**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
  **FORM
          10-KSB/A**
  (Mark
        One)
  **x**
              **ANNUAL
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934**
  **For
        the fiscal year ended December 31, 2006**
  **o**
              **TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934**
  **For
        the transition period from ___________ to ___________**
  **Commission
        file number 000-15893**
  **CHINA
        YINGXIA INTERNATIONAL, INC.**
 (Exact
        name of registrant as specified in its charter)
  **Florida**
              **65-0664961**(State
                  or other jurisdiction of incorporation or organization)
              (I.R.S.
                  Employer Identification No.)**Harbin
                  Yingxia Industrial Co., Ltd, No.300, Xidazhi Street Nangang, Harbin
                  Heilongjiang**
              **F4
                  150001**(Address
                  of principal executive offices)
              (Zip
                  Code)
 
 Registrant’s
                  telephone number, including area code:
              **86
                  451 86310948**
  **c/o
                  American Union Securities 100 Wall Street 15th Floor New York,
                  NY**
              **10005**(Address
                  of principal agent offices)
              (Zip
                  Code)
 
 Agent’s
                  telephone number, including area code:
              **(212)
                  232-0120**
 
 Securities
                  registered under Section 12(b) of the Exchange Act:Title
                  of each class
              Name
                  of each exchange on which registered**None**
              **None**Securities
                  registered under Section 12(g) of the Exchange Act:**Common
                  Stock, par value $.001**(Title
                  of class)
  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 o
  Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B contained in this form, and no disclosure will be contained,
        to
        the best of registrant’s knowledge, in definitive proxy or information
        statements incorporated by reference in Part III of this Form 10-KSB or any
        amendment to this Form 10-KSB. o
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes o No x
 
 State
        issuer’s revenues for its most recent fiscal year. $8,401,711
 
 Aggregate
        market value of the voting and non-voting common stock held by non-affiliates
        of
        the Company as of December 31, 2006: $14,680,348.
  Number
        of
        shares of the registrant’s Common Stock outstanding as of March 30, 2007:
        33,608,857.


1


**TABLE
      OF CONTENTS**








**Part
                I**Item
                1.
            Description
                of Business.
            3Item
                2.
            Description
                of Property.
            9Item
                3.
            Legal
                Proceedings.
            9Item
                4.
            Submission
                of Matters to a Vote of Security Holders.
            9**Part
                II**
            
            9Item
                5.
            Market
                for Common Equity and Related Stockholder Matters.
            9Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operations.
            10Item
                7.
            Financial
                Statements.
            13Item
                8.
            Changes
                in and Disagreements With Accountants on Accounting and Financial
                Disclosure.
            14Item
                8A.
            Controls
                and Procedures.
            14Item
                8B.
            Other
                Information.
            14**Part
                III**
            
            14Item
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Act.
            14Item
                10.
            Executive
                Compensation.
            16Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters.
            17Item
                12.
            Certain
                Relationships and Related Transactions.
            17Item
                13.
            Exhibits.
            18Item
                14.
            Principal
                Accountant Fees and Services.
            18**Signatures**
            
            19





2


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




**Forward-Looking
      Statements and Associated Risks**






*The
      Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
      certain forward-looking statements. Some of the statements contained in this
      annual report of the Company discuss future expectations, contain
      projections of our operations or financial condition or state other
      forward-looking information. Some statements contained in this annual report
      on
      Form 10-KSB that are not historical facts (including without limitation
      statements to the effect that we "believe," "expect," "anticipate," "plan,"
      "intend," "foresee," or other similar expressions) and are forward-looking
      statements. These forward-looking statements are based on our current
      expectations and beliefs concerning future developments and their potential
      effects on us. There can be no assurance that future developments affecting
      us
      will be those anticipated by us. All comments concerning our expectations for
      future revenue and operating results are based on our forecasts of our plan
      of
      operation and do not include the potential impact of any future acquisitions
      or
      operations. These forward-looking statements involve significant risks and
      uncertainties (some of which are beyond our control) and assumptions. Should
      one
      or more of these risks or uncertainties materialize, or should any of our
      assumptions prove incorrect, actual results may vary in material respects from
      those projected in the forward-looking statements.*




**PART
      I**


**Item
        1. **Description
        of Business.****


**Business
      Development**





We
      were
      incorporated in Florida on
      May 6,
      1996, as RCA Trading Co. and changed our name to Agronix, Inc. on June 18,
      2001.
      From then until May 12, 2006, we operated our business through our wholly-owned
      subsidiary American Waste Recovery, Inc. (“AWR”), which was in the business of
      acquiring and developing technologies that convert organic wastes into
      agricultural products such as growth substrates, organic fertilizer, soil
      amendments and other value added agri-products, and developing a technology
      that
      is used to recover chemical commodities from organic waste for a wide variety
      of
      industries such as agriculture, food, oil and gas, paper, clothing and
      pharmaceuticals.





On
      May
      12, 2006, we acquired as our wholly-owned subsidiary Warner Nutraceutical
      International, Inc., a Delaware corporation (“WNI”) operating its business
      through its wholly-owned subsidiary Harbin Yingxia Industrial Group Co., Ltd.
      (“Yingxia”), a People’s Republic of China company primarily engaged in the
      development, production and sale of health food products such as soybean meals
      and drinks, cactus based foods, rice products, and beauty cosmetics (the
“Reverse Merger”). Pursuant to the Agreement of Merger and Plan of
      Reorganization dated May 10, 2006, we issued to WNI shareholders 54,811,475
      shares of common stock, par value $0.001 per share, and 1,473,649.074 shares
      of
      Class A Preferred Stock, par value $0.001 per share, of which each share was
      convertible into five hundred (500) shares of common stock, in consideration
      for
      a cash payment of $289,000 and all the outstanding shares of WNI. In connection
      with the Reverse Merger, we appointed Yingxia Jiao as our Chairman, Chief
      Executive Officer and Chief Financial Officer. After the closing, we had
      outstanding 100,000,000 shares of Common Stock and 1,473,649.074 shares of
      Class
      A Preferred Stock, of which each share was convertible into five hundred (500)
      shares of common stock. On July 7, 2006, we changed our name to China Yingxia
      International, Inc., and on July 21, 2006 we changed our stock symbol to CYXI,
      effectuated a 24.9:1 reverse split of our capital stock and converted to common
      stock all outstanding shares of Class A Preferred Stock. Since May 12, 2006,
      we
      operate our business through Yingxia.





On
      September 13, 2006, we sold to Brian Hauff, our former President and Director,
      the entire equity interest in AWR for $180,000.





**Our
      Business**





***Overview
      and Business Model***





Through
      our wholly-owned subsidiary Yingxia, we engage in the development, production,
      and sale of health food products, including soybean meals and drinks, cactus
      based foods, rice products, and beauty cosmetics, which are sold throughout
      Japan, Malaysia, Hong Kong, Macao, and China. Yingxia’s
      health food products have a historical and cultural background. One principal
      that runs through the over 6,000-year history of Chinese medicine is “food and
      medicine come from a common source”. For thousands of years, Chinese people have
      been using selected foods to enhance health, cure diseases, and achieve
      longevity. Recent western medical technology also confirms that many Chinese
      medicines have various degrees of disease prevention and anti aging
      effects.





3


We
      have
      established a business model that includes research, planting, production,
      deep
      processing, storage, and sales, which allows us to control all aspects of the
      business, including the technology content of the product, supply of raw
      material, quality of production and management of customer
      relationships.









***Our
      Principal Products and Services***




Using
        raw
        materials from agricultural crop bases located in the Heilongjiang province,
        our
        products and services are divided into six (6) categories:
 
 §
            Personal
                care products. §
            Organic
                rice products. §
            Nestle**TM**products. §
            Soybean-based
                foods and drinks, §
            Longgu
                golden millet and enriched products, and §
            Cactus-based
                powders and herbal supplements. 
 **Personal
        Care Products**
 
 As
        the
        income of the Chinese middle-class increases with the development of the
        Chinese
        economy, the Company has begun to market these products to meet the growing
        demands of its franchisees. These products range from air and water purifier
        devices to bath and shower-head faucets.
 
 *Air
        Purifiers*
 
 Using
        electrostatic precipitator, the air purifiers are used to eliminate bacteria,
        mold, and spores in the air through with its electric field. Airbone particles
        are charged and then trapped on oppositely charged collectors. The effectiveness
        of the device is due to the electric field created. The product neutralizes
        germs with its electrostatic field and the by-product ozone which is found
        inside the units.
 
 *Water
        Purifiers*
 
 The
        water
        purifiers mount directly onto household faucets. These multiple stage water
        filter provides water with reduced levels of microbiological impurities while
        still leaving the beneficial fluoride in the water itself. .
 
 **Organic
        Rice Products**
  Growth
          in
          domestic demand for organic products has been driven by rising incomes
          urban
          areas. The
          China
          Green Food Development Center (“CGFDC”) is the agency that sets the organic
          food standards. The CGFDC was established in November 1992, under the jurisdiction
          of
          the Chinese Ministry of Agriculture.  In
          China,
          the CDFDC awards two Standards: A and AA. The A standard does permit some
          use of
          synthetic agricultural chemicals, while AA is more strigent, but still
          allows
          the use of certain chemicals. The Company has been marketing both types
          of
          organic rice products including the rice itself and prepared foods and
          meals.
 **NestleTM
        Products**


In
        2006, the Company commenced
        selling NestleTM products including chocolate, instant cereal meals, and coffee
        through its wholly owned and proprietarily owned franchise retail
        outlets.The Company has
        executed a sales agent agreement with Nestle. According to the agreement,
        Nestle
        sells Nestle products at wholesale to the Company. The Company then sells
        the
        products at retail prices to its customers. Therefore, all profits from retail
        sales of the product are earned by the Company.


**Soybean
      Products**





Nutritional
      value of soybean:





§
            High
                protein content;


§
            High
                content of unsaturated fatty acid;


§
            High
                contents of lecithin, therefore soybean is often recommended as the
                ideal
                food to prevent and cure coronary heart disease, hypertension,
                arteriosclerosis, and etc;


§
            Zero
                cholesterol: it is the only food that has high protein and almost
                zero
                cholesterol;


§
            Rich
                in calcium;


§
            Rich
                in Vitamin B, especially Vitamin B2;
                and


§
            High
                contents of phosphor, natrium, kalium and other
                minerals.





Our
      soybean products include:





§
            Organic
                Soybean Milk,


§
            Instant
                Soybean Meal,


§
            Soybean
                Salad,


§
            Soybean
                Vegetable Meat,


§
            Soybean
                Chocolate.





**Millet
      Products**





Millet
      contains multiple nutritional elements that are required by the human body.
      In
      addition millet contains high percentages of carbohydrate, protein, Vitamin
      B,
      and other minerals. It also contains protein amino acids, methionine and
      tryptophan.





Our
      millet products include:




4




§
            Refined
                Longgu Golden millet;


§
            Superfine
                Longgu Golden millet powder; and


§
            Functional
                MT millet-fruit-vegetable energy
                bars.





**Cactus
      Products**





Because
      of unique natural conditions, Mexico grows six hundred types of cactus, which
      are used by local peoples as fruit, medicine, vegetable, and even dye. It is
      now
      not only an indispensable vegetable crop for the Mexican people, it has also
      become a stable crop in North America, Latin America, and even in Africa and
      Europe.





In
      1997,
      the Chinese Ministry of Agriculture sent a trading group to Mexico, and decided
      to import its cactus breed.




Cactus
        contains a large number of nutritional elements that are beneficial to the
        human
        body. It contains 18 types of amino acids, including malic acid, amber acid,
        and
        a variety of microelements that are needed by the human body. Cactus helps
        to
        prevent such diseases as obesity, hypertension, high blood fat, high blood
        sugar, and other coronary heart disease. It also helps to relieve stress
        and
        depression caused by the fast paced modern life style. Mexico, where cactus
        has
        been a staple food crop for over 200 years, has the lowest incidence rates
        of
        cancer diseases according to the WHO.


Cactus
      has strong adaptability, and has a long fruiting period. Thus, growing cactus
      can achieve low costs and high returns.





Our
      cactus products include:





§
            Super
                micro cactus dry powder;


§
            Cactus
                prescribed liquid;


§
            Cactus
                anti-inflammation tablets;


§
            Cactus
                nourishment tablets; and


§
            Cactus
                weight-loss products.





***Market***





With
      the
      drastic increase of personal income and living standards in China, consumers
      are
      becoming increasingly health conscious. It has also become a worldwide trend
      for
      people to choose natural, ecologically friendly and nutritional food products
      over other food products.





The
      Chinese health food industry started in the 1980’s, with over a thousand
      different types of health food and manufacturers, and total annual sales
      reaching $250 million. By 1990, there were about 2,000 types of products, over
      2,000 manufacturers, and annual sales reaching $1.2 billion. In 1994, there
      were
      4,000 types of products, and over 3,000 manufacturers.





Since
      1998, the health food industry experienced unprecedented high growth. Sales
      of
      health food were $2.5 billion in 2001, $5 billion in 2003, and predicted to
      reach $12.5 billion by 2008.













5








Expenditure
      on health products grew at an annual rate of 17%. According to the market
      research company “Quatech China”, the size of Chinese health food market
      exceeded $4.1 billion by the end of 2000, and is currently approaching $5
      billion. By 2009, market size is expected to reach $12.4 billion.











**Characteristics
      of Chinese Health Food Market**





*1.*
            *Companies
                are small*:





Currently
      there are over 3,000 health food companies in China with total annual production
      over $6.2 billion. 1.45% of these companies have capital over $12.5 million,
      38%
      are mid-sized companies with capital between $6.2 and $12.5 million, 48.05%
      with
      capital between $12,500 and $6.2 million and the remaining 12.5% are workshop
      style companies with capital less than $12,500. These statistics show that
      the
      majority of Chinese health food manufacturers are small to mid sized companies.
      The Company has a comparative advantage in capital and scale compare to other
      health food companies.





*2.*
            *Research
                and Development (R&D) expenditures are low*:




Traditionally
        there have not been many advances in technology in the Chinese fast food
        market.
        Currently R&D expenditure only account for 5.8% ($488,404)of the total sales
        revenues.. In general, the companies lack the competitive advantage in
        technology present in the international market.


Yingxia
      has gathered strong technology resources in product R&D, and uses advanced
      processing technology in production. Yingxia has become a modern enterprise
      that
      develops high tech and high functional health food.





*3.*
            *Marketing
                focus from product sales to health consulting*:





Health
      food sales have been transitioning from simple product sale to health
      consulting. Yingxia has developed a business model in which its sales force
      will
      act as consultants to customers.





***Distribution
      Methods of the Products and Services***




The
        Company sells its products through the use of franchise stores and regional
        distribution centers. Franchise stores are categorized as flagship stores
        and
        retail outlets. Flagship stores are defined as large standalone stores located
        in larger metropolitan cities. Retail outlets are defined as smaller stores
        within department stores or shopping malls. The regional distribution centers
        are primarily used to market products in addition to generating sales.
        Demonstrations are performed and one on one explanation of the products and
        the
        usage is available on a daily basis.
  Our
        franchisees are simply individuals who sell our products. There is no franchisee
        fee or term of service associated with becoming a franchisee. These individuals
        do need to apply to become a franchisee. By reviewing their entrepreneurial
        history and track record, we grant these individuals the ability to sell
        our
        products. Therefore, we classify these individuals as franchisees as compared
        to
        simple distributors.
 
 As
        of
        December 31, 2006, the Company sold products through a total of 18 franchises
        which serve as distribution centers for the independently owned franchises,
        42
        flagship stores, and 440 retail outlets. The 482 total flagship stores and
        retail outlets are independently owned by our franchisees.  The
        Company’s distribution centers are wholly-owned by the Company and are an
        integral part of the Company’s operations. The distribution center is used as
        the physical distribution drop-off point for the company’s products to the
        company’s franchisees. The distribution centers report directly to the Company
        for instructions and guidance related to the demonstration and displays of
        products. The Company acts as a wholesale retailer and sells directly to
        both
        the distribution centers and franchise stores. However, as the franchise
        stores
        are spread out throughout the country, the distribution centers are the main
        sources for servicing and maintaining inventory for the franchise stores.
        After
        these products are purchased, the independent retailers hold title to the
        products. Therefore, the Company recognizes sales when its franchisees pay
        cash
        to acquire products.


6




***Competition***





The
      Chinese nutritional foods market was estimated to be approximately $5 billion
      dollars in the year 2003. The Company estimates that by the end of 2006, the
      market has grown by roughly $9 billion and forecasts continued growth of $12.5
      billion by 2009. The industry on a whole is fragmented and primarily consists
      of
      small to mid sized firms. With thousands of manufacturers and even more types
      of
      products, no single company controls a 10% market share for the country. Within
      provinces and cities, market shares are more concentrated, but still divided
      among numerous firms. The Company through networks and contacts developed over
      decades of doing business in the Harbin region, has gained wide acclaim and
      brand loyalty. The Company enjoys competitive advantages of operations size
      and
      manufacturing capacity. More 60% all firms in the industry are small
      workshop-type operations with total net assets of less than $5 million dollars.




While,
      only about 1.45% of the firms are comparable to the Company with net assets
      which exceed $15 million dollars. To compete in a fragmented market, the Company
      has engaged in various modes of promotion and marketing of its products. It
      has
      used mainstream media channels consisting of advertisements in newspapers,
      consumer and industry magazines, and television demonstration and information
      shows.





***Sources
      and Availability of Raw Materials***





Yingxia
      has fully taken advantage of the valuable agriculture environment of the
      Heilongjiang province, which produces 40% of the soybeans in China. The province
      has an annual soybean output of over 5 million tons. Heilongjiang has 36 million
      acres of “black soil” which enriched with nutrients and nitrogen compounds not
      found in other regions of China. The “black soil” allows for the higher quality
      harvest of millet and wheat. We
      plant
      and harvest the raw materials on our facilities. In addition, the Company also
      purchases raw materials from local farmers. Since the raw materials are bought
      from the farmers on an individual basis, there is no reliance on a single entity
      or group for the Company’s raw materials.





***Dependence
      on One or a Few Customers***





We
      do not
      depend on one or a few customers. Our customer base is a wide distribution
      of
      clients which include regional distribution centers, franchise stores, and
      sales
      agents. No single customer represents 5% or more of our revenues.





Our
      health food products have a large potential market in China, due to the large
      number of potential consumers.





The
      Company’s target consumer bases are:





*1.*
            *Patients
                of diabetic, high blood pressure, arteriosclerosis and other
                diseases*:
                in China, there are 60 million patients suffering from diabetic and
                120
                million from high blood pressure. Due to the stressful lifestyle
                and
                environmental pollution, 75% of the Chinese population is in sub-healthy
                condition (a status between healthy and unhealthy), most of whom
                are white
                collar workers.





*2.*
            *Seniors*:
                there are 300 million seniors in China, and likely to exceed 400
                million
                by 2050. 66% of these seniors, which account for 20.8% of the Chinese
                population, have one or more types of diseases. Yingxia’s products are
                anti-aging, anti-tumor, and can diminish inflammation for these seniors
                needing nutritional health food
                options.





*3.*
            *Children
                and women*:
                parents are keen on buying health food for their children to help
                increase
                their immune systems. The products are also appealing to women for
                their
                benefits during child bearing periods, as well as their cosmetic
                and
                dieting benefits.





***Development
      Strategy***





The
      Company will focus on the development of new types of nutritional heath food
      products. The Company also plans to purse product diversification by entering
      industries such as cosmetics, biomedicine, chemicals and agriculture, in order
      to diversify risks and increase returns on investment.





***Sales
      and Marketing***





We
      will
      engage in both direct and agent sales. Domestically, sales and marketing will
      focus on more developed, coastal cities where dispensable income is high; these
      areas are the Bohai region, the Yangtze River Delta region, and the Pearl River
      Delta region. We currently market our products through a network of
      approximately 500 wholly owned and franchised retail outlets. Approximately
      440
      stores are owned by franchisees.





7


Internationally,
      we will strive first to enter less restricted trading countries such as
      Southeast Asia, Russia, and the Middle East. We will then enter European Union,
      North America, Japan, and Korea after obtaining trading
      permissions.





We
      will
      strive to promote our products and brand image, through television and radio
      advertising, co-sponsoring health food conferences, and hosting a health seminar
      on television. We also plan to develop E-commerce as soon as possible to quickly
      respond to customer demand on the web.





***Patents,
      trademarks, licenses, franchises, concessions, royalty agreements, or labor
      contracts.***





We
      have
      the following patent and trademark registrations, and copyrights, for our
      products:





§
            Patent
                on the manufacturing method for general nutritional supplements:


Chinese
      patent no.: ZL 01113870.X.


Granted
      August 4, 2004; good for 20 years





§
            Patent
                for cactus based nutritional drinks:


Chinese
      patent no.: ZL 01113871.8


Granted
      6/2/04; good for 20 years





§
            Patent
                on the manufacturing method for weight loss supplements:


Chinese
      patent no.: ZL01113869.6


Granted
      11/3/04: good for 20 years





§
            Trademarks
                on China Yingxia including logos and use of name.





§
            Copyrights
                on product brand names.





***Need
      for Government Approval of Principal Products or
      Services***





Since
      the
      Company’s products are marketed as nutritional supplements sold as foods and not
      medicines, the government regulation is minimal towards the approval to market
      and sell the products. The Company sells some of its products including the
      Longgu millet and soybean based products under the “Green Food” label. This
      label is approved by the State Farming Department to represent products of
      low
      pesticide residue and integrated pest management systems. The “Green Food” label
      is a distinction recognizing the Company’s products. The label is not required
      to gain approval to manufacture or sell the products.





***Effect
      of Existing or Probable Government Regulations on
      Business***





The
      Company does not foresee any government regulation to interfere or affect the
      course of operations in the near and immediate future.




***Research
        and Development***


The
        Company has internal research and development capabilities. The Company
        developed the Cactus dry powder and deep process technology, Longgu golden
        rice
        and deep process technology, and MT corn, fruit and vegetable functional
        food
        processing technology. The Company owns all of the intellectual property
        rights.


The
      Company also partners with Australian KING International Co., Ltd, which owns
      a
      patent in a leading soybean deep processing technology. The Company maintains
      close cooperative relationship with research resource at such institutions
      as
      Northeastern Agricultural University, Harbin Medical University, Heilongjiang
      Traditional Chinese Medicine and Pharmacology University. The Company will
      continue to leverage its technology advantage in Chinese medicine R&D and
      its research resource at its Post Doctorial Station, increase technology
      investment, and develop functional health food products with the concept of
      “Food and medicine from common source”, and will protect its R&D results
      with registered patents.





8


Notwithstanding
      the aforesaid, the Company has spent $488,404 and $0 on R&D expenditures for
      the years ended December 31, 2006 and 2005 respectively.




***Cost
      and Effects of Compliance with Environmental Laws***





Through
      the course of its operating history, the Company has complied with all
      environmental regulations. These laws on a whole do not have a material effect
      on the Company’s operations.




**Employees**





As
      of
      December 31, 2006, we had 180 employees, 8 of which are officers, and 24 of
      which are in scientific research.




**Item
        2. **Description
        of Property.****
  The
          Company’s wholly owned facilities include office space, store fronts, storage
          areas, manufacturing space, and workshops totaling 54,600 square meters
          located in
          Harbin, Heilongjiang province of North China. For manufacturing purposes,
          there
          is 16,300 square meters of space which include workshops dedicated to soybean
          process, millet process and cactus process, and other facilities. Our facilities
          have the capacity to manufacture 60,000 tons of soybean, 90,000 tons of
          millet,
          and 1,500 tons of cactus powder annually.


**Item
        3.** **Legal
        Proceedings.**


Neither
      the Company nor any of its subsidiaries is a party to any pending or threatened
      legal proceedings.




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




There
      were no matters submitted to a vote of security holders in the fourth quarter
      of
      the fiscal year ended December 31, 2006.




**PART
      II**




Item
      5. **Market
      for Common Equity and Related Stockholder
      Matters.**






**Market
      Information**





Our
      Common Stock is currently quoted on the OTCBB under the symbol “CYXI”. There is
      a limited trading market for our Common Stock. The following table sets forth
      the range of high and low bid quotations for each quarter within the last two
      fiscal years and the subsequent interim period. These quotations as reported by
      the OTCBB reflect inter-dealer prices without retail mark-up, mark-down, or
      commissions and may not necessarily represent actual transactions.




**Closing
                Bid****YEAR
                2005**
            **High
                Bid**
            **Low
                Bid**1stQuarter Ended March 31
            $0.053
            $0.0212ndQuarter Ended June 30
            $0.044
            $0.0103rdQuarter Ended September 30
            $0.1125
            $0.0214thQuarter Ended December 31
            $0.075
            $0.035**YEAR
                2006**
            **High
                Bid**
            **Low
                Bid**1stQuarter Ended March 31
            $0.090
            $0.0362ndQuarter Ended June 30
            $0.095
            $0.0503rdQuarter Ended September 30
            $2.020
            $0.0614thQuarter Ended December 31
            $2.000
            $1.020**YEAR
                2007**
            **High
                Bid**
            **Low
                Bid**Period
                Ended March 9
            $2.150
            $1.740






9





**Holders**




As
          of
          March 30, 2007 in accordance with our transfer agent records, we had 235
          record
          holders of our Common Stock, holding 33,608,857 shares.
  **Dividends**





Holders
      of our common stock are entitled to receive dividends if, as and when declared
      by the Board of Directors out of funds legally available therefore. We have
      never declared or paid any dividends on our common stock. We intend to retain
      any future earnings for use in the operation and expansion of our business.
      Consequently, we do not anticipate paying any cash dividends on our common
      stock
      to our stockholders for the foreseeable future.


As
        the
        Company has already obtained its Wholly Foreign Owned Entity (WOFE) certificate,
        it is not regulated by the government restrictions related to the free movement
        of the Chinese currency.  Therefore, the Company is not restricted in
        moving funds out of China to pay dividends. However, as the Company foresees
        using future earnings for working capital and expansion of its business,
        it does
        not anticipate the payment of cash dividends in the near future.


**Recent
      Sales of Unregistered Securities**





Except
      as
      previously disclosed in our quarterly reports on Form 10-QSB and current reports
      on Form 8-K, we did not sell or issue any shares of stock during the fourth
      quarter of 2006.





**Equity
      Compensation Plan Information**


None .





**Item
                6.**
            **Management’s
                Discussion and Analysis or Plan of
                Operations.**





*The
      following discussion should be read in conjunction with the Consolidated
      Financial Statements and Notes thereto appearing elsewhere in this Form 10-KSB.
      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**





***For
      the Fiscal Year Ended December 31, 2006 as Compared to the Fiscal Year Ended
      December 31, 2005***





The
      following table sets forth the amounts and the percentage relationship to
      revenues of certain items in our consolidated statements of income for the
      years
      ended December 31, 2006 and 2005:




10





**2006**
            
            **2005**Revenues
            
            $
            8,401,711
            
            $
            6,184,469Cost
                of Goods Sold
            
            
            3,835,017
            
            
            3,002,989Gross
                Profit
            
            
            4,566,694
            
            
            3,181,480Operating
                ExpensesSelling,
                general and administrative
            
            
            1,739,221
            
            
            422,318Research
                & Development
            
            
            488,404Income
                before other Income and (Expenses)
            
            
            2,339,069
            
            
            2,759,162Other
                Income and (Expenses)Economic
                development grant
            
            
            -
            
            
            24,413Interest
                income
            
            
            431
            
            
            316Other
                income
            
            
            138
            
            
            122Interest
                expense
            
            
            -
            
            
            (4,754
            )Other
                expense
            
            
            (176
            )
            
            (45,407
            )Total
                other income and (expenses)
            
            
            393
            
            
            (25,310
            )Income
                Before Income Taxes (Benefit)
            
            
            2,339,462
            
            
            2,733,852Provision
                for Income Taxes (Benefit)
            
            
            (3,000,795
            )
            
            893,907Net
                Income
            
            
            5,340,257
            
            
            1,839,945Other
                Comprehensive Income:Foreign
                currency translation adjustment
            
            
            568,889
            
            
            357,365Comprehensive
                Income
            
            $
            5,909,146
            
            $
            2,197,310





**Revenues**





Revenues
      for the year ended 2006 were $8,401,711, an increase of 35.85% or $2,217,242
      over revenues for the year ended 2005. The increase in revenues is primarily
      due
      to the introduction of the following new products: organic rice products, Nestle
      products, and assorted personal care products. 56% of increase in revenue stems
      from the nutritional foods including the organic rice products and the mix
      of
      Nestle products including chocolate, coffee, and instant cereal meals. The
      remaining 44% of revenue increase is attributed to our personal care products
      including air and water purifiers, and shower heads. In total, the total number
      of products we sell through our wholly owned retail outlets and franchisee
      owned
      outlets increased from 82 in 2005 to 186 in 2006.





**Cost
      of Goods Sold and Gross Profit**




Cost
        of goods
        sold was $3,835,017 for the year ended December 31, 2006, compared to $3,002,989
        for the year ended December 31, 2005. As a percentage of revenues, cost of
        goods
        sold was 45.65% for the year ended December 31, 2006, compared to 48.56%
        for the
        year ended December 31, 2005. We were able to lower cost of goods sold as
        a
        percentage of revenues as a result of our introduction of a new mix of products
        with lower costs of associated with the raw materials and cost of
        production.
  Our
        gross
        profit for the year ended December 31, 2006 was $4,566,694, as compared to
        $3,181,480 for the same period in 2005. Gross margins increased to 54.35%
        in
        2006 compared to 51.44% in 2005 as a result of the increase in new products.
        Despite strategically discounting the prices of new products to our franchisees
        in an effort to gain consumer recognition, we were able to recognize a
        $1,385,214 increase or 2.91% increase year on year in gross profit. This
        is
        significant to the Company and is wholly attributable to the higher margins
        of
        our new product mix.
  **Selling
        and General Administrative Expenses, and R&D**
 
 Selling
          and
          general administrative expenses increased from $422,318 in the year ended
          December 31, 2005 to $1,739,221 in the year of 2006, representing a 311.82%
          increase. We incurred a one-time expense of $850,000 in going public through
          a
          reverse merger in 2006. Excluding this one-time expense, our operational
          selling
          and general administrative expenses totaled $889,221or an increase $466,903or
          110.55% year on year. This increase in selling and general administrative
          is
          attributed to our increase in sales of 35.85% year on year. In addition,
          with
          the introduction of the new product mix, we started a marketing campaign
          focused
          heavily on media advertising which in turn resulted in higher advertising
          costs.
          Lastly, research and development expenses totaled $488,404. This ramp up
          in
          R&D expenditures is a necessary step in securing the future of our
          internally developed products.




**Other
      Comprehensive Income**





Other
      Comprehensive income increased to $568,889, or 59.19% in the year ended December
      31, 2006 compared to the year ended December 31, 2005 of $357,365. This increase
      is completely due to the foreign currency translation adjustment.





**Income
      Taxes**





The
      Company is governed by the Income Tax Law of the People’s Republic of China
      concerning the private-run enterprises, which are generally subject to tax
      at a
      statutory rate of 33% (30% state income tax plus 3% local income tax) on income
      reported in the statutory financial statements after appropriated tax
      adjustments. In 2006, the Company has obtained its foreign-owned entity (“WOFE”)
      status upon completion of the reverse acquisition.





11


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 WOFE 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.





The
      Company has recognized the previously accrued income taxes in the amount of
      $3,000,795 as income tax benefits in the Statement of Income for the year ended
      December 31, 2006.





**Earnings
      Before Interest, Taxes, Depreciation and Amortization
      (EBITDA)**


Our
        EBITDA
        for the year ended December 31, 2006 totaled $2,339,462, a decrease of 14.43%
        from $2,733,852 for the year ended December 31, 2005. The decrease is primarily
        due to one time $850,000 going public expense as part of our general and
        administrative expenses. Excluding the costs associated with going public,
        EBITDA for the year ended December 31, 2006 totaled $3,189,069, representing
        a
        15.58% increase compared to the year ended December 31, 2005. This increase
        is
        relatively lower compared to our 35.85% increase in revenues to the heavy
        discounting of new products in an effort to gain market awareness and
        acceptance. In addition, our R&D expenses increased to $488,404 compared to
        $0 in 2005. Although this R&D expense lowered our EBITDA, it has set the
        foundation for securing the Company's internal product development.




**Net
        Income**





Our
      net
      income for the year ended December 31, 2006 totaled $5,340,257, an increase
      of
      190.24% from $1,839,945 for the year ended December 31, 2005. The increase
      is
      primarily due to the income tax benefit we received as a result of achieving
      WOFE status. The tax benefit represented $3,000,795 or 53.52% of our total
      net
      income.





**Liquidity
      and Capital Resources**





**Cash**





Our
      cash
      and cash equivalents balance at December 31, 2006, was $77,867, representing
      an increase
      of $42,964, or 123%, compared with our cash balance of $ 34,903 at December
      31,
      2005. The increase was mainly attributable to the increase in our collection
      of
      account receivables and other receivables.





**Cash
      Flow 2006 Compared to 2005**





Cash
      flows
      from operations during 2006 amounted to $8,424,577representing an increase
      of
      approximately 217.81% compared with cash flows from operations of $2,650,824
      in
      2005. The increased cash flow was due primarily to the increase of our net
      income by 190.24%, to $5,340,257 in the year of 2006, compared with net income
      of $1,839,945 in the year of 2005. The increased cash flow was also due in
      part
      to a decrease in advances to suppliers by $3,510,157 during 2006, due to our
      better control over payment to our suppliers. These increases were partly offset
      by a decrease in our accounts payable of $150,335 and increases in our
      inventories of $929,194 during 2006, which resulted from our expanded scale
      of
      operations, which required support of increased sales and production activities
      and additional demands on working capital.





Our
      cash
      flows used in investing activities amounted to $8,800,779 in the year ended
      December 31, 2006. We used $1,937,126 for the purchase of plant and equipment
      including our soybean-based foods manufacturing facility. Compared to 2005,
      our
      cash flows used in investing activities increased by $7,635,519, which is
      attributed primarily to the purchase of property and equipment and the
      construction in process which totaled $5,736,099.





Our
      cash
      flows from financing activities amounted to $210,652 in the year of 2006
      compared to $1,761,209 in 2005. Our sole financing activity was paying off
      a
      note payable in the amount of $210,652 as compared to 2005 when we paid out
      dividends to shareholders in the amount of $1,780,010.





**Working
      Capital**





Our
      working
      capital increased by $3,582,493 or 1020.85% to $1,568,573 at December 31, 2006,
      as compared to $350,934 at December 31, 2005, primarily due to our decrease
      of
      taxes payable in the amount of $2,934,115 as a result of obtaining our
      foreign-owned entity (“WOFE”)status upon completion of the reverse merger
      acquisition and $2,764,599 in loans to related parties. 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. As of the date of this report, $922,592 has been
      collected and the remaining balance is expected to be fully repaid by the
      end of the second quarter of 2007.





12


We
      currently
      generate our cash flow through operations. We believe that our cash flow
      generated from operations will be sufficient to sustain operations for at least
      the next twelve months.





**Currency
      Exchange Fluctuations**




All
      of
      Company's revenues and majority of the expenses in 2006 were denominated
      primarily in Renminbi ("RMB"), the currency of China, and was converted into
      US
      dollars at the exchange rate of 7.944 to 1. In the third quarter of 2005, the
      Renminbi began to rise against the US dollar. As a result of the appreciation
      of
      RMB we recognized a foreign currency translation gain of $568,889. There could
      be no assurance that RMB-to-U.S. dollar exchange rates will remain stable.
      A
      devaluation of RMB relative to the U.S. dollar would adversely affect our
      business, financial condition and results of operations. We do not engage in
      currency hedging.




**Contractual
      and Other Obligations**





The
      Company has no long-term liabilities, or purchase commitments, operating leases,
      or other capital commitments as of December 31, 2006.





**Critical
      Accounting Policies**





***Estimates
      Affecting Accounts Receivable and Inventories***





The
      preparation of our consolidated financial statements requires management to
      make
      estimates and assumptions that affect our reporting of assets and liabilities
      (and contingent assets and liabilities). These estimates are particularly
      significant where they affect the reported net realizable value of the Company's
      accounts receivable and inventories.





**Accounts
      Receivables**





Accounts
      receivables are stated at net realizable value. This value includes an
      appropriate allowance for estimated uncollectible accounts. The allowance is
      calculated based upon the evaluation and the level of past due accounts and
      the
      relationship with and the economic status of the customers. An allowance for
      doubtful accounts has been established in the amounts of $199,971 for the year
      ended December 31, 2006.





**Inventories**




***Policy
      Affecting Recognition of Revenue***





Among
      the
      most important accounting policies affecting our consolidated financial
      statements is our policy of recognizing revenue in accordance with the SEC's
      Staff Accounting Bulletin ("SAB") No. 104. Under this policy, The Company
      recognizes revenue on product sales when products are delivered and the title
      passes to the customers and collection is reasonably assured.





**Off-Balance
      Sheet Arrangements**





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




**Item
        7. **Financial
        Statements.****


Our
      financial statements begin on page F-1 below.







13




**CHINA
          YINGXIA INTERNATIONAL, INC.**
 **(FORMERLY
          AGRONIX, INC.)**
 
 **FINANCIAL
          STATEMENTS**
  **DECEMBER
            31, 2006** **AND 2005**
 
 
  
   
 
 **CHINA
          YINGXIA INTERNATIONAL, INC.**
 **(FORMERLY
          AGRONIX, INC.)**
 
 **INDEX
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 
 Report
                      of Independent Registered Public Accounting Firm
                  F-1Consolidated
                      Balance Sheet at December 31, 2006
                  F-2Consolidated
                      Statements of Income for the years ended December 31, 2006
                      and
                      2005
                  F-3Consolidated
                      Statements of Changes in Stockholders’ Equity for the years ended December
                      31, 2006 and 2005
                  F-4Consolidated
                      Statements of Cash Flows for the years ended December 31, 2006
                      and
                      2005
                  F-5Notes
                      to Consolidated Financial Statements
                  F-6
                      - F-17
  
 **REPORT
            OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 
 The
            Board
            of Directors and Stockholders
 China
            Yingxia International, Inc. (Formerly Agronix, Inc.)
 Harbin,
            PRC
  We
            have
            audited the accompanying consolidated balance sheet of China Yingxia
            International, Inc., as of December 31, 2006 and the related statements
            of
            income, changes in stockholders’ equity, and cash flows for each of the two
            years ended December 31, 2006 and 2005. These consolidated financial
            statements
            are the responsibility of the Company’s management. Our responsibility is to
            express an opinion on these financial statements based on our
            audits.
 
 We
            conducted our audits in accordance with standards established by the
            Public
            Company Accounting Oversight Board (United States). Those standards require
            that
            we plan and perform the audits to obtain reasonable assurance about whether
            the
            financial statements are free of material misstatement. The Company is
            not
            required to have, nor were we engaged to perform, an audit of its internal
            control over financial reporting. Our audits included consideration of
            internal
            control over financial reporting as a basis for designing audit procedures
            that
            are appropriate in the circumstances, but not for the purpose of expressing
            an
            opinion on the effectiveness of the Company’s internal control over financial
            reporting. Accordingly, we express no such opinion. An audit includes
            examining,
            on a test basis, evidence supporting the amounts and disclosures in the
            financial statements. An audit also includes assessing the accounting
            principles
            used and significant estimates made by management, as well as evaluating
            the
            overall financial statement presentation. We believe that our audits
            provide a
            reasonable basis for our opinion.
 
 In
            our
            opinion, the consolidated financial statements referred to above present
            fairly,
            in all material respects, the financial position of China Yingxia International,
            Inc., as of December 31, 2006 and the results of its operations, changes
            in
            stockholders’ equity, and cash flows for each of the two years then ended
            December 31, 2006 and 2005 in conformity with accounting principles generally
            accepted in the United States of America.
 
 
 **Bagell
            Josephs, Levine & Company, LLC**
 
 Bagell
            Josephs, Levine & Company, LLC
 Gibbsboro,
            New Jersey
 
 
 March
            14,
            2007
 F-1
 **CHINA
              YINGXIA INTERNATIONAL INC.**
 **(FORMERLY
              AGRONIX, INC.)**
 **CONSOLIDATED
              BALANCE SHEET**
 **December
              31, 2006**
 **ASSETS**
 Current
                      assets:Cash
                      and cash equivalents
                  
                  $
                  77,867Accounts
                      receivable - net of allowance for doubtful accounts of
                      $199,971
                  
                  
                  1,315Inventory
                  
                  
                  1,112,102Prepaid
                      expenses
                  
                  
                  95,479Other
                      receivables
                  
                  
                  346,775Advances
                      to suppliers
                  
                  
                  445,254Loans
                      to related party
                  
                  
                  2,764,599Total
                      Current Assets
                  
                  
                  4,843,391Property
                      and equipment, net of accumulated depreciation of
                      $2,381,268
                  
                  
                  14,990,594Other
                      assets:Land
                      use right, net
                  
                  
                  294,079Total
                      Other Assets
                  
                  
                  294,079Total
                      Assets
                  
                  $
                  20,128,064**LIABILITIES
                      AND STOCKHOLDERS' EQUITY**Current
                      liabilities:Accounts
                      payable
                  
                  $
                  349,499Accrued
                      expenses and other payables
                  
                  
                  560,465Total
                      Current Liabilities
                  
                  
                  909,964Commitments
                      and ContingenciesStockholders'
                      Equity:Preferred
                      stock, $0.001 par value, 10,000,000 shares authorized; - 0
                      -
                      sharesoutstanding
                      at December 31, 2006
                  
                  
                  -Common
                      stock, $0.001 par value, 100,000,000 shares authorized;33,608,857
                      shares issued and outstanding at December 31, 2006
                  
                  
                  33,609Additional
                      paid-in capital
                  
                  
                  7,324,772Accumulated
                      other comprehensive income
                  
                  
                  928,708Statutory
                      reserves
                  
                  
                  901,463Retained
                      earnings-unappropriated
                  
                  
                  10,029,548Total
                      Stockholders' Equity
                  
                  
                  19,218,100Total
                      Liabilities and Stockholders' Equity
                  
                  $
                  20,128,064
  See accompanying notes to the consolidated
          financial statements.
  F-2
 **CHINA
              YINGXIA INTERNATIONAL INC.**
 **(FORMERLY
              AGRONIX, INC.)**
 **CONSOLIDATED
              STATEMENTS OF INCOME**
 **FOR
                THE YEARS ENDED DECEMBER 31,**
 
 **2006**
                  
                  
                  **2005**Revenues
                  
                  $
                  8,401,711
                  
                  
                  $
                  6,184,469Cost
                      of Goods Sold
                  
                  
                  3,835,017
                  
                  
                  
                  3,002,989Gross
                      Profit
                  
                  
                  4,566,694
                  
                  
                  
                  3,181,480Operating
                      ExpensesSelling,
                      general and administrative
                  
                  
                  1,739,221
                  
                  
                  
                  422,318Research
                      and development
                  
                  
                  488,404
                  
                  
                  
                  -Income
                      before other Income and (Expenses)
                  
                  
                  2,339,069
                  
                  
                  
                  2,759,162Other
                      Income and (Expenses)Economic
                      development grant
                  
                  
                  -
                  
                  
                  
                  24,413Interest
                      income
                  
                  
                  431
                  
                  
                  
                  316Other
                      income
                  
                  
                  138
                  
                  
                  
                  122Interest
                      expense
                  
                  
                  -
                  
                  
                  
                  (4,754
                  )Other
                      expense
                  
                  
                  (176
                  )
                  
                  
                  (45,407
                  )Total
                      other income and (expenses)
                  
                  
                  393
                  
                  
                  
                  (25,310
                  )Income
                      Before Income Taxes (Benefit)
                  
                  
                  2,339,462
                  
                  
                  
                  2,733,852Provision
                      for Income Taxes (Benefit)
                  
                  
                  (3,000,795
                  )
                  
                  
                  893,907Net
                      Income
                  
                  
                  5,340,257
                  
                  
                  
                  1,839,945Other
                      Comprehensive Income:Foreign
                      currency translation adjustment
                  
                  
                  568,889
                  
                  
                  
                  357,365Comprehensive
                      Income
                  
                  $
                  5,909,146
                  
                  
                  $
                  2,197,310Basic
                      and diluted income per common share
                  
                  $
                  0.33
                  
                  
                  $
                  0.49Weighted
                      average number of common shares
                  
                  
                  17,157,810
                  
                  
                  
                  3,735,066
  See accompanying notes to the consolidated financial
statements.
  F-3
  **CHINA
              YINGXIA INTERNATIONAL INC.**
 **(FORMERLY
              AGRONIX, INC.)**
 CONSOLIDATED
            STATEMENTS OF STOCKHOLDERS'
            EQUITY
 FOR
            THE YEARS ENDED DECEMBER 31, 2006 AND
            2005
 **Preferred
                          Stock**
                      
                      **Common
                          Stock**
                      
                      
                      
                      
                      
                      
                      
                      
                      **Accumulated**
                        **Other**
                      
                      
                      
                      **Retained****par
                          value $0.001**
                      
                      **par
                          value $.001**
                      
                      
                      **Additional**
                      
                      
                      **Comprehensive**
                      
                      
                      **Statutory**
                      
                      
                      
                      **Earnings
                          -**
                      
                      
                      **Comprehensive****Shares**
                      
                      
                      **Amount**
                      
                      **Shares**
                      
                      
                      **Amount**
                      
                      
                      **Paid-in
                          Capital**
                      
                      
                      **Income**
                      
                      
                      **Reserves**
                      
                      **Unappropriated**
                      
                      
                      **Income**
                      
                      
                      **Total**Balance,
                          January 1, 2005
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      
                      
                      1,533,783
                      
                      
                      
                      1,534
                      
                      
                      
                      
                      
                      
                      7,337,936
                      
                      
                      
                      
                      
                      
                      2,454
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      $
                      5,530,819
                      
                      
                      
                      
                      
                      $
                      12,872,743Issuance
                          of common stock
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      280,998
                      
                      
                      
                      281
                      
                      
                      
                      
                      
                      
                      (281
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      -Recapitalization
                          on reverse acquision
                      
                      
                      59,183
                      
                      
                      
                      59
                      
                      
                      
                      
                      2,201,283
                      
                      
                      
                      2,201
                      
                      
                      
                      
                      
                      
                      (2,260
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      -Additional
                          capital contributed
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      18,801
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      18,801Comprehensive
                          incomeNet
                          income
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1,839,945
                      
                      
                      
                      1,839,945
                      
                      
                      
                      1,839,945Other
                          comprehensive income, net of taxForeign
                          currency translation adjustments
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      357,365
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      357,365
                      
                      
                      
                      357,365Comprehensive
                          income
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      2,197,310Dividends
                          paid on common stock
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (1,780,010
                      )
                      
                      
                      
                      
                      
                      
                      (1,780,010
                      )Adjustment
                          to statutory reserve
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      854,152
                      
                      
                      
                      
                      (854,152
                      )
                      
                      
                      
                      
                      
                      
                      -Balance,
                          December 31, 2005
                      
                      
                      59,183
                      
                      
                      
                      59
                      
                      
                      
                      
                      4,016,064
                      
                      
                      $
                      4,016
                      
                      
                      
                      
                      
                      
                      $
                      7,354,196
                      
                      
                      
                      
                      
                      
                      $
                      359,819
                      
                      
                      
                      
                      
                      
                      $
                      854,152
                      
                      
                      
                      $
                      4,736,602
                      
                      
                      
                      
                      
                      
                      $
                      13,308,844Convervsion
                          of Preferred Stock
                      
                      
                      (59,183
                      )
                      
                      
                      (59
                      )
                      
                      
                      
                      29,592,793
                      
                      
                      
                      29,593
                      
                      
                      
                      
                      
                      
                      
                      (29,424
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      110Additional
                          capital contributed
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      -Comprehensive
                          incomeNet
                          income
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      5,340,257
                      
                      
                      
                      5,340,257
                      
                      
                      
                      5,340,257Other
                          comprehensive income, net of taxForeign
                          currency translation adjustments
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      568,889
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      568,889
                      
                      
                      
                      568,889Comprehensive
                          income
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      5,909,146Adjustment
                          to statutory reserve
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      47,311
                      
                      
                      
                      
                      (47,311
                      )
                      
                      
                      
                      
                      
                      
                      -Balance
                          December 31, 2006
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      #
                      
                      
                      33,608,857
                      
                      
                      $
                      33,609
                      
                      
                      
                      
                      
                      
                      $
                      7,324,772
                      
                      
                      
                      
                      
                      
                      $
                      928,708
                      
                      
                      
                      
                      
                      
                      $
                      901,463
                      
                      
                      
                      $
                      10,029,548
                      
                      
                      
                      
                      
                      
                      $
                      19,218,100
  See accompanying notes to the consolidated
              financial statements.
 F-4
 **CHINA
              YINGXIA INTERNATIONAL INC.**
 **(FORMERLY
              AGRONIX, INC.)**
 **CONSOLIDATED
              STATEMENTS OF CASH FLOWS**
 **FOR
              THE YEARS ENDED DECEMBER 31,**
 **2006**
                  
                  
                  
                  
                  
                  **2005**Cash
                      Flows From Operating Activities:Net
                      income
                  
                  
                  $
                  5,340,257
                  
                  
                  
                  
                  
                  $
                  1,839,945Adjustments
                      to reconcile net income to net cashprovided
                      by operating activities:Depreciation
                      and amortization
                  
                  
                  
                  542,807
                  
                  
                  
                  
                  
                  
                  317,186Changes
                      in operating assets and liabilities:Accounts
                      receivable
                  
                  
                  
                  675,403
                  
                  
                  
                  
                  
                  
                  (589,724
                  )Inventory
                  
                  
                  
                  (929,194
                  )
                  
                  
                  
                  
                  
                  1,329,731Other
                      receivable
                  
                  
                  
                  2,759,017
                  
                  
                  
                  
                  
                  
                  (276,038
                  )Advances
                      to suppliers
                  
                  
                  
                  3,510,157
                  
                  
                  
                  
                  
                  
                  (2,139,587
                  )Prepaid
                      expenses
                  
                  
                  
                  (91,457
                  )
                  
                  
                  
                  
                  
                  (4,022
                  )Accounts
                      payable
                  
                  
                  
                  (150,335
                  )
                  
                  
                  
                  
                  
                  (83,410
                  )Taxes
                      payable
                  
                  
                  
                  (2,934,115
                  )
                  
                  
                  
                  
                  
                  1,516,137Unearned
                      revenue
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  (56,185
                  )Accrued
                      expenses and other payables
                  
                  
                  (297,963
                  )
                  
                  
                  
                  
                  
                  796,791Cash
                      provided by operating activities
                  
                  
                  
                  8,424,577
                  
                  
                  
                  
                  
                  
                  2,650,824Cash
                      Flows From Investing Activities:Purchase
                      of property and equipment
                  
                  
                  
                  (1,937,126
                  )
                  
                  
                  
                  
                  
                  (508,368
                  )Purchase
                      of land use right
                  
                  
                  
                  (300,081
                  )
                  
                  
                  
                  
                  
                  -Loan
                      to related parties
                  
                  
                  
                  (2,764,599
                  )
                  
                  
                  
                  
                  
                  -Additions
                      to construction in process
                  
                  
                  
                  (3,798,973
                  )
                  
                  
                  
                  
                  
                  (656,892
                  )Cash
                      (used in) investing activities
                  
                  
                  
                  (8,800,779
                  )
                  
                  
                  
                  
                  
                  (1,165,260
                  )Cash
                      Flows From Financing ActivitiesCapital
                      contributions
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  18,801Payment
                      of note payable
                  
                  
                  
                  (210,652
                  )
                  
                  
                  
                  
                  
                  -Dividends
                      paid
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  (1,780,010
                  )Cash
                      (used in) financing activities
                  
                  
                  
                  (210,652
                  )
                  
                  
                  
                  
                  
                  (1,761,209
                  )Effect
                      of exchange rate changes on cash and cash equivalents
                  
                  
                  629,818
                  
                  
                  
                  
                  
                  
                  
                  234,632Increase
                      (Decrease) in cash and cash equivalents
                  
                  
                  42,964
                  
                  
                  
                  
                  
                  
                  
                  (41,013
                  )Cash
                      and Cash Equivalents - Beginning of year
                  
                  
                  34,903
                  
                  
                  
                  
                  
                  
                  
                  75,916Cash
                      and Cash Equivalents - Ending of year
                  
                  
                  $
                  77,867
                  
                  
                  
                  
                  
                  
                  $
                  34,903Supplemental
                      disclosures of cash flow informationDuring
                      the year, cash was paid for the following:Interest
                  
                  
                  $
                  -
                  
                  
                  
                  
                  
                  
                  $
                  4,754Taxes
                  
                  
                  $
                  -
                  
                  
                  
                  
                  
                  
                  $
                  7,150
  See accompanying notes to the consolidated financial
statements.
 F-5
 **1.
          ORGANIZATION AND DESCRIPTION OF BUSINESS**
 
 China
          Yingxia International, Inc. (the “Company” or “China Yingxia”) was incorporated
          in the State of Florida on May 6, 1996 and formerly known as Agronix, Inc.
          (“Agronix”).
  On
          May
          12, 2006, the Company entered into a share exchange agreement with Warner
          Nutraceutical International, Inc. (‘WNI”), which is the parent company to Harbin
          Yingxia Business Group Co, Ltd. ("Yingxia"). Pursuant to the share exchange
          agreement, the Company issued to WNI shareholders 54,811,475 shares of
          Common
          Stock, par value $0.001 per share, and 1,473,649.074 shares of Class A
          Preferred
          Stock, par value $0.001 per share, of which each share is convertible into
          five
          hundred (500) shares of the Company’s Common Stock. As a result of the
          transactions, there has been a change in control of the Company as the
          shareholders of WNI became the majority shareholders of the Company.
   For
          accounting purpose, the transaction has been accounted for as a reverse
          acquisition under the purchase method. Accordingly, WNI and its subsidiary
          are
          treated as the continuing entity for accounting purposes. Following the
          merger,
          Agronix filed a Certificate of Amendment and changed its name to China
          Yingxia
          International, Inc.
   On
          July
          21, 2006, the Company’s board of directors approved a reverse stock spilt on
          both common stock and preferred stock. 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 at
          ration of 1 to 500 and the preferred shares were cancelled. As of December
          31,
          2006, there are 33,608,857 shares of Common Stock outstanding and no Preferred
          Stock.
   The
          Company operates its business through its wholly-owned subsidiary Harbin
          Yingxia
          Business Group, Ltd. (" Harbin Yingxia"), a joint stock corporation organized
          and existing under the laws of the People's Republic of China (“PRC”) in 1998.
          Harbin Yingxia is engaged in the development, manufacture and distribution
          of
          organic nutritional food products and dietary supplements. Relying on the
          raw
          materials produced in the soybean production base, green cactus production
          base
          and organic millet production base, Yingxia produces and distributes hundreds
          of
          serial products of high quality, high nutrition, and high added
          value.
   F-6
 
 **CHINA
          YINGXIA INTERNATIONAL INC.**
 **(FORMERLY
          AGRONIX, INC.)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMER
          31, 2006**
 
  
   **2.
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
  **Basis
          of presentation**
  The
              Company’s consolidated financial statements have been prepared in accordance
              with generally accepted accounting principles in the United States
              of America
              (“US GAAP”). This basis of accounting differs in certain material respects from
              that used for the preparation of the books of account of the Company’s principal
              subsidiary, which are prepared in accordance with the accounting principles
              and
              the relevant financial regulations applicable to enterprises with limited
              liabilities established in the PRC, the accounting standards used in
              the places
              of their domicile.  The accompanying consolidated financial statements
              reflect necessary adjustments not recorded in the books of account
              of the
              Company’s subsidiary to present them in conformity with US
              GAAP.
  The
          acquisition of WNI on May 12, 2006 has been accounted for as a purchase
          and
          treated as a reverse acquisition which was described in Note 1 - Organization
          and description of business.
  **Principles
          of consolidation**
 
 The
          consolidated financial statements of China Yingxia International, Inc.
          include
          the accounts of the Company and its wholly owned subsidiaries, WNI and
          Harbin
          Yingxia. All significant inter-company balances and transactions are eliminated
          in consolidation.
 
 **Use
          of estimates**
 
 In
          preparing the financial statements in conformity with accounting principles
          generally accepted in the United States of America, management makes estimates
          and assumptions that affect the reported amounts of assets and liabilities
          and
          disclosures of contingent assets and liabilities at the dates of the financial
          statements, as well as the reported amounts of revenues and expenses during
          the
          reporting year. Significant estimates, required by management, include
          the
          recoverability of long-lived assets and the valuation of inventories. Actual
          results could differ from those estimates.
 
 **Cash
          and cash equivalents**
 
 For
          purposes of the statement of cash flow, the Company considers all highly
          liquid
          investments with an original maturity of three months or less to be cash
          equivalents.
 
 F-7
 
 **CHINA
          YINGXIA INTERNATIONAL INC.**
 **(FORMERLY
          AGRONIX, INC.)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
 **DECEMER
          31, 2006**
 
 
 **2.
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
 
 **Accounts
          Receivables**
  Accounts
              receivables are stated at net realizable value. This value includes
              an
              appropriate allowance for estimated uncollectible accounts. The allowance
              is
              calculated based upon the evaluation and the level of past due accounts
              and the
              relationship with and the economic status of the customers.  An
              allowance for doubtful accounts has been established in the amount
              of $191,971
              for the year ended December 31, 2006. The Company does not maintain
              a large
              balance of accounts receivable due to the nature of its business, and
              the
              collections on the Company’s accounts receivable has been generally good. Except
              for the above reserved allowance, the Company has not encountered any
              uncollected accounts receivable.
  **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.
  **Land
          use right**
  Right
          to
          use land is stated at cost less accumulated amortization. Amortization
          is
          provided using the straight-line method over 50 years. The amortization
          expense
          for the year ended December 31, 2006 was $6,002.
 
 **Property
          and equipment**
 
 Property
          and equipment are stated at cost, net of accumulated depreciation. The
          cost of
          the Cactus Seedlings is based on the appraised cost evaluated by an independent
          appraisal firm in accordance with the applicable laws and regulations concerning
          the property evaluation in the People’s Republic of China. Maintenance and
          repairs are charged to expense as incurred.
 
 Depreciation
          is computed using the straight-line method over the estimated useful lives
          of
          5-10 years. The depreciable life for the Cactus Seedlings is estimated
          to be 10
          years.
 
 **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 for the
          years
          ended December 31, 2006.
 
 F-8
 
 **CHINA
          YINGXIA INTERNATIONAL INC.**
 **(FORMERLY
          AGRONIX, INC.)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
 **DECEMER
          31, 2006**
 
 
 **2.
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
  **Impairment
          of long-lived assets**
   Long-lived
          assets, which include property, plant and equipment and intangible assets,
          are
          reviewed for impairment whenever events or changes in circumstances indicate
          that the carrying amount of an asset may not be recoverable.
   Recoverability
          of long-lived assets to be held and used is measured by a comparison of
          the
          carrying amount of an asset to the estimated undiscounted future cash flows
          expected to be generated by the asset. If the carrying amount of an asset
          exceeds its estimated undiscounted future cash flows, an impairment charge
          is
          recognized by the amount by which the carrying amount of the asset exceeds
          the
          fair value of the assets. Fair value is generally determined using the
          asset’s
          expected future discounted cash flows or market value, if readily determinable.
  **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.
 
 The
          Company does not have any long-term deferred tax assets or liabilities
          in China
          that will exist once the tax holiday (See Note 8) expires. The Company
          does not
          have any significant deferred tax asset or liabilities that relate to tax
          jurisdictions not covered by the tax holiday.
 
 **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.
   **Cost
          of Revenues**
   Cost
          of
          revenues consists primarily of material costs, employee compensation,
          depreciation and related expenses, which are directly attributable to the
          production of products.  Write-down of inventory to lower of cost or market
          is also recorded in cost of revenues
   F-9
 
 
 **CHINA
          YINGXIA INTERNATIONAL INC.**
 **(FORMERLY
          AGRONIX, INC.)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
 **DECEMER
          31, 2006**
 
 
 **2.
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
 
 **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 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.
 
 **Fair
          value of financial instruments**
 
 The
          carrying amounts of certain financial instruments, including cash and cash
          equivalents, accounts receivable, other receivables, accounts payable,
          accrued
          expenses, taxes payable, notes payable and other loans payable approximate
          fair
          value due to the short-term nature of these items. The carrying amounts
          of bank
          borrowings approximate the fair value based on the Company's expected borrowing
          rate for debt with similar remaining maturities and comparable
          risk.
 
 **Foreign
          currency translation**
  The
          Company’s functional currency is the Renminbi (“RMB”). For
          financial reporting purposes, RMB has been translated into United States
          dollars
          ("USD") as the reporting currency. Assets and liabilities are translated
          at the
          exchange rate in effect at the balance sheet date. Revenues and expenses
          are
          translated at the average rate of exchange prevailing 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 transactions are included in accumulated other comprehensive
          income. There is no significant fluctuation in exchange rate for the conversion
          of RMB to USD after the balance sheet date.
 **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.
  **Start-up
            Costs**
  In
            accordance with the American Institute of Certified Public Accountants
            Statement
            of Position 98-5, “Reporting on the Costs of Start-up Activities”, the Company
            expenses all costs incurred in connection with the start-up and organization
            of
            the Company.
  
 F-10
  **CHINA
          YINGXIA INTERNATIONAL INC.**
 **(FORMERLY
          AGRONIX, INC.)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
 **DECEMER
          31, 2006**
 
 
 **2.
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
 
 **Earnings
          per share**
 
 Basic
          earnings per share are computed by dividing income available to common
          shareholders by the weighted-average number of common shares outstanding
          during
          the period. Diluted earnings per share is computed similar to basic earnings
          per
          share except that the denominator is increased to include the number of
          additional common shares that would have been outstanding if the potential
          common shares had been issued and if the additional common shares were
          dilutive.
          There are no common stock equivalents available for dilution purposes as
          of
          December 31, 2006.
 
 **New
          accounting pronouncements**
 
 In
          February 2006, FASB issued SFAS No. 155, “ Accounting for Certain Hybrid
          Financial Instruments ” . SFAS No. 155 amends SFAS No 133, “ Accounting for
          Derivative Instruments and Hedging Activities ” , and SFAF No. 140, “ Accounting
          for Transfers and Servicing of Financial Assets and Extinguishments of
          Liabilities ” . SFAS No. 155, permits fair value re-measurement for any hybrid
          financial instrument that contains an embedded derivative that otherwise
          would
          require bifurcation, clarifies which interest-only strips and principal-only
          strips are not subject to the requirements of SFAS No. 133, establishes
          a
          requirement to evaluate interest in securitized financial assets to identify
          interests that are freestanding derivatives or that are hybrid financial
          instruments that contain an embedded derivative requiring bifurcation,
          clarifies
          that concentrations of credit risk in the form of subordination are not
          embedded
          derivatives, and amends SFAS No. 140 to eliminate the prohibition on the
          qualifying special-purpose entity from holding a derivative financial instrument
          that pertains to a beneficial interest other than another derivative financial
          instrument. This statement is effective for all financial instruments acquired
          or issued after the beginning of the Company ’ s first fiscal year that begins
          after September 15, 2006.  Management
          believes that this statement will not have a significant impact on the
          consolidated financial statements.
  In
          March
          2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
          Assets ” ( “FAS 156 ”), which amends SFAS No. 140. FAS 156 specifically provides
          guidance addressing the recognition and measurement of separately recognized
          servicing assets and liabilities, common with mortgage securitization
          activities, and provides an approach to simplify efforts to obtain hedge
          accounting treatment. FAS 156 is effective for all separately recognized
          servicing assets and liabilities acquired or issued after the beginning
          of an
          entity ’s fiscal year that begins after September 15, 2006, with early adoption
          being permitted. This statement is effective as of the beginning of the
          Company
’ s first fiscal year that begins after September 15, 2006. Management believes
          that this statement will not have a significant impact on the consolidated
          financial statements.
  
  F-11
 
 **CHINA
            YINGXIA INTERNATIONAL INC.**
 **(FORMERLY
            AGRONIX, INC.)**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
 **DECEMER
            31, 2006**
 
   **2.
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
   In
          July
          2006, the FASB issued FIN 48, Accounting for Uncertainty in Income Taxes—an
          Interpretation of FASB Statement No. 109, which clarifies the accounting
          for
          uncertainty in tax positions. This Interpretation requires that the Company
          recognizes in its consolidated financial statements the impact of a tax
          position
          if that position is more likely than not of being sustained on audit, based
          on
          the technical merits of the position. The provisions of FIN 48 are effective
          for
          the Company on January 1, 2007, with the cumulative effect of the change
          in
          accounting principle, if any, recorded as an adjustment to opening retained
          earnings. The Company is currently evaluating the impact of adopting FIN
          48 on
          its consolidated financial statements.
   In
          September 2006, the FASB issued SFAS 157, Fair Value Measurements, which
          defines
          fair value , establishes a framework for measuring fair value in generally
          accepted accounting principles, and expands disclosures about fair value
          measurements. SFAS 157 applies under other accounting pronouncements that
          require or permit fair value measurements, where fair value is the relevant
          measurement attribute. SFAS 157 is effective for financial statements issued
          for
          fiscal years beginning after November 15, 2007, and interim periods within
          those
          fiscal years. The management of the Company is currently evaluating the
          impact
          of adopting SFAS 157 on its consolidated financial statements.
   In
          September 2006, the SEC issued SAB No. 108, which provides guidance on
          the
          process of quantifying financial statement misstatements. In SAB No. 108,
          the
          SEC staff establishes an approach that requires quantification of financial
          statement errors, under both the iron-curtain and the roll-over methods,
          based
          on the effects of the error on each of the Company’s financial statements and
          the related financial statement disclosures. SAB No.108 is generally effective
          for annual financial statements in the first fiscal year ending after November
          15, 2006. The transition provisions of SAB No. 108 permits existing public
          companies to record the cumulative effect in the first year ending after
          November 15, 2006 by recording correcting adjustments to the carrying values
          of
          assets and liabilities as of the beginning of that year with the offsetting
          adjustment recorded to the opening balance of retained earnings. Management
          does
          not expect that the adoption of SAB No.108 would have a material effect
          on the
          Company’s consolidated financial statements.
  **3.
          INVENTORY**
 Packing
                      Materials
                  
                  $
                  97,910Finished
                      Goods
                  
                  
                  1,014,192Total
                  
                  $
                  1,112,102
 
  No
          allowance for inventory was made for the year ended December 31,
          2006.
 
 F-12
 
 **CHINA
          YINGXIA INTERNATIONAL INC.**
 **(FORMERLY
          AGRONIX, INC.)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
 **DECEMER
          31, 2006**
 
 
 **4.
          PROPERTY, PLANT AND EQUIPMENT, NET**
 
 Property,
          plant and equipment consist of the following at December 31, 2006:
 
 Machinery
                      & Equipment
                  
                  $
                  2,408,497Automobiles
                  
                  
                  316,046Cactus
                      Seedlings
                  
                  
                  6,135,956Sub
                      total
                  
                  
                  8,860,499Less:
                      Accumulated Depreciation
                  
                  
                  (2,381,268
                  )Construction
                      in progress
                  
                  
                  8,511,363Total
                      property, plant & Equipment, net
                  
                  $
                  14,990,594
 
 Depreciation
          expense for the years ended December 31, 2006 and 2005 was $ 536,805 and
          $312,432, respectively
 The
            capitalized costs of the cactus seedlings include the costs paid for
            the cactus
            seeds, costs of land preparation and costs of setting up the greenhouse
            including the materials and labor. Once the seedlings start producing,
            maintenance costs, depreciation of the plants, and allocatd overhead
            costs such
            as the heating costs for the greenhouse,  are charged to costs of the
            goods sold once incurred.
 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. For the years ended December
          31, 2006
          the costs involved with construction in progress amounted to $8,511,363.
 
 **5.
          OTHER RECEIVABLES**
 
 Other
          receivables represent cash advances to employees and sales representatives
          for
          normal business purposes. Other receivables, net of an allowance of $271,607,
          for the year ended December 31, 2006 were $346,775.
 
 **6.
          RELATED PARTY LOANS**
  As
            of
            December 31, 2006, the Company has loans receivable from related parties
            in the
            amount of $ 2,764,599. 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. As
            of the date of this report, $922,592 has been collected and the remaining
            balance is expected to be fully repaid by the end of the second quarter
            of 2007.
            No allowance is considered necessary at this time.
 F-13
  **CHINA
          YINGXIA INTERNATIONAL INC.**
 **(FORMERLY
          AGRONIX, INC.)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
 **DECEMER
          31, 2006**
 
 
 **7.
          LAND USE RIGHT**
 
 All
          land
          in the People’s Republic of China is government owned and can not be sold to any
          individual or company. However, the government grants the user a “land use
          right” (the Right) to use the land. The Company acquired land use rights during
          2005 for the amount of $300,081 but did not receive the land use certificate
          until 2006. The Company has the right to use the land for 50 years and
          amortized
          the Right on a straight line basis of the 50 years.
  Amortization
            expense for the years ended December 31, 2006 and 2005 was $6,002 and
            - 0 -,
            respectively.
 **8.
          INCOME TAXES**
 
 The
          Company is governed by the Income Tax Law of the People’s Republic of China
          concerning the private-run enterprises, which are generally subject to
          tax at a
          statutory rate of 33% (30% state income tax plus 3% local income tax) on
          income
          reported in the statutory financial statements after appropriated tax
          adjustments. In 2006, the Company has obtained its foreign-owned entity
          (“WOFE”)
          status upon completion of the reverse acquisition.
 
 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 WOFE 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.
  The
              estimated tax savings due to the tax holidays for the year ended December
              31,
              2006 and 2005 amounted to $772,022 and $893,907. Te net effect on earnings
              per
              share had the income tax applied would decrease earnings per share
              from $0.33 to
              $0.27 in 2006 and $0.73to $0.49 in 2005.
  The
          Company has recognized the previously accrued income taxes in the amount
          of
          $3,000,795 as income tax benefits in the Statement of Income for the year
          ended
          December 31, 2006.
 
 The
          following table reconciles the U.S. statutory rates to the Company’s effective
          tax rate for the year ended December 31, 2006:
  U.S.
                      Statutory rates
                  
                  
                  34
                  %Foreign
                      income not recognized in USA
                  
                  
                  (34
                  %)China
                      income taxes
                  
                  
                  -
                      0 -Income
                      tax benefit recognized
                  
                  
                  (3,000,795
                  )Total
                      income taxes provision (benefit)
                  
                  $
                  (3,000,795
                  )
    F-14
  **CHINA
          YINGXIA INTERNATIONAL INC.**
 **(FORMERLY
          AGRONIX, INC.)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
 **DECEMER
          31, 2006**
 
 
 **9.
          STATUTORY RESERVES**
 
 Pursuant
          to the laws of People’s Republic of China, the Company is required to maintain
          certain statutory reserves by appropriating from its after-tax profit before
          declaration or payment of dividends. The statutory reserves include surplus
          reserve fund, common welfare fund and the enterprise fund. These statutory
          reserves represent restricted retained earnings.
 
 **Surplus
          reserve fund**
 
 The
          Company is generally required to transfer 10% of its net income, as determined
          under PRC accounting rules and regulations, to a statutory surplus reserve
          fund
          until such reserve balance reaches 50% of the Company’s registered capital.
          However, the laws exclude the companies owned by foreign entities. The
          Company’s
          operating subsidiary, Harbin Yingxia, became a foreign owned entity in
          2006 upon
          acquisition by the Company. Therefore, it is exempted from making any more
          mandatory reserves. It is at the management’s discretion whether to make any
          additional reserves. For the year ended December 31, 2006, the Company
          elected
          to make $31,540 to this reserve.
 
 The
          surplus reserve fund is non-distributable other than during liquidation
          and can
          be used to fund previous years ’ losses, if any, and may be utilized for
          business expansion or converted into share capital by issuing new shares
          to
          existing shareholders in proportion to their shareholding or by increasing
          the
          par value of the shares currently held by them, provided that the remaining
          reserve balance after such issue is not less than 25% of the registered
          capital.
 
 **Common
          welfare fund**
 
 The
          Company is required to transfer 5% to 10% of its net income, as determined
          in
          accordance with the PRC accounting rules and regulations, to the statutory
          common welfare fund. Making any additional common welfare reserve becomes
          voluntary for the Company because its foreign entity status. For the year
          ended
          December 31, 2006, the Company elected to make $15,770 to this reserve.
 
 This
          fund
          can only be utilized on capital items for the collective benefit of the
          Company
’ s employees, such as construction of dormitories, cafeteria facilities,
          and
          other staff welfare facilities. This fund is non-distributable other than
          upon
          liquidation.
 
 **Enterprise
          fund**
 
 The
          enterprise fund may be used to acquire fixed assets or to increase the
          working
          capital to expend on production and operation of the business. No minimum
          contribution is required and the company did not make any contribution
          to this
          fund during 2006.
 
 F-15
 
 **CHINA
          YINGXIA INTERNATIONAL INC.**
 **(FORMERLY
          AGRONIX, INC.)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
 **DECEMER
          31, 2006**
 
 
 **9.
          STATUTORY RESERVES (Continued)**
 
 The
          following represents the accumulated balances of the appropriations as
          of
          December 31, 2006:
  Surplus
                      Reserve
                  
                  $
                  600,975Common
                      Welfare Reserve
                  
                  
                  300,488Total
                  
                  $
                  901,463
 **10.**  **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 December 31, 2006, there are 33,608,857 shares of common
          stock
          outstanding and no preferred stock. There were no other shares issued in
          2006.
   **11.
          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.
    F-16
 **CHINA
          YINGXIA INTERNATIONAL INC.**
 **(FORMERLY
          AGRONIX, INC.)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
 **DECEMER
          31, 2006**
 
 
 **11.
          COMMITMENTS AND CONTINGENCIES (Continued)**
 
 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.
 
 **12.
          SUBSEQUENT EVENTS**
 
 On
          February 3, 2007, the Company entered into an exclusive agreement with
          Chinese
          Agricultural Academy of Science (“CAAS”) to develop a new variety of rice grains
          with low glucose aimed to help people with diabetes. CAAS agrees to transfer
          its
          patented know-how to the Company for approximately $640,000 and to work
          with the
          Company to select suitable places for planting and to provide technical
          assistances. The project is currently in progress as planned.


F-17




**Item
        8.** **Changes
        In and Disagreements With Accountants on Accounting and Financial
        Disclosure.**




As
      reported in our Form 8-K filed May 19, 2006, effective as of May 19, 2006,
      we
      dismissed Dale Matheson Carr-Hilton LaBonte (“DMCL”) as our independent
      registered public accounting firm, and engaged Josephs, Levine & Company,
      LLC (“BJL”) as our new independent registered public accounting firm. The change
      in independent registered public accounting firm was not the result of any
      disagreement with DMCL.


**Item
        8A. **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 December 31, 2006. Based
      on this evaluation, our principal executive officer and principal financial
      officer have concluded that our disclosure controls and procedures are effective
      to ensure that information required to be disclosed by us in the reports we
      file
      or submit under the Exchange Act is recorded, processed, summarized, and
      reported within the time periods specified in the Securities and Exchange
      Commission's rules and forms and that our disclosure and controls are designed
      to ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act is accumulated and communicated to our
      management, including our principal executive officer and principal financial
      officer, or persons performing similar functions, as appropriate to allow timely
      decisions regarding required disclosure.





**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 year ended December 31, 2006 that
      has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.


**Item
        8B. **Other
        Information.****


None.





**PART
      III**




**Item
                9.**
            **Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Act.**




The
      following table sets forth the name, age and position of each of our executive
      officers and directors as of March 30, 2007.





**Name**
            
            **Age**
            
            **Position**
            
            **Date
                Appointed Director**Yingxia
                Jiao
            
            54
            
            President,
                Chief Executive Officer, Chief Financial Officer and
                Chairman
            
            May
                12, 2006Gerald
                Montiel
            
            60
            
            Director
            
            February
                8, 2007Dr.
                Zhaobo Wang
            
            51
            
            Director
            
            February
                8, 2007





Set
      forth
      below is a brief description of the background and business experience of our
      executive officers and directors for the past five years (and, in some
      instances, for prior years).





**Yingxia
      Jiao** became
      our Chief Executive Officer, Chief Financial Officer and Director upon
      consummation of the Reverse Merger on May 12, 2006. She graduated from Harbin
      University of Chinese Medicine in 1997 and is a certified nutritionist of
      Heilongjiang province. She had many years experience in the medical field and
      hospital management before she founded the Yingxia group in 1998. She still
      serves as its President and CEO. Since October 2000, she has served as Vice
      Chairman of the Senior Welfare Foundation of Heilongjiang. Since August 2002,
      she has also served as the Vice Chairman of the Safe Food Association of
      Heilongjiang. In addition, since June 2004, she has served as the Vice Chairman
      of the Association of Corporate Management of Heilongjiang.





**Gerald
      Montiel** was
      appointed as an independent Director on February 8, 2007 and serves on the
      Nominating and Corporate Governance Committee, the Compensation Committee,
      and
      as Chairman of the Audit Committee. Mr. Montiel **** was
      the
      founder and Chairman of the Board and Chief Executive Officer of Dickie Walker
      Marine, Inc., a Nasdaq traded company, since inception in October 2000 until
      May
      of 2006, and Chief Financial Officer since inception until February 2002. In
      1987, Mr. Montiel co-founded Ashworth, Inc., a Nasdaq traded company, and served
      as its President and Chief Executive Officer from its inception until 1995,
      and
      as Chairman of the Board from its inception until his retirement from Ashworth
      in 1998. Mr. Montiel graduated from Colorado State University with a Bachelor
      of
      Arts with an emphasis in Marketing. He was recognized as its Honored Alumni
      of
      the Year in 1994.





14


**Dr.
      Zhaobo Wang** was
      appointed as an independent Director on February 8, 2007 and serves on the
      serve
      on the Nominating and Corporate Governance Committee. Dr. Wang is a
      distinguished educator with business experience. Dr. Wang has been a professor
      of Operations Management/Business Statistics of Fairleigh Dickinson University
      (FDU) since 1992. He established the Chinese American Business Institute at
      FDU
      where he serves as the first director. Dr. Wang was elected as the first ever
      Asian-American school board member of Edison Township. Dr. Wang received his
      Ph.D. in Operations Management in 1992 and MBA in Management Information Systems
      in1990 from Rutgers University.




**Term
      of Office**




Our
      directors are appointed for a one-year term to hold office until the next annual
      general meeting of our shareholders or until removed from office in accordance
      with our bylaws. Our officers are appointed by our board of directors and hold
      office until removed by the board.





**Audit
      Committee**





The
      Company has an audit committee charter. The audit committee: (i) appoints the
      Company's independent auditors and monitors the independence of the Company's
      independent auditors; (ii) reviews the Company's policies and procedures on
      maintaining its accounting records and the adequacy of its internal controls;
      (iii) reviews management's implementation of recommendations made by the
      independent auditors and internal auditors; (iv) considers and pre-approves
      the
      range of audit and non-audit services performed by independent auditors and
      fees
      for such services; and (v) reviews and votes on all transactions between the
      Company and any of its officers, directors or other affiliates.





Gerald
      Montiel serves as Chairman of the Audit Committee and is an independent
      director.





**Code
      of Ethics**





On
      May
      12, 2006 pursuant to the Reverse Merger, we adopted a new Code of Ethics that
      applies to our principal executive officer and principal financial officer.
      This
      new Code of Ethics replaces the prior Code of Ethics adopted November 12, 2003
      and is attached as Exhibit 14.1.





**Significant
      Employees**





None.





**Family
      Relationships**





No
      family
      relationships exist among our directors or executive officers.





**Involvement
      in Certain Legal Proceedings**




To
      our
      knowledge, during
      the past five years, none of our directors, executive officers, promoters,
      control persons, or nominees has been:






•
              the
                  subject of any bankruptcy petition filed by or against any business
                  of
                  which such person was a general partner or executive officer either
                  at the
                  time of the bankruptcy or within two years prior to that time;  •
              convicted
                  in a criminal proceeding or is subject to a pending criminal proceeding
                  (excluding traffic violations and other minor offenses);  •
              subject
                to any order, judgment, or decree, not subsequently reversed, suspended
                or
                vacated, of any court of competent jurisdiction, permanently or
                temporarily enjoining, barring, suspending or otherwise limiting
                his
                involvement in any type of business, securities or banking activities;
                or  •
              found
                by a court of competent jurisdiction (in a civil action), the Commission
                or the Commodity Futures Trading Commission to have violated a federal
                or
                state securities or commodities law.






15


**Compliance
      with Section 16(a) of the Exchange Act**




Section
      16(a) of the Securities Exchange Act of 1934 requires the Company's officers
      and
      directors, and persons who own more than 10 percent of a registered class of
      the
      Company's equity securities, to file reports of ownership and changes in
      ownership with the Securities and Exchange Commission (SEC). Officers,
      directors, and greater than 10 percent stockholders are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) forms they
      file.





To
      the
      Company's knowledge, based solely on a review of the copies of such reports
      furnished to the Company, all reports under Section 16(a) required to be filed
      by its officers and directors and greater than ten percent beneficial owners
      were timely filed as of the date of this filing.


**Item
        10. **Executive
        Compensation.****


**Compensation
      of Executive Officers**




The
      following summary compensation table sets forth in U.S. dollars all compensation
      awarded to, earned by, or paid to the named executive officers paid by us during
      the fiscal years ended December 31, 2006 and 2005 in all capacities for the
      accounts of our executives, including the Chief Executive Officer (CEO) and
      Chief Financial Officer (CFO):





**SUMMARY
      COMPENSATION TABLE**


**Name
                  and Principal Position**
              
              
              **Year**
              
              **Salary**
                **($)**
              
              
              **Bonus**
                **($)**
              
              
              **Stock
                  Awards**
                **($)**
              
              
              **Option
                  Awards**
                **($)**
              
              
              **Non-Equity
                  Incentive Plan Compensation ($)**
              
              
              **Non-Qualified
                  Deferred Compensation Earnings**
                **($)**
              
              
              **All
                  Other Compensation**
                **($)**
              **Totals**
                **($)**Yingxia
                  Jiao,(1)
              
              
              2006
              
              12,000
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              12,000Chief
                  Executive Officer,
              
              
              2005
              
              10,000
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              10,000Chief
                  Financial Officer,PresidentBrian
                  Hauff,(2)
              
              
              2006
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              0Chief
                Executive Officer,
              
              
              2005
              
              118,958
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              118,958Chief
                  Financial Officer,President


(1)
            Ms.
                Jiao was appointed as our President, Chief Executive Officer and
                Chief
                Financial Officer on May 12, 2006 pursuant to the Reverse Merger.
                Prior to
                the Reverse Merger, she earned $10,000 as an officer of
                Yingxia.(2)
            Mr.
                Hauff resigned asPresident,
                Chief Executive Officer and Chief Financial Officer on May 12, 2006
                pursuant to the Reverse Merger.





**Outstanding
      Equity Awards at Fiscal Year-End Table.** There
      were no individual grants of stock options to purchase our common stock made
      to
      the named executive officers in the Summary Compensation Table during the fiscal
      year ended December 31, 2006, and the subsequent period up to the date of the
      filing of this prospectus.




**Employment
      Agreements**




None
      of
      our executive officers have employment agreements.




16


**Compensation
      of Directors**




For
      the
      fiscal year ended December 31, 2006, we did not compensate our directors for
      their services.




Subsequently,
      on February 8, 2007 we entered into independent director agreements with Dr.
      Wang and Mr. Montiel which set forth their duties as an independent director
      and
      the terms of compensation. Pursuant to the terms of the agreement, the Company
      agreed to pay to Dr. Wang and Mr. Montiel a fee of $1,500 and $3,000,
      respectively, for each formal Board and Committee meeting in which the director
      participates, either in person or by teleconference and an aggregate value
      of
      $20,000 per annum in the form of restricted shares of the Company’s common
      stock, calculated based on the average closing price per share for the five
      (5)
      trading days preceding and including January 1 of such year.


**Item
        11. **Security
        Ownership of Certain Beneficial Owners and Management and Related Stockholder
        Matters.****




The
      following table sets forth certain information regarding the ownership of our
      capital stock, as of March 30, 2007, for: (i) each director; (ii) each person
      who is known to us to be the beneficial owner of more than 5% of our outstanding
      common stock; (iii) each of our executive officers named in the Summary
      Compensation Table; and (iv) all of our current executive officers and directors
      of as a group. Except as otherwise indicated in the footnotes, all information
      with respect to share ownership and voting and investment power has been
      furnished to us by the persons listed. Except as otherwise indicated in the
      footnotes, each person listed has sole voting power with respect to the shares
      shown as beneficially owned.





**Title
                of Class**
            
            **Name
                and Address of Beneficial Owner**
            
            **Amount
                and Nature of Beneficial Ownership**
            
            **Percent
                of Class****(2)**Common
                Stock
            
            Yingxia
                Jiao(1)
            
            15,848,800
            
            47.16%Common
                Stock
            
            Dr.
                Zhaobo Wang(1)
            
            --
            
            --Common
                Stock
            
            Gerald
                Montiel(1)
            
            --
            
            --Common
                Stock
            
            Lantin
                Deng(3)
            
            4,801,600
            
            14.29%Common
                Stock
            
            Fuling
                Jiao(4)
            
            2,216,000
            
            6.59%**Common
                Stock**
            
            **All
                officers and directors as a group (3 in number)**
            
            **20,650,400**
            
            **61.45%**





(1) The
      person listed is an officer and/or director of the Company and the address
      for
      each beneficial owner is Harbin Yingxia Industrial Co., Ltd, No.300, Xidazhi
      Street Nangang, Harbin Heilongjiang  F4 150001.





(2) Based on
      33,608,857 shares of Common Stock issued and outstanding as of March 30,
      2007.





(3) The
      address for this beneficial owner is Harbin Yingxia Industrial Co., Ltd, No.300,
      Xidazhi Street Nangang, Harbin Heilongjiang  F4 150001.





(4) Fuling
      Jiao is the father of Yingxia Jiao.


**Item
        12.** **Certain
        Relationships and Related Transactions.**


We
            issued
            loans totaling $793,968 to related parties, Yingxia Jiao our CEO and
            CFO
            ($352,591) and her father Fulin Jiao ($441,377). These loans have been
            fully
            repaid as of December 31, 2006.
  We
            also
            issued loans totaling $2,764,599 to affiliates, Harbin Technology Trading
            Co.,
            Ltd.($192,027), Harbin Luse Xianhe Scientific Development Co, Ltd.($256,275),
            Yingxia Franchise Stores (individually owned) ($1,121,446), Heilongjiang
            Zhonglong Medicine Group ($480,516), Other affiliates totalled ($714,335).


17
 
  **Item
        13. **Exhibits.****






**Exhibit No.**
            
            **Title
                of Document**
            
            **Location**2.1
            
            Agreement
                of Merger and Plan of Reorganization among Agronix, Inc., Agronix
                Acquisition Corp., and Warner Nutraceutical International, Inc.
            
            Incorporated
                by reference as Exhibit 10.1 to Form 8-K filed May 12,
                20063.1.1
            
            Articles
                of Incorporation
            
            Incorporated
                by reference to Form 10-SB filed May 17, 20003.1.2
            
            Amendment
                to Articles of Incorporation
            
            Incorporated
                by reference to Form 10-SB filed May 17, 20003.1.3
            
            Amendment
                to Articles of Incorporation
            
            Incorporated
                by reference to Form 10-KSB filed April 2, 20073.1.4
            
            Certificate
                of Designation of Class A Preferred Stock
            
            Incorporated
                by reference as Exhibit 10.1 to Form 8-K filed May 12,
                20063.2
            
            Bylaws
            
            Incorporated
                by reference to Form 10-SB filed May 17, 200010.1
            
            Subsidiary
                Purchase Agreement
            
            Incorporated
                by reference as Exhibit 10.2 to Form 8-K filed May 12,
                200614.1
            
            Code
                of Ethics
            
            Incorporated
                by reference to Form 10-KSB filed April 2, 200721.1
            
            Subsidiaries
            
            Incorporated
                by reference to Form 10-KSB filed April 2, 200731.1
            
            Certification
                of Chief Executive Officer Pursuant to Rule 13a-14(a) of the
                Securities Exchange Act of 1934, as adopted pursuant to Section 302
                of the
                Sarbanes-Oxley Act of 2002
            
            Filed
                herewith32.1
            
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
            
            Filed
                herewith





**Item
        14. **Principal
        Accounting Fees and Services.****


**Audit
      Fees**


For
        the
        Company’s fiscal years ended December 31, 2006 and 2005, we were billed
        approximately $50,000 and $21,000 for professional services rendered for
        the
        audit and review of our financial statements filed with the Securities and
        Exchange Commission for our years ended December 31, 2006 and 2005,
        respectively.




**Tax
      Fees**




For
      our
      fiscal years ended December 31, 2006 and 2005, we were not billed for
      professional services rendered for tax compliance, tax advice, and tax
      planning.




**All
      Other Fees**




The
      Company did not incur any other fees related to services rendered by our
      principal accountant for the fiscal years ended December 31, 2006 and
      2005.






18





**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




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




In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.





**Name**
              
              **Title**
              
              **Date***/s/
                  Yingxia Jiao*
                
                YINGXIA
                  JIAO
              
              President,
                  Chief Executive Officer,
                  Chief
                    Financial Officer and Chairman
              
              December
                  12, 2007*/s/
                  Lixue Deng*
                Lixue Deng
              
              Director
              
              December
                    12, 2007*/s/
                  Dr. Zhaobo Wang*
                DR.
                  ZHAOBO WANG
              
              Director
              
              December
                    12, 2007








19