**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**







**AMENDMENT
        No. 2 to FORM 10-QSB/A**







(Mark
      One)




x
            **Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934.**




**For
      the quarter ended September 30, 2006**




**o**
            **Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934.**




For
      the
      transition period from ________ to __________




Commission
      File Number: 000-30790





**CHINA
      YINGXIA INTERNATIONAL, INC.**


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




**Florida**
            **65-0664961**(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employee Identification No.)





**c/o
                American Union Securities 100 Wall Street 15th Floor New York, NY
                10005**(Address
                of principal executive offices)





**(212)
                232-0120**(Issuer’s
                telephone number)








(Former
      name, former address and former fiscal year, if changed since last
      report)




Check
      whether the issuer (1) 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 o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).




Yes
o
Nox




The
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of November 17, 2006 is 33,608,857 shares of common stock.









**CHINA
      YINGXIA INTERNATIONAL, INC.**


**FORM
      10-QSB**





**TABLE
      OF CONTENTS**










**PART
                I – FINANCIAL
                INFORMATION**
            1Item
                1. Financial Statements
            1Item
                2. Management’s Discussion and Analysis or Plan of
                Operation
            1Item
                3. Controls and Procedures
            2**PART
                II – OTHER INFORMATION**
            2Item
                1. Legal Proceedings
            2Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            2Item
                3. Defaults Upon Senior Securities
            2Item
                4. Submission of Matters to a Vote of Security Holders
            2Item
                5. Other Information
            2Item
                6. Exhibits
            2**SIGNATURES**
            4









2


**PART
      I - FINANCIAL INFORMATION**


**Item
                  1.**
              ****Financial
                  Statements.****




**CHINA
                  YINGXIA INTERNATIONAL, INC. AND SUBSIDIARIES****CONDENSED
                  CONSOLIDATED BALANCE SHEETS****ASSETS****September
                  30,****2006**
              
              
              **2005****Unaudited**Current
                  assets:Cash
                  and cash equivalents
              
              $
              67,950
              
              
              $
              34,903Accounts
                  receivable - net of allowance for doubtful accountsof
                  $282,496 & $276,678, respectively
              
              
              289,922
              
              
              
              676,717Inventory
              
              
              1,019,803
              
              
              
              182,908Prepaid
                  expenses
              
              
              10,686
              
              
              
              4,022Advances
                  to suppliers
              
              
              5,773,610
              
              
              
              3,955,411Total
                  Current Assets
              
              
              7,161,971
              
              
              
              4,853,961Property
                  and equipment, net of accumulated depreciationof
                  $2,209,129 & $1,783,645, respectively
              
              
              5,084,797
              
              
              
              5,139,729Other
                  assets:Construction
                  in progress
              
              
              5,407,626
              
              
              
              4,712,389Other
                  receivables
              
              
              4,290,890
              
              
              
              3,105,792Total
                  Assets
              
              $
              21,945,284
              
              
              $
              17,811,871**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**Current
                  liabilities:Accounts
                  payable
              
              $
              369,634
              
              
              $
              499,833Income
                  tax payable
              
              
              417,508
              
              
              
              2,402,098Other
                  taxes (VAT) payable
              
              
              643,707
              
              
              
              532,017Accrued
                  expenses and other payables
              
              
              2,126,889
              
              
              
              858,427Notes
                  payable - current portion
              
              
              99,798
              
              
              
              210,652Total
                  Current Liabilities
              
              
              3,657,536
              
              
              
              4,503,027Stockholders'
                  EquityPreferred
                  stock, $0.001 par value, 10,000,000 shares authorized; - 0 -
                  sharesoutstanding
                  at September 30, 2006 and December 31, 2005;
              
              
              -
              
              
              
              -Common
                  stock, $0.001 par value, 100,000,000 shares authorized;33,608,857
                  & 3,413,655 shares issued and outstanding at September
                  30,2006
                  and December 31, 2005, respectively;
              
              
              33,609
              
              
              
              3,414Additional
                  paid-in capital
              
              
              7,324,378
              
              
              
              7,354,857Accumulated
                  other comprehensive income
              
              
              670,438
              
              
              
              359,819Retained
                  earnings - Appropriated
              
              
              883,497
              
              
              
              854,152Retained
                  earnings -Unappropriated
              
              
              9,375,827
              
              
              
              4,736,602Total
                  Shareholders' Equity
              
              
              18,287,749
              
              
              
              13,308,844Total
                  Liabilities and Stockholders' Equity
              
              $
              21,945,284
              
              
              $
              17,811,871






3




**CHINA
                    YINGXIA INTERNATIONAL, INC. AND SUBSIDIARIES****CONDENSED
                    CONSOLIDATED STATEMENTS OF INCOME****For
                    the nine and three months ended September 30, 2006 and
                    2005****Nine-Month
                    Ended**
                
                
                **Three-Month
                    Ended****September
                    30,**
                
                
                **September
                    30,**
                
                
                **September
                    30,**
                
                
                **September
                    30,****2006**
                
                
                **2005**
                
                
                **2006**
                
                
                **2005****(Unaudited)**
                
                
                **(Unaudited)**
                
                
                **(Unaudited)**
                
                
                **(Unaudited)**Sales
                
                $
                5,308,352
                
                
                $
                4,213,156
                
                
                $
                1,857,392
                
                
                $
                1,956,583Cost
                    of Sales
                
                
                2,194,473
                
                
                
                1,818,698
                
                
                
                918,481
                
                
                
                830,883Gross
                    Profit
                
                
                3,113,879
                
                
                
                2,394,458
                
                
                
                938,911
                
                
                
                1,125,700Operating
                    ExpensesSelling,
                    general and administrative
                
                
                430,250
                
                
                
                302,065
                
                
                
                196,762
                
                
                
                157,910Operating
                    income
                
                
                2,683,629
                
                
                
                2,092,393
                
                
                
                742,149
                
                
                
                967,790Other
                    Income and ExpensesInterest
                    income
                
                
                212
                
                
                
                233
                
                
                
                102
                
                
                
                -Other
                    income
                
                
                138
                
                
                
                24,425
                
                
                
                -
                
                
                
                24,425Interest
                    expense
                
                
                -
                
                
                
                7,670
                
                
                
                -
                
                
                
                7,670Income
                    Before Income Taxes
                
                
                2,683,979
                
                
                
                2,109,382
                
                
                
                742,251
                
                
                
                984,545(Benefit)
                    Provision for Income Taxes
                
                
                (1,984,590
                )
                
                
                696,096
                
                
                
                (2,216,535
                )
                
                
                324,900Net
                    Income
                
                $
                4,668,569
                
                
                $
                1,413,286
                
                
                $
                2,958,786
                
                
                $
                659,645Basic
                    and diluted income per common share
                
                $
                0.41
                
                
                $
                0.41
                
                
                $
                0.26
                
                
                $
                0.19Weighted
                    average common shares
                
                
                11,418,877
                
                
                
                3,413,655
                
                
                
                11,418,877
                
                
                
                3,413,655
   4
  **CHINA
                    YINGXIA INTERNATIONAL, INC. AND SUBSIDIARIES**
                  **CONSOLIDATED
                      STATEMENTS OF CASH FLOWS**
                  
                  For
                      the nine months ended September 30, 2006 and 2005
  **2006**
                  
                  
                  **2005****(Unaudited)**
                  
                  
                  **(Unaudited)**Cash
                      Flows From Operating Activities:Net
                      income
                  
                  $
                  4,668,569
                  
                  
                  $
                  1,413,286Adjustments
                      to reconcile net income to net cashprovided
                      by operating activities:Depreciation
                      and amortization
                  
                  
                  387,978
                  
                  
                  
                  303,255Changes
                      in operating assets and liabilities:Accounts
                      receivable
                  
                  
                  386,795
                  
                  
                  
                  81,919Inventory
                  
                  
                  (836,895
                  )
                  
                  
                  1,477,770Other
                      receivable
                  
                  
                  (1,185,098
                  )
                  
                  
                  205,780Advances
                      to suppliers
                  
                  
                  (1,818,199
                  )
                  
                  
                  (861,084
                  )Prepaid
                      expenses
                  
                  
                  (6,664
                  )
                  
                  
                  -Accounts
                      payable
                  
                  
                  (130,199
                  )
                  
                  
                  (96,027
                  )Unearned
                      revenue
                  
                  
                  -
                  
                  
                  
                  (52,422
                  )Taxes
                      payable
                  
                  
                  (1,872,900
                  )
                  
                  
                  772,293Accrued
                      expenses and other payables
                  
                  
                  1,268,462
                  
                  
                  
                  1,037,554Cash
                      provided by operating activities
                  
                  
                  861,849
                  
                  
                  
                  4,282,324Cash
                      Flows From Investing Activities:Purchase
                      of property and equipment
                  
                  
                  (224,972
                  )
                  
                  
                  (29,777
                  )Additions
                      to construction in process
                  
                  
                  (695,237
                  )
                  
                  
                  (415,310
                  )Cash
                      used in investing activities
                  
                  
                  (920,210
                  )
                  
                  
                  (445,087
                  )Cash
                      Flows From Financing Activities:Proceeds
                      from grants
                  
                  
                  -
                  
                  
                  
                  24,304Payment
                      of notes payable
                  
                  
                  (110,854
                  )
                  
                  
                  -Cash
                      provided by (used in) financing activities
                  
                  
                  (110,854
                  )
                  
                  
                  24,304Effect
                      of exchange rate changes on cash and cash equivalents
                  
                  
                  202,262
                  
                  
                  
                  179,025Net
                      Increase in cash and cash equivalents
                  
                  
                  33,047
                  
                  
                  
                  4,040,566Cash
                      and Cash Equivalents - Beginning of Period
                  
                  
                  34,903
                  
                  
                  
                  75,916Cash
                      and Cash Equivalents - Ending of Period
                  
                  $
                  67,950
                  
                  
                  $
                  4,116,482Supplemental
                      disclosures of cash flow information:Interest
                      paid
                  
                  $
                  -
                  
                  
                  $
                  7,670Income
                      Taxes paid
                  
                  $
                  -
                  
                  
                  $
                  -


5
  CHINA
            YINGXIA INTERNATIONAL, INC. & SUBSIDIARIES
 NOTES
            TO
            CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
            30, 2006 AND 2005 (UNAUDITED)
  1.  DESCRIPTION
          OF THE COMPANY
 
 China
          Yingxia International, Inc. (the “Company” or “China Yingxia”) was incorporated
          under the laws of State of Florida on May 6, 1996 under the original name
          RCA
          Trading Co., and the Company later changed its name to Agronix, Inc.
          (“Agronix”).
 
 On
          May
          12, 2006, Warner Nutroceutical International, Inc. (“WNI”) merged with and into
          Agronix pursuant to an Agreement of Merger and Plan of Reorganization
          (“Agreement”) dated May 10, 2006. Agronix was the surviving entity and
          subsequently changed its name to China Yingxia International, Inc. on July
          12,
          2006. Pursuant to the agreement, the Company issued to WNI shareholders
          54,811,475 shares of Common Stock, par value 0.01 per share, and 1,473,649.074
          shares of Class A Preferred Stock, par value $0.01 per share, of which
          each
          share is convertible into five hundred (500) shares of common stock, in
          consideration for a cash payment of $289,000 and all the outstanding shares
          of
          WNI, at the effective time of the merger, were canceled.
 
 For
          accounting purposes, the transaction has been accounted for as a reverse
          acquisition, under the purchase method of accounting. Accordingly, WNI
          was
          treated as the continuing entity for accounting purposes. Following the
          merger,
          the officers and directors of Agronix resigned and was replaced with the
          officers and directors of WNI.
 
 WNI,
          a
          Delaware holding company, operates its business through its wholly-owned
          subsidiary Harbin Yingxia Business Group Co., Ltd. (“Harbin Yingxia”), a Chinese
          company primarily engaged in the development, production and sales of organic
          agricultural by-products and nutritional health food products. Harbin Yingxia
          has several lines of products including organic food and produce, nutritional
          supplements, health care products and skin and beauty care
          products.
 
 2.   BASIS
          OF PREPARATION
 
 Interim
          financial statements:
 
 The
          accompanying financial statements and footnotes have been condensed and
          therefore do not contain all disclosures required by generally accepted
          accounting principles. The interim financial statements are unaudited;
          however,
          in the opinion of China Yingxia, the interim financial statements include
          all
          adjustments, consisting only of normal recurring adjustments, necessary
          for a
          fair statement of the results for the interim periods. Results for interim
          periods are not necessarily indicative of those to be expected for the
          full
          year. It is suggested that these condensed financial statements be read
          in
          conjunction with the December 31, 2005 audited financial statements and
          the
          accompanying notes thereto. While management believes that the procedures
          followed in preparing these condensed consolidated financial statements
          are
          reasonable, the
   6
  CHINA
              YINGXIA INTERNATIONAL, INC. & SUBSIDIARIES
 NOTES
              TO
              CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
              30, 2006 AND 2005 (UNAUDITED)
   2.   BASIS
          OF PREPARATION (Continued)
 
 accuracy
          of the amounts are in some respects dependent upon the facts that will
          exist,
          and procedures that will be accomplished by the Company later in the
          year.
 
 3.   SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES
 
 Use
          of
          estimates
 
 In
          preparing the financial statements in conformity with accounting principles
          generally accepted in the United States of America, management makes estimates
          and assumptions that affect the reported amounts of assets and liabilities
          and
          disclosures of contingent assets and liabilities at the dates of the financial
          statements, as well as the reported amounts of revenues and expenses during
          the
          reporting year. Significant estimates, required by management, include
          the
          recoverability of long-lived assets and the valuation of
          inventories.  Actual results could differ from those
          estimates.
 
 Cash
          and
          cash equivalents
 
 For
          purposes of the statement of cash flow, the Company considers all highly
          liquid
          investments with an original maturity of three months or less to be cash
          equivalents.
 
 Accounts
          Receivables
 
 Accounts
          receivables are stated at net realizable value. This value includes an
          appropriate allowance for estimated uncollectible accounts. The allowance
          is
          calculated based upon the evaluation and the level of past due accounts
          and the
          relationship with and the economic status of the customers.
 
 Inventories
 
 Inventories
          are valued at the lower of cost or market with cost determined on a first-in
          first-out basis.
 
 Property
          and equipment
 
 Property
          and equipment are stated at cost, net of accumulated
          depreciation.  Maintenance and repairs are charged to expense as
          incurred. Depreciation is computed using the straight-line method over
          the
          estimated useful lives of 5-10 years.
 
 7
 
 CHINA
              YINGXIA INTERNATIONAL, INC. & SUBSIDIARIES
 NOTES
              TO
              CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
              30, 2006 AND 2005 (UNAUDITED)
 
 3.   SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Advance
          to suppliers
 
 Prepaid
          expenses represent the payments made and recorded in advance for goods
          and
          services.  Prepaid expenses were made for the purchase of the
          materials and equipment of the Company’s construction in progress. The final
          phase of the construction is not completed.  As such, no amortization
          was made for the period ended September 30, 2006.
 
 Income
          taxes
 
 The
          Company accounts for income tax under the provisions of SFAS No.109 "Accounting
          for Income Taxes", which requires recognition of deferred tax assets and
          liabilities for the expected future tax consequences of the events that
          have
          been included in the financial statements or tax returns.  Deferred
          income taxes are recognized for all significant temporary differences between
          tax and financial statements bases of assets and
          liabilities.  Valuation allowances are established against net
          deferred tax assets when it is more likely than not that some portion or
          all of
          the deferred tax asset will not be realized.
 
 Revenue
          recognition
 
 The
          Company utilizes the accrual method of accounting.  Revenue is
          recognized when merchandise is shipped and title passes to the customers
          and
          collection is reasonably assured.
 
 Concentration
          of credit risk
 
 Financial
          instruments that potentially subject the Company to concentration of credit
          risk
          consist primarily of accounts receivable and other receivables.  The
          Company does not require collateral or other security to support these
          receivables.  The Company conducts periodic reviews of its clients'
          financial condition and customer payment practices to minimize collection
          risk
          on accounts receivable.
 
 The
          Company's operations in the PRC are subject to special considerations and
          significant risks not typically associated with companies in North America
          and
          Western Europe. These include risks associated with, among others, the
          political, economic and legal environments legal environments and foreign
          currency exchange.
 
 8
  CHINA
              YINGXIA INTERNATIONAL, INC. & SUBSIDIARIES
 NOTES
              TO
              CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
              30, 2006 AND 2005 (UNAUDITED)
 
 
 3.   SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 The
          Company's results may be adversely affected by changes in the political
          and
          social conditions in the PRC, and by changes in governmental policies with
          respect to laws and regulations, anti-inflationary measures, currency conversion
          and remittance abroad, and rates and methods of taxation, among other
          things.
 
 Fair
          value of financial instruments
 
 The
          carrying amounts of certain financial instruments, including cash and cash
          equivalents, accounts receivable, other receivables, accounts payable,
          accrued
          expenses, taxes payable, notes payable and other loans payable approximate
          fair
          value due to the short-term nature of these items.  The carrying
          amounts of bank borrowings approximate the fair value based on the Company's
          expected borrowing rate for debt with similar remaining maturities and
          comparable risk.
 
 Foreign
          currency translation
 
 The
          Company’s functional currency is the Renminbi (“RMB”). Foreign currency
          transactions are translated at the applicable rates of exchange in effect
          at the
          transaction dates. Monetary assets and liabilities denominated in foreign
          currencies at the balance sheet date are translated at the applicable rates
          of
          exchange in effect at that date. Revenues and expenses are translated at
          the
          average exchange rates in effect during the reporting period.
 
 Translation
          adjustments arising from the use of different exchange rates from period
          to
          period are included as a component of stockholders' equity as "Accumulated
          Other
          Comprehensive Income".  Gains and losses resulting from foreign
          currency translations are included in Other Accumulated Comprehensive
          Income.
 
 Earnings
          per share
 
 Basic
          earnings per share are computed by dividing income available to common
          shareholders by the weighted-average number of common shares outstanding
          during
          the period. The common shares prior to the reverse split were retroactively
          restate. Diluted earnings per share is computed similar to basic earnings
          per
          share except that the denominator is increased to include the number of
          additional common shares that would have been outstanding if the potential
          common shares had been issued and if the additional common shares were
          dilutive.
          There are no common stock equivalents available for dilution purposes as
          of
          September 30, 2006.
 
 9
   CHINA
              YINGXIA INTERNATIONAL, INC. & SUBSIDIARIES
 NOTES
              TO
              CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
              30, 2006 AND 2005 (UNAUDITED)
 
 3.   SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Recent
          accounting pronouncements:
 
 In
          February 2006, the Financial Accounting Standards Board (“FASB”)
          issued
          SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, which
          amends
          SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities
          (“SFAS
          No.
          155), and SFAS No. 140, Accounting for Transfers and Servicing of Financial
          Assets and Extinguishments of Liabilities. SFAS No. 155 simplifies the
          accounting for certain derivatives embedded in other financial instruments
          by
          allowing them to be accounted for as a whole if the holder elects to account
          for
          the whole instrument on a fair value basis. SFAS No. 155 also clarifies
          and
          amends certain other provisions of SFAS No. 133 and SFAS No. 144. SFAS
          No. 155
          is effective for all financial instruments acquired, issued or subject
          to a
          re-measurement event occurring in fiscal years beginning after September
          15,
          2006. Earlier adoption is permitted, provided the Company has not yet issued
          financial statements, including for interim periods, for that fiscal year.
          The
          Company does not expect the adoption of SFAS No. 155 to have a material
          impact
          on its financial position, results of operations or cash flows as the Company
          currently has no financial instruments within the scope of SFAS No.
          155.
 
 In
          May
          2005, the FASB issued Statement No. 154, "Accounting Changes and Error
          Corrections" ("FAS 154"). FAS 154 generally require that accounting changes
          and
          errors be applied retrospectively. FAS 154 is effective for accounting
          changes
          and corrections of errors made in fiscal years beginning after December
          15,
2005.
          The
          Company does not expect FAS 154 to have a material impact on its financial
          statements.
 
 In
          March
          2005, the FASB issued Statement of Financial Accounting Standards Interpretation
          Number 47, "Accounting for Conditional Asset Retirement Obligations" ("FIN
          47").
          FIN 47 provides clarification regarding the meaning of he term "conditional
          asset retirement obligation" as used in FASB Statement No. 143, "Accounting
          for
          Asset Retirement Obligations." FIN 47 is effective for fiscal years beginning
          after December 15, 2005. The Company is currently evaluating the impact
          of FIN
          47 on its financial statements.
 
 4.   ASSETS
 
 The
          September 30, 2006 balance sheet included total current assets of $7,161,971
          and
          non-current assets of $14,783,313. Of these amounts, approximately $67,950
          in
          cash is available for funding current operations.
 
 Included
          in the current assets are accounts receivables, which are stated at net
          realizable value. This value includes an appropriate allowance for estimated
          uncollectible accounts. The allowance is based on reviews of loss, adjustment
          history, current
   10
  CHINA
              YINGXIA INTERNATIONAL, INC. & SUBSIDIARIES
 NOTES
              TO
              CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
              30, 2006 AND 2005 (UNAUDITED)
  4.   ASSETS
          (Continued)
 
 economic
          conditions and other factors that deserve recognition in estimating potential
          losses.
 
 Other
          current assets also included inventories that are mainly finished goods
          and very
          few raw materials. Inventories are stated at the lower of cost or market.
          Cost
          of raw materials is determined on the basis of first in first out method
          ("FIFO"). Finished goods are determined on the weighted average basis and
          are
          comprised of direct materials, direct labor and an appropriate proportion
          of
          overhead. Also included in the current assets is advance to suppliers,
          representing the payments made and recorded in advance of the receipts
          of goods
          or services. Most of the prepayments were made for the purchase of the
          materials
          and equipments of the Company’s construction in progress.
 
 Included
          in non-current assets are property, plant and equipment mainly consisting
          of
          machinery used for product manufacturing located in the PRC. Depreciation
          on
          property, plant and equipment is computed using the straight -line method
          over
          the estimated useful life of the assets. The majority of the assets have
          estimated useful lives of 12 years. Construction in progress represents
          direct
          costs of construction or acquisition and design fees incurred for the Company’s
          new plant and equipments. Capitalization of these costs ceases and the
          construction in progress is transferred to plant and equipment when
          substantially all the activities necessary to prepare the assets for their
          intended use are completed. Other receivables are also classified under
          non-current assets. Other  receivables include dues from related
          parties and affiliates. Related parties include officers, directors and
          more
          than 5% shareholders of the Company. Affiliates include the companies with
          common ownership of the Company’s major shareholders and/or companies owned by
          officers’ relatives.
 
 5.   LIABILITIES
 
 The
          September 30, 2006 balance sheet included total liabilities of $3,657,536.
          All
          of them are considered current liabilities.
 
 During
          this period, the Company’s wholly-owned subsidiary, Harbin Yingxia, was granted
          the status of Foreign-Invested Enterprise (“FIE”) because it is now wholly owned
          by an U.S. public company. In accordance with applicable Chinese Law, Harbin
          Yingxia is therefore eligible for an exemption of income tax in PRC for
          the
          first two profitable years and a 50% income tax reduction for the next
          three
          years. The income tax exemption and reduction can be applied retroactively.
          As
          result of this change, the Company recognized a total of $2,402,098 as
          income
          tax benefit in this period. Meanwhile, the Company accrued $417,508 U.S.
          federal
          income tax payable for the income earned for the period since the Company’s
          Chinese subsidiary was acquired.
   11
   CHINA
              YINGXIA INTERNATIONAL, INC. & SUBSIDIARIES
 NOTES
              TO
              CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
              30, 2006 AND 2005 (UNAUDITED)
  5.   LIABILITIES
          (Continued)
 
 The
          Company also accrued unpaid Value Added Taxes (“VAT”) as this type of tax is
          typically levied in the People’s Republic of China on the “value added” to goods
          produced by the Company when sold, after deducting the taxes paid on their
          purchases of raw materials. The Company is subject to 17% of VAT on all
          the
          goods sold, except for the Cactus Seedlings, which is VAT exempt classified
          by
          the government as agricultural by-products.
 
 The
          Company’s three-year loan from the local government is expected to mature by
          October 31, 2006, according to the original loan terms. The Company has
          paid
          off  $110,854 of the principal balance as originally scheduled in this
          period.
 
 6.   STOCKHOLDERS'
          EQUITY
 
 Upon
          the
          completion of the reverse acquisition on May 12, 2006, the Company had
          outstanding 100,000,000 shares of Common Stock, 1,473,469.074 shares of
          Class A
          Preferred Stock, of which each share is convertible into five hundred (500)
          shares of common stock.
 
 On
          May
          26, 2006, the Company’s board of directors had proposed a 1 to 24.9 reverse
          stock split on both the common stock and preferred stock, subject to shareholder
          approval. On July 21, 2006, the proposal was approved by the Company’s
          shareholders, each 24.9 shares of the Company’s Common Stock and Class A
          Preferred Stock were  converted into one (1) share of Common Stock and
          one (1) share of Class A Preferred Stock, respectively. Simultaneously,
          all of
          the preferred shares were converted into common shares and the preferred
          shares
          were cancelled. As of September 30, 2006, there are 33,608,857 shares of
          common
          stock outstanding and no preferred stock.
 
 7.   EFFECT
          OF CHANGE OF FOREIGN EXCHANGE RATE
 
 For
          the
          quarter ended September 30, 2006, almost all of the Company’s sales, purchases
          and expenses transactions are denominated in RMB and all of the Company’s assets
          and liabilities are also denominated in RMB. The RMB is not traded freely
          in the
          foreign exchange market. Instead, the exchange rate against US dollar is
          closely
          controlled by the People’s Bank of China (“PBC”), the central bank of Chinese
          government. In July 2005, PBC adjusted the exchange rate tied to the U.S.
          dollar
          by 2%, largest percentage change ever since the current exchange rate system
          has
          been in place in 1994. The official exchange rate has been steadily going
          down
          since then, which stands at US$1:RMB7.904 at September 30, 2006. The effect
          of
          this exchange rate change has caused a translation adjustment of $670,438
          for
          the current period, which is included as a component of stockholders’ equity as
“Accumulated Other Comprehensive Income”.
     12
  **Item
                  2.**
              ****Management’s
                  Discussion and Analysis or Plan of
                  Operation.****


THE
      FOLLOWING INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
      STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN THIS FORM
      10-QSB.




**SAFE
      HARBOR REGARDING FORWARD-LOOKING STATEMENTS**




*The
      information contained in Item 2 contains forward-looking statements within
      the
      meaning of Section 27A of the Securities Act of 1933, as amended, and Section
      21E of the Securities Exchange Act of 1934, as amended. Actual results may
      materially differ from those projected in the forward-looking statements as
      a
      result of certain risks and uncertainties set forth in this report. Although
      management believes that the assumptions made and expectations reflected in
      the
      forward-looking statements are reasonable, there is no assurance that the
      underlying assumptions will, in fact, prove to be correct or that actual results
      will not be different from expectations expressed in this
      report.*




**Results
      of Operations for the Nine and Three Months Ended September 30, 2006 compared
      to
      the Nine and Three Months Ended September 30, 2005**





*Revenue*





The
      Company generated $5,308,352 in net sales for the nine months ended September
      30, 2006, an increase of $1,095,196 or 25.9% as compared to the revenue of
      $4,213,156 for the nine months ended September 30, 2005.  For the
      three months ended September 30, 2006, net sales totaled $1,857,392, a decrease
      of $99,191 or 5.1% as compared to net sales of $1,956,583 for the three months
      ended September 30, 2005. Since the beginning of the year, the Company has
      been
      actively pursuing its expansion plan to establish retail outlets in midsized
      cities. With our sales office established in Beijing, we have been able to
      attract more vendors and in turn more orders. Our growth in the three months
      ended September 30, 2006 slowed as more focus was toward the completion of
      our
      in-house soybean product manufacturing lines. As the production lines have
      not
      come to run on full capacity, we were not able to achieve higher sales in the
      quarter.





*Cost
      of Sales*





The
      cost
      of sales was $2,194,473 for the nine months ended September 30, 2006, an
      increase of $375,775 or 20.6% as compared to the cost of sales of $1,818,698
      for
      the nine months ended September 30, 2005.  The cost of sales was
      $918,481 for the three months ended September 30, 2006, an increase of $87,598
      or 10.5% as compared to $830,883 for the three months ended September 30,
      2005.





The
      increase in costs of sales during the nine month period ended September 30
      is
      fully attributable to the 25.9% increase in revenues. For the three months
      ended
      September 30, despite a decrease in revenues, our cost of sales increased due
      to
      the fact that during the same period in 2005, we were able to receive lower
      prices for the raw materials.





*Total
      Operating Expenses*





Total
      operating expenses were $404,655 for the nine months ended September 30, 2006,
      an increase of $102,590 or 33.9% as compared to total operating expenses of
      $302,065 for the nine months ended September 30, 2005. Total operating expenses
      were $196,712 for the three months ended September 30, 2006, an increase of
      $38,802 or 24.6% as compared to total operating expenses of $157,910 for the
      three months ended September 30, 2005.  The increase in operating
      expenses was principally attributable to the expansion of our
      operation.  Our selling and administrative expenses rose with our
      higher revenues accordingly. Our increase in operating expenses for the three
      months ended September 30 is primarily attributed to the set up of our Beijing
      sales office. We have relocated current employees to Beijing temporarily to
      oversee the set up of the office and the hiring of new local
      employees.




13






*Net
      Income*





Net
      income for the nine months ended September 30, 2006 increased by $ 1,270,693
      to
      $2,683,979 from $1,413,286 for the nine months ended September 30, 2005. Net
      income for the three months ended September 30, 2006 increased by $82,606 to
      $742,251 from $659,645 for the three months ended September 30,
      2005.  Overall increase in net income for the nine months period can
      be mainly attributed the expansion of our sales network. Despite achieving
      lower
      sales totals for the three month period, we were able to record higher earnings
      as a result of the partial operating of our soybean product manufacturing
      lines.





*Liquidity
      and Capital Resources*




As
      of
      September 30, 2006, the Company had cash and cash equivalents of $67,950, as
      compared to $34,903 at December 31, 2005.  As of September 30, 2006,
      the Company had working capital of $1,519,845, as compared to $350,934 as of
      December 31, 2005.





Net
      cash  provided
      by  operating  activities  totaled  $861,849
      for the nine months  ended September 30,  2006,  a
      decrease of $ 3,420,475  or 79.8%, as compared to cash provided by
      operating  activities  of  $4,282,324  for
      the nine months ended September 30, 2005.  The decrease in net cash
      provided by operating activities was primarily due to the expansion in our
      business throughout the nine month period and the increased demand in working
      capital as a result. In addition, since the Company was granted the status
      of
      Foreign Invested Enterprise (FIE), it is eligible for an exemption of income
      tax
      for its first two profitable years thereafter. As a result, the Company has
      no
      longer been accruing taxes payable since the second quarter of 2006. The Company
      inventory levels have also increased in 2006 compared to 2005 as a result of
      the
      establishment of its in house production facilities.





Net
      cash
      used in investing activities totaled $920,210 for the nine months ended
      September 30, 2006, an increase of $475,123 or 106.7%, as compared to $445,087
      for the nine months ended September 30, 2005.  This increase can be
      attributed to the investments we made in the construction of our soybean-based
      products manufacturing lines.





Net
      cash
      used in financing activities totaled $110,854 for the nine months ended
      September 30, 2006, as compared to $23,304 provided for the nine months ended
      September 30, 2005.





This
      amount was attributed to the payment of the principal balance of a three-year
      loan from the local government which matures on October 31, 2006. The $23,304
      received in 2005 was a grant from the local government to support the
      development of farming industries which we had been classified as at the
      time.





We
      intend
      to use our available funds as working capital and to make expansion in our
      existing lines of business. We believe that our available funds
      will  provide us
      with  adequate  capital  for at least the
      next  twelve  months; however,  to the extent that
      we make  acquisitions,  we
      may  require  additional capital for the acquisition or for
      the operation of the combined  companies.  We cannot assure
      that such funding will be available.





We
      do not foresee any event or
      uncertainty nor is there any evidence in consumer demand or confidence that
      would reflect any trend to impact our short-term or long-term liquidity. By
      selling products through retail outlets and also franchise bases, the Company
      limits the commitments it must make to suppliers related to the manufacture
      of
      its products. In short, the Company only manufactures products based upon fully
      paid existing orders or orders partially paid with deposits. Using this
      mechanism, the Company has limited the amount of inventory it keeps on hand.
      The
      Company funds its operations internally or through contributions by management
      as reflected in the additional paid in capital. The only source of external
      financing is through government loans. Currently, the Company has a note payable
      of $99,798 from a three year loan from the Harbin Forestry Bureau set to mature
      on October 31, 2006.






14





The
      construction of our production
      plants is financed internally through cash on hand and contributions by the
      management as reflected in additional paid in capital. We do not have any
      material external commitments for these capital expenditures.




**Off-Balance
      Sheet Arrangements**





We
      do not
      have off-balance sheet arrangements, financings, or other relationships with
      unconsolidated entities or other persons, also known as “special purpose
      entities” (SPEs).







**Item
                  3.**
              ****Controls
                  and
                  Procedures****




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-15(e) and Rule 15d-15(e) promulgated under the Securities
      Exchange Act of 1934, as amended (Exchange Act), as of September 30,, 2006.
      Based on this evaluation, our principal executive officer and principal
      financial officer have concluded that our disclosure controls and procedures
      are
      effective to ensure that information required to be disclosed by us in the
      reports we file or submit 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 and that our disclosure and controls are
      designed to ensure that information required to be disclosed by us in the
      reports that we file or submit under the Exchange Act is accumulated and
      communicated to our management, including our principal executive officer and
      principal financial officer, or persons performing similar functions, as
      appropriate to allow timely decisions regarding required
      disclosure.




There
      were no changes (including corrective actions with regard to significant
      deficiencies or material weaknesses) in our internal controls over financial
      reporting that occurred during the quarter ended September 30, 2006 that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.






**PART
      II - OTHER INFORMATION**






**Item
                  1.**
              ****Legal
                  Proceedings.****




We
      are currently not a party to any
      pending legal proceedings and no such action by, or to the best of our
      knowledge, against us has been threatened.






**Item
                  2.**
              ****Unregistered
                  Sales of Equity Securities and Use of
                  Proceeds.****




None.


**Item
                  3.**
              ****Defaults
                  Upon Senior
                  Securities.****




None.




**Item
                  4.**
              ****Submission
                  of Matters to a Vote of Security
                  Holders.****




None.




**Item
                  5.**
              ****Other
                  Information.****




None.




**Item
                  6.**
              ****Exhibits
                  and Reports of Form
                  8-K.****




(a)
              Exhibits




15




31.1
            Certification pursuant to Section 302 of Sarbanes
                Oxley
                Act of 2002




32.1
            Certification pursuant to Section 906 of Sarbanes
                Oxley
                Act of 2002




**(b)**
              ****Reports
                  of Form
                  8-K****




None.


**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, there unto duly
      authorized.






**CHINA
                    YINGXIA INTERNATIONAL, INC.**Date:
                    December
                    12, 2007
                By:
                /s/ *Yingxia
                  Jiao*Yingxia
                    JiaoChief
                    Executive Officer,Chief
                    Financial Officer


















16