**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 _____________________
 
 **FORM
        10-QSB**
 _____________________
  (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, 2007**
  **o**
              **Transition
                  Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934.**
  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.)
 
 **Harbin
                  Yingxia Industrial Co., Ltd, No.300, Xidazhi Street Nangang, Harbin
                  Heilongjiang China 150001**(Address
                  of principal executive offices)
 
 **86
                  451 86310948**(Issuer's
                  telephone number)
 
 **c/o
                  American Union Securities 100 Wall Street 15th Floor New York,
                  NY
                  10005**(Address
                  of principal agent offices)
 
 **(212)
                  232-0120**(Agent'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
                  ]
              No
                  [  ]
 
 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
        number of shares outstanding of each of the issuer's classes of common equity,
        as of November 15, 2007 is 44,333,987 shares of common
        stock.














**CHINA
      YINGXIA INTERNATIONAL, INC.**


**FORM
      10-QSB**





**TABLE
      OF CONTENTS**










**PART
                I - FINANCIAL INFORMATION**
            2Item
                1. Financial Statements
            3Item
                2. Management's Discussion and Analysis or Plan of
                Operation
            11Item
                3. Controls and Procedures
            12**PART
                II - OTHER INFORMATION**
            13Item
                1. Legal Proceedings
            13Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            13Item
                3. Defaults Upon Senior Securities
            13Item
                4. Submission of Matters to a Vote of Security Holders
            13Item
                5. Other Information
            13Item
                6. Exhibits
            13**SIGNATURES**
            14






*Except
      as otherwise required by the context, all references in this report to "we",
      "us”, "our", “CYXI”,* *“China Yingxia” or "Company" refer to the
      consolidated operations of China Yingxia International, Inc., a Florida
      corporation, and its wholly owned subsidiaries.*




2





**PART
      I - FINANCIAL INFORMATION**











**Item
      1.   Financial Statements.**


**CHINA
        YINGXIA INTERNATIONAL, INC.**
 **CONDENSED
          CONSOLIDATED BALANCE SHEET (UNAUDITED)**
 **SEPTEMBER
          30, 2007**


**ASSETS**Current
                assets:Cash
                and cash equivalents
            
            
            
            $
            1,501,901Account
                receivables
            
            
            
            
            
            440,448Inventory
            
            
            
            
            
            
            1,982,501Other
                receivables
            
            
            
            
            
            3,347,094Advances
                to suppliers
            
            
            
            
            
            4,254,468Advance
                to affiliate
            
            
            
            
            
            6,657,858Loans
                to related party
            
            
            
            
            
            1,432,218Total
              Current Assets
            
            
            
            
            19,616,487Property
                and equipment, net of accumulated depreciationof
              $2,996,681
            
            
            
            
            
            16,675,349Land
                use right, net
            
            
            
            
            
            400,602Total
                Assets
            
            
            
            
            $
            36,692,438**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                liabilities:Accounts
                payable
            
            
            
            
            $
            1,622,516Unearned
                revenue
            
            
            
            
            
            3,337Taxes
                payable
            
            
            
            
            
            29,427Accrued
                expenses and other payables
            
            
            
            788,618Total
                Current Liabilities
            
            
            
            2,443,898Total
                Liabilities
            
            
            
            
            
            2,443,898Stockholders'
                EquityPreferred
                stock, $0.001 par value, 10,000,000 shares authroized; - 0 -
                sharesoutstanding
                at June 30, 2007
            
            
            
            
            -Common
                stock, $0.001 par value, 100,000,000 shares authorized;44,333,987
                shares outstanding at September 30, 2007
            
            
            44,334Additional
                paid in capital
            
            
            
            
            
            16,620,790Accumulated
                other comprehensive income
            
            
            
            1,933,256Statutory
                reserves
            
            
            
            
            
            901,463Retained
                earnings
            
            
            
            
            
            14,748,696Total
                Shareholders' Equity
            
            
            
            34,248,539Total
                Liabilities and Stockholders' Equity
            
            
            $
            36,692,438




The
      accompanying notes are an integral part of the condensed consolidated
      statements




F-1




**CHINA
        YINGXIA INTERNATIONAL, INC.**


**CONDENSED
        CONSOLIDATED STATEMENTS OF INCOME**


**(UNAUDITED)**




**Nine-Month
                  Ended**
              
              
              **Three-Month
                  Ended****September
                  30,**
              
              
              **September
                  30,****2007**
              
              
              **2006**
              
              
              **2007**
              
              
              **2006**Sales
              
              
              $
              10,380,713
              
              
              $
              5,308,352
              
              
              
              3,513,674
              
              
              $
              1,857,392Cost
                  of Sales
              
              
              4,003,789
              
              
              
              2,194,473
              
              
              
              904,605
              
              
              
              918,481Gross
                  Profit
              
              
              6,376,924
              
              
              
              3,113,879
              
              
              
              2,609,069
              
              
              
              938,911Operating
                  ExpensesResearch
                  & Development Expense
              
              
              279,286
              
              
              
              -
              
              
              
              144,547
              
              
              
              -Selling,
                  general and administrative
              
              
              1,381,388
              
              
              
              404,655
              
              
              
              753,153
              
              
              
              196,712Operating
                  income
              
              
              4,716,250
              
              
              
              2,709,224
              
              
              
              1,711,370
              
              
              
              742,199Other
                  Income and Expenses
              
              
              2,898
              
              
              
              (25,245
              )
              
              
              2,412
              
              
              
              52Income
                  Before Income Taxes
              
              
              4,719,148
              
              
              
              2,683,979
              
              
              
              1,713,782
              
              
              
              742,251(Benefit)
                  provision for Income Taxes
              
              
              -
              
              
              
              (1,984,590
              )
              
              
              -
              
              
              
              (2,216,535
              )Net
                  Income
              
              $
              4,719,148
              
              
              $
              4,668,569
              
              
              $
              1,713,782
              
              
              $
              2,958,786Income
                  per common shareBasic
              
              $
              0.13
              
              
              $
              0.41
              
              
              $
              0.04
              
              
              $
              0.26Diluted
              
              $
              0.13
              
              
              $
              0.41
              
              
              $
              0.04
              
              
              $
              0.26Weighted
                  average common share outstandingBasic
              
              
              35,866,849
              
              
              
              11,418,877
              
              
              
              40,309,204
              
              
              
              11,418,877Diluted
              
              
              36,995,845
              
              
              
              11,418,877
              
              
              
              43,659,377
              
              
              
              11,418,877


The
        accompanying notes are an integral part of the condensed consolidated
        statements
    F-2
 **CHINA
          YINGXIA INTERNATIONAL, INC.**
 **CONDENSED
          CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **For
            the nine months ended September 30, 2007 and 2006**
 2007
                  
                  
                  2006(Unaudited)
                  
                  
                  (Unaudited)Cash
                      Flows From Operating Activities:Net
                      income
                  
                  
                  $
                  4,719,148
                  
                  
                  $
                  4,668,569Adjustments
                      to reconcile net income to net cashprovided
                      by (used in) operating activities:Depreciation
                      and amortization
                  
                  
                  
                  522,675
                  
                  
                  
                  387,978Changes
                      in operating assets and liabilities:Accounts
                      receivable
                  
                  
                  
                  (439,134
                  )
                  
                  
                  386,795Inventory
                  
                  
                  
                  (870,399
                  )
                  
                  
                  (836,895
                  )Other
                      receivable
                  
                  
                  
                  (3,000,319
                  )
                  
                  
                  (1,185,098
                  )Advances
                      to suppliers
                  
                  
                  
                  (3,809,214
                  )
                  
                  
                  (1,818,199
                  )Prepaid
                      expenses
                  
                  
                  
                  95,479
                  
                  
                  
                  (6,664
                  )Accounts
                      payable
                  
                  
                  
                  1,273,018
                  
                  
                  
                  (130,199
                  )Unearned
                      revenue
                  
                  
                  
                  3,337
                  
                  
                  
                  -Taxes
                      payable
                  
                  
                  
                  29,427
                  
                  
                  
                  (1,872,900
                  )Accrued
                      expenses and other payables
                  
                  
                  
                  228,153
                  
                  
                  
                  1,268,462Cash
                      provided by (used in) operating activities
                  
                  
                  
                  (1,247,829
                  )
                  
                  
                  861,849Cash
                      Flows From Investing Activities:Purchase
                      of property and equipment
                  
                  
                  
                  (1,170,900
                  )
                  
                  
                  (224,972
                  )Purchase
                      of land use right
                  
                  
                  
                  (106,523
                  )
                  
                  
                  -Advance
                      to affiliate
                  
                  
                  
                  (6,657,858
                  )
                  
                  
                  -Collections
                      on loans to related party
                  
                  
                  
                  1,332,381
                  
                  
                  
                  -Additions
                      to construction in process
                  
                  
                  
                  (761,145
                  )
                  
                  
                  (695,237
                  )Cash
                      used in investing activities
                  
                  
                  
                  (7,364,044
                  )
                  
                  
                  (920,209
                  )Cash
                      Flows From Financing Activities:Net
                      proceeds from issuance of common stock
                  
                  
                  
                  9,306,743
                  
                  
                  
                  -Payment
                      of notes payable
                  
                  
                  
                  -
                  
                  
                  
                  (110,854
                  )Cash
                      provided by (used in) financing activities
                  
                  
                  
                  9,306,743
                  
                  
                  
                  (110,854
                  )Effect
                      of exchange rate changes on cash and cash equivalents
                  
                  
                  
                  729,164
                  
                  
                  
                  202,261Increase
                      in cash and cash equivalents
                  
                  
                  
                  1,424,034
                  
                  
                  
                  33,047Cash
                      and Cash Equivalents - Beginning of period
                  
                  
                  
                  77,867
                  
                  
                  
                  34,903Cash
                      and Cash Equivalents - End of period
                  
                  
                  $
                  1,501,901
                  
                  
                  $
                  67,950Supplemental
                      disclosures of cash flow information:1 Interest
                      paid
                  
                  
                  $
                  -
                  
                  
                  $
                  25,5952 Income
                      Taxes paid
                  
                  
                  $
                  -
                  
                  
                  $
                  -
 
 The
            accompanying notes are an integral part of the condensed consolidated
            statements
 
 F-3




**CHINA
        YINGXIA INTERNATIONAL, INC.**
 **CONDENSED
        CONSOLIDATED NOTES TO FINANCIAL
        STATEMENTS  (UNAUDITED)**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006**


**1.  ORGANIZATION
        AND BASIS OF PRESENTATION**
 
 China
        Yingxia International, Inc. (the “Company” or “China Yingxia”) was incorporated
        under the laws of State of Florida on May 6, 1996 and formerly known as Agronix,
        Inc. (“Agronix”).
 
 The
        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.
 
 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, 2006 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 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.
 
 **2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
  **MANAGEMENT
        ESTIMATES**
  The
        preparation of financial statements in conformity with generally accepted
        accounting principals requires management to make estimates and assumptions
        that
        effect the reported amounts of assets and liabilities and the disclosure
        of
        contingent assets and liabilities at the date of the financial statements
        and
        the reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates.
 
 F-4
  **CHINA
          YINGXIA INTERNATIONAL, INC.**
 **CONDENSED
          CONSOLIDATED NOTES TO FINANCIAL
          STATEMENTS  (UNAUDITED)**
 **FOR
          THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006**
  **2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
  **PRINCIPLES
        OF CONSOLIDATION**
  The
        accompanying consolidated Financial Statements include the accounts of the
        Company and its wholly owned subsidiaries, Warner Nutraceutical International,
        Inc. and Harbin Yingxia Business Group Co., Ltd. All significant inter-company
        transactions and balances have been eliminated in consolidation.
  **INVENTORIES**
 
 Inventories
        are valued at the lower of cost or market with cost determined on a first-in
        first-out basis. Cost of work in progress and finished goods comprises direct
        material, direct production cost and an allocated portion of production
        overheads.
  **ADVANCE
        TO SUPPLIERS**
 
 Advance
        to suppliers represent the payments made and recorded in advance for goods
        and
        services. Advances were also 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.
  **REVENUE
        RECOGNITION**
 
 The
        Company recognizes revenue on product sales when products are delivered and
        the
        title passes to the customers and collection is reasonably assured.
  **RESEARCH
        AND DEVELOPMENT**
 
 Research
        and development costs are related primarily to the Company developing its
        intellectual property. Research and development costs are expenses as
        incurred.
  **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
        operations of the Company are located in the People’s Republic of China (“PRC”).
        Accordingly, the Company's business, financial condition, and results of
        operations may be influenced by the political, economic, and legal environments
        in the PRC, as well as by the general state of the PRC economy.
 
 F-5
  **CHINA
            YINGXIA INTERNATIONAL, INC.**
 **CONDENSED
            CONSOLIDATED NOTES TO FINANCIAL
            STATEMENTS  (UNAUDITED)**
 **FOR
            THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND
            2006**
  **2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
  **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.
 
 According
        to the Provisional Regulations of the People’s Republic of China on Income Tax,
        the Document of Reductions and Exemptions of Income Tax for the Company has
        been
        approved by the local tax bureau and the Management Regulation of Harbin
        Economic and Technological Development Zone for the reporting period. The
        Company was granted the status of wholly foreign-owned entity (“WFOE”) and
        therefore is exempt from income tax from January 1, 2004 through December
        31,
        2007. The Company has also been approved to have its tax rate reduced by
        50%
        from January 1, 2008 to December 31, 2010. As a result of this tax exemption,
        no
        income tax was accrued for the three and nine months ended September 30,
        2007.
  **FOREIGN
        CURRENCY TRANSLATION**
 
 The
        functional currency for the Company’s operations in China 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 Accumulated Other Comprehensive
        Income.
 
 F-6
   **CHINA
            YINGXIA INTERNATIONAL, INC.**
 **CONDENSED
            CONSOLIDATED NOTES TO FINANCIAL
            STATEMENTS  (UNAUDITED)**
 **FOR
            THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006**
 **2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
  **NEW
        ACCOUNTING PRONOUNCEMENTS**
 
 In
        September 2006, the FASB issued Statement of Financial Accounting Standards
        No.
        157, Fair Value Measurements, (“FAS 157”). This Standard defines fair value,
        establishes a framework for measuring fair value in generally accepted
        accounting principles and expands disclosures about fair value measurements.
        FAS
        157 is effective for financial statements issued for fiscal years beginning
        after November 15, 2007 and interim periods within those fiscal years. The
        adoption of FAS 157 is not expected to have a material impact on the Company’s
        financial position, results of operations or cash flows.
 
 In
        September 2006, the Securities and Exchange
        Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 108,
“Quantifying Misstatements.” SAB 108 provides interpretative guidance on how
        public companies quantify financial statement misstatements. There have been
        two
        common approaches used to quantify such errors. Under an income statement
        approach, the “roll-over” method, the error is quantified as the amount by which
        the current year income statement is misstated. Alternatively, under a
        balance sheet approach, the “iron curtain” method, the error is quantified as
        the cumulative amount by which the current year balance sheet is misstated.
        In
        SAB 108, the SEC established an approach that requires quantification of
        financial statement misstatements based on the effects of the misstatements
        on
        each of the company’s financial statements and the related financial statement
        disclosures. This model is commonly referred to as a “dual approach” because it
        requires quantification of errors under both the roll-over and iron curtain
        methods. SAB 108 is effective for the first fiscal year ending after
        November 15, 2006. The adoption of SAB 108 did not have a material impact
        on the Company’s consolidated financial position and results of
        operations.
 
 In
        February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
        for Financial Assets and Financial Liabilities — Including an Amendment of
        FASB Statement No. 115,” which is effective for fiscal years beginning
        after November 15, 2007. This statement permits an entity to choose to
        measure many financial instruments and certain other items at fair value
        at
        specified election dates. Subsequent unrealized gains and losses on items
        for
        which the fair value option has been elected will be reported in earnings.
        We are currently evaluating the potential impact of this statement.
    F-7
  **CHINA
            YINGXIA INTERNATIONAL, INC.**
 **CONDENSED
            CONSOLIDATED NOTES TO FINANCIAL
            STATEMENTS  (UNAUDITED)**
 **FOR
            THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND
            2006**
 **3.
        PROPERTY, PLANT AND EQUIPMENT, NET**
 
 Property,
        plant and equipment consist of the following at September 30, 2007:
  Machinery
                    & Equipment
                
                
                $
                2,535,173Automobiles
                
                
                
                394,339Cactus
                    Seedlings
                
                
                
                6,402,319Buildings
                
                
                
                1,067,69210,399,523Sub
                    totalLess:
                    Accumulated Depreciation
                
                
                
                (2,996,681
                )Construction
                    in progress
                
                
                
                9,272,507Total
                    property, plant & Equipment, net
                
                
                $
                16,675,349
  
 Depreciation
        expense for the nine months ended September 30, 2007 and 2006 was $516,480
        and
        $387,978, respectively.
 
 Construction
        in progress represents direct costs of construction or acquisition and design
        fees incurred for the Company’s new plant and new office building project. All
        construction costs associated with this project are accumulated and capitalized
        as construction in progress. The construction in progress is closed out to
        the
        appropriate asset classification when the project is substantially complete,
        occupied, or placed into services.  No depreciation is provided until
        it is completed and ready for its intended use. As of September 30, 2007,
        the
        costs involved with construction in progress amounted to
        $9,272,507.
 
 **4.
        RELATED PARTY LOANS**
  As
        of
        September 30, 2007, the Company has loans receivable from related parties
        in the
        amount of $1,432,218. All related party loans are provided to the affiliated
        retail stores or companies to facilitate the initial establishment of their
        businesses for selling the Company’s products. These loans are interest free and
        unsecured and have no fixed repayment dates. All these loans are expected
        to be
        fully repaid upon demand.
 
 The
        management of the Company has been making the efforts to collect these loans.
        During the nine months ended September 30, 2007, a net amount of $1,332,381
        has
        been collected and the remaining balance is expected to be fully repaid by
        the
        end of 2007. No allowance is considered necessary at this time.
  F-8
  **CHINA
            YINGXIA INTERNATIONAL, INC.**
 **CONDENSED
            CONSOLIDATED NOTES TO FINANCIAL
            STATEMENTS  (UNAUDITED)**
 **FOR
            THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND
            2006**
  **5.
        ADVANCE TO AFFILIATE**
  During
          the period, the Company advanced approximately $6.7 million to an affiliated
          company for the purpose of establishing two subsidiaries to secure the
          agricultural supplies and land holdings that will be used to plant and
          harvest
          its natural products such as cactus, soy beans and specialty rice. As of
          September 30, 2007, the Company was awaiting local government approval.
          As of
          today, the Company received the approval and formed the subsidiaries as
          planned.
          The money advanced on their behalf is the process of being transferred
          over to
          the subsidiaries.
  F-9
  **CHINA
            YINGXIA INTERNATIONAL, INC.**
 **CONDENSED
            CONSOLIDATED NOTES TO FINANCIAL
            STATEMENTS  (UNAUDITED)**
 **FOR
            THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND
            2006**
 
 **6.
        STOCKHOLDERS' EQUITY**
 
 **A.
        Issuance of Common Stock**
 
 **July
        2007 Private Placement**
 
 On
        July
        16, 2007, the Company entered into a stock subscription and warrant agreement,
        (“Subscription Agreement”), with three (3) accredited investors. Pursuant to the
        Subscription Agreement, the investors purchased 1,000,000 units, each unit
        consisting of (a) two shares of common stock and (b) one common stock purchase
        warrant, at a purchase price of $2.00 per unit. The Company received net
        proceeds of $1,980,000 in connection with this private placement.
 
 With
        the
        warrants attached to the units sold in the private placement, the investors
        are
        entitled to purchase an aggregate of 1,000,000 shares of common stock at
        an
        exercise price of $1.50 per share. All these warrants are exercisable for
        five
        years from the effective date of registration statement.
 
 Upon
        completion of the placement, the Company incurred approximately $20,000 in
        legal
        and other expenses.
 
 **August
        2007 Private Placement**
 
 On
        August
        9, 2007, the Company completed another private placement of its securities
        to
        accredited investors pursuant to Regulation D under the Securities Act of
        1933,
        as amended. The Company entered into a stock subscription agreement and warrant
        agreement (“Subscription Agreement”), with twenty (20) accredited investors.
        Pursuant to the Subscription Agreement, the investors purchased 34.90052
        units,
        each unit consisting of (a) 250,000 shares of common stock and (b) a 5-year
        stock purchase warrant to purchase 125,000 shares of common stock exercisable
        at
        $2.00 per share. The units were sold for a price of $250,000 per unit, yielding
        gross proceeds of $8,725,130 from the sale of the units. The Company paid
        fees
        and commissions in the aggregate amount of $1,398,387 in connection with
        this
        offering.
  F-10
 **CHINA
            YINGXIA INTERNATIONAL, INC.**
 **CONDENSED
            CONSOLIDATED NOTES TO FINANCIAL
            STATEMENTS  (UNAUDITED)**
 **FOR
            THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006**
 **6.
        STOCKHOLDERS' EQUITY (Continued)**
 
 As
        a
        result of these two offerings, the Company issued a total of 10,725,130 shares
        of its common stock. As of September 30, 2007, there are 44,333,987 shares
        of
        common stock outstanding and no preferred stock.
 
 **Warrants**
 
 Upon
        the
        execution of the both Subscription Agreements, the Company issued to the
        investors (i) 1,000,000 warrants under July 2007 Private Placement and
        (ii)4,362,565 warrants under August 2007 Private Placement. All warrants
        do not
        contain a cashless exercise provision. Accordingly, in accordance with EITF
        00-19, the warrants are classified as equity.
 
 The
        fair
        value of the warrants was calculated using the Black-Scholes options pricing
        model using the following assumptions: Volatility 63%, risk free interest
        rate
        5.050% for July 2007 Placement and 4.790% for August 2007 Placement, and
        expected term of 5 years.
 
 Following
        is a summary of the status of warrants outstanding as of September 30,
        2007:
 
 F-11
   **CHINA
            YINGXIA INTERNATIONAL, INC.**
 **CONDENSED
            CONSOLIDATED NOTES TO FINANCIAL
            STATEMENTS  (UNAUDITED)**
 **FOR
            THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND
            2006**
 **7.
        COMMITMENTS AND CONTINGENCIES**
  The
        Company’s operations in the PRC are subject to specific considerations and
        significant risks not typically associated with companies in the North America
        and Western Europe. These include risks associated with, among others, the
        political, economic and legal environments and foreign currency exchange.
        The
        Company’s results may be adversely affected 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.
  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 freely convertible into foreign currencies under the current law.
        In
        China, foreign exchange transactions are required by law to be transacted
        only
        by authorized financial institutions at exchange rates set by the People’s Bank
        of China, the central bank of China. Remittances in currencies other than
        RMB
        may require certain supporting documentation in order to affect the
        remittance.
 
 **8.
        SUBSEQUENT EVENT**
 
 On
        October 15, 2007, the Company filed Form DEF 14C with the Securities and
        Exchange Commission and notified its shareholders that the Company has (i)
        authorized the Company’s Board of Directors to (a) amend and restate its bylaws
        to increase the number of directors to nine (9), providing that a majority
        of
        directors may amend the Bylaws; and (ii) to adopt the 2007 Equity Incentive
        Plan.


F-12




**Item
        2.  Management's Discussion and Analysis or Plan of
        Operation.**
  *The
        following discussion 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
        following discussion contains forward-looking statements within the meaning
        of
        Section 27A of the Securities Act of 1933 and Section 21E of the Securities
        Exchange Act of 1934 relating to future events or our future performance.
        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
        prospectus. 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**
 
 Results
        of Operations for the Nine and Three Months Ended September 30, 2007
        compared to the Nine and Three Months Ended September 30, 2006
 
 **Revenue**
  For
        the
        nine months ended September 30, 2007, net sales totaled $10,380,713, an increase
        of $5,072,361 or 95.5% as compared to revenues
        of****$5,308,352 for the nine months ended September 30,
        2006.
  There
        were two major factors driving the doubling of sales: 1) A shift in our business
        model to focus on smaller franchisees which resulted in a large increase
        in the
        number of our distributors and 2) greater product mix.
 
 In
        the
        same nine-month period last year, the Company’s sales were primarily directly to
        large franchisees, however in the last year the Company has executed a strategy
        of increasing the number of smaller franchisees to promote sales and awareness
        of the Company’s products. These are franchisees who purchase our products and
        sell them on an exclusive basis in store fronts or market kiosks. Our initial
        franchise fee also includes discounted inventory and the designation of an
        exclusive regional territory to the individual. Franchises are granted on
        provincial, regional, and township levels.
 
 Additionally,
        our product mix also increased to include personal care products, cosmetics,
        and
        nutritional foods including Nestle cereals and drinks.
  **Third
        Quarter 2007 Sales vs. Second Quarter 2007 Sales**
 
 Sales
        in the third quarter
        of 2007 decreased from the second quarter of 2007 primarily due to the
        seasonality associated with the Company’s major product, cactus. The second
        quarter of the year is both the primary growing and harvesting season for
        cactus
        so the Company recorded a major increase in sales during this period. The
        same
        seasonality occurred last year..
 
 3
 
 
 During
        the nine months ended September 30, 2007, our products were sold through
        approximately 750 franchisees, as compared to 400 during the same period
        in the
        prior year. These are franchisees who purchase our products and sell them
        on an
        exclusive basis in store fronts or market kiosks. Our initial franchise fee
        also
        includes discounted inventory and the designation of an exclusive regional
        territory to the individual. Franchises are granted on provincial, regional,
        and
        township levels.
 
 Our
        product mix also increased to include personal care products, cosmetics,
        and
        nutritional foods including Nestle cereals and drinks. During the same period
        in
        2006, our product mix was limited to cactus based supplements and millet
        and
        rice products.
  
 **Three
        Months Ended September 30, 2007 vs. Three Months Ended September 30,
        2006**
 
 For
        the
        three months ended September 30, 2007, net sales totaled $3,513,674, an increase
        of $1,656,282 or 89.1% as compared to revenues of $1,857,392 for the three
        months ended September 30, 2006.
 
 During
        this period, we launched our soybean product lines which led to an additional
        stream of revenue.
 
 We
        saw
        overall revenues decrease from $5,227,933 for the three month period ended
        June
        30, 2007 to $3,513,674 for the three month period ended September 30, 2007
        or
        approximately a 32.8% decrease.
 This
        decrease is due to the seasonality of our sales. During the summer months
        of
        July and August, we have historically seen a slowdown in sales despite increases
        in the number of franchisees. For the three month period ended September
        30,
        2006, we generated $1,857,392, a 43.2% decrease in net sales as compared
        to
        $3,270,876 for the three month period ended June 30, 2006.
 
 This
        seasonality factor is due to a general summer lull in existing franchisee
        sales.
        Another factor is due to significant jump in sales in the second quarter.
        Historically, our first quarter sales have always been the lowest of the
        four
        quarters due to the fact of the calendar and Lunar New Year holiday seasons.
        As
        a result, the slowdown in the first quarter leads to heavily sales in the
        second
        quarter.
  ***Cost
        of Sales***
  **Nine
        Months ended September 30, 2007 vs. Nine Months ended September 30
        2006**
 
 The
        cost
        of revenue was $4,003,789 for the nine months ended September 30, 2007, an
        increase of
 $1,809,316
        or 82.3% as compared to the cost of revenue of $2,194,473 for the nine months
        ended September 30, 2006.
 
 The
        cost
        of goods sold increased accordingly with our increase in revenues during
        the
        entire nine month period.
 
 **Three
        Months ended September 30, 2007 vs. three months ended September 30,
        2006**
 
 The
        cost
        of revenue was $904,605 for the three months ended September 30, 2007, a
        decrease of $13,876 or 1.5% as compared to $918,481 for the three months
        ended
        September 30, 2006.
 
 Our
        cost
        of sales decreased due to the diminished overhead costs associated with our
        cactus seedlings.
 Generally,
        we book the costs of heating the greenhouses where we grow the cactus seedlings
        as part of cost of goods sold. During the third quarter of 2007, we did not
        book
        any costs associated with heating and upkeep of the greenhouses. These costs
        were all accounted for in the second quarter of 2007.
 
 4
 
 ***Total
        Operating Expenses***
  Total
        operating expenses were $1,660,674 for the nine months ended September 30,
        2007,
        an increase of $1,256,019 or 310.4% as compared to total operating expenses
        of
        $404,655 for the nine months ended September 30, 2006.
 
 Overall,
        selling and general and administrative expenses increased in correlation
        with
        the increase in revenue, the increase in the number of franchisees, and with
        the
        increased expenditures associated with the launch of new products in the
        second
        half of the year.
  We
        added
        an additional 34 sales and marketing team members to promote our new organic
        rice and soybean milk and yogurt products. Salaries for new staff personnel
        and
        their travel expenses totaled approximately $110,000. Internal product
        inspection costs totaled $50,000. The fees associated with the investor
        relations firm engaged in March totaled $59,500 for the nine month period.
        In
        addition, we opened an office in the US in June 2007. The costs associated
        with
        office rental and staff totaled $39,000. Advertising costs for products to
        be
        introduced in the second half of the year included TV commercials and internet
        advertising. These expenses approximately totaled $181,000. Depreciation
        and
        amortization expenses totaled $522,676 or about 37.2% of total operating
        expenses in the nine month period. Research and development expenses totaled
        $279,286 or about 19.8% of total operating expenses in the nine month period
        in
        2007 as compared to nil in the same period in 2006.
 
 Total
        operating expenses were $897,700 for the three months ended September 30,
        2007,
        an increase of     $700,988 or 356.3% as compared to
        total operating expenses of $196,712 for the three months ended September
        30,
        2006.
  Our
        operating expenses are divided into research and development expenses and
        selling and general and administrative expenses. Research and development
        expenses were associated with our in-house testing and analysis of current
        supplement products and the application of tests toward new health related
        products. In the same period in 2006, we did not conduct any in-house research
        and development. Research and development expenses in the three month period
        ended September 30, 2007 totaled $144,547 compared to nil in the same period
        in
        2006. The fees associated with the investor relations firm totaled $25,500
        for
        the three month period. Costs associated with the US office and staff totaled
        $39,000.
 
  ***Net
        Income***
 
 Net
        income from operations before income taxes (benefit) for the nine months
        ended
        September 30, 2007 increased by $2,035,169 or 75.83% to $4,719,148 from
        $2,683,979 for the nine months ended September 30, 2006. However, since we
        were
        able to realize an one time benefit for income taxes in the amount of 1,984,590
        due to our achievement of wholly foreign owned entity (WOFE) status, our
        net
        income from the nine months ended September 30, 2006 totaled $4,668,569.
        Therefore, period on period, our net income increased only by $50,579 or
        1%.
  In
        the
        nine months ended September 30, 2007, our net income increased as a result
        of
        our increase in the number of franchisees and due to the seasonal decrease
        in
        our cost of goods sold. Our cactus seedlings make up approximately 60% of
        our
        net sales in the third quarter. Due to the lack of need for heating in our
        greenhouses during the warmer summer months of July and August, in the third
        quarter, we were able to realize higher net margins of 64.5% as compared
        to
        43.7% for the first six months of the year.
 
 Net
        income for the three months ended September 30, 2007 decreased by $1,245,004
        or
        42% to $1,713,782 from $2,958,786 for the three months ended September 30,
        2006. Again,  the decrease is primarily due to the one time
        $2,216,535 income tax benefit we realized during the third quarter of 2006.
        Without accounting this income tax benefit,  our net income for the
        nine months period  actually increased by $971,531 from $742,251 in
        2006 to $1,713,782 in 2007.
 
 Net
        income in the three month period ended September 30, 2007 increased as a
        result
        of the addition of new franchisees and the continued activity of the existing
        franchisees.
  5
  **Liquidity
        and Capital Resources**
  As
          of
          September 30, 2007, the Company had cash and cash equivalents of $1,501,901,
          as
          compared to $67,950 during the corresponding period in 2006. As of September
          30,
          2007, the Company had working capital of $17,172,589, as compared to $3,504,435
          as of September 30, 2006.
 
 **Net
          cash flow****used in****operating
          activities** totaled $1,247,829 for the nine months ended September 30,
          2007, as compared to cash provided by operating activities of $861,849
          for the
          nine months ended September 30, 2006.
 During
        the nine months end September 30, 2007, we underwent a major shift in the
        scale
        of our operations. As of May 2007, the Company completed the phase of
        construction of its new 54,000 square meter campus in Harbin which includes
        office spaces, manufacturing facilities for its nutritional food products,
        and
        its research and development center.
  The
        Company during this period had significant expenditures in preparation for
        the
        official launch of its two new products: organic rice aimed at diabetics
        and soybean yogurt and milk products in the second half of 2007.
  The
        increase in other receivables by $3,000,319 is due to the establishment of
        sales
        and marketing companies for our soybean products and the payment toward the
        acquisition of the patent a new strain of organic rice. Approximately $789,000
        was spent on the creation of sales centers for our soybean milk (Shenzhen
        Wang
        Zhan You milk sales center) and organic rice (Jiangsu East River Town Rice
        sales
        center). These sales centers are responsible for the management and control
        of
        operations for the distribution of these new products. The Shenzhen sales
        center
        required approximately $393,000 for the leasing of office space, equipment,
        working capital, and personnel to establish the Company's main management
        center
        in the southern region for its soybean milk products. The Jiangsu sales center
        oversees the planting and harvesting of the organic rice along with the
        marketing force behind the product. The Company expects to realize revenues
        for
        these expenditures by the end of 2007.
  The
          increase in inventory by $870,399 is mostly due to the raw materials needed
          for
          the processing and packaging of soybean yogurt and milk
          products.
  An
        additional $657,000 was paid to Nanjing Agricultural University as part of
        the acquisition of the patent of the W3660 strain of organic rice with lower
        levels of soluble albumins aimed at diabetics. This patent gives the Company
        exclusive rights in the marketing and use of the new strain of
        rice.
  The
          increase in advances to suppliers of $3,809,214 is comprised of prepayments
          we
          made to farmers to plant and harvest soybeans and rice and other various
          millet
          and grains for our nutritional food products, ongoing additions to production
          lines at our new campus, and investments made to organic foods
          projects.
 Approximately
          $400,000 was paid as a deposit to acquire land rights in Anhui province
          for
          future development and construction of production lines for our organic
          soybean
          products. $721,700 was paid toward the construction of sales center in
          Heilongjiang province. Approximately $1,460,000 was used as registered
          capital
          for Hulan Company.
  The
        increase in accounts payables of $1,273,018 are due in part to the increase
        in
        the added needs of the Company to have third party companies provided the
        packaging and manufacture of our prepared foods.
   6
  Specifically,
        approximately $450,000 was paid to Yatai Food Company for the processing
        and
        packaging of grain noodles and millet crackers.  In general, the
        Company has the capability to manufacture products with its own equipment
        for
        raw goods including the packaging of grains and millet. However, for the
        preparation of foods including noodles, crackers, wafers and other sorts of
        processed foods, the Company still heavily depends on third party contractors.
        Given the major increase in sales and the total number units of products
        shipped
        to franchisees, the Company's account payables increased
        accordingly.
  **Net
          cash used in investing activities**totaled $7,364,044 for the nine
          months ended September 30, 2007, as compared to net cash used in investing
          activities of $920,209 for the nine months ended September 30,
          2006.
  Among
          the
          cash used in investing activities, $1,170,900 was paid to acquire property
          and
          equipment, including a new office space in Beijing, which will serve as
          our
          flagship store in Beijing. Also, $6,657,858 was advanced to an affiliate
          in
          preparation of setting up our Hulan subsidiary and paying local farmers
          to
          purchase the raw materials and irrigation fixtures associated with our
          organic
          crops project.
 During
        the nine months ended September 30, 2007, we were able to collect $1,332,381
        in
        loans from various related parties. These parties included loans to individual
        franchisees who we financed to support their business on a startup level.
        As
        part of the terms of the recent capital raised from investors in August 2007,
        we
        are required to fully collect these loans to related parties by the end of
        the
        calendar year.
  **Net
        cash provided by financing activities** were $9,306,743 for the nine
        months ended September 30, 2007, as compared to $110,854 used for the nine
        months ended September 30, 2006.  In August 2007, we raised capital by
        selling shares of our common stock. The net proceeds we received totaled
        $9,306,743. This $110,854 used in financing activities for the nine month
        period
        in 2006 was attributed to the payment of the principal balance of a three-year
        loan from the local government.
 
 **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**
  **Evaluation
        of Disclosure 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, 2007.
        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.
   **Changes
        in Internal Controls**
 
 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 fiscal quarter ended September 30, 2007
        that
        has materially affected, or is reasonably likely to materially affect, our
        internal control over financial reporting.
 
 7
  
 **PART
        II - OTHER INFORMATION**
  **Item
        1.    Legal Proceedings.**
  To
        the
        best of our knowledge, neither the Company nor any of its subsidiaries is
        a
        party to any pending or threatened legal proceedings.
  
 
 
 **Item
        2.    Changes in Securities and Small Business Issuer Purchase of
        Equity Securities**
 
 (c)
        Unregistered Sales of Equity Securities and Use of Proceeds.
 
 On
        July 16, 2007 China Yingxia
        completed the sale of 1,000,000 Units of securities to a total of 3 investors.
        Each "Unit" included two shares of common stock and one common stock purchase
        warrants exercisable at $1.50.The sale of the Units
        was exempt from
        the registration requirements of the Securities Act pursuant to Section 4(2)
        of
        the Act, because each of the investors was an Accredited Investor and there
        was
        no advertising or public solicitation performed in connection with the offering.
        The sale of the Units was also exempt from registration pursuant to Rule
        506 of
        the Securities and Exchange Commission, since the sales satisfied all of
        the
        conditions specified in SEC Rules 501 and 502 and each of the investors had
        such
        knowledge and experience in financial and business matters that the investor
        was
        capable of evaluating the merits and risks of the
        investment.
 
 On
        August
        9, 2007 China Yingxia International, Inc. completed the sale of 34.90052
        Units
        of securities to a total of twenty investors. Each Unit consisted of 250,000
        shares of common stock and warrants to purchase 125,000 shares of common
        stock,
        exercisable at $2.00 per share. The sale of the Units was exempt from the
        registration requirements of the Securities Act pursuant to Section 4(2)
        of the
        Act, because each of the investors was an Accredited Investor and there was
        no
        advertising or public solicitation performed in connection with the offering.
        The sale of the Units was also exempt from registration pursuant to Regulation
        D, Rule 506 of the Securities and Exchange Commission, since the sales satisfied
        all of the conditions specified in SEC Rules 501 and 502 and each of the
        investors had such knowledge and experience in financial and business matters
        that the investor was capable of evaluating the merits and risks of the
        investment.
  **Item
        3.    Defaults Upon Senior Securities.**
  None.
  **Item
        4.   Submission of Matters to a Vote of Security
        Holders.**
  None.
  **Item
        5.   Other Information.**
  None.
  8
 **Item
        6.   Exhibits.**
  **Exhibit No.**
              
              **Title
                  of Document**31.1
              
              Certification
                  pursuant to Section 302 of Sarbanes Oxley Act of 200232.1
              
              Certification
                  pursuant to Section 906 of Sarbanes Oxley Act of
                  2002
  
  **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: November
                  19, 2007
              By:
              /s/ *Yingxia Jiao*Yingxia
                  JiaoChief
                  Executive Officer,
                Chief
                  Financial Officer
      9