and Gas Properties, Inc.; Jon H. Marple; Mary E. Blake; Jon R. Marple;
Grateful Internet Associates, LLC, a Colorado limited liability company;
Diversified Financial Resources Corporation, a Delaware corporation; John
Chapman; Valesc Holdings, Inc., a New Jersey corporation; Jeremy D. Kraus;
Samuel Cohen; Dark Dynamite, Inc., (The Company) a Nevada corporation. The
complaint alleges that the Company failed to accurately and fully disclose the
nature of its relationship to The Sukumo Group, Inc., including the failure of
Sukumo to complete the purchase of the shares and alleges that Sukumo acted as a
selling agent for the Company. The complaint also faults The Sukumo Group Inc.'s
actions with regard to the sale of common stock to off shore purchasers for
failing to disclose the interest that Sukumo had in each sale, reporting that it
was taking a 1-2% commission on the sale rather than keeping 70% or more of the
proceeds of each transaction. The Company filed a motion to dismiss the
complaint based upon a lack of jurisdiction and the failure of the complaint to
adequately set forth the actions of the Company which form the basis of a cause
of action against the Company that was denied by the Court. The Company filed an
answer disputing the allegations of the complaint and has participated in some
pre-trial discovery.
  The
Company and the Government have agreed upon the terms of a settlement, the terms
of which provide for the Company to pay the sum of $30,000 to the SEC. A final
judgment has been entered and the related payment has been made in this case
during the quarter ended September 30, 2008.


We may be
subject to, from time to time, various legal proceedings relating to claims
arising out of our operations in the ordinary course of our business. With the
exception of the above-mentioned cases we are not currently a party to any legal
proceedings, the adverse outcome of which, individually or in the aggregate,
would have a material adverse effect on the business, financial condition, or
results of operations of the Company.





ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




We did
not submit any matters to a vote of security holders during the fourth quarter
of fiscal year 2008.





PART II




ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES





Our
common stock is quoted on the Electronic Over-the-Counter Bulletin Board under
the symbol, “CINH.OB”. Trading in the common stock in the over-the-counter
market has been limited and sporadic and the quotations set forth below are not
necessarily indicative of actual market conditions. Furthermore, these prices
reflect inter-dealer prices without retail mark-up, mark-down, or commission,
and may not necessarily reflect actual transactions. The high and low bid prices
for the common stock for each quarter of the years ended December 31, 2008, 2007
and 2006 are as follows:




14
 Table of Contents





QUARTER
      ENDING
              
              LOW
              
              
              HIGHMarch
      31, 2008
              
              $
              0.01
              
              
              $
              0.03June
      30, 2008
              
              $
              0.01
              
              
              $
              0.02September
      30, 2008
              
              $
              0.004
              
              
              $
              0.01December
      31, 2008
              
              $
              0.001
              
              
              $
              0.008March
      31, 2007
              
              $
              0.11
              
              
              $
              0.11June
      30, 2007
              
              $
              0.070
              
              
              $
              0.075September
      30, 2007
              
              $
              0.016
              
              
              $
              0.016December
      30, 2007
              
              $
              0.01
              
              
              $
              0.07March
      31, 2006
              
              $
              0.65
              
              
              $
              2.10June
      30, 2006
              
              $
              0.26
              
              
              $
              0.66September
      30, 2006
              
              $
              0.23
              
              
              $
              0.32December
      31, 2006
              
              $
              0.15
              
              
              $
              0.26





Record
Holders





The
holders of the Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Holders of the Common
Stock have no preemptive rights and no right to convert their Common Stock into
any other securities. There are no redemption or sinking fund provisions
applicable to the Common Stock. We are authorized to issue 250,000,000 shares of
common stock, and 5,000,000 shares of preferred stock. There are currently
approximately 4,494 record holders of our common stock.





Dividends





We have
not declared any dividends since our inception and do not anticipate paying any
dividends in the foreseeable future. The payment of dividends is within the
discretion of the Board of Directors, and will depend on our earnings, capital
requirements, financial condition, and other relevant factors. There are no
restrictions that currently limit our ability to pay dividends on our Common
Stock, other than those generally imposed by applicable state law.





Securities Authorized for
Issuance Under Equity Compensation Plans




As of the
date of this Report, we have not authorized any equity compensation plan, nor
has our Board of Directors authorized the reservation or issuance of any
securities under any equity compensation plan.




Recent Sales of Unregistered
Securities; Use of Proceeds from Registered Securities




None.





Purchases of Equity
Securities by the Small Business Issuer and Affiliated
Purchasers




None.




Transfer
Agent




Our transfer agent is Guardian Registrar & Transfer, Inc.
located at 7951 SW 6th Street, Suite 216, Plantation, Florida
33324.




15
 Table of Contents





ITEM 6. SELECTED FINANCIAL
DATA




If the
registrant qualifies as a smaller reporting company as defined byRule 229.10(f)(1),
it is not required to provide the information required by this
Item.




ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





Forward
Looking Statements




Certain
statements in this report, including statements of our expectations, intentions,
plans and beliefs, including those contained in or implied by "Management's
Discussion and Analysis" and the Notes to Consolidated Financial Statements, are
"forward-looking statements", within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
subject to certain events, risks and uncertainties that may be outside our
control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”,
“will”, and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. We undertake no obligation to
update or revise any forward-looking statements. These forward-looking
statements include statements of management's plans and objectives for our
future operations and statements of future economic performance, information
regarding our expansion and possible results from expansion, our expected
growth, our capital budget and future capital requirements, the availability of
funds and our ability to meet future capital needs, the realization of our
deferred tax assets, and the assumptions described in this report underlying
such forward-looking statements. Actual results and developments could differ
materially from those expressed in or implied by such statements due to a number
of factors, including, without limitation, those described in the context of
such forward-looking statements, our expansion strategy, our ability to achieve
operating efficiencies, our dependence on distributors, capacity, suppliers,
industry pricing and industry trends, evolving industry standards, domestic and
international regulatory matters, general economic and business conditions, the
strength and financial resources of our competitors, our ability to find and
retain skilled personnel, the political and economic climate in which we conduct
operations and the risk factors described from time to time in our other
documents and reports filed with the Securities and Exchange Commission (the
"Commission"). Additional factors that could cause actual results to differ
materially from the forward-looking statements include, but are not limited to:
1) our ability to successfully develop, manufacture and deliver our magazines on
a timely basis and in the prescribed condition; 2) our ability to compete
effectively with other companies in the same industry; 3) our ability to raise
sufficient capital in order to effectuate our business plan; and 4) our ability
to retain our key executives.





Critical
Accounting Policies





Revenue
recognition





Our
policy is to recognize income when it is earned. Our revenue is derived
from ticket sales, and hotel and restaurant income. Revenues are booked net
of any cash discounts. If any material contingencies are present, revenue
recognition is delayed until all material contingencies are eliminated. Material
contingencies are circumstances in which there are any potential uncertainties
as to the completion of the revenue process being complete. Further, no revenue
is recognized unless collection of the applicable consideration is probable.
Probable collection is determined at the time collection occurs or is more than
reasonably possible it will be collected. Retail store sales - revenue is
recognized when sales are made. They are paid by cash or credit
card.




Property, Plant, and
Equipment





Property,
plant, and equipment are recorded at cost less accumulated depreciation and
impairment. Repairs and maintenance expenditures, which are not considered
improvements and do not extend the useful life of property, plant, and
equipment, are expensed as incurred. The cost and related accumulated
depreciation applicable to property, plant, and equipment sold or no longer in
service are eliminated from the accounts and any gain or loss is included in the
statement of operations.




16
 Table of Contents




Depreciation
is calculated to write-off the cost or basis of the property, plant, and
equipment over their estimated useful lives for the date on which they become
fully operational and after taking into account their estimated residual values
(salvage value), using the straight-line method, at the following rates per
year:




Equipment Straight-line
for 5 to 20 years with a 5% salvage value




Furniture Straight-line
for 5 to 10 years with a 5% salvage value




Autos Straight-line
for 5 to 10 years with a 5% salvage value





When
assets are sold or retired, their costs and accumulated depreciation are
eliminated from the accounts and any gain or loss resulting from their disposal
is included in the Statement of Operations.




The
Company recognizes an impairment loss on property, plant, and equipment when
evidence, such as the sum of expected future cash flows (undiscounted and
without interest charges), indicates that future operations will not produce
sufficient revenue to cover the related future costs, including depreciation,
and when the carrying amount of the asset cannot be realized through sale.
Measurement of the impairment loss is based on the fair value of the
assets.





Stock-Based
Compensation





We
account for stock-based compensation using the fair value method of Financial
Accounting Standard No. 123R. Common shares issued for services rendered by a
third party (both employees and non-employees) are recorded at the fair value of
the shares issued or services rendered, whichever is more readily
determinable.





RESULTS
OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007





Revenues





Gross
revenues for the years ended December 31, 2008 and 2007 were $253,398 and
$516,218, respectively, derived from ticket sales, and hotel and restaurant
income. The decrease by $262,820 was due primarily to the end of the contracts
with some travel agents in 2008, pursuant to which the travel agents brought
tourists to our theme park for the discounted price. We did not have new
contracts signed with the travel agents in 2008. Also, the general slow down in
the economy has decreased revenues simply because theme park tickets, hotel
stays, and eating out could be considered luxury items and therefore are subject
to cut backs if people are saving more money.





Due to
the different peak season timing for the theme park and most of our tours are a
one-day trip to the theme park, the revenue appears to be diversified. The theme
park is not the only resource of revenue. The peak season for the theme park
tickets is from March to October, compared to the peak season for the resorts in
the first quarter.




17
 Table of Contents





Income /
Loss





Net
losses for the years ended December 31, 2008 and 2007 were $174,454 and
$332,876, respectively. The net loss during 2007 was due primarily to the
decease in sales revenue. As a result, the gross profit was insufficient to
cover the operating expenses. The net loss during 2008 was due primarily to the
high operating expenses resulting from the cost of being a publicly traded
company. The net loss decreased from 2007 to 2008 by $158,422 primarily due to
the increase in non-operating income, the decrease in cost of sales, and
decrease in selling, general, and administrative expenses.





We expect
to incur losses or keep breakeven in fiscal year 2009 until traffic is increased
to the Theme Park and product sales increase. There can be no assurance that we
will achieve or maintain profitability, or that any revenue growth will take
place in the future.




Expenses





Selling,
general and administrative expenses for the years ended December 31, 2008 and
2007 were $548,258 and $737,406, respectively. We had the following notable
expenses during 2008 and 2007:





·
                  Auditing
      expenses were $19,000 and $37,000,
respectively.





Cost of
Sales





Cost of
sales included expenses directly related to delivering our product or services
Travel agents' commissions and direct labor would be examples of cost of sales
items. During the years ended December 31, 2008 and 2007, we had $14,422 and
$115,951 respectively, in cost of sales. Cost of sales as a percentage of sales
was 5.7% and 22.4%, respectively. The decrease in percentage during 2008 was
attributable to the decease in sales as well as a decrease in the travel agent
commissions.





Impact of
Inflation





We
believe that inflation has had a negligible effect on operations during this
period. We believe that we can offset inflationary increases in the cost of
sales by increasing sales and improving operating efficiencies.





Liquidity and Capital
Resources





Cash
flows used in operating activities were $190,978 and $2,821 for the years ended
December 31, 2008 and 2007, respectively. Negative cash flows from operation in
2007 were primarily due to the net loss of $332,876, partially offset by
depreciation of $128,437 and accounts payable of $142,537. Negative cash flows
from operations in 2008 were primarily due to the net loss of $174,454 and
increase in accounts payable to $119,449.





Cash
flows used in investing activities were $26,230 for the year ended December 31,
2008, compared to cash flows of $46,719 used in investing activities for the
year ended December 31, 2007. The cash flows used in investment during 2007 and
2008 were attributable to the purchase of fixed assets consisting of leasehold
improvements, machinery and equipment.  Most of the disbursements
refurbished the theme park.





Cash
flows provided by financing activities were $215,238 for the year ended December
31, 2008, compared to cash flows of $17,154 provided by financing activities for
the year ended December 31, 2007. The cash flows from financing activities
during 2007 were due to the proceeds from shareholder loan. The cash flows from
financing activities during 2008 were due to the shareholder loan and the
proceeds from advance payable-related party.




18
 Table of Contents





We have
funded our cash needs for the year ended December 31, 2008 with a series of debt
and equity transactions.





We
project that we will need additional capital to fund operations over the next 12
months. We anticipate we will need an additional $100,000 in working capital
during 2009 and $50,000 for the two years thereafter.





On a
long-term basis, liquidity is dependent on continuation and expansion of
operations, receipt of revenues, additional infusions of capital and debt
financing. However, there can be no assurance that we will be able to obtain
additional equity or debt financing in the future, if at all. If we are unable
to raise additional capital, our growth potential will be adversely affected.
Additionally, we will have to significantly modify our business
plan.




Trends, Events, and
Uncertainties





The
success of our business depends in large part on our ability to identify tourist
trends as well as to react to changing customer demand in a timely manner.
Consequently, we depend in part upon the continuing favorable market response to
the creative efforts of our purchasing, design and marketing team’s ability to
anticipate products and services that appeal to our consumer base. Failure on
our part to anticipate, identify and respond effectively to changing consumer
demands and trends will adversely affect our sales.




ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




We do not
use derivative financial instruments in our investment portfolio and has no
foreign exchange contracts. Our financial instruments consist of cash and cash
equivalents, trade accounts receivable, accounts payable and long-term
obligations. We consider investments in highly liquid instruments purchased with
a remaining maturity of 90 days or less at the date of purchase to be cash
equivalents. However, in order to manage the foreign exchange risks, we may
engage in hedging activities to manage our financial exposure related to
currency exchange fluctuation. In these hedging activities, we might use
fixed-price, forward, futures, financial swaps and option contracts traded in
the over-the-counter markets or on exchanges, as well as long-term structured
transactions when feasible.





Foreign
Exchange Rates





All of
our sales are denominated in Renminbi (“RMB”). As a result, changes in the
relative values of U.S. Dollars and RMB affect our reported levels of revenues
and profitability as the results are translated into U.S. Dollars for reporting
purposes. Fluctuations in exchange rates between the U.S. dollar and RMB
affect our gross and net profit margins and could result in foreign exchange and
operating losses.





Our
results of operations and cash flow are translated at average exchange rates
during the period, and assets and liabilities are translated at the unified
exchange rate as quoted by the People’s Bank of China at the end of the period.
Translation adjustments resulting from this process are included in accumulated
other comprehensive income in our statement of shareholders’ equity. We recorded
net foreign currency gains of $14,151 in fiscal 2008. We have not used any
forward contracts, currency options or borrowings to hedge our exposure to
foreign currency exchange risk. We cannot predict the impact of future exchange
rate fluctuations on our results of operations and may incur net foreign
currency losses in the future.





Our
financial statements are expressed in U.S. dollars but the functional
currency of our operating subsidiary is RMB. The value of your investment in our
stock will be affected by the foreign exchange rate between U.S. dollars
and RMB. To the extent we hold assets denominated in U.S. dollars,
including the net proceeds to us from this offering, any appreciation of the RMB
against the U.S. dollar could result in a change to our statement of
operations and a reduction in the value of our U.S. dollar denominated
assets. On the other hand, a decline in the value of RMB against the
U.S. dollar could reduce the U.S. dollar equivalent amounts of our
financial results, the value of your investment in our company and the dividends
we may pay in the future, if any, all of which may have a material adverse
effect on the price of our stock.




19
 Table of Contents





The
exchange rates used to translate amounts in RMB into U.S. Dollars for the
purposes of preparing the financial statements or otherwise stated in this
MD&A were as follows:





2008
                    2007Balance
      sheet items, except for the registered and paid-up capital as of December
      31, 2008 and 2007
                    USD
      0.147:RMB 1
                    USD
      0.137:RMB 1Amounts
      included in the statement of operations, statement of changes in
      stockholders’ equity and statement of cash flows for the years ended
      December 31, 2008 and 2007
                    USD
      0.144:RMB 1
                    USD
      0.135:RMB 1





ITEM 8.FINANCIAL
STATEMENTS





Financial
Summary Information




Because
this is only a financial summary, it does not contain all the financial
information that may be important to you. It should be read in conjunction with
the consolidated financial statements and related notes presented in this
section.





Audited
Financial Summary Information for the Years Ended December 31, 2008 and
2007





Statements
      of Operations
                              
                              For
      the year ended December 31, 2008
                              
                              
                              For
      the year ended December 31, 2007Revenues
                              
                              $
                              253,398
                              
                              
                              $
                              516,218Cost
      of Sales
                              
                              $
                              14,422
                              
                              
                              $
                              115,951Gross
      profit
                              
                              $
                              238,976
                              
                              
                              $
                              400,267Operating
      expenses
                              
                              $
                              548,258
                              
                              
                              $
                              737,406(Loss)
      from operations
                              
                              $
                              (309,282
                              )
                              
                              $
                              (337,139)Interest
      expense
                              
                              $
                              -
                              
                              
                              $
                              -Net
      (loss)
                              
                              $
                              (174,454
                              )
                              
                              $
                              (332,876)Net
      loss per common share
                              
                              
                              **
                              
                              
                              
                              **





** Less
than $.01





Balance
      Sheet
                      
                      As
      of December 31, 2008Cash
                      
                      $
                      19,333Total
      current assets
                      
                      $
                      55,465Other
      assets
                      
                      $
                      352,151Total
      Assets
                      
                      $
                      407,616Current
      liabilities
                      
                      $
                      481,275Commitments
      and Contingencies
                      
                      $
                      32,950Stockholders’
      equity
                      
                      $
                      (106,609)Total
      liabilities and stockholders’ equity
                      
                      $
                      407,616




20
 Table of Contents


CONTENTS
      FOR 2008 AUDITED FINANCIALSREPORT
      OF INDEPENDENT REGISTERED ACCOUNTING FIRM
                                                  22CONSOLIDATED
      BALANCE SHEET
                                                  23CONSOLIDATED
      STATEMENTS OF OPERATIONS
                                                  24CONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ EQUITY
                                                  25CONSOLIDATED
      STATEMENTS OF CASH FLOWS
                                                  26NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS
                                                  27-33


21
 Table of Contents









REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM






To the
Board of Directors and Stockholders of


China
International Tourism Holdings, Ltd.




We have
audited the accompanying consolidated balance sheets of China International
Tourism Holdings, Ltd. and Subsidiary.(a Nevada corporation). as of December 31,
2008 and 2007 and related statements of operations, stockholders’ deficit, and
cash flows for the years ending December 31, 2008 and 2007. These financial
statements are the responsibility of the company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of China International Tourism
Holdings, Ltd. and Subsidiary (a Nevada corporation). as of December 31, 2008
and 2007 and the results of its operations and its cash flows for years ended
December 31, 2008 and 2007 in conformity with accounting principles generally
accepted in the United States of America.





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. The Company has suffered recurring losses and has
yet to generate an internal cash flow that raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are described in Note K. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.







/s/
Lake & Associates CPA’s LLC


LAKE
& ASSOCIATES CPA’S LLC


BOCA
RATON FLORIDA


April
6, 2009











20283
State Road #7


Suite 300


Boca
Raton, Florida 33498


Phone:
561.982.9874


Fax:
561.982.7985




22
 Table of Contents




CHINA
      INTERNATIONAL TOURISM HOLDINGS, LTD. AND SUBSIDIARYAudited
      Consolidated Balance SheetsAs
      of December 31, 2008 and 20072008
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              2007ASSETSCURRENT
      ASSETSCash
      and Cash Equivalents
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              19,333
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              7,152Accounts
      Receivable
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              1,891
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              19,338Inventory
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              14,895
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              14,515Prepaid
      Expenses
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              19,346
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              9,523TOTAL
      CURRENT ASSETS
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              55,465
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              50,528FIXED
      ASSETSProperty,
      Plant, and Equipment
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              717,340
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              691,110Accumulated
      Depreciation
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (365,189
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (269,508
                                                                                                                                              )TOTAL
      FIXED ASSETS
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              352,151
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              421,602TOTAL
      ASSETS
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              407,616
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              472,130LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      Payable and Accrued Liabilities
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              241,417
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              360,866Short-term
      borrowing-related party
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              181,738
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -Due
      to Shareholder
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              58,120
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              24,620TOTAL
      CURRENT LIABILITIES
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              481,275
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              385,486COMMITMENTS
      AND CONTINGENCIESRedeemable
      Preferred Stock (par value $.01,
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              32,950
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              32,9505,000,000
      Shares Authorized, 3,295,000 SharesIssued
      and OutstandingSTOCKHOLDERS'
      EQUITYCommon
      Stock (par $.0001, 250,000,000
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              24
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              24Authorized,
      245,026 Issued and OutstandingPaid
      in Capital
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              3,622,731
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              3,622,731Accumulated
      Other Comprehensive Income
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              35,214
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              21,063Retained
      Earnings (Deficit)
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (3,764,579
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (3,590,125
                                                                                                                                              )TOTAL
      STOCKHOLDERS' EQUITY
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (106,609
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              53,694TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              407,616
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              472,130The
      accompanying notes are an integral part of these financial
      statements.


23
 Table of Contents




CHINA
      INTERNATIONAL TOURISM HOLDINGS, LTD. AND SUBSIDIARYAudited
      Consolidated Statements of OperationsFor
      the years ended December 31, 2008 and 2007For
      Year Ended December 31,2008
                                                                                                                    
                                                                                                                    
                                                                                                                    2007REVENUESales
                                                                                                                    
                                                                                                                    $
                                                                                                                    253,398
                                                                                                                    
                                                                                                                    
                                                                                                                    $
                                                                                                                    516,218Cost
      of Sales
                                                                                                                    
                                                                                                                    
                                                                                                                    14,422
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    115,951GROSS
      PROFIT
                                                                                                                    
                                                                                                                    
                                                                                                                    238,976
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    400,267OPERATING
      EXPENSESSelling,
      General , and Administrative
                                                                                                                    
                                                                                                                    $
                                                                                                                    548,258
                                                                                                                    
                                                                                                                    
                                                                                                                    $
                                                                                                                    737,406INCOME
      (LOSS) FROM OPERATIONS
                                                                                                                    
                                                                                                                    
                                                                                                                    (309,282
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    (337,139
                                                                                                                    )OTHER
      INCOME / (EXPENSES):Finance
      Costs
                                                                                                                    
                                                                                                                    $
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    $
                                                                                                                    -Non-Operating
      Income
                                                                                                                    
                                                                                                                    
                                                                                                                    134,828
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    4,263Total
      Other Income (Expense)
                                                                                                                    
                                                                                                                    
                                                                                                                    134,828
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    4,263NET
      INCOME (LOSS) BEFORE TAXES
                                                                                                                    
                                                                                                                    
                                                                                                                    (174,454
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    (332,876
                                                                                                                    )NET
      INCOME (LOSS) FROM CONTUNUED OPERATIONS
                                                                                                                    
                                                                                                                    
                                                                                                                    (174,454
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    (332,876
                                                                                                                    )Income
      Tax
                                                                                                                    
                                                                                                                    $
                                                                                                                    -
                                                                                                                    
                                                                                                                    
                                                                                                                    $
                                                                                                                    -NET
      INCOME (LOSS)
                                                                                                                    
                                                                                                                    
                                                                                                                    (174,454
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    (332,876
                                                                                                                    )OTHER
      COMPREHENSIVE INCOME (LOSS)Foreign
      Currency Translation (Loss) Gain
                                                                                                                    
                                                                                                                    $
                                                                                                                    14,151
                                                                                                                    
                                                                                                                    
                                                                                                                    $
                                                                                                                    18,205COMPREHENSIVE
      INCOME (LOSS)
                                                                                                                    
                                                                                                                    $
                                                                                                                    (160,303
                                                                                                                    )
                                                                                                                    
                                                                                                                    $
                                                                                                                    (314,671
                                                                                                                    )NET
      LOSS PER COMMON SHAREBasically
      and Fully Dilluted
                                                                                                                    
                                                                                                                    
                                                                                                                    (0.65
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    (1.30
                                                                                                                    )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING
                                                                                                                    
                                                                                                                    
                                                                                                                    245,026
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    242,959The
      accompanying notes are an integral part of these financial
      statements.




24
 Table of Contents




CHINA
      INTERNATIONAL TOURISM HOLDINGS, LTD. AND SUBSIDIARYAudited
      Consolidated Statements of Cash FlowsFor
      the years ended December 31, 2008 and 2007For
      Year Ended December 31,2008
                                                                                                                      
                                                                                                                      
                                                                                                                      2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Income(loss) after income tax
                                                                                                                      
                                                                                                                      $
                                                                                                                      (174,454
                                                                                                                      )
                                                                                                                      
                                                                                                                      $
                                                                                                                      (332,876
                                                                                                                      )Adjustments
      to reconcile net income tonet
      cash provided by (used in) operating activities:Depreciation
                                                                                                                      
                                                                                                                      
                                                                                                                      95,681
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      128,437Accounts
      Receivable and Other Receivables
                                                                                                                      
                                                                                                                      
                                                                                                                      17,447
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      (15,716
                                                                                                                      )Prepaid
      and Other Assets
                                                                                                                      
                                                                                                                      
                                                                                                                      (9,823
                                                                                                                      )
                                                                                                                      
                                                                                                                      
                                                                                                                      72,766Inventory
                                                                                                                      
                                                                                                                      
                                                                                                                      (380
                                                                                                                      )
                                                                                                                      
                                                                                                                      
                                                                                                                      2,031Accounts
      Payable
                                                                                                                      
                                                                                                                      
                                                                                                                      (119,449
                                                                                                                      )
                                                                                                                      
                                                                                                                      
                                                                                                                      142,537NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                                                                                                      
                                                                                                                      
                                                                                                                      (190,978
                                                                                                                      )
                                                                                                                      
                                                                                                                      
                                                                                                                      (2,821
                                                                                                                      )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of property, plant, and equipment
                                                                                                                      
                                                                                                                      
                                                                                                                      (26,230
                                                                                                                      )
                                                                                                                      
                                                                                                                      
                                                                                                                      (46,719
                                                                                                                      )NET
      CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
                                                                                                                      
                                                                                                                      
                                                                                                                      (26,230
                                                                                                                      )
                                                                                                                      
                                                                                                                      
                                                                                                                      (46,719
                                                                                                                      )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from shareholder loan
                                                                                                                      
                                                                                                                      
                                                                                                                      33,500
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      17,154Proceeds
      from advance payable-related party
                                                                                                                      
                                                                                                                      
                                                                                                                      181,738
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                                                                                                                      
                                                                                                                      
                                                                                                                      215,238
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      17,154FOREIGN
      CURRENCY TRANSLATION ADJUSTMENT
                                                                                                                      
                                                                                                                      
                                                                                                                      14,151
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      18,205NET
      INCREASE IN CASH AND CASH EQUIVALENTS
                                                                                                                      
                                                                                                                      
                                                                                                                      12,181
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      (14,181
                                                                                                                      )CASH
      AND CASH EQUIVALENTS:Beginning
      of period
                                                                                                                      
                                                                                                                      
                                                                                                                      7,152
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      21,333End
      of period
                                                                                                                      
                                                                                                                      
                                                                                                                      19,333
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      7,152The
      accompanying notes are an integral part of these financial
      statements.





25
 Table of Contents


CHINA INTERNATIONAL TOURISM HOLDINGS, LTD. AND
      SUBSIDIARYAudited
      Consolidated Statement of Equity (deficit)For
      the years ended December 31, 2008 and 2007AccumulatedCommon
      Stock ($.0001 par)
                                              
                                              
                                              Additional
                                              
                                              
                                              
                                              
                                              
                                              OtherPaid-in
                                              
                                              
                                              Retained
                                              
                                              
                                              ComprehensiveShares
                                              
                                              
                                              Amount
                                              
                                              
                                              Capital
                                              
                                              
                                              (Deficit)
                                              
                                              
                                              Income
                                              
                                              
                                              TotalBalances,
      December 31, 2006
                                              
                                              
                                              242,983
                                              
                                              
                                              $
                                              24
                                              
                                              
                                              $
                                              3,622,731
                                              
                                              
                                              $
                                              (3,257,249
                                              )
                                              
                                              $
                                              2,858
                                              
                                              
                                              $
                                              368,364Shares
      cancelled
                                              
                                              
                                              (24
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Other
      Comprehensive Income
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              18,205
                                              
                                              
                                              
                                              18,205Net
      Income (Loss) for the year
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (332,876
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (332,876
                                              )Balances,
      December 31, 2007
                                              
                                              
                                              242,959
                                              
                                              
                                              $
                                              24
                                              
                                              
                                              $
                                              3,622,731
                                              
                                              
                                              $
                                              (3,590,125
                                              )
                                              
                                              $
                                              21,063
                                              
                                              
                                              $
                                              53,693Reverse
      split rounding shares
                                              
                                              
                                              2,067
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Other
      Comprehensive Income
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              14,151
                                              
                                              
                                              
                                              14,151Net
      Income (Loss) for period
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (174,454
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (174,454
                                              )Balances,
      December 31, 2008
                                              
                                              
                                              245,026
                                              
                                              
                                              $
                                              24
                                              
                                              
                                              $
                                              3,622,731
                                              
                                              
                                              $
                                              (3,764,579
                                              )
                                              
                                              $
                                              35,214
                                              
                                              
                                              $
                                              (106,610
                                              )The
      accompanying notes are an integral part of these financial
      statements.





26
 Table of Contents





NOTE A – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES





Business
Organization China International Tourism Holdings, Limited. (the
“Company” or “CINH”) was incorporated in the State of Nevada on December
23, 1988, formerly known as Dark Dynamite, Inc., NCI Holdings, Inc., Vector
Holding, Inc., and prior to June 26, 2002, Vector Aeromotive Corporation. On
October 26, 2007, the Company changed its name from Dark Dynamite, Inc. to China
International Tourism Holdings, Limited.





The
Company currently has one wholly-owned subsidiary, Shanxi Kai Da Lv You Gu Wen
You Xian Gong Si, a corporation organized under the laws of the Peoples'
Republic of China (“Kai Da”) through a Plan of Exchange consummated on October
3, 2005. The transaction was treated for accounting purposes as a capital
transaction and recapitalization by the Kai Da and as a re-organization by
CINH.





Kai Da is
principally engaged in the theme park management in the PRC.





CINH and
its wholly-owned subsidiary Kai Da are hereafter referred to as (the
“Company”).





Basis of Presentation
- The financial statements included herein were prepared under the accrual basis
of accounting.





Cash and Cash
Equivalents - For purposes of the Statement of Cash Flows, the Company
considers liquid investments with an original maturity of three months or less
to be cash equivalents.





Management’s Use of
Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of financial statements and the reported amounts of
revenues and expenses during the reporting period.  Such estimates
include but are not limited to depreciation, taxes, and
contingencies.  Actual results could differ from those
estimates.  The financial statements above reflect all of the costs of
doing business.




Revenue Recognition-
The Company's policy is to recognize income when it is earned. Kai Da's revenue
is derived from ticket sales, and hotel and restaurant income. Revenues are
booked net of any cash discounts. If any material contingencies are
present, revenue recognition is delayed until all material contingencies are
eliminated. Material contingencies are circumstances in which there are any
potential uncertainties as to the completion of the revenue process being
complete. Further, no revenue is recognized unless collection of the applicable
consideration is probable. Probable collection is determined at the time
collection occurs or is more than reasonably possible it will be collected.
Retail store sales - revenue is recognized when sales are made. They are paid by
cash or credit card.





Comprehensive Income (Loss)- The Company adopted Financial Accounting Standards Board Statement of
Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive
Income”, which establishes standards for the reporting and display of
comprehensive income and its components in the financial
statements.  There were no items of comprehensive income (loss)
applicable to the Company during the period covered in the financial
statements.





Loss Per Share- Loss
per share is reported in accordance with Statement of Financial Accounting
Standard (SFAS) No. 128. This statement required dual presentation of basic and
diluted earnings (loss) with a reconciliation of the numerator and denominator
of the loss per share computations. Basic earnings per share amounts are based
on the weighted average shares of common stock outstanding. If applicable,
diluted earnings per share would assume the conversion, exercise or issuance of
all potential common stock instruments such as options, warrants and convertible
securities, unless the effect is to reduce a loss or increase earnings per
share. There were no adjustments required to net loss for the period presented
in the computation of diluted loss per share.




27
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NOTE
A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




Inventory-
Inventories are stated at the lower of cost (first-in, first-out basis) or
market (net realizable value).




Foreign Currencies (KAI
DA-Foreign Subsidiary)- The assets and liabilities denominated in
respective functional currencies are translated into United States Dollars at
the exchange rate as of the balance sheet date. The share capital and retained
earnings are translated at exchange rates prevailing at the time of the
transactions. Revenues, costs, and expenses denominated in respective functional
currencies are translated into United States Dollars at the weighted average
exchange rate for the period. The effects of foreign currencies translation
adjustments are included as a separate component of accumulated other
comprehensive income.





Company’s Future Operations
Are Dependent on Foreign Operations -The Company’s future operations and
earnings will depend on the results of the Company’s operations in China. There
can be no assurance that the Company will be able to successfully conduct such
operations, and a failure to do so would have a material adverse effect on the
Company’s financial position, results of operations, and cash flows. Also, the
success of the Company’s operations will be subject to numerous contingencies,
some of which are beyond management’s control. These contingencies include
general and regional economic conditions, prices for the Company’s products,
competition, and changes in regulation. Since the Company is dependent on
international operations, specifically those in China, the Company will be
subject to various additional political, economic, and other uncertainties.
Among other risks, the Company’s operations will be subject to the risks of
restrictions on transfer of funds; export duties, quotas, and embargoes;
domestic and international customs and tariffs; changing taxation policies;
foreign exchange restrictions; and political conditions and governmental
regulations.





Property, Plant, and
Equipment- Property, plant, and equipment are recorded at cost less
accumulated depreciation and impairment. Repairs and maintenance expenditures,
which are not considered improvements and do not extend the useful life of
property, plant, and equipment, are expensed as incurred. The cost and related
accumulated depreciation applicable to property, plant, and equipment sold or no
longer in service are eliminated from the accounts and any gain or loss is
included in the statement of operations.




Depreciation
is calculated to write-off the cost or basis of the property, plant, and
equipment over their estimated useful lives for the date on which they become
fully operational and after taking into account their estimated residual values
(salvage value), using the straight-line method, at the following rates per
year:




Equipment Straight-line
for 5 to 20 years with a 5% salvage value




Furniture Straight-line
for 5 to 10 years with a 5% salvage value




Autos Straight-line
for 5 to 10 years with a 5% salvage value





When
assets are sold or retired, their costs and accumulated depreciation are
eliminated from the accounts and any gain or loss resulting from their disposal
is included in the Statement of Operations.




The
Company recognizes an impairment loss on property, plant, and equipment when
evidence, such as the sum of expected future cash flows (undiscounted and
without interest charges), indicates that future operations will not produce
sufficient revenue to cover the related future costs, including depreciation,
and when the carrying amount of the asset cannot be realized through sale.
Measurement of the impairment loss is based on the fair value of the
assets.




28
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NOTE
A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




Deferred
Taxes




Income
taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS No. 109), “Accounting for Income
Taxes.” A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss-carry
forwards.


Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that, some portion or all of the deferred
tax asset will not be realized. Deferred tax assets and liabilities are adjusted
for the effect of changes in tax laws and rates on the date of
enactment.





Fair Value of Financial
Instruments - The carrying amounts reported in the balance sheet for
cash, accounts receivable and payable approximate fair value based on the
short-term maturity of these instruments.





Accounts Receivable -
Accounts deemed uncollectible are written off in the year they become
uncollectible.  No receivables were deemed uncollectible as of
December 31, 2008 or 2007.





Impairment of Long-Lived
Assets - The Company evaluates the recoverability of its fixed assets and
other assets in accordance with Statement of Financial Accounting Standards No.
144, “Accounting for the
Impairment or Disposal of Long-Lived Assets” (“SFAS 144’). SFAS 144
requires recognition of impairment of long-lived assets in the event the net
book value of such assets exceeds its expected cash flows, it is considered to
be impaired and is written down to fair value, which is determined based on
either discounted future cash flows or appraised values. The Company adopted the
statement on inception. No impairments of these types of assets were recognized
during the period ended December 31, 2008 based upon a management review of such
assets.





Stock-Based
Compensation - The Company accounts for stock-based compensation using
the fair value method of Financial Accounting Standard No. 123R. Common shares
issued for services rendered by a third party (both employees and non-employees)
are recorded at the fair value of the shares issued or services rendered,
whichever is more readily determinable.





Recently Issued Accounting
Pronouncements- In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities"("SFAS No. 161"). SFAS No. 161
requires companies with derivative instruments to disclose information that
should enable financial-statement users to understand how and why a company uses
derivative instruments, how derivative instruments and related hedged items are
accounted for under FASB Statement No. 133 "Accounting for Derivative
Instruments and Hedging Activities" and how derivative instruments and
related hedged items affect a company's financial position, financial
performance and cash flows. SFAS No. 161 is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008.
The adoption of this statement is not expected to have a material effect on the
Company's future financial position or results of operations.





In May,
2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 162,
"The Hierarchy of Generally
Accepted Accounting Principles," ("SFAS No. 162"). SFAS No. 162
identifies the sources of accounting principles and the framework for selecting
the principles used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles (GAAP) in the United States (the GAAP hierarchy).
SFAS No. 162 will be effective 60 days following the SEC's approval of the
Public Company Accounting Oversight Board's amendments to AU Section 411, "The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles." The FASB has
stated that it does not expect SFAS No. 162 will result in a change in current
practice. The application of SFAS No. 162 will have no effect on the Company's
financial position, results of operations or cash flows.





Also in
May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts--an interpretation of FASB Statement No. 60" ("SFAS
No. 163"). SFAS No. 163 interprets Statement 60 and amends existing accounting
pronouncements to clarify their application to the financial guarantee insurance
contracts included within the scope of that Statement. SFAS No. 163 is effective
for financial statements issued for fiscal years beginning after December 15,
2008, and all interim periods within those fiscal years. As such, the Company is
required to adopt these provisions at the beginning of the fiscal year ended
December 31, 2009. The Company is currently evaluating the impact of SFAS No.
163 on its financial statements but does not expect it to have an effect on the
Company's financial position, results of operations or cash flows.




29
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NOTE
A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


In May
2008, the FASB issued FSP APB 14-1, "Accounting for Convertible Debt
Instruments that may be Settled in Cash upon Conversion (Including Partial Cash
Settlement)" ("FSP APB 14-1"). FSP APB 14-1 applies to convertibledebt securities that, upon
conversion, may be settled by the issuer fully or partially in cash. FSP APB
14-1 specifies that issuers of such instruments should separately account for
the liability and equity components in a manner that will reflect the entity's
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP APB 14-1 is effective for financial statements issued
for fiscal years after December 15, 2008, and must be applied on a
retrospective basis. Early adoption is not permitted. The Company is assessing
the potential impact of this FSP on theconvertibledebt issuances.





In June
2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1, "Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities" ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions
are participating securities prior to vesting, and therefore need to be included
in the earnings allocation in computing earnings per share under the two-class
method as described in SFAS No. 128, Earnings per Share. Under the guidance of
FSP EITF 03-6-1, unvested share-based payment awards that contain nonforfeitable
rights to dividends or dividend equivalents (whether paid or unpaid) are
participating securities and shall be included in the computation of
earnings-per-share pursuant to the two-class method. FSP EITF 03-6-1 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008 and all prior-period earnings per share data presented shall
be adjusted retrospectively. Early application is not permitted. The Company is
assessing the potential impact of this FSP on the earnings per share
calculation.





In June
2008, the FASB ratified EITF No. 07-5, "Determining Whether an Instrument (or an
Embedded Feature) is Indexed to an Entity's Own Stock" ("EITF 07-5"). EITF 07-5
provides that an entity should use a two-step approach to evaluate whether an
equity-linked financial instrument (or embedded feature) is indexed to its own
stock, including evaluating the instrument's contingent exercise and settlement
provisions. EITF 07-5 is effective for financial statements issued for fiscal
years beginning after December 15, 2008. Early application is not permitted. The
Company is assessing the potential impact of this EITF 07-5 on the financial
condition and results of operations.





In
October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a
Financial Asset in a Market That Is Not Active” (FSP 157-3), which clarifies the
application of SFAS 157 when the market for a financial asset is inactive.
Specifically, FSP 157-3 clarifies how (1) management’s internal assumptions
should be considered in measuring fair value when observable data are not
present, (2) observable market information from an inactive market should be
taken into account, and (3) the use of broker quotes or pricing services should
be considered in assessing the relevance of observable and unobservable data to
measure fair value. The Company adopted the provisions of FSP 157-3, which did
not impact the Company’s financial position or results of
operations.





In
December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, “Disclosures by
Public Entities (Enterprises) about Transfers of Financial Assets and Interests
in Variable Interest Entities” (“FSP FAS 140-4 and FIN 46(R)-8”). FSP FAS 140-4
and FIN 46(R)-8 amends FAS 140 and FIN 46(R) to require additional disclosures
regarding transfers of financial assets and interest in variable interest
entities. FSP FAS 140-4 and FIN 46(R)-8 is effective for interim or annual
reporting periods ending after December 15, 2008. FSP FAS 140-4 and FIN
46(R)-8 did not have any impact on the Company's financial
statements.




30
 Table of Contents




NOTE
A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


In
January 2009, the FASB issued FSP EITF 99-20-1, “Amendments to the Impairment
Guidance of EITF Issue No. 99-20, and EITF Issue No. 99-20, Recognition of
Interest Income and Impairment on Purchased and Retained Beneficial Interests in
Securitized Financial Assets”. FSP EITF 99-20-1 changes the impairment model
included within EITF 99-20 to be more consistent with the impairment model of
SFAS 115. FSP EITF 99-20-1 achieves this by amending the impairment
model in EITF 99-20 to remove its exclusive reliance on “market
participant” estimates of future cash flows used in determining fair value.
Changing the cash flows used to analyze other-than-temporary impairment from the
“market participant” view to a holder’s estimate of whether there has been a
“probable” adverse change in estimated cash flows allows companies to apply
reasonable judgment in assessing whether an other-than-temporary impairment has
occurred. The adoption of FSP EITF 99-20-1, which is effective for annual
reporting periods ending




NOTE B – SUPPLEMENTAL CASH
FLOW INFORMATION





Supplemental
disclosures of cash flow information for the period ended December 31, 2008 and
2007 are summarized as follows:




Cash paid
during the period ended December 31, 2008 and 2007 for interest and income
taxes:





2008                      
2007


Income
Taxes                          
$-0-                      
$ -0-


Interest                                    
$-0-                       $
-0-





NOTE C – SEGMENT
REPORTING





In June
1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 131, “Disclosures about Segments of an
Enterprise and Related Information.”  This statement requires
companies to report information about operating segments in interim and annual
financial statements.  It also requires segment disclosures about
products and services, geographic areas and major customers.  The
Company determined that it did not have any separately reportable operating
segments as of December 31, 2008 and 2007.




NOTE D – INCOME
TAXES




The
Company has approximately $3,710,000 of federal and state net operating losses
available that expire in various years through the year 2028.





Due to
operating losses, there was no provision for current federal or state income
taxes for the year ended December 31, 2008.





Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amount used for federal and state income tax purposes.





The
Company’s deferred tax asset at December 31, 2008 consists of net operating loss
carry-forward calculated using federal and state effective tax rates equating to
approximately $1,163,000 less a valuation allowance in the amount of $1,163,000.
Because of the Company’s lack of earnings history, the deferred tax asset has
been fully offset by a valuation allowance. The valuation allowance increased
(decreased) by approximately $38,000 for the year ended December 31,
2008.





Utilization
of the net operating losses may be subject to certain annual limitations due to
changes in control. This may result in the expiration of net operating losses
before full utilization.




The
Company’s total deferred tax asset as of December 31, 2008 and 2007 is as
follows:





2008
                    
                    
                    2007Net
      operating loss carry-forwards
                    
                    $
                    1,163,000
                    
                    
                    $
                    1,125,000Valuation
      Allowance
                    
                    
                    (1,163,000
                    )
                    
                    
                    (1,125,000
                    )$
                    -0-
                    
                    
                    $
                    -0-




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NOTE E -
INVENTORY





Inventory
of supplies are carried at the lower of cost or market:





2008                      
2007


Inventory-supplies                 
$14,895                 
$ 14,515





NOTE F – SHORT-TERM
BORROWING-RELATED PARTY





As of
December 31, 2008, the Company had a short-term borrowing outstanding in the
amount of $181,738. The amount was due to Shanxi Qin E'Pang Tourism Development
Co., Ltd., representing unsecured advance which was interest-free and repayable
on demand. The imputedinterest on the amount was
not significant.





NOTE G – PAYABLES,
COMMITMENTS AND CONTIGENCIES





As of
December 31, 2008, the Company had a payable outstanding in the amount of
$241,417.





NOTE H – GOING
CONCERN





As shown
in the accompanying audited financial statements, the Company has a deficit book
value and a negative cash flow from operations that have placed substantial
doubt as to whether the Company can continue as a going concern. The ability of
the Company to continue as a going concern is dependent on developing
operations, increasing revenues, and obtaining new capital. Management has
enacted a plan to raise capital and increase profitability.




NOTE I –
LITIGATION


Dark Dynamite, Inc. and
Diversified Holdings X, Inc. v. Allen E. Weintraub andMiamiVenture Capital,
Inc. Civil complaint filed in the Third District Court of the State
of Utah, Salt Lake County, Civil No. 050905249. A default judgment was entered
against the defendants on March 15, 2006 after a hearing before the court, the
judgment awarded damages in the sums of $267,892, and an award for costs and
attorneys fees has not yet been calculated.  On January 16, 2008, the
Court issued an Order to Show Cause why this case should not be dismissed for
failure to prosecute.  The Court issued this Order because nothing had
been filed with the Court since January 16, 2007.  Plaintiff was
ordered to inform the Court of the status of the case and his intentions to
proceed within fifteen (15) days of the date the Order was
issued.  Plaintiff has failed to respond to the Court’s
Order.  Accordingly, the Court dismissed the case without prejudice on
February 19th,
2008.
  Securities
and Exchange Commission v. David M. Wolfson, et al. On October 16, 2004 a
civil complaint was filed by the Securities and Exchange Commission in which
Dark Dynamite, Inc. was named as a respondent. The Company's former president
Gino Carlucci was also named as a respondent. The suit was filed in the United
States District Court for the District of Utah and bears the docket number
2:03CV00914DAK and the style of the case is: “Securities and Exchange Commission
v. David M. Wolfson; NuWay Holdings, Inc., a Nevada corporation; Momentous
Group, LLC, a Utah limited liability company; Leeward Consulting Group, LLC, a
Utah limited liability company; Sukumo Limited, a company incorporated in the
British Virgin Islands (a.k.a. Sukumo Group, Ltd., Fujiwara Group, First
Chartered Capital Corporation, First Colonial Trust, First China Capital and
International Investment Holding); Michael Sydney Newman (A.K.A. Marcus
Wiseman); Stem Genetics, Inc., a Utah corporation; Howard H. Robertson; Gino
Carlucci; G & G Capital, LLC an Arizona and Utah limited liability company;
F10 Oil and Gas Properties, Inc.; Jon H. Marple; Mary E. Blake; Jon R. Marple;
Grateful Internet Associates, LLC, a Colorado limited liability company;
Diversified Financial Resources Corporation, a Delaware corporation; John
Chapman; Valesc Holdings, Inc., a New Jersey corporation; Jeremy D. Kraus;
Samuel Cohen; Dark Dynamite, Inc., (The Company) a Nevada corporation. The
complaint alleges that the Company failed to accurately and fully disclose the
nature of its relationship to The Sukumo Group, Inc., including the failure of
Sukumo to complete the purchase of the shares and alleges that Sukumo acted as a
selling agent for the Company. The complaint also faults The Sukumo Group Inc.'s
actions with regard to the sale of common stock to off shore purchasers for
failing to disclose the interest that Sukumo had in each sale, reporting that it
was taking a 1-2% commission on the sale rather than keeping 70% or more of the
proceeds of each transaction. The Company filed a motion to dismiss the
complaint based upon a lack of jurisdiction and the failure of the complaint to
adequately set forth the actions of the Company which form the basis of a cause
of action against the Company that was denied by the Court. The Company filed an
answer disputing the allegations of the complaint and has participated in some
pre-trial discovery.
  The
Company and the Government have agreed upon the terms of a settlement, the terms
of which provide for the Company to pay the sum of $30,000 to the SEC. A final
judgment has been entered and the related payment has been made in this case
during the quarter ended September 30, 2008.


32
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NOTE J – RELATED PARTY
TRANSACTIONS





The
Company's subsidiary Kai Da signed a management contract with Shanxi Qin E'Pang
Tourism Development Co., Ltd. (“Qin E'Pang Tourism”). According to the contract,
the Company will manage the E'Pang palace theme partk, hotel, and restaurant
from August 1, 2005 to July 31, 2010 and hold 90% of the net profits. The
remaining 10% of the net profit will be returned to Qin E'Pang Tourism. As of
December 31, 2008, the Company had a short-term borrowing outstanding in the
amount of $181,738 due to Qin E’Pang Tourism (see NOTE F).





The
shareholder paid all necessary overseas consulting and advising fees, lawyer
fees, and accounting fees from period to period out of his own personal bank
accounts in the United States due to the strict laws and regulations imposed by
the Chinese government on out-going foreign currency wire transfers. The amount
outstanding as of December 31, 2008 and 2007 was $58,120 and $24,620,
respectively. The shareholder loan is not evidenced by a promissory note, but
rather is an oral agreement between the shareholder and the
Company.




NOTE K – SUBSEQUENT
EVENT





On
February 17, 2009, the Company entered into a transfer & change of control
agreement (the “Agreement”) with Ms. Wanwen Su (the “Buyer”) and Mr. Ming Lei,
our former president (the “Seller). There were no material relationships between
the Company or its affiliates and any of the parties to the Agreement, other
than in respect to the Agreement.





Pursuant
to the terms and conditions of the Agreement, the Buyer acquired from the Seller
2,636,000 shares of preferred stock of the Company and received a “controlling
interest” in the Company.





On
February 18, 2009, the Board of Directors of the Company adopted a resolution
approving a two hundred to one reverse split of our Common Stock. The reverse
split combines the Company’s outstanding Common Stock on the basis of 200
outstanding shares being changed to 1 outstanding share. Each shareholder’s
percentage ownership in the Company (and relative voting power) will remain
essentially unchanged as a result of the reverse split. The reverse split was
effective on April 3, 2009.





The
statement of equity and the earnings per share numbers in the financial
statements have been restated per FASB 128 paragraph 134.




33
 Table of Contents




ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE




None.




ITEM
9A. CONTROLS AND PROCEDURES




We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of
1934 (“Exchange Act”) is recorded, processed, summarized and reported within the
specified time periods. Our Chief Executive Officer and its Chief Financial
Officer (collectively, the “Certifying Officers”) are responsible for
maintaining our disclosure controls and procedures. The controls and procedures
established by us are designed to provide reasonable assurance that information
required to be disclosed by the issuer in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Commission’s rules and
forms.




As of the
end of the period covered by this report, the Certifying Officers evaluated the
effectiveness of our disclosure controls and procedures. Based on the
evaluation, the Certifying Officers concluded that our disclosure controls and
procedures were effective to provide reasonable assurance that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the applicable rules and forms, and that it is accumulated
and communicated to our management, including the Certifying Officers, as
appropriate to allow timely decisions regarding required
disclosure.




The
Certifying Officers have also concluded, based on their evaluation of our
controls and procedures that as of December 31, 2008, our internal controls over
financial reporting are effective and provide a reasonable assurance of
achieving their objective.




The
Certifying Officers have also concluded that there was no change in our internal
controls over financial reporting identified in connection with the evaluation
that occurred during our fourth fiscal quarter that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.




ITEM
9A(T). CONTROLS AND PROCEDURES




(a) Conclusions
regarding disclosure controls and procedures. Disclosure controls and
procedures are the Company’s controls and other procedures that are designed to
ensure that information required to be disclosed by the Company in the reports
that the Company files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by the Company in the reports that it files
under the Exchange Act is accumulated and communicated to the Company’s
management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure.
Management is responsible for establishing and maintaining adequate internal
control over financial reporting.




Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-14(c) promulgated under the Exchange Act as of December 31, 2008,
and, based on their evaluation, as of the end of such period, the our disclosure
controls and procedures were effective as of the end of the period covered by
the Annual Report,




34
 Table of Contents




(b) Management’s
Report On Internal Control Over Financial Reporting. It is management’s
responsibilities to establish and maintain adequate internal controls over the
Company’s financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a
process designed by, or under the supervision of, the issuer’s principal
executive and principal financial officers and effected by the issuer’s
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:





•
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      issuer; and





•
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles and that receipts and expenditures of the issuer are
      being made only in accordance with authorizations of management of the
      issuer; and





•
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the issuer’s assets that
      could have a material effect on the financial
  statements.





As of the
end of the period covered by the Annual Report, an evaluation was carried out
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
our internal control over financial reporting.




Management
assessed the effectiveness of our internal control over financial reporting as
of December 31, 2008. In making this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control-Integrated Framework.




Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, internal controls over financial
reporting were effective as of the end of the period covered by the
Report.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.




This
Annual Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this Annual
Report.




(c) Changes in
internal control over financial reporting. There were no changes in our
internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





ITEM 9B. OTHER
INFORMATION





None.




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 Table of Contents




PART
III





ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT




Directors
and Executive Officers





Identification of Directors
and Executive Officers and Significant Employees




The
following table identifies all of our current executive officers, directors and
significant employees. The officers and directors will serve until the next
annual meeting of the stockholders, or until their successors are elected or
appointed and qualified, or they resign or are terminated.




Name
            Age
            Position
            CommencedWanwen
      Su
            36
            CEO,
      President
            2/17/2009*Weiheng
      Cai
            36
            Independent
      Director
            2/17/2009Yanfen
      Su
            58
            Independent
      Director
            2/26/2009





All
executive officers are elected by the Board and hold office until the next
Annual Meeting of stockholders and until their successors are elected and
qualify.





* Ms.
Wanwen Su was appointed to the board effective as of February 17, 2009, the
effective date of the resignation of Mr. Ming Lei as former President and
CEO.





Business Experience and
Personal Background





Ms.
Wanwen Su graduated from Guangzhou Jinan University with a degree in Accounting.
She previously worked as a manager of Burberry Guangzhou. She founded Guangzhou
Chengkai Logistics Co. Ltd in 2005. She has experience in marketing and sales of
luxury goods and has established herself well in the logistics
business





Mr.
Weiheng Cai,age
36, has worked as a technical consultant for the past 5 years both independently
and for Conceptual Management, Inc., his wholly-owned company. Mr. Cai primarily
performs his services from the Peoples Republic of China where he resides. Mr.
Cai performs website development services for emerging companies. He has a BS in
Business Administration from the University of North Carolina.





Ms.
Yanfen Su, 58 years old, graduated from Zhongshan University with a degree in
Journalism. She has decades of management experience, and previously worked
at Guangzhou Pearl River Group as an Administrative Manager. Ms.Su is
currently retired.





Promoters
and Control Persons




These
directors may be considered control persons of us within the meaning of the
rules promulgated under the Securities Act of 1933, as amended, by virtue of his
and her share ownership, his and her ability to influence our activities, and
his positions as our officers and directors.




36
 Table of Contents





Family
Relationships




Ms.
Yanfen Su is the mother of Ms. Wanwen Su.




Legal
Proceedings





No
officer, director, or persons nominated for such positions and no promoter or
significant employee of ours has been involved in legal proceedings that would
be material to an evaluation of our management.





Audit
Committee





We do not
have a separately designated standing audit committee. Pursuant to Section
3(a)(58)(B) of the Exchange Act, the entire Board of Directors acts as an audit
committee for the purpose of overseeing the accounting and financial reporting
processes, and audits of our financial statements. The Commission recently
adopted new regulations relating to audit committee composition and functions,
including disclosure requirements relating to the presence of an "audit
committee financial expert" serving on its audit committee. In connection with
these new requirements, our Board of Directors examined the Commission's
definition of "audit committee financial expert" and concluded that we do not
currently have a person that qualifies as such an expert. We have had minimal
operations for the past two (2) years. Presently, there are only four (4)
directors serving on our Board, and us are not in a position at this time to
attract, retain and compensate additional directors in order to acquire a
director who qualifies as an "audit committee financial expert", but we intend
to retain an additional director who will qualify as such an expert, as soon as
reasonably practicable. While neither of our current directors meets the
qualifications of an "audit committee financial expert", each of our directors,
by virtue of his past employment experience, has considerable knowledge of
financial statements, finance, and accounting, and has significant employment
experience involving financial oversight responsibilities. Accordingly, we
believe that our current directors capably fulfill the duties and
responsibilities of an audit committee in the absence of such an
expert.





Code
of Ethics





We have
adopted a code of ethic (the "Code of Ethics") that applies to our principal
chief executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. A draft of the
Code of Ethics is in Exhibit 14.1 hereto. The Code of Ethics is being designed
with the intent to deter wrongdoing, and to promote the following:





•
            Honest
      and ethical conduct, including the ethical handling of actual or
      apparentconflicts
      of interest between personal and professional
  relationships


•
            Full,
      fair, accurate, timely and understandable disclosure in reports
      anddocuments
      that a small business issuer files with, or submits to, the Commission and
      in other public communications made by the small business
      issuer


•
            Compliance
      with applicable governmental laws, rules and
  regulations


•
            The
      prompt internal reporting of violations of the code to an appropriate
      person orpersons
      identified in the code


•
            Accountability
      for adherence to the code





Section
16(a) Beneficial Ownership Reporting Compliance




Under
Section 16(a) of the Exchange Act, all executive officers, directors, and each
person who is the beneficial owner of more than 10% of the common stock of a
company that files reports pursuant to Section 12 of the Exchange Act, are
required to report the ownership of such common stock, options, and stock
appreciation rights (other than certain cash-only rights) and any changes in
that ownership with the Commission. Specific due dates for these reports have
been established, and we are required to report, in this Form 10-K, any failure
to comply therewith. We believe that all of these filing requirements were
satisfied by our executive officers, directors and by the beneficial owners of
more than 10% of our common stock. In making this statement, hawse have relied
solely on copies of any reporting forms received by it, and upon any written
representations received from reporting persons that no Form 5 (Annual Statement
of Changes in Beneficial Ownership) was required to be filed under applicable
rules of the Commission.




37
 Table of Contents





ITEM 11. EXECUTIVE
COMPENSATION





The
following table sets forth certain information regarding the annual and
long-term compensation for services in all capacities to us for the prior fiscal
years ended December 31, 2008, 2007, and 2006, of those persons who were
either the chief executive officer during the last completed fiscal year or any
other compensated executive officers as of the end of the last completed fiscal
year, and whose compensation exceeded $100,000 for those fiscal
periods.


SUMMARY COMPENSATION
TABLE
 Annual
      Compensation
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          Awards
                                                                                          
                                                                                          
                                                                                          
                                                                                          PayoutsName
      and Principal
                                                                                            Position
                                                                                          Year
                                                                                          
                                                                                          Salary
                                                                                            ($)
                                                                                          
                                                                                          
                                                                                          Bonus
                                                                                            ($)
                                                                                          
                                                                                          Other
      Annual Compensation
                                                                                            ($)
                                                                                          
                                                                                          Restricted
      Stock Award(s)
                                                                                            ($)
                                                                                          
                                                                                          Securities
      Underlying Options
                                                                                            SARs(#)
                                                                                          
                                                                                          LTIP
      payouts
                                                                                            ($)
                                                                                          
                                                                                          All
      Other Compensation
                                                                                            ($)Wanwen
      Su, President and CEO
                                                                                          2008
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---Ming
      Lei, Former President
                                                                                          2008
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---2007
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---2006
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---Wang,
      Xiao Jun, Former CFO
                                                                                          2008
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---2007
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---2006
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---Yanfen Su, Independent
      Director
                                                                                          2008
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---Weiheng
      Cai, Independent Director
                                                                                          2008
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          
                                                                                          ---
                                                                                          
                                                                                          ---






ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK HOLDER
MATTERS





As of
April 8, 2009, we had 4,494 stockholders of record and 245,026 shares of our
Common Stock issued and outstanding. The following tables set forth the
ownership, as of April 8, 2009, of our common stock (a) by each person known by
us to be the beneficial owner of more than 5% of our outstanding common stock,
and (b) by each of our directors, by all executive officers and our directors as
a group. To the best of our knowledge, all persons named have sole voting and
investment power with respect to such shares, except as otherwise
noted.




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 Table of Contents





Security
Ownership of Certain Beneficial Owners


Name
      and Address of Beneficial Owner(1)
                                      
                                      Amount
      and
                                        Nature
      of
                                        Beneficial
                                        Ownership
                                      
                                      Percentage
      of
                                        Preferred
      Stock(2)Ms.
      Wanwen Su
                                        Rm
      910 Yi An Guang Chang
                                        N0
      33 Jian She Liu Ma Lu
                                        Guangzhou,
      China
                                      
                                      
                                      2,636,000
                                      
                                      
                                      
                                      80%Mr.
      Ming Lei
                                        E
      Pang Gong Site,
                                        44
      Hong Guang Road
                                        Xi
      An, P.R. China 710068
                                      
                                      
                                      659,000
                                      
                                      
                                      
                                      20%All
      directors and executive officers as a group (1 person)
                                      
                                      
                                      2,636,000
                                      
                                      
                                      
                                      80%
  (1)
                            Unless
      otherwise indicated in the footnotes to the table, each shareholder shown
      on the table has sole voting and investment power with respect to the
      shares beneficially owned by him or
it.


(2)
              Based
      on 3,295,000 shares of Preferred Stock issued and
    outstanding.




Name
      and Address of Beneficial Owner(1)
                                          
                                          Amount
      and
                                            Nature
      of
                                            Beneficial
                                            Ownership
                                          
                                          
                                          Percentage
      of
                                            Common
      Stock(2)Ms.
      Wanwen Su
                                            Rm
      910 Yi An Guang Chang
                                            N0
      33 Jian She Liu Ma Lu
                                            Guangzhou,
      China
                                          
                                          
                                          65,900,000
                                          
                                          (3)
                                          
                                          
                                          79.76
                                          %Mr. Ming Lei

                                            E
      Pang Gong Site,
                                            44
      Hong Guang Road
                                            Xi
      An, P.R. China 710068
                                          
                                          
                                          16,487,405
                                          
                                          (4)
                                          
                                          
                                          19.96
                                          %All
      directors and executive officers as a group (1 person)
                                          
                                          
                                          65,900,000
                                          
                                          
                                          
                                          
                                          79.76
                                          %


(1)
            Unless
      otherwise indicated in the footnotes to the table, each shareholder shown
      on the table has sole voting and investment power with respect to the
      shares beneficially owned by him or it.(2)
            The
      total 82,620,026 shares of Common Stock outstanding are based on 3,295,000
      shares of Preferred Stock issued and outstanding with a conversion ratio
      of 1 for 25, plus 245,026 shares of Common Stock issued and
      outstanding.


(3)
            Ms.
      Su owns 2,636,000 shares of preferred stock, once converted, would equal
      65,900,000 shares of common stock.(4)
            Based
      on 659,000 shares of preferred stock with a conversion ratio of 1 for 25
      and 12,405 shares of common stock already issued and outstanding for Mr.
      Ming Lei.




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 Table of Contents




Change
in Control Arrangements





On
January 15, 2009, China International Tourism Holdings, Ltd., (the “Company”)
entered into a transfer & change of control agreement (the “Agreement”) with
Ms. Wanwen Su (the “Buyer”) and Mr. Ming Lei (the “Seller). There were no
material relationships between the Company or its affiliated and any of the
parties to the Agreement, other than in respect to the Agreement.





Pursuant
to the terms and conditions of the Agreement, the Buyer acquired from the Seller
2,636,000 shares of preferred stock of the Company and received the “controlling interests” of
the Company.





The Buyer
entered into an agreement to acquire control of the Registrant on January 15,
2009 through the transfer of preferred stock representing approximately 79.76%
of the fully diluted issued and outstanding shares of stock of the Company.
Pursuant to the Agreement the Buyer purchased 2,636,000 shares of convertible
preferred stock from the Seller, with a conversion ratio of 1 for 25 shares. The
Buyer has the option to convert the 2,636,000 Preferred Shares to Common Stock
at a 1 for 25 ratio, which will yield 65,900,000 shares of common stock of
the Company. There was no cash paid for the Transaction but the shares were
sold in consideration of settlement of all debts and liabilities in the Company
and in expectation of execution of a binding plan of exchange within thirty days
whereby the Company will exchange shares with Chengkai Logistic Company
(“Chengkai”), a corporation organized under the laws of the Peoples’ Republic of
China and Chengkai will become a wholly owned subsidiary of the
Company.





Immediately
prior to the closing of the change of control transaction, the Seller served as
the Chairman of the Board of Directors. Pursuant to the terms and conditions set
forth in the agreement, immediately following the closing of the change in
control transaction, (1) the buyer’ nominee, Ms. Wanwen Su was appointed to the
Board of Directors; (2) the seller tendered a resignation from the Board of
Directors and as an officer; (3) effective as of ten days after the delivery to
the shareholders of the Registrant of an Information Statement pursuant to Rule
14f; (4) the parties agreed to appoint the buyer’s nominee, Ms. Wanwen Su, to
the Board of Directors as at a future date to be determined by the buyer; and
(5) the buyer appointed Mr. Weiheng Cai to the Board of Directors as an
independent director.





With the
completion of the change in control transaction, the appointment of Ms. Wanwen
Su to the Board of Directors and the resignation of Ming Lei from the Board of
Directors, there were no other arrangements that would result in a change in
control of the Company.





ITEM 13.CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE





Other than as disclosed below, none of our present directors, officers
or principal shareholders, nor any family member of the foregoing, nor, to the
best of our information and belief, any of our former directors, senior officers
or principal shareholders, nor any family member of such former directors,
officers or principal shareholders, has or had any material interest, direct or
indirect, in any transaction, or in any proposed transaction which has
materially affected or will materially affect us.




Our
subsidiary Kai Da signed a management contract with Shanxi Qin E'Pang Tourism
Development Co., Ltd. (“Qin E'Pang Tourism”). According to the contract, the
Company will manage the E'Pang palace theme park, hotel, and restaurant from
August 1, 2005 to July 31, 2010 and hold 90% of the net profits. The remaining
10% of the net profit will be returned to Qin E'Pang Tourism. As of December 31,
2008, the Company had a short-term borrowing outstanding in the amount of
$181,738 due to Qin E’Pang Tourism (see NOTE F in Item 8).





The
shareholder paid all necessary overseas consulting and advising fees, lawyer
fees, and accounting fees from period to period out of his own personal bank
accounts in the United States due to the strict laws and regulations imposed by
the Chinese government on out-going foreign currency wire transfers. The amount
outstanding as of December 31, 2008 and 2007 was $58,120 and $24,620,
respectively. The shareholder loan is not evidenced by a promissory note, but
rather is an oral agreement between the shareholder and the
Company.




40
 Table of Contents





ITEM 14. PRINCIPAL
ACCOUNTING FEES AND SERVICES





The
following table represents the aggregate fees billed for professional audit
services rendered to the independent auditor, Lake & Associates CPA’s LLC
(“Lake”), for our audit of the annual financial statements for the years ended
December 31, 2008 and 2007. Audit fees and other fees of auditors are listed as
follows:




Year Ended December 31
                    
                    2008
                    
                    
                    2007Lake
                    
                    
                    LakeAudit
      Fees (1)
                    
                    $
                    19,000
                    (2)
                    
                    $
                    37,000
                    (3)Audit-Related
      Fees (4)
                    
                    
                    --
                    
                    
                    
                    --Tax
      Fees (5)
                    
                    
                    --
                    
                    
                    
                    --All
      Other Fees (6)
                    
                    
                    --
                    
                    
                    
                    --Total
      Accounting Fees and Services
                    
                    $
                    19,000
                    
                    
                    $
                    37,000





(1)
              Audit Fees. These are
      fees for professional services for the audit of our annual financial
      statements, and for the review of the financial statements included in our
      filings on Form 10-Q, and for services that are normally provided in
      connection with statutory and regulatory filings or
      engagements.


(2)
              The
      amounts shown in 2008 relate to (i) the audit of our annual financial
      statements for the fiscal year ended December 31, 2008, and (ii) the
      review of the financial statements included in our filings on Form 10-Q
      for the quarters of 2009.


(3)
              The
      amounts shown in 2007 relate to (i) the audit of our annual financial
      statements for the fiscal year ended December 31, 2007, and (ii) the
      review of the financial statements included in our filings on Form 10-Q
      for the quarters of 2008.


(4)
              Audit-Related Fees.
      These are fees for the assurance and related services reasonably related
      to the performance of the audit or the review of our financial
      statements.


(5)
              Tax Fees. These are
      fees for professional services with respect to tax compliance, tax advice,
      and tax planning.


(6)
              All Other Fees. These
      are fees for permissible work that does not fall within any of the other
      fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax
      Fees.




Pre-Approval
Policy for Audit and Non-Audit Services





We do not
have a standing audit committee, and the full Board performs all functions of an
audit committee, including the pre-approval of all audit and non-audit services
before we engage an accountant. All of the services rendered by Lake &
Associates CPA’s LLC were pre-approved by our Board of Directors.





We are
presently working with its legal counsel to establish formal pre-approval
policies and procedures for future engagements of our accountants. The new
policies and procedures will be detailed as to the particular service, will
require that the Board or an audit committee thereof be informed of each
service, and will prohibit the delegation of pre-approval responsibilities to
management. It is currently anticipated that our new policy will provide (i) for
an annual pre-approval, by the Board or audit committee, of all audit,
audit-related and non-audit services proposed to be rendered by the independent
auditor for the fiscal year, as specifically described in the auditor's
engagement letter, and (ii) that additional engagements of the auditor, which
were not approved in the annual pre-approval process, and engagements that are
anticipated to exceed previously approved thresholds, will be presented on a
case-by-case basis, by the President or Controller, for pre-approval by the
Board or audit committee, before management engages the auditors for any such
purposes. The new policy and procedures may authorize the Board or audit
committee to delegate, to one or more of its members, the authority to
pre-approve certain permitted services, provided that the estimated
fee for any such service does not exceed a specified dollar amount (to be
determined). All pre-approvals shall be contingent on a finding, by the Board,
audit committee, or delegate, as the case may be, that the provision of the
proposed services is compatible with the maintenance of the auditor's
independence in the conduct of its auditing functions. In no event shall any
non-audit related service be approved that would result in the independent
auditor no longer being considered independent under the applicable rules and
regulations of the Securities and Exchange Commission.




(a) On
December 31, 2008, our Chief Executive Officer and Chief Financial Officer made
an evaluation of our disclosure controls and procedures. In our opinion, the
disclosure controls and procedures are adequate because the systems of controls
and procedures are designed to assure, among other items, that 1) recorded
transactions are valid; 2) valid transactions are recorded; and 3) transactions
are recorded in the proper period in a timely manner to produce financial
statements which present fairly the financial condition, results of operations
and cash flows for the respective periods being presented. Moreover, the
evaluation did not reveal any significant deficiencies or material weaknesses in
our disclosure controls and procedures.





(b) There
have been no significant changes in our internal controls or in other factors
that could significantly affect these controls since the last
evaluation.





41
 Table of Contents




PART
IV
 
 ITEM
15.EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
 
 (a)
              Financial
      Statements
 
 1. The
following financial statements of China International Tourism Holdings, Ltd. are
included in Part II, Item 8:
 
 Report of
Independent Registered Public Accounting Firm Balance Sheet at December 31,
2008
 Statements
of Operations - for the years endedDecember 31, 2008 and
2007
 Statements
of Cash Flows - for the years ended December 31, 2008 and 2007
 Statements of Stockholders’ Equity -
for the years ended December 31, 2008 and
2007
 Notes to Financial
Statements




Exhibits
  14.1.   Code of Ethics
 31.1.   Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive
Officer and Chief Financial Officer
 32.1.   Section 1350 Certifications of Chief Executive Officer and
Chief Financial Officer


(b)
              Reports
      on Form 8-K
  (1)
              On
      February 17, 2009, we filed a current report on Form 8-K to announce the
      Company entered into a transfer & change of control agreement with Ms.
      Wanwen Su (the “Buyer”) and Mr. Ming Lei (the “Seller). Pursuant to the
      terms and conditions of the Agreement, the Buyer acquired from the Seller
      2,636,000 shares of preferred stock of the Registrant. We also announced
      the appointment of Ms. Wanwen Su as President and Chairman of the Board,
      and Mr. Weiheng Cai as an Independent Director to the Board of
      Directors.
 (2)
              On
      March 3, 2009, we filed a current report on Form 8-K to announce
      that  the Board of Directors of the Company adopted a resolution
      approving a two hundred to one reverse split of our issued and outstanding
      Common Stock. The reverse split combines our outstanding Common Stock on
      the basis of 200 outstanding shares being changed to 1 outstanding share.
      Each shareholder’s percentage ownership in the Company (and relative
      voting power) will remain essentially unchanged as a result of the reverse
      split.
 (3)
              On
      March 4, 2009, we filed a current report on Form 8-K to announce the
      appointment of Ms. Yanfen Su as an Independent Director to the Board of
      Directors.




42
 Table of Contents




SIGNATURES
  In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned majority of the Board of Directors, thereunto duly
authorized.
  CHINA
      INTERNATIONA TOURISM HOLDINGS, LTD.Date:
      April 9, 2009
                By:
                /s/ Wanwen
      SuWanwen
      SuPresident,
      Chief Executive Officer, Chief Financial Officer and
    Director






43