**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


_____________________




**Amendment
        No. 1 to 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 June 30, 2007**




**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.)








**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 August 14, 2007 is 35,674,657 shares of common
      stock.







1


















**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 FINANCIAL STATEMENTS**


**JUNE
      30, 2007  AND  2006**


**(UNAUDITED)**










3














**CHINA
      YINGXIA INTERNATIONAL, INC.**


**INDEX
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2007 AND 2006**


**(UNAUDITED)**








**TABLE
      OF CONTENTS**




**Page(s)**Condensed
                Consolidated Balance Sheet as of June 30, 2007 (Unaudited)
            3Condensed
                Consolidated Statements of Income for the Six Months   And Three
                Months Ended June 30, 2007 and 2006 (Unaudited)
            4Condensed
                Consolidated Statements of Cash Flows for the Six Months
              Ended June 30, 2007 and 2006 (Unaudited)
            5Notes
                to Condensed Consolidated Financial Statements (Unaudited)
            6-10









4













**CHINA
      YINGXIA INTERNATIONAL, INC.**


**CONDENSED
      CONSOLIDATED BALANCE SHEET (UNAUDITED)**





**JUNE
      30, 2007**




**ASSETS**Current
                assets:Cash
                and cash equivalents
            
            $
            100,296Inventory
            
            
            2,004,655Other
                receivables
            
            
            1,619,877Advances
                to suppliers
            
            
            3,809,850Loans
                to related party
            
            
            1,565,923Total
                Current Assets
            
            
            9,100,602Property
                and equipment, net of accumulated depreciationof
                $2,779,156
            
            
            15,419,531Land
                use right, net
            
            
            396,361Total
                Assets
            
            $
            24,916,494**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                liabilities:Accounts
                payable
            
            $
            1,597,108Unearned
                revenue
            
            
            1,314Taxes
                payable
            
            
            48,397Accrued
                expenses and other payables
            
            
            519,281Total
                Current Liabilities
            
            
            2,166,100Total
                Liabilities
            
            
            2,166,100Stockholders'
                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;33,608,857
                shares outstanding at June 30, 2007
            
            
            33,609Additional
                paid in capital
            
            
            7,324,877Accumulated
                other comprehensive income
            
            
            1,455,699Statutory
                reserves
            
            
            901,463Retained
                earnings
            
            
            13,034,746Total
                Shareholders' Equity
            
            
            22,750,393Total
                Liabilities and Stockholders' Equity
            
            $
            24,916,494









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






5













**CHINA
      YINGXIA INTERNATIONAL, INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF INCOME**


**(UNAUDITED)**




**Six-Month
                Ended June 30,**
            
            
            **Three-Month
                Ended June 30,****2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006**Sales
            
            $
            6,867,039
            
            
            $
            3,450,960
            
            
            
            5,227,933
            
            
            $
            3,270,876Cost
                of Sales
            
            
            3,099,185
            
            
            
            1,275,992
            
            
            
            2,317,113
            
            
            
            1,089,255Gross
                Profit
            
            
            3,767,855
            
            
            
            2,174,968
            
            
            
            2,910,820
            
            
            
            2,181,621Operating
                ExpensesResearch
                & Development Expense
            
            
            134,739
            
            
            
            -
            
            
            
            135,452
            
            
            
            -Selling,
                general and administrative
            
            
            628,236
            
            
            
            207,943
            
            
            
            311,605
            
            
            
            119,009Operating
                income
            
            
            3,004,880
            
            
            
            1,967,025
            
            
            
            2,463,763
            
            
            
            2,062,612Other
                Income and Expenses
            
            
            318
            
            
            
            (25,297
            )
            
            
            364
            
            
            
            (24,720
            )Income
                Before Income Taxes
            
            
            3,005,198
            
            
            
            1,941,728
            
            
            
            2,464,127
            
            
            
            2,037,892Provision
                for Income Taxes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
                Income
            
            $
            3,005,198
            
            
            $
            1,941,728
            
            
            $
            2,464,127
            
            
            $
            2,037,892Basic
                and diluted income per common share
            
            $
            0.09
            
            
            $
            0.52
            
            
            $
            0.07
            
            
            $
            0.55Basic
                and diluted weighted average common shares outstanding
            
            
            33,608,857
            
            
            
            3,735,066
            
            
            
            33,608,857
            
            
            
            3,735,066










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








6










**CHINA
      YINGXIA INTERNATIONAL, INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**For
      the six months ended June 30, 2007 and 2006**






**2007**
            
            
            **2006****(Unaudited)**
            
            
            **(Unaudited)**Cash
                Flows From Operating Activities:Net
                income
            
            
            $
            3,005,198
            
            
            $
            1,941,728Adjustments
                to reconcile net income to net cashprovided
                by (used in) operating activities:Depreciation
                and amortization
            
            
            
            337,794
            
            
            
            272,549Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            
            1,314
            
            
            
            45,026Inventory
            
            
            
            (892,553
            )
            
            
            (593,277
            )Other
                receivable
            
            
            
            (1,273,102
            )
            
            
            (583,024
            )Advances
                to suppliers
            
            
            
            (3,364,596
            )
            
            
            (1,364,467
            )Prepaid
                expenses
            
            
            
            95,479
            
            
            
            (6,543
            )Accounts
                payable
            
            
            
            1,247,610
            
            
            
            (167,266
            )Unearned
                revenue
            
            
            
            1,314
            
            
            
            -Taxes
                payable
            
            
            
            48,397
            
            
            
            48,140Accrued
                expenses and other payables
            
            
            
            (41,184
            )
            
            
            773,734Cash
                provided by (used in) operating activities(834,331
            )
            
            
            366,600Cash
                Flows From Investing Activities:Purchase
                of property and equipment
            
            
            
            (57,864
            )
            
            
            (109,568
            )Purchase
                of land use right
            
            
            
            (102,282
            )
            
            
            -Collections
                on loans to related party
            
            
            
            1,198,676
            
            
            
            -Additions
                to construction in process
            
            
            
            (545,353
            )
            
            
            (278,136
            )Cash
                provided by (used in) investing activities
            
            
            
            493,176
            
            
            
            (387,704
            )Cash
                Flows From Financing Activities:Payment
                of notes payable
            
            
            
            -
            
            
            
            (111,982
            )Cash
                used in financing activities
            
            
            
            -
            
            
            
            (111,982
            )Effect
                of exchange rate changes on cash and cash equivalents
            
            
            363,584
            
            
            
            154,584Increase
                in cash and cash equivalents
            
            
            
            22,429
            
            
            
            21,498Cash
                and Cash Equivalents - Beginning
            
            
            
            77,867
            
            
            
            37,903Cash
                and Cash Equivalents - Ending
            
            
            $
            100,296
            
            
            $
            56,401Supplemental
                disclosures of cash flow information:1
            
            Interest
                paid
            
            
            $
            -
            
            
            $
            25,5452
            
            Income
                Taxes paid
            
            
            $
            -
            
            
            $
            -






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








7










**CHINA
      YINGXIA INTERNATIONAL, INC.**


**CONDENSED
      CONSOLIDATED NOTES TO FINANCIAL STATEMENTS  (UNAUDITED)**


**FOR
      THE SIX MONTHS ENDED JUNE 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.







8










**CHINA
      YINGXIA INTERNATIONAL, INC.**


**CONDENSED
      CONSOLIDATED NOTES TO FINANCIAL
      STATEMENTS  (UNAUDITED)**


**FOR
      THE SIX MONTHS ENDED JUNE 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, 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.




**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.







9








**CHINA
      YINGXIA INTERNATIONAL, INC.**


**CONDENSED
      CONSOLIDATED NOTES TO FINANCIAL
      STATEMENTS  (UNAUDITED)**


**FOR
      THE SIX MONTHS ENDED JUNE 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 six months ended June 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.







10










**CHINA
      YINGXIA INTERNATIONAL, INC.**


**CONDENSED
      CONSOLIDATED NOTES TO FINANCIAL
      STATEMENTS  (UNAUDITED)**


**FOR
      THE SIX MONTHS ENDED JUNE 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.





**3.
      PROPERTY, PLANT AND EQUIPMENT, NET**





Property,
      plant and equipment consist of the following at June 30, 2007:





Machinery
                &
                Equipment
            
            $
            2,482,559Automobiles
            
            
            357,351Cactus
                Seedlings
            
            
            6,302,062Sub
                total
            
            
            9,141,972Less:
                Accumulated
                Depreciation
            
            
            (2,779,156
            )Construction
                in
                progress
            
            
            9,056,715Total
                property, plant & Equipment,
                net
            
            $
            15,419,531







Depreciation
      expense for the six months ended June 30, 2007 and 2006 was $337,794 and
      $272,549, 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 June 30, 2007, the costs
      involved with construction in progress amounted to $9,056,715.





**4.
      RELATED PARTY LOANS**




As
      of
      June 30, 2007, the Company has loans receivable from related parties in the
      amount of $1,565,923. 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 six months ended June 30, 2007, a net amount of $1,198,676 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.









11












**CHINA
      YINGXIA INTERNATIONAL, INC.**


**CONDENSED
      CONSOLIDATED NOTES TO FINANCIAL
      STATEMENTS  (UNAUDITED)**


**FOR
      THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006**




**5.
      STOCKHOLDERS' EQUITY**





Upon
      the
      completion of the reverse acquisition on May 12, 2006, the Company had
      93,003,153 outstanding shares of Common Stock, 1,473,469 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 June 30, 2007, there are 33,608,857 shares of common stock
      outstanding and no preferred stock. There were no other shares issued for the
      six months ended June 30, 2007.





**6.
      COMMITMENTS AND CONTINGENCIES**




The
      Company's operations are carried out in the 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, and by the general state
      of the PRC's economy.





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.





**7.
      SUBSEQUENT EVENT**





On
      July
      16, 2007, The Company 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
      Units
      were sold for a price of $2.00 per Unit, yielding gross proceeds of $2,000,000
      from the sale of the Units. The Company incurred approximately $20,000 in legal
      and other expenses. Therefore, the net proceeds of the offering realized by
      the
      Company were $1,980,000.





On
      August
      9, 2007 China Yingxia International, Inc. completed another sale of 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
      Units
      were sold for a price of $250,000 per Unit, yielding gross proceeds of
      $8,725,130 from the sale of the Units.  After deducting the
      commissions and legal expenses,  the Company received the net proceeds
      of $7,590,863 through this offering.






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 Six and Three Months Ended June 30, 2007
      compared to the Six and Three Months Ended June 30, 2006





**Revenue**




For
      the
      three months ended June 30, 2007, net sales totaled $5,227,933, an increase
      of
      $1,957,057 or 59.8% as compared to revenues of $3,270,876 for the three months
      ended June 30, 2006.




This
      increase is directly attributable to the increase in the number of our
      distributors and the expansion of our product lines.





During
      the quarter ended June 30, 2007, our products were sold through approximately
      650 franchisees, as compared to 300 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.




For
      the
      six months ended June 30, 2007, net sales totaled $6,867,039, an increase of
      $3,416,079 or 98.9% as compared to revenues of $3,450,960 for the three months
      ended June 30, 2006.





This
      increase is mainly due to the dramatic rise in sales during the first quarter
      of
      this yearwhen we realized net sales of $1,657,891 as compared to $178,898 in
      the
      first quarter of 2006. Historically, the first quarter of our fiscal year has
      been the quarter which has accounted for the least revenue in part to the
      calendar New Year and Lunar New Year causing extended holidays and vacation
      schedules. We typically show a significant jump in revenues in the second
      quarter as a result of the return to a normal work schedule.





By
      the
      end of the second quarter of 2007, we estimate our distribution network to
      have
      reached 650 franchisees. This is approximately an increase of 150 franchisees
      from the end of December 31, 2006, and an increase of approximately 575
      franchisees from the end of December 31, 2005.





We
      estimate that the 150 newly added franchisees for the six months in 2007
      accounted for approximately 11% of total revenues in the six month period.
      The
      425 franchisees added during the fiscal year 2006 accounted for 36% of total
      revenues, while the 75 franchisees we maintained at the end of fiscal year
      2005
      accounted for approximately 44% of total revenues. We define an active
      franchisee as an individual or entity that places reorders within a three month
      period. Given that definition, we estimate our franchisee retention rate to
      exceed 90%.




***Cost
      of Sales***




The
      cost
      of revenue was $2,317,113 for the three months ended June 30, 2007, an increase
      of $1,227,888 or 112.7% as compared to $1,089,255 for the three months ended
      June 30, 2006.





Our
      cost
      of sales in the quarter increased at a higher rate than net sales. Among the
      reasons for the faster growth in cost of goods sold include the fact that the
      number of Stock Keeping Units increased from approximately 60 to 190. New
      products have significantly added to total revenues, but many of the new
      products we added have lower margins than our original products. On average,
      our
      cactus based nutraceutical products which we have been selling since inception
      have gross margins of upwards of 60% while the products we added in the second
      half of 2006 and early 2007 including the personal care items, Nestle foods
      and
      drinks, and millets and other health foods carry on the low end gross margins
      of
      30% and on the high end gross margins of 40%. We expect the new products to
      be
      introduced in the second half of 2007 including organic rice and soybean milk
      and other food products to have margins on average to be higher than the
      products we added in the second half of 2006.





The
      cost
      of revenue was $3,099,185 for the six months ended June 30, 2007, an increase
      of
      $1,823,193 or 142.9% as compared to the cost of revenue of $1,275,992 for the
      six months ended June 30, 2006.




As
      mentioned earlier, with the addition of new products, we experienced higher
      cost
      of sales. During the first half of 2006, we estimate that cactus related
      products accounted for approximately 70% of total revenues while during the
      same
      period in 2007, cactus related products accounted of roughly 49% of total
      revenues. During this period, nutritional foods and supplements accounted for
      approximately 28% of revenues, while the balance of revenues is distributed
      among cosmetics (3%), personal care products (12%), and Nestle products (8%).
      As
      we move away from the heavy concentration of cactus based products, our cost
      of
      sales increased accordingly with the addition of the new nutraceutical
      foods.





***Total
      Operating Expenses***




Total
      operating expenses were $447,057 for the three months ended June 30, 2007,
      an
      increase of $328,048 or 275.6% as compared to total operating expenses of
      $119,009 for the three months ended June 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. We note that research and development expenses in the three
      month period ended June 30, 2007 totaled $135,452 while for the entire six
      month
      period ended June 30, 2007, the expenses totaled $134,739. This is due to the
      use of different average currency calculation rates used in the translation
      of
      the Chinese currency, RMB, to US dollar currency. The average exchange rate
      for
      the three month period was approximately 7.78 RMB/1 USD while the average
      exchange rate for the six month period was approximately 7.82 RMB/1 USD.
      Therefore, in reality, the total research and development expenses were the
      same
      in both periods.








13







Total
      operating expenses were $762,975 for the six months ended June 30, 2007, an
      increase of $555,032 or 266.9% as compared to total operating expenses of
      $207,943 for the six months ended June 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.




Approximately
      56% of these costs were spread out among salaries to employees, travel expenses
      related to the recruitment and training of new franchisees, internal product
      inspection costs, and costs associated with investor relations. We added an
      additional 34 sales and marketing team members to promote our new organic rice
      and soybean milk and yogurt products to be launched in the second half of 2007.
      Salaries for new staff personnel and their travel expenses totaled approximately
      $55,000. Internal product inspection costs totaled $30,000. The fees associated
      with the investor relations firm engaged in March totaled $34,000 for the six
      month period. In addition, travel and accommodation expenses to the US for
      conferences and expositions totaled $7,000. Advertising costs for products
      to be
      introduced in the second half of the year included TV commercials and internet
      advertising. These expenses approximately totaled $131,000. Depreciation expense
      totaled $337,794 or about 44% of total operating expenses in this six month
      period.




***Net
      Income***





Net
      income for the three months ended June 30, 2007 increased by $426,235 or 20.9%
      to $2,464,127 from $2,037,892 for the three months ended June 30,
      2006.





Net
      income in the three month period ended June 30, 2007 increased as a result
      of
      the addition of 150 new franchisees and the continued activity of the 500
      existing franchisees from the end of 2006.




Net
      income for the six months ended June 30, 2007 increased by $ 1,063,470 or 54.7%
      to $3,005,198 from $1,941,728 for the six months ended June 30,
      2006.




In
      the
      six months ended June 30, 2007, our increase in net income was more dramatic
      in
      the first three months where we saw realized net income of $551,139 as compared
      to a net loss of $113,931. As we became publicly listed in May of 2006, we
      believe that during the first quarter in 2007, we were able to overcome the
      stagnancy we typically see during the quarter as a result of the extended
      holiday schedules in comparison to the first quarter of 2006 when we were still
      private and were not able to promote ourselves as a public company. This
      promotion led to the sharp increase of the number of franchisees and in turn
      increase in revenues which ultimately generated high net income for the
      Company.




**Liquidity
      and Capital Resources**




As
      of
      June 30, 2007, the Company had cash and cash equivalents of $100,296, as
      compared to $77,867 at December 31, 2006. As of June 30, 2007, the Company
      had
      working capital of $6,934,502, as compared to $3,933,427 as of December 31,
      2006.





**Net
      cash flow used in operating activities** totaled $834,331 for the six
      months ended June 30, 2007, as compared to cash provided by operating activities
      of $366,600 for the six months ended June 30, 2006.




During
      the six months end June 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. Total construction in progress for the facilities has
      exceeded $9 million and has been financed primarily by our management
      team.




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 $1,273,102 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 $526,000
      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 $262,000 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 $892,553 is mostly due to the raw materials needed
      for
      the processing and packaging of soybean yogurt and milk products. We maintain
      approximately 1,080 tons of soybeans in our inventory which is valued at
      $473,684. The packaging materials total approximately $131,578. We estimate
      by
      year's end, at least 800 tons of soybeans will be sold.




An
      additional $263,000 was paid to Nanjing Agricultural University as part of
      a deposit for the acquisition of the patent of the W3660 strain of organic
      rice with lower levels of soluble albumins aimed at diabetics. The total amount
      to be paid for the patent is $5 million RMB or approximately $657,000 USD.
      This
      patent gives the Company exclusive rights in the marketing and use of the new
      strain of rice.






14





The
      increase in advances to suppliers of $3,364,596 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 and also ongoing additions to
      production lines at our new campus. Approximately $1,710,526 of the advances
      to
      suppliers is prepayments to the farmers. Our arrangement with the farmers
      consists of written agreements to plant and harvest crops based upon our
      commitment to pay for the seeds and materials the farmers require in the
      process. When the farmers sell the harvested crops to us, we deduct the costs
      of
      the seeds and materials from the purchase prices. Approximately 1,315,789
      of the advances to suppliers is ongoing construction of production lines for
      our
      existing and new products at our manufacturing facilities.




The
      increase in accounts payables of $1,247,610 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.




Specifically,
      approximately $307,000 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 provided by investing activities**totaled $493,176 for the six
      months ended June 30, 2007, as compared to net cash used in investing activities
      of $387,704 for the six months ended June 30, 2006.




During
      the six months ended June 30, 2007, we were able to collect $1,198,676 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
      used in financing activities were nil for the six months ended June 30, 2007,
      as
      compared to $111,982 for the six months ended June 30, 2006. This amount 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 June 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 March 31, 2007 that
      has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.







15











**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.    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.**




**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









16










**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: September
                  20, 2007
              By:
              /s/ *Yingxia Jiao*Yingxia
                  JiaoChief
                  Executive Officer,
                Chief
                  Financial Officer












17