UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Amendment
No. 1 to


FORM
10-KSB





(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, 2007





o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from ___________ to ___________




Commission
File No. 000-26777





China
Yida Holding, Co.


(Name of
small business issuer in its charter)




DELAWARE
            22-3662292(State
      or other jurisdiction of
              incorporation
      or organization)
            (IRS
      Employer Identification No.)




RM
      1302-3 13/F, Crocodile House II
              55
      Connaught Road Central, Hong Kong(Address
      of principal executive offices)
            (Zip
      Code)




86-591-28308388


(Registrant’s
telephone number, including area code)




Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class registered:
            Name
      of each exchange on which registered:None
            NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $0.001
              (Title
      of class)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during he
preceding 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.


Yesx    Noo




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


Yeso     Nox




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the 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




Revenues
for year ended December 31, 2007: $14,577,765




Number of
shares of the registrant’s common stock outstanding as of March 23, 2008 was:
68,084,487





Transitional Small Business Disclosure
Format:  Yeso  Nox






Table of Contents







TABLE OF CONTENTS




PART
      I
            
            1ITEM 1.
            DESCRIPTION OF BUSINESS
            1ITEM 2.
            DESCRIPTION OF PROPERTY
            6ITEM 3.
            LEGAL PROCEEDINGS
            6ITEM 4.
            SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
            6PART
      II
            
            7ITEM 5.
            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS
            7ITEM 6.
            MANAGEMENT’S DISCUSSION OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS
            9ITEM 7.
            FINANCIAL STATEMENTS AND SUPPLEMENTARY
    DATA
            F-1ITEM 8.
            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND FINANCIAL DISCLOSURES
            13ITEM 8A.
            CONTROLS AND PROCEDURES
            13PART
      III
            
            13ITEM 9.
            DIRECTORS AND EXECUTIVE OFFICERS OF THE
      REGISTRANTITEM 10.
            EXECUTIVE COMPENSATION
            14ITEM 11.
            SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT
            15ITEM 12.
            CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS
            16PART
      IV
            
            16ITEM 13.
            EXHIBITS LIST AND REPORTS ON FORM 8-K
            16ITEM 14.
            PRINCIPAL ACCOUNTANT FEES AND SERVICES
            16SIGNATURES
            
            17








i




Table of Contents







PART
I




ITEM 1. DESCRIPTION OF
BUSINESS





We were
originally incorporated on June 4, 1999 as Apta Holdings, Inc. (“Apta”) in the
State of Delaware.  Apta was a wholly owned subsidiary of ARCA Corp.
and Apta subsequently acquired all of ARCA’s assets and liabilities as part of
ARCA’s merger with another company.





On
November 22, 2002, Apta entered into a Share Exchange Agreement with Convergix,
Inc. whereby Apta acquired all of the shares of Convergix in exchange for
issuing 25,000,000 shares of Apta to the shareholders of Convergix,
Inc.  Pursuant to this Share Exchange Agreement, the control of Apta
changed and Ralph Eisenschmid, Jock English and Malcolm Little became the new
directors of Apta.  As part of the Share Exchange Agreement, Apta
changed its name to InteliSys Aviation Systems of America, Inc.(“InteliSys”) to
better reflect its business.  This name change was filed with the
State of Delaware on July 21, 2003.  In addition, Apta increased its
authorized shares to 50,000,000 as evidenced by the Amendment filed with the
State of Delaware on December 5, 2003.





Prior to
June 29, 2006, InteliSys was a provider of integrated software solutions for
regional, mid-sized airlines and fleet operators.





On June
29, 2006, certain of our subsidiaries which were incorporated in Canada,
Convergix Inc., Cynaptec Information Systems Inc., InteliSys Aviation Systems
Inc., InteliSys Acquisition Inc., and InteliSys (NS) Co. (the “Canadian
Subsidiaries”), filed with the Queens Bench of the Province of New Brunswick,
Canada, a Notice of Intention to make a Proposal under the Canadian
Bankruptcy and Insolvency Act (the “Notice of Intention”).





On August
7, 2006, we filed with the Queens Bench of the Province of New Brunswick,
Canada, a Notice of Intention to make a Proposal under the Canadian Bankruptcy
and Insolvency Act (the “Notice of Intention”).





On August
31, 2006, we filed with the Queens Bench a proposal to make a settlement with
our creditors pursuant to Section 50.4(1) of the Canadian Bankruptcy and
Insolvency Act (the “Settlement Proposal”), in which we proposed that our debts
be settled as follows: (a) Secured creditors will be paid in accordance with
present arrangements or as may be arranged between them and us;  (b)
Holders of preferred claims under the Canadian Bankruptcy and Insolvency Act
will be paid by September 30, 2006;  (c) Tax liabilities owed by us to the
Canadian government will be paid within 90 days after the Settlement Proposal is
approved by the Queens Bench; and (d) Unsecured creditors will be paid by
September 30, 2006.





On
October 4, 2006, the proposal submitted by us and the proposal submitted by our
subsidiaries in the Court of Queen’s Bench of the Province of New Brunswick,
Canada were approved by the Court. Pursuant to such proposal, a new company
consisting of our existing employees and a group of new equity investors
(“Newco”) would acquire all the assets of our subsidiaries (the “Subsidiaries”).
Jock English, Chief Operating Officer of our Company, would be the Chief
Executive Officer and President of Newco. The consideration for such purchase
would consist of $200,000 CDN in cash and $250,000 CDN in 3-year 8% notes to be
issued by Newco (the “Newco Notes”).  Such notes would be secured by all
the assets of Newco.  In addition, the beneficial ownership of Newco would
be held by certain of the current employees of the Subsidiaries and irrevocably
transferred to the holders of the Notes if the intellectual property of Newco
was ever sold, there would be a sale of more than 51% of the initial common
shares of Newco or the initiation of any process to take Newco public within 3
years of the Court Order. If the Newco Notes were in default, the 3-year period
would be extended to 5 years.




In
accordance with the terms of the proposal, the secured claims of the creditors
of the Subsidiaries were assumed by Newco. The unsecured claims of our creditors
received $1,250 CDN within two months of court approval of the proposal.
 After the payment of fees and any taxes owed pursuant to the Income Tax
Act (Canada), the Class A Unsecured Creditors of the Subsidiaries received $150
CDN in cash for each claim, the balance of cash from the sale of assets after
payment to secured creditors and the balance thereof by having their respective
proportion share of the Newco Notes.  We, as the Class B Creditor, did
not receive any cash or Newco notes from the sale of the subsidiaries.  The
Class C creditors (the employees of the subsidiaries) received $50,000 CDN in
Newco notes which were distributed on a prorata basis.





The Court
of Queen’s Bench of the Province of New Brunswick, Canada approved the proposals
on October 6, 2006. The Court issued a Court Order ordering the sale of all
assets of the subsidiaries to Newco, subject to the conditions of the
proposal.





On
November 17, 2006, subject to the terms of the Court Order issued by the Court
of Queen's Bench of the Province of New Brunswick, all assets of the Canadian
Subsidiaries were sold to 627450 New Brunswick Inc.





Since
November 17, 2006, we did not have any operations or revenues and had decided to
attempt to acquire other assets or business operations that will maximize
shareholder value.







1
 Table of Contents




BUSINESS
DEVELOPMENT OF KEENWAY




Overview




Keenway
Limited is a company incorporated under the laws of Cayman Islands and owns 100%
of the issued and outstanding capital stock of Hong Kong Yi Tat International
Investment Limited, a limited company incorporated under the laws of Hong Kong
Special Administration Region (“Yi Tat”).  Yi Tat owns 100% of the
issued and outstanding capital stock of Fujian Jintai Tourism Development, a
company formed under the laws of the PRC (“Fujian Jintai,” collectively,
referred to herein as “Keenway” or the “Company”).




Business





Our
operations are headquartered in China.  We are a profitable, mid-sized
Chinese company that focuses primarily on two industries:




1)
            tourism;
      and2)
            mass
      media.





Fujian
Jintai Tourism Industrial Development Co., Ltd. (“Fujian Jintai”) is an entity
that was established on October 29, 2001, and is domiciled at Floor 4, 1,
Helping Street, Taining County, Fujian Province.  Its primary business
relates to tourism and, specifically, tourism at the Great Golden
Lake.  The company offers bamboo rafting, parking lot service,
photography services and ethnic cultural communications.





Fujian
Jintai owns 100% of Fuzhou Hongda Commercial Services Co., Ltd. (“Hongda”) which
was incorporated on July 6, 2007 under the laws of the PRC and is located in
Fuzhou City.  Hongda’s wholly owned subsidiary is Fuzhou Fuyu
Advertising Co., Ltd. (“Fuyu”) which is an entity established on July 31, 2007
with its primary place of business at , No. 5 Xian Fu Road, Zhang Cheng Town,
Yongtai County, China.




Fujian
FETV Media Co., Ltd. is the entity that concentrates on the mass media portion
of the business and was established on October 9, 2004 and is domiciled in
Wangjiang Tower, 18, Longgu Holiday Inn, Langqi Economic Zone, Fuzhou
City.  Its primary business is focused on advertisements, including
media publishing, television, cultural and artistic communication activities,
and performance operation and management activities.





These
three businesses of the Company provide it with a unique opportunity to
integrate industries that are at the forefront of Chinese growth.  The
Company’s business plan focuses around the combination of tourism and mass media
and creating growth through the use of relationships established by the
Company.




History
and Corporate Organization





Keenway
Limited was incorporated under the laws of the Cayman Islands on May 9, 2007 for
the purpose of functioning as an off-shore holding company to obtain ownership
interests in Hong Kong Yi Tat International Investment Co., Ltd.  Its
registration number is CR-187088, and its registered address of Scotia Centre,
4th Floor, P. O. Box 2804, George Town, Grand, Cayman, KY1-1112, Cayman
Islands.





Mr. CHEN
Minhua and Ms. FAN Yanling, his spouse, were majority shareholders of Keenway,
prior to the Merger.





Merger
and Revised Ownership Structure





The chart
below depicts the corporate structure of the Registrant as of the date of this
8-K.  As depicted below, pursuant to the Merger, the Registrant owns
100% of the capital stock of Keenway Limited.  Keenway Limited,
incorporated in the Cayman Islands, owns 100% of Hong Kong Yi Tat International
Investment Co., Ltd., a company organized in Hong Kong.  Hong Kong Yi
Tat International Investment Co., Ltd. wholly owns Fujian Tourism Developments
Co., Ltd. and has a contractual relationship for services with Fujian Jiaoguang
Media Co., Ltd. (collectively, these entities shall be referred to as the
“Keenway Companies”).








2
 Table of Contents











THE
MERGER





On
November 19, 2007, Chen Minhua, Fan Yanling, Extra Profit International Limited,
Luck Glory International Limited, and Zhang Xinchen (collectively, the Keenway
Shareholders”), Keenway Limited, Hong Kong Yi Tat and we entered into a
definitive Share Exchange Agreement (“Exchange Agreement”) which resulted in
Keenway becoming our wholly owned subsidiary (the “Merger”).  The
Merger was accomplished by means of a share exchange in which the Keenway
Shareholders exchanged all of their stock in Keenway for the transfer and
additional issuance of our common stock.  Under the terms of the
Exchange Agreement and as a result of the Merger:





·
            Keenway
      became our wholly owned subsidiary;·
            In
      exchange for all of their shares of Keenway common stock, the Keenway
      Shareholders received 90,903,246 newly issued shares of our common stock
      and 3,641,796 shares of our common stock which was transferred from
      certain InteliSys Shareholders;


·
            Immediately
      following the closing of the Merger, the Keenway Shareholders own
      approximately 94.5% of our issued and outstanding shares on a fully
      diluted basis.





This
transaction closed on November 19, 2007.




PRINCIPAL
PRODUCTS





The
Company is principally in the services business and does not produce or
manufacture any products.  Its major source of income is from services
provided at tourist destinations and advertisement revenue.







3
 Table of Contents






MARKETING
AND DISTRIBUTION METHODS OF PRODUCTS AND SERVICES





The
Company operates two wholly owned subsidiaries, Fujian Jintai Tourism
Development Co. and Fujian Jiaoguang Media Co.





Fujian Jintai Tourism
Development Co., Ltd





The
marketing strategy has two major promotional elements. The first is promoting
the unique brand and scenic location through traditional advertisement
mediums.  These traditional channels include television, radio and
print media.  To cut costs, the Company has implemented a cost
minimization plan whereby the majority of the media advertisement and promotion
of the tourist destination is done through Fujian Jintai Tourism Development
Co.'s sister company and TV media content provider, Fujian Jiaoguang Media
Co.  This cost minimization plan allows Fujian Jintai Tourism
Development Co. to reduce its cost of advertising while maintaining a relatively
high degree of exposure through Fujian Jiaoguang Media Co. and increasing
consumer awareness within Fujian province.





The
second element of the Company's tourist marketing effort is promotion of the
scenic destinations through the attainment of nationally and internationally
recognized merits of scenic achievement.  To this end, the Fujian
Jintai Tourism Development Co.’s park has recently received the designation of
World Geological Park from the UN and ranked in China’s Top 10 Most Appealing
Destinations and Top 50 Places for Foreigners to Visit.  By achieving
this high degree of recognition, the destination becomes visible on a massive
scale increasing the draw of tourists from a provincial to an international
level.  The goal is to significantly increase the daily visitation
rate through attainment of significant merit.





Each
element of the marketing strategy has been developed in order to increase the
international consumer awareness of the Company's tourist destinations, to
reduce the associated costs of such awareness and to ultimately increase the
usage rate and revenues of the park.




Because
the tourist destination is a static product/service, its distribution mainly
consists of the promotional strategies described in the paragraphs above. The
services are promoted and distributed through traditional forms of advertising
media.  Information and marketing materials regarding the park
services are distributed on site.





Fujian Jiaoguang Media Co.,
Ltd





The
marketing efforts of Fujian Jiaoguang Media Co. can also be split into two
categories.  The Company acts as a content provider and also offers
advertising services to third party advertisers.  Each element of its
marketing strategy corresponds with one of these two functions.





Content
Provider: As a provider of television programming and content, the Company
markets its products/services mainly through self promotion of programming on
its television station, Fujian Education Television or “FETV.”  By
promoting its own content, Fujian Jiaoguang Media Co. can increase consumer
awareness of its programming. The goal of promoting its programming is to
increase its daily viewing rates and in turn increase the fees it can charge to
third party advertisers.





Advertising
Services: The revenues of Fujian Jiaoguang Media Co. are mainly produced by the
fees it collects for distributing third party advertising content on its
television station.  The company markets and promotes itself through
two avenues. The first element of promotion is achieved through increasing
coverage and watch ratios and the second is through strategic partnerships with
other media content providers.  By achieving high rankings in China's
television statistics, the Company becomes better known by potential advertising
clients.  Fujian Jiaoguang Media Co. recently achieved a 92% coverage
ration within Fujian Province.  With such a high degree of coverage,
advertisers are willing to pay more for the Company’s services.  The
Company also engages in strategic partnerships with other content providers by
which they share and promote each others advertising client base to one
another.  Oftentimes, the referring content provider will receive a
finder's fee for introducing the Company to qualified advertising
clients.  Fujian Jiaoguang Media Co. has entered into strategic
partnerships with several other media content providers in order to increase its
exposure to potential advertisers.





In
addition to the above mentioned marketing strategies, the Company also utilizes
the resources of its sister company Fujian Jintai Tourism Development Co. to
promote its content provider services.  To minimize associated costs
of traditional marketing efforts, Fujian Jiaoguang Media Co. advertises its
programming throughout Fujian Jintai Tourism Development Co.'s scenic
destinations.  This avenue allows low cost advertising for the
Company.





Fujian
Jiaoguang Media Co.'s products/services are distributed through its television
station.  All program content and advertising content is distributed
solely through its Fujian Education Television station.







4
 Table of Contents






STATUS
OF PUBLICLY ANNOUNCED NEW PRODUCTS/SERVICES





We expect
that our company will grow over the next few years.  Currently, we own
and operate the Great Golden Lake which is a tourist destination in Fujian
Province.  The Company expects to acquire at least one other tourist
destination during the next few months.  In addition, the Company
intends to acquire an educational based television station in
China.  These acquisitions will generate growth for the Company and
help the Company establish itself in these industries.





INDUSTRY
AND COMPETITIVE FACTORS





Both the
tourism industry and the mass media advertising industries are experiencing
significant growth in China.  New competitors are entering these
industries at a record pace.  Competition is increasing and it is
beginning to become difficult to gain market share and grow.  As
tourism increases in China, more companies will begin to emerge and try to gain
market share from the already established businesses.  There are,
however, certain factors that we believe will be critical for our
growth:





·
            Capitalize
      on the rapidly growing Chinese tourism market by getting exposure to and
      name recognition at the most frequented tourist
    destinations;





·
            Capture
      market share by offering services to tourists that are of exceptional
      quality and engage our clients and provide excellent customer support;
      and





·
            Offer
      services at an attractive rate to appeal to the widest range of
      individuals.





OUR
INTELLECTUAL PROPERTY





The
Company does not nor does it intend to own any patents or have any of its
products or services patented.  The Company has, however, obtained a
trademark and the exclusive use permission for “Great Golden
Lake.”   This trademark has been filed with Taining County
State-owned Assets Investment Operation Co., Ltd.





In the
future, we intend to acquire other trademarks from companies that we acquire or
file trademarks or patents in order to protect our intellectual
property.





RESEARCH
AND DEVELOPMENT ACTIVITIES DURING THE PRIOR TWO FISCAL YEARS





The
Keenway Companies are involved in the tourist industry and mass media markets
and, as such, do not have significant research and development
activities.  Any research and/or development that the Company worked
on over the prior two fiscal years has been in connection with analyzing market
trends and methods of increasing its tourist activity.  The Company
did not spend significant money or resources on research and development during
the prior two fiscal years.





COMPLIANCE
WITH ENVIRONMENTAL LAW





We comply
with the Environmental Protection Law of PRC as well as applicable local
regulations. In addition to statutory and regulatory compliance, we actively
ensure the environmental sustainability of our operations. Penalties would be
levied upon us if we fail to adhere to and maintain certain standards. Such
failure has not occurred in the past, and we generally do not anticipate that it
will occur in the future, but no assurance can be given in this
regard.





EMPLOYEES





As of
December 31, 2007, we had approximately 285 full-time employees, including 11
senior managers.  The majority of our workforce is comprised
of:





Fujian
Jintai Tourism Development Co., Ltd:






5
 Table of Contents




Gender
              Age
      of current employee
              Educational
      level of employee
              Management
      level
              Employee
      catagory#
              Department
              Total
                No.  of
                employees
              M
              F
              Under
                25
              26-35
              36-45
              46-55
              Over
      56
              High
                School
                or
              2
      year college
              college
              Professional
              Master
                or
      above
              Executive
              Management
              Non-Management
              Full-Time
              Part-Time
              Temp
              Other1
              Company
      Management
              8
              7
              1
              
              4
              3
              1
              
              
              
              3
              3
              2
              5
              3
              
              82
              Office
              8
              6
              2
              2
              4
              1
              1
              
              2
              2
              2
              2
              
              
              2
              6
              83
              Finance
      Department
              14
              1
              13
              4
              3
              6
              1
              
              7
              5
              2
              
              
              
              3
              11
              144
              HR
      Department
              2
              1
              1
              
              1
              
              1
              
              
              
              2
              
              
              
              1
              1
              25
              Quality
      Control Department
              8
              4
              4
              3
              2
              3
              
              
              
              1
              2
              1
              
              
              3
              5
              86
              Marketing
      Department
              8
              5
              3
              2
              3
              3
              
              
              3
              4
              3
              2
              
              
              
              8
              87
              Shanqing
      Stream Ngmt Dept.
              174
              169
              5
              17
              57
              75
              23
              2
              163
              10
              1
              
              
              
              8
              166
              139
              358
              Golden
      Lake Site Mgmt
              18
              9
              9
              7
              7
              4
              
              
              4
              11
              3
              
              
              
              5
              13
              189
              Customer
      Service
              4
              
              4
              
              3
              1
              
              
              1
              3
              
              
              
              
              1
              3
              410
              Facilities
      Dept.
              1
              1
              
              
              
              1
              
              
              1
              
              
              
              
              
              1
              
              1Total
              245
              203
              42
              35
              84
              97
              27
              2
              181
              36
              18
              8
              2
              5
              27
              213
              210
              35




Fujian
Jiaoguang Media Co., Ltd:




Gender
            Age
      of current employee
            Educational
      level of employee
            Management
      level
            Employee
      catagory#
            Department
            Total
              No.  of
              employees
            M
            F
            Under
              25
            26-35
            36-45
            46-55
            Over
      56
            High
              School
              or
            2
      year college
            Professional
              Certification
            Bachelor
            Master
              or
      above
            Executive
            Management
            Non-Management
            Full-Time
            Part-Time
            Temp
            Other1
            Company
      Management
            5
            4
            1
            
            2
            1
            2
            
            
            
            1
            2
            2
            5
            
            
            52
            Business
      Department
            10
            5
            5
            4
            5
            1
            
            
            1
            2
            5
            2
            
            
            2
            8
            103
            Promotion/Sales
      Dept
            9
            5
            4
            5
            4
            
            
            
            
            
            4
            5
            
            
            2
            7
            94
            Editing
      Dept
            4
            1
            3
            2
            1
            1
            
            
            
            2
            2
            
            
            
            1
            3
            45
            Finance
      Dept
            4
            2
            2
            
            3
            
            1
            
            
            1
            2
            1
            
            1
            1
            2
            46
            Administrative Department
            8
            3
            5
            3
            4
            
            1
            
            2
            1
            3
            2
            
            
            3
            5
            8Total
            40
            20
            20
            14
            19
            3
            4
            0
            3
            6
            17
            12
            2
            6
            9
            25
            40
            0
            0
            0




ITEM 2. DESCRIPTION OF
PROPERTY




We
currently have one tourist destination which is known as “the Great Golden
Lake.”  It is located between the cities Sanming and Nanping of Fujian
Province and Fuzhou of Jianxi Province.  This property consists of 5
scenic areas: (1) Golden Lake; (2) Shangqing River; (3) Zhuanyuan Rock; (4)
Luohan Mountain; and (5) Taining Old Town.  The entire property covers
more than 230 kilometers.





In
February of 2005, the United Nations Educational, Scientific, and Cultural
Organization named the Great Golden Lake as the core spot at the Taining World
Geology Park and is behind only the Wuyi Mountain as Fujian Province’s best
tourist attractions.




ITEM 3. LEGAL
PROCEEDINGS




We are
not presently parties to any litigation, nor to our knowledge and belief is any
litigation threatened or contemplated.




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





On
November 18, 2007, in accordance with a vote of the majority of shareholders of
the Company without convening a meeting and a vote of the Company’s Board of
Directors, the Company was authorized to enter into the Share Exchange Agreement
with Keenway Limited and its shareholders.  Accordingly, the
shareholders authorized the Company to effectuate the 10 for 1 reverse stock
split and issue 94.5% of the Company’s outstanding stock to Keenway Limited and
its shareholders.





On
November 19, 2007, in accordance with a vote of the majority of shareholders of
the Company without convening a meeting and a vote of the Company’s Board of
Directors, the Company was authorized to change its name to China Yida Holding,
Co.







6
 Table of Contents








PART
II





ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS




Public Market for Common
Stock





Our
common stock has been quoted on the OTC Bulletin Board under the symbol
"IYSA.OB" since 1999.  In December 2007, the symbol changed to
“IAVA.OB” pursuant to a 10 for 1 reverse split.  Since the end of the
2007 fiscal year and in February 2007, we effectuated another 10 for 1 reverse
stock split and changed our name to China Yida Holding, Co. as a result of the
reverse merger that closed on November 17, 2007.  Accordingly, our
symbol was changed to “CYID.OB.”  The following table sets forth the
range of quarterly high and sales prices of the common stock as reported on
March 24, 2008 for the periods indicated:




Price
      Information*Financial
      Quarter Ended
              High
              LowMarch
      31, 2006
              4.40
              1.40June
      30, 2006
              4.00
              1.00September
      30, 2006
              1.50
              0.80December
      31, 2006
              1.20
              0.32March
      31, 2007
              0.45
              0.31June
      30, 2007
              0.25
              1.60September
      30, 2007
              0.35
              0.10December
      31, 2007
              4.60
              0.10




* The
quotations do not reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions. All
prices quoted above are adjusted according to the 10 for 1 reverse split that
occurred in November 2007 and the subsequent 10 for 1 reverse split that
occurred in February 2008.





The
source of the high and low sales price information is Nasdaq.com.




The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a “penny stock,” for purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person’s account for transactions in penny
stocks and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person’s account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience  and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stocks in both public offerings and
in secondary trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.





Holders





As of
December 31, 2007, 99,999,547 shares of common stock are issued and
outstanding.  There are approximately 483 shareholders of our common
stock and each shareholder of our common stock is entitled to one vote for each
share on all matters submitted to a stockholder vote.





Holders
of common stock do not have cumulative voting rights.





Therefore,
holders of a majority of the shares of common stock voting for the election of
directors can elect all of the directors. Holders of our common stock
representing a majority of the voting power of our capital stock issued and
outstanding and entitled to vote, represented in person or by proxy, are
necessary to constitute a quorum at any meeting of our stockholders. A vote by
the holders of a majority of our outstanding shares is required to effectuate
certain fundamental corporate changes such as liquidation, merger or an
amendment to our Articles of Incorporation.





Although
there are no provisions in our charter or by-laws that may delay, defer or
prevent a change in control, we are authorized, without shareholder approval, to
issue shares of preferred stock that may contain rights or restrictions that
could have this effect.






7
 Table of Contents





Holders
of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of liquidation, dissolution or winding up, each outstanding share entitles
its holder to participate pro rata in all assets that remain after payment of
liabilities and after providing for each class of stock, if any, having
preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.





Dividends





Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.





Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.





Recent Sales of Unregistered
Securities





On
November 19, 2007, we issued 90,903,246 shares of our Common Stock to
individuals and entities as designated by Keenway in exchange for 100% of the
outstanding shares of Keenway pursuant to the terms of a Share Exchange
Agreement.  Such
securities were not registered under the Securities Act of 1933.  The
issuance of these shares was exempt from registration, in part pursuant to
Regulation S and Regulation D under the Securities Act of 1933 and in part
pursuant to Section 4(2) of the Securities Act of 1933.  We made this
determination based on the representations of the entities designated by
Keenway which included, in pertinent part, that such shareholders were
either (a) "accredited investors" within the meaning of Rule 501 of Regulation D
promulgated under the Securities Act, or (b) not a "U.S. person" as that term is
defined in Rule 902(k) of Regulation S under the Act, and that such shareholders
were acquiring our common stock, for investment purposes for their own
respective accounts and not as nominees or agents, and not with a view to the
resale or distribution thereof, and that the entities designated by Keenway
understood that the shares of our common stock may not be sold or otherwise
disposed of without registration under the Securities Act or an applicable
exemption therefrom.





On
February 29, 2008, we issued shares of our common stock to certain
individuals and entities listed below pursuant to the terms of the Share
Exchange Agreement entered into on November 19, 2007.  Specifically,
we issued a total of 44,751,046 shares of common stock to certain entities as
follows:





Shareholder
            Number
      of SharesChairman
      Chen Minhua
            18,525,131
      sharesFan
      Yanling
            18,525,131
      sharesExtra
      Profit International Limited
            2,038,442
      sharesLuck
      Glory International Limited
            2,038,442
      sharesZhang
      Xinchen
            1,811,950
      sharesE-Tech
      International, Inc.
            1,811,950
      shares





These
shares were issued in reliance on the exemption under Section 4(2) of the
Securities Act of 1933, as amended (the ‘Act’). These shares of our Common Stock
qualified for exemption under Section 4(2) of the Securities Act of 1933 since
the issuance shares by us did not involve a public offering. The offering was
not a ‘public offering’ as defined in Section 4(2) due to the insubstantial
number of persons involved in the deal, size of the offering, manner of the
offering and number of shares offered. We did not undertake an offering in which
we sold a high number of shares to a high number of investors. In addition,
these shareholders had the necessary investment intent as required by Section
4(2) since they agreed to and received share certificates bearing a legend
stating that such shares are restricted pursuant to Rule 144 of the 1933
Securities Act.  This restriction ensures that these shares would not
be immediately redistributed into the market and therefore not be part of a
‘public offering.’ Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction.





On March
7, 2008, the Company entered into a Financing transaction with Pope Investments
II LLC, an accredited investor, and certain other accredited
investors.  Pursuant to the Financing Documents, we sold units of
securities that consisted of an aggregate of 13,333,334 shares of common stock
and warrants exercisable into 6,666,667 shares of common stock for a total
purchase price of $14,000,000.  The purchase price of one unit was
$1.05.  These shares
were issued in reliance on the exemption under Section 4(2) of the Securities
Act of 1933, as amended (the ‘Act’).








8
 Table of Contents







Equity Compensation Plan
Information




The
following table sets forth certain information as of March 23, 2008, with
respect to compensation plans under which our equity securities are authorized
for issuance:




(a)
            (b)
            (c)_________________
            _________________
            _________________Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
            Weighted-average
      exercise price of outstanding options, warrants and rights
            Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))Equity
      compensation
            NonePlans
      approved bySecurity
      holdersEquity
      compensation
            NonePlans
      not approvedBy
      security holdersTotal





ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS





Overview





The
following plan of operation provides information which management believes is
relevant to an assessment and understanding of our results of operations and
financial condition. The discussion should be read along with our financial
statements and notes thereto. Because we have not generated significant
revenues, we intend to report our plan of operation below.





The
following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties. The Company’s actual results may differ
significantly from the results, expectations and plans discussed in these
forward-looking statements.





Our
Business





Through
Keenway’s subsidiaries and certain commercial and contractual arrangements with
other Chinese companies, we operate tourism and mass media companies in
China.  We mainly operate in Fujian Province.  Our tourism
business is beginning to flourish and we provide operational and management
support for tourist attractions in China.  Another part of our
business revolves around television media and advertising through
TV.  Since 2004, our company has operated tourist sites and worked
with tourist attractions to provide advertising through television ads and other
marketing campaigns.  One of our biggest attractions is the Great
Golden Lake Tourist Attraction which is a scenic area hidden in a deep mountain
that consists of a world-class geological park.  We have been able to
help them increase tourist volume from 50,000 people in 2004 to 216,000 in
2006.  Its annual operational revenue has also grown from
$523,200 US in 2004 to $2,560,400 US in 2006.





We also
run a television station, FETV, which is currently the fourth most viewed among
the 11 provincial medias in Fujian Province.  The networks annual ad
income has increased in the past two years from $1 million in 2004 (when we took
it over) to over $7,651,441 in 2006.





Principal
Factors Affecting our Financial Performance





We
believe that the following factors affect our financial
performance:





o
            Growth
      of Tourism and Mass Media in China





China’s
tourism market is growing at a record breaking pace with no signs of a
slowdown.  According to predictions made by the World Trade
Organization, China will become the second largest tourist destination by 2010,
and will become the most popular tourist destination by
2020.  According to these predictions and the Company’s own estimates,
the Company expects to see unprecedented growth over the next 12
months.  In addition, we expect to see similar growth in the mass
media market.  Over the past few years, the Chinese mass media
industry has sustained a growth rate of 25%.  The Company views the
Chinese mass media industry as still in its infancy and will continue to grow
due to Chinese emerging status as a global leader.






9
 Table of Contents





o
            PRC
      Regulations Promoting Tourism





The
tourism industry in China is highly regulated by the PRC
government.  However, after China granted the WTO access, China has
been relaxing its regulations and the tourism industry in China is expanding
rapidly and consists of almost 34% of the total tourism in the Asia-Pacific
region.  In addition, with the Olympics being held in Beijing in 2008,
China is expected to relax its regulations even more.  The Olympics
will also promote tourism in China and encourage foreigners to visit which in
turn will allow the Company to grow.




Results
of Operations





The
following tables set forth key components of our results of operations for the
periods indicated, in dollars, and key components of our revenue for the period
indicated, in dollars.





Fiscal year ended December
31, 2007 Compared to fiscal year ended December 31, 2006


DECEMBER
      31,2007
              
              
              2006Net
      revenueAdvertisement
              
              $
              12,246,964
              
              
              $
              7,651,441Tourism
              
              
              2,330,801
              
              
              
              2,560,392Total
              
              
              14,577,765
              
              
              
              10,211,833Cost
      of revenue (exclusive
      of depreciation shown separately below)Advertisement
              
              
              2,000,684
              
              
              
              2,205,646Tourism
              
              
              70,726
              
              
              
              78,782Total
              
              
              (2,071,409
              )
              
              
              (2,284,428
              )Gross
      profit
              
              
              12,506,356
              
              
              
              7,927,405Operating
      expensesSelling
      expenses
              
              
              973,459
              
              
              
              765,118Operating
      and administrative expenses
              
              
              2,622,417
              
              
              
              1,075,194Total
      operating expenses
              
              
              3,595,876
              
              
              
              1,840,312Income
      from operations
              
              
              8,910,480
              
              
              
              6,087,093Other
      (income) expenseOther
      income - donation income
              
              
              (2,437,333
              )
              
              
              -Other
      expenses
              
              
              8,869
              
              
              
              19,801Interest
      expense
              
              
              221,058
              
              
              
              250,240Interest
      income
              
              
              (1,775
              )
              
              
              (2,347
              )Finance
      expense
              
              
              4,742
              
              
              
              2,763Total
      other (income) expense
              
              
              (2,204,440
              )
              
              
              270,457Income
      before income taxes
              
              
              11,114,920
              
              
              
              5,816,636Provision
      for income taxes
              
              
              136,770
              
              
              
              -Net
      income
              
              
              10,978,150
              
              
              
              5,816,636Other
      comprehensive incomeForeign
      currency translation gain (loss)
              
              
              961,760
              
              
              
              92,640Comprehensive
      income
              
              $
              11,939,910
              
              
              $
              5,909,276Basic
      and diluted weighted average shares outstanding
              
              
              94,458,588
              
              
              
              81,606,305Basic
      and diluted net earnings per share
              
              $
              0.12
              
              
              $
              0.07









10
 Table of Contents






Net
Revenue:
 
 Net
revenue increased by $4,365,932, or 42.75%, from $10,211,833 in the fiscal year
ended December 31, 2006 to US$14,577,765 in the fiscal year ended December 31,
2007.  Our overall net revenue increased because our company is
continuing to grow, specifically, our revenue increased due to the increased
revenue in our media and advertising business.  We have been able to
capitalize on the growing Chinese economy.  Our revenue for our
tourism segment decreased from fiscal year 2006 to fiscal year 2007 because of
construction of a dam at our Great Golden Lake.  From October 2007
until February 2008 we were constructing a dam to control the water level at the
tourist destination.  This construction negatively impacted our
revenues for fiscal year 2007 for the tourism business.  However, we
do not expect this construction to negatively affect our tourism revenues for
fiscal year 2008.  This construction was only temporary and the dam is
completed and the water level is now constant.  Our revenue from the
advertising business increased from fiscal year 2006 to fiscal year 2007 and we
expect it to continue to increase due to the growing Chinese
economy.
  Our
revenue from advertisement for the fiscal year ended December 31, 2007 was
$12,246,964 and for the fiscal year ended December 31, 2006 it was
$7,651,441.  This was a one year increase of $4,595,523 or
60%.  This increase was the result of FETV’s successful completion of
the reconstruction of its programming.  The re-programming went into
effect in the last 6 months of 2007 and the audience ratings increased
dramatically after this went into effect.  As a result, our clients
increased their advertising budgets on our programs.  This led to the
dramatic increase from our advertising revenue.
 
 Our
revenue from tourism for the fiscal year ended December 31, 2007 was $2,330,801
and for the fiscal year ended December 31, 2006 it was
$2,560,392.  This was a decrease of $229,591 or 9%.  This
decrease was due to construction of a dam on our tourist attraction, the Great
Golden Lake.  The construction was only temporary but slowed visitors
to our tourist attraction.  The construction is now completed and the
water level is now constant.
  Cost of
revenue:
 
 Cost
of revenue decreased by US$213,019, or 9.3%, from US$2,284,428 in the fiscal
year ended December 31, 2006 to US$2,071,409 in the fiscal year ended December
31, 2007. The cost of revenue decreased because in 2006 we had high
expenses to purchase licenses of TV programs.  The cost to purchase
those licenses decreased in fiscal year 2007.
  Our
cost of revenue from advertisement for the fiscal year ended December 31, 2007
was $2,000,684 and for the fiscal year ended December 31, 2006 it was
$2,205,646.  This was a decrease of $204,962 or 9.2%.  The
decrease was the result of our successful reconstruction of our programming
which led to a reduction in the speed in purchasing TV
programs.  Accordingly, the cost of our revenue
decreased.
 
 Our
cost of revenue from tourism for the fiscal year ended December 31, 2007 was
$70,726 and for the fiscal year ended December 31, 2006 it was
$78,782.  This was a decrease of $8,056 or 10.2%.  Our cost
of tourism decreased because the amount of tourists visiting our site decreased
because we were doing construction on our tourist attraction, the Great Golden
Lake, during the last few months of 2007.  This led to less revenue
and less costs associated with the revenue.
  Gross
profit:
 
 Gross
profit increased by US$4,578,951, or 57.76%, from US$7,927,405 in the fiscal
year ended December 31, 2006 to US$12,506,356 in the fiscal year ended December
31, 2007 mainly due to the increase in advertisement revenue and tourism
revenue. Our gross profit increased because our revenues increased and our
costs, both fixed and variable, did not increase at the same rate that our
revenues increased.















Operating
Expenses:





Operating
expenses were US$1,840,312 in the fiscal year ended December 31, 2006, compared
to US$3,595,876 in the fiscal year ended December 31, 2007.  This
represents an increase of US$1,755,564, or 95%, primarily due to a large
increase in operations and significant business growth. The operating
expenses increased due to the increase in revenues.  The increase in
revenues cause the company to increase its expenses in order to keep up with
the increasing revenues.  This is a variable expense and should
fluctuate according to our revenues.





Income
from Operations:





Operating
profit was US$6,087,093 in the fiscal year ended December 31, 2006 and
US$8,910,480 in the fiscal year ended December 31, 2007.  The increase
of US$2,823,387, or 46%, was primarily the result of increased gross profit. Our
income from operations increased because we increased our revenue at a greater
rate than our expenses from operations increased.





Net
Income:





Net
income was US$5,816,636 in the fiscal year ended December 31, 2006, compared to
US$10,978,150 in the fiscal year ended December 31, 2007, an increase of
US$5,161,514, or 88.7%. Our net income increased because our revenues
increased.








Critical
Accounting Policies





The
Company’s financial statements and related public financial information are
based on the application of accounting principles generally accepted in the
United States (“GAAP”). GAAP requires the use of estimates; assumptions,
judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenue and expense amounts reported. These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition. We believe our use if estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements.





While
all these significant accounting policies impact its financial condition and
results of operations, we view certain of these policies as critical. Policies
determined to be critical are those policies that have the most significant
impact on our consolidated financial statements and require management to use a
greater degree of judgment and estimates. Actual results may differ from those
estimates. Our management believes that given current facts and circumstances,
it is unlikely that applying any other reasonable judgments or estimate
methodologies would cause effect on our results of operations, financial
position or liquidity for the periods presented in this report.





Recent
Accounting Pronouncements





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value measurements. SFAS 157
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 and does not require any new fair
value measurements. The provisions of SFAS No. 157 are effective for fair value
measurements made in fiscal years beginning after November 15, 2007. The
adoption of this statement is not expected to have a material effect on the
Company's future reported financial position or results of
operations.















In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”. This statement permits entities to choose to measure
many financial instruments and certain other items at fair value. Most of the
provisions of SFAS No. 159 apply only to entities that elect the fair value
option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.




In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No. 51”. This
statement improves the relevance, comparability, and transparency of the
financial information that a reporting entity provides in its consolidated
financial statements by establishing accounting and reporting standards that
require; the ownership interests in subsidiaries held by parties other than the
parent and the amount of consolidated net income attributable to the parent and
to the non-controlling interest be clearly identified and presented on the face
of the consolidated statement of income, changes in a parent’s ownership
interest while the parent retains its controlling financial interest in its
subsidiary be accounted for consistently, when a subsidiary is deconsolidated,
any retained non-controlling equity investment in the former subsidiary be
initially measured at fair value, entities provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and the
interests of the non-controlling owners. SFAS No. 160 affects those entities
that have an outstanding non-controlling interest in one or more subsidiaries or
that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008. Early adoption is prohibited. The adoption of this statement is not
expected to have a material effect on the Company's financial
statements.





In
March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008, with
early application permitted. We are currently evaluating the disclosure
implications of this statement.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective 60 days following
the SEC’s approval of PCAOB Auditing Standard No. 6, Evaluating Consistency of
Financial Statements (AS/6). The adoption of FASB 162 is not expected to have a
material impact on the Company’s financial position.





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. SFAS 163 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. The adoption of FASB 163 is not expected to have a
material impact on the Company’s financial position.









11
 Table of Contents




LIQUIDITY
AND CAPITAL RESOURCES
 
 The
Company currently generates its cash flow through operations which it believes
will be sufficient to sustain current level operations for at least the next
twelve months.  In addition, in February 2008, we completed a $14
million financing and we intend to use the proceeds to expand our operations and
improve the “Great Golden Lake” and increase the number of visitors we can
attract to the destination. In 2008, we intend to continue to work to expand our
tourism services and mass media outlets, including the acquisition of a
provincial-level education TV station.  We expect the increased
tourism in China because of the Olympic Games to positively effect the number of
visitors we can attract to our tourist destinations.
 
 To the
extent we are successful in rolling out our advertising campaign programs,
identifying potential acquisition targets and negotiating the terms of such
acquisition, and the purchase price includes a cash component, we plan to use
our working capital and the proceeds of any financing to finance such
acquisition costs.  Our opinion concerning our liquidity is based on
current information. If this information proves to be inaccurate, or if
circumstances change, we may not be able to meet our liquidity
needs.


2008
– 2009 Outlook





Over the
course of the next few years, we intend to grow and expand our tourism and mass
media marketing businesses.  We expect to acquire additional tourist
areas that will enhance our reputation as a world-class company that develops
and manages tourist attractions.  These acquisitions will be financed
either through revenues of the Company or by financings and sales of the
Company’s stock or other securities.  In addition, the Company expects
to roll out a “chain” travel agency that attracts many Chinese tourists, both
foreigners and Chinese natives exploring other Chinese cities, and will link
each of its tourist attractions and self-promote each
attraction.  This will be accomplished by offering tours of multiple
tourist attractions and travel between these tourist attractions.





With
respect to the mass media, we expect to grow by acquiring another operating
television network.  We will be looking to acquire a provincial-level
educational TV station.





PLAN
OF OPERATIONS





Quantitative and Qualitative
Disclosures about Market Risk





Interest Rates. Our exposure
to market risk for changes in interest rates relates primarily to our short-term
investments and short-term obligations; thus, fluctuations in interest rates
would not have a material impact on the fair value of these securities. At
December 31, 2007, we had approximately $726,631 in cash and cash equivalents.
 A hypothetical 10% increase or decrease in interest rates would not have a
material impact on our earnings or loss, or the fair market value or cash flows
of these instruments.





Foreign Exchange Rates. The
majority of our revenues derived and expenses and liabilities incurred are in
Renminbi (the currency of the PRC). Thus, our revenues and operating results may
be impacted by exchange rate fluctuations in the currency of
Renminbi.  We have not tried to reduce our exposure to exchange rate
fluctuations by using hedging transactions.  However, we may choose to do
so in the future.  We may not be able to do this successfully.
 Accordingly, we may experience economic losses and negative impacts on
earnings and equity as a result of foreign exchange rate fluctuations.  The
effect of foreign exchange rate fluctuation during the year ended
December 31, 2006 was not material to us.







12
 Table of Contents




ITEM 7. FINANCIAL
STATEMENTS




CHINA
YIDA HOLDING CO. AND SUBSIDIARIES
  FOR
THE YEARS ENDED DECEMBER 31, 2007
  CONTENTS
 
 
 PAGE
              F-1
              REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
              F-2
              BALANCE
      SHEETPAGE
              F-3
              STATEMENT
      OF OPERATIONSPAGE
              F-4
              STATEMENT
      OF CHANGES IN STOCKHOLDERS’ DEFICIENCYPAGE
              F-5
              STATEMENT
      OF CASH FLOWSPAGES
              F-6
      - F-20
              NOTES
      TO FINANCIAL STATEMENTS













Report
of Independent Registered Public Accounting Firm
  
 
 Board of
Directors and Stockholders of
 China
Yida Holding Co. and subsidiaries
 
 We have
audited the accompanying consolidated balance sheet of China Yida Holding Co.
and Subsidiaries as of December 31, 2007, and the related consolidated
statements of income, stockholders' equity, and cash flows for the two year
periods ended December 31, 2007. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audit.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. 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 consolidated 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 consolidated financial position of China Yida
Holding Co. and Subsidiaries as of December 31, 2007, and the consolidated
income statements and their consolidated cash flows for the two year periods
ended December 31, 2007, in conformity with U.S. generally accepted accounting
principles.
 
 
 
 /s/
Kabani & Company, Inc.
 Certified
Public Accountants
 
 Los
Angeles, California
 March 10,
2008




F-1
 Table of Contents




CHINA
      YIDA HOLDING CO. AND SUBSIDIARIESCONSOLIDATED
      BALANCE SHEETDECEMBER
      31, 2007ASSETSCurrent
      assetsCash
      and cash equivalents
              
              $
              726,631Accounts
      receivable
              
              
              21,965Other
      receivables, net
              
              
              36,532Amount
      due from related party
              
              
              351,450Prepayments
              
              
              24,173Total
      current assets
              
              
              1,160,751Property,
      plant and equipment, net
              
              
              8,184,546Construction
      in progress, net
              
              
              278,803Intangible
      assets, net
              
              
              3,956,885Advances
              
              
              9,459,052Total
      assets
              
              $
              23,040,037LIABILITIES AND
      SHAREHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
              
              $
              170,226Other
      payable
              
              
              449,507Unearned
      revenue
              
              
              135,945Accrued
      payroll
              
              
              70,762Tax
      payables
              
              
              1,626,099Loan
      payable, short term
              
              
              1,919,228Total
      current liabilities
              
              
              4,371,767Stockholders'
      equityPreferred
      stock (10,000,000 shares authorized, 0 shares issued and outstanding, par
      value $0.001 per share,
      no voting rights)
              
              
              -Common
      stock (100,000,000 shares authorized and 99,999,547 issued and
      outstanding, par value $0.001 per share,
      non-cumulative voting)
              
              
              100,000Additional
      paid in capital
              
              
              8,501,847Accumulated
      other comprehensive income
              
              
              1,004,344Retained
      earning
              
              
              9,062,079Total
      stockholders' equity
              
              
              18,668,270Total
      liabilities and stockholders' equity
              
              $
              23,040,037




The accompanying notes are
an integral part of these consolidated financial statements.
   F-2
 Table of Contents


CHINA
      YIDA HOLDING CO. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF OPERATIONFOR
      THE YEARS ENDED DECEMBER 31, 2007 AND 2006DECEMBER
      31,2007
              
              
              2006Net
      revenueAdvertisement
              
              $
              12,246,964
              
              
              $
              7,651,441Tourism
              
              
              2,330,801
              
              
              
              2,560,392Total
              
              
              14,577,765
              
              
              
              10,211,833Cost
      of revenue (exclusive
      of depreciation shown separately below)Advertisement
              
              
              2,000,684
              
              
              
              2,205,646Tourism
              
              
              70,726
              
              
              
              78,782Total
              
              
              (2,071,409
              )
              
              
              (2,284,428
              )Gross
      profit
              
              
              12,506,356
              
              
              
              7,927,405Operating
      expensesSelling
      expenses
              
              
              973,459
              
              
              
              765,118Operating
      and administrative expenses
              
              
              2,622,417
              
              
              
              1,075,194Total
      operating expenses
              
              
              3,595,876
              
              
              
              1,840,312Income
      from operations
              
              
              8,910,480
              
              
              
              6,087,093Other
      (income) expenseOther
      income - donation income
              
              
              (2,437,333
              )
              
              
              -Other
      expenses
              
              
              8,869
              
              
              
              19,801Interest
      expense
              
              
              221,058
              
              
              
              250,240Interest
      income
              
              
              (1,775
              )
              
              
              (2,347
              )Finance
      expense
              
              
              4,742
              
              
              
              2,763Total
      other (income) expense
              
              
              (2,204,440
              )
              
              
              270,457Income
      before income taxes
              
              
              11,114,920
              
              
              
              5,816,636Provision
      for income taxes
              
              
              136,770
              
              
              
              -Net
      income
              
              
              10,978,150
              
              
              
              5,816,636Other
      comprehensive incomeForeign
      currency translation gain (loss)
              
              
              961,760
              
              
              
              92,640Comprehensive
      income
              
              $
              11,939,910
              
              
              $
              5,909,276Basic
      and diluted weighted average shares outstanding
              
              
              94,458,588
              
              
              
              81,606,305Basic
      and diluted net earnings per share
              
              $
              0.12
              
              
              $
              0.07The
      basic and diluted shares are the same because there is no dilutive
      shares.




The accompanying notes are
an integral part of these consolidated financial statements.




F-3
 Table of Contents




CHINA
      YIDA HOLDING CO. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF CASH FLOWSFOR
      THE YEARS ENDED DECEMBER 31, 2007 AND 20062007
              
              
              2006CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Income
              
              $
              10,978,150
              
              
              $
              5,816,636Depreciation
              
              
              357,066
              
              
              
              90,267Amortization
              
              
              183,333
              
              
              
              146,340(Increase)
      / decrease in assets:Accounts
      receivables
              
              
              156,113
              
              
              
              (105,870
              )Other
      receivables
              
              
              1,081,853
              
              
              
              2,475,620Prepayments
              
              
              (17,636
              )
              
              
              (242,904
              )Inventories
              
              
              -
              
              
              
              6,021Advances
              
              
              (8,812,439
              )
              
              
              -Accounts
      payable
              
              
              (72,670
              )
              
              
              (80,840
              )Tax
      payable
              
              
              1,031,136
              
              
              
              464,876Unearned
      revenue
              
              
              101,934
              
              
              
              (203,214
              )Accrued
      payroll
              
              
              28,563
              
              
              
              16,509Other
      payable
              
              
              (580,370
              )
              
              
              (447,640
              )Total
      Adjustments
              
              
              (6,543,117
              )
              
              
              2,119,165Net
      cash provided by operating activities
              
              
              4,435,033
              
              
              
              7,935,801CASH
      FLOWS FROM INVESTING ACTIVITIESAcquisition
      of property & equipment
              
              
              (188,013
              )
              
              
              (3,100,186
              )Proceeds
      from loan to related party
              
              
              595,290
              
              
              
              2,814,469Increase
      of construction in progress
              
              
              (2,395,927
              )
              
              
              (2,532,393
              )Net
      cash used in investing activities
              
              
              (1,988,651
              )
              
              
              (2,818,110
              )CASH
      FLOWS FROM FINANCING ACTIVITIESCash
      contributed
              
              
              -
              
              
              
              1,741,293Payments
      of loan from related party
              
              
              (1,748,987
              )
              
              
              (8,147,120
              )Proceeds
      of (payments to) loan
              
              
              (2,103,658
              )
              
              
              3,385,244Net
      cash used in financing activities
              
              
              (3,852,644
              )
              
              
              (3,020,583
              )EFFECT
      OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
              
              
              (83,017
              )
              
              
              47,633NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
              
              
              (1,489,279
              )
              
              
              2,144,741CASH
      AND CASH EQUIVALENTS, BEGINNING BALANCE
              
              
              2,215,910
              
              
              
              71,169CASH
      AND CASH EQUIVALENTS, ENDING BALANCE
              
              $
              726,631
              
              
              $
              2,215,910SUPPLEMENTAL
      DISCLOSURES:Cash
      paid during the year for:Income
      tax payments
              
              $
              -
              
              
              $
              -Interest
      payments
              
              $
              221,058
              
              
              $
              252,240




The accompanying notes are
an integral part of these consolidated financial statements.






F-4
 Table of Contents




CHINA
      YIDA HOLDING CO. AND SUBSIDIARIESCONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ EQUITYFOR
      THE YEARS ENDED DECEMBER 31, 2007, AND 2006#
      of shares of common stock outstanding
              
              
              Common
      stock
              
              
              Additional
      paid in capital
              
              
              Other
      comprehensive income
              
              
              Retained
      earning (accumulated deficit)
              
              
              TotalBalance
      at January 1, 2006
              
              
              75,380,968
              
              
              $
              75,381
              
              
              $
              6,747,643
              
              
              $
              (50,056
              )
              
              $
              (7,732,707
              )
              
              $
              (959,739
              )Cash
      contributed
              
              
              18,634,999
              
              
              
              18,635
              
              
              
              1,760,188
              
              
              
              -
              
              
              
              -
              
              
              
              1,778,823Foreign
      currency translation
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              92,640
              
              
              
              -
              
              
              
              92,640Net
      income for the year ended December 31, 2006
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              5,816,636
              
              
              
              5,816,636Balance
      at December 31, 2006
              
              
              94,015,967
              
              
              
              94,016
              
              
              
              8,507,831
              
              
              
              42,584
              
              
              
              (1,916,071
              )
              
              
              6,728,360Recapitalization
              
              
              5,983,580
              
              
              
              5,984
              
              
              
              (5,984
              )
              
              
              -
              
              
              
              -
              
              
              
              -Foreign
      currency translation
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              961,760
              
              
              
              -
              
              
              
              961,760Net
      income for the year ended December 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              10,978,150
              
              
              
              10,978,150Balance
      at December 31, 2007
              
              
              99,999,547
              
              
              $
              100,000
              
              
              $
              8,501,847
              
              
              $
              1,004,344
              
              
              $
              9,062,079
              
              
              $
              18,668,270




The accompanying notes are
an integral part of these consolidated financial statements.




F-5
 Table of Contents




CHINA
YIDA HOLDING CO. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
  1.ORGANIZATION
AND DESCRIPTION OF BUSINESS
  China
Yida Holding Co. (“the Company”, “we”, “us”, “our”) was formerly a provider of
commercial reservation systems and integrated software solutions for low fare,
regional, and mid-sized airlines. On November 17, 2006, subject to the terms of
the Court Order issued by the Court of Queen's Bench of the Province of New
Brunswick, all assets of the Canadian Subsidiaries were sold to 627450 New
Brunswick Inc.
  We were
originally incorporated on June 4, 1999 as Apta Holdings, Inc. (“Apta”) in the
State of Delaware.  In August of 2003, the Company changed its name
from Apta Holdings, Inc. to InteliSys Aviation Systems of America Inc ("IASA"),
pursuant to a consent of the Company's shareholders, to better reflect its new
business activities.
  IASA was
incorporated on June 4, 1999 in the State of Delaware.  IASA was
formerly engaged in two lines of business: owning and operating income producing
real estate, and a finance business which originated and serviced loans to
individuals and to businesses.  The real estate business was spun off
in 2000. The finance business was sold prior to December 31, 2002.
  On
December 31, 2002,  IASA acquired 100% of the issued
and  outstanding  common stock
of  CONVERGix,  Inc. ("CONVERGix"),  a Canadian
corporation,  pursuant to a
share  exchange  agreement  dated  November
22, 2002.  Under the share exchange agreement,  IASA
issued  3,295,000 shares of its common stock plus 21,788,333 of Class
B Special  "exchangeable  shares" of
Intelisys  Acquisition,  Inc., a 100% owned subsidiary of
IASA. The exchangeable shares have equal voting rights and equal economic value
as IASA common stock.  These  exchangeable  shares
may be exchanged  by the  holder at any time on
a  one-for-one  basis  for IASA  common
stock,  and if not exchanged  prior to December 31,
2012,  will be exchanged for IASA common stock on that date. As a
result of the merger, the shareholders of CONVERGix are now shareholders of
IASA. In conjunction with the merger, all of the directors and officers of IASA
resigned and the shareholders have appointed a new board of directors and
officers, which consists of the directors and officers of
CONVERGix.
  The
merger was accounted for as a reverse acquisition and resulted in CONVERGix
becoming the accounting acquirer, whereby the historical financial statements of
IASA have become those of CONVERGix.
  In
conjunction with the merger and  recapitalization of CONVERGix,
CONVERGix's 25,083,333  issued and outstanding  common stock
were  reclassified  into common stock  of IASA
or  exchangeable  shares  of  Intelisys  Acquistion  Inc.,  which
represent IASA common stock  equivalents.  Because IASA was
inactive at December 31, 2002, net assets acquired were Nil.
  CONVERGix
is incorporated under the New
Brunswick  Business  Corporations Act in Canada and is a
holding  company,  which  holds  investments  in
two  subsidiary companies whose business activities include
developing,  marketing, installation and support of a suite of
aviation enterprise software for the global market.
  CONVERGix was incorporated
on January 18, 2001 in connection with a corporate reorganization of its two
subsidiary companies, Cynaptec Information Systems Inc. and InteliSys Aviation
Systems Inc. Following this reorganization, CONVERGix owns 100% of the issued
and outstanding common shares of Cynaptec Information Systems Inc. and 53%
of the issued and outstanding common shares of InteliSys Aviation System Inc.
On March 31, 2001, the Company abandoned its operations in Cynaptec
Information Systems Inc. in order to concentrate on the development and
marketing of the "Amelia" software product developed by InteliSys Aviation
Systems Inc.
  Cynaptec
Information Systems Inc. owns 47% of the issued and outstanding common shares of
InteliSys Aviation Systems Inc.
   F-6
 Table of Contents
 CHINA
YIDA HOLDING CO. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
  The
reorganization on January 18, 2001 did not result in a change of control of
Cynaptec Information Systems Inc. and InteliSys Aviation Systems
Inc.
  The
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America and
include the following significant accounting policies:
  On June
29, 2006, all subsidiaries of the Company (the "Registrant") which were
incorporated in Canada filed with the Queens Bench of the Province of New
Brunswick, Canada, a Notice of Intention to make a proposal under the Canadian
Bankruptcy and Insolvency Act (the "Notice of Intention"). Such subsidiaries
were the following (the "Canadian Subsidiaries"): Convergix Inc.; Cynaptec
Information Systems Inc.; Intelisys Aviation Systems Inc,; Intelisys Acquisition
Inc.; and Intelisys (NS) Co.
  On
October 4, 2006, the proposal submitted by InteliSys Aviation Systems of America
Inc. (the "Registrant") and its subsidiaries in the Court of Queen's Bench of
the Province of New Brunswick, Canada was approved by the Court. Pursuant to
such proposal, a new company consisting of the existing employees of the
Registrant and a group of new equity investors ("Newco") acquired all the assets
of the subsidiaries of the Registrant ( the "Subsidiaries"). The considerations
of such purchase consisted of $ 200,000 CDN in cash and $250,000 CDN in 3-year
8% notes issued by Newco (the "Newco Notes"). Such notes were secured by all the
assets of Newco.
  In  accordance
with the  terms  of
the  proposal,  the  secured  claims  of
the creditors  of
the  Subsidiaries  were  assumed by
Newco  (there  were no secured creditors  of
the  Registrant).  The  unsecured  claims
of the  creditors of the
Registrant  received  $1,250  CDN
within  two  months of
court  approval  of the proposal.  After
the  payment of fees and any taxes owed  pursuant to the
Income Tax Act (Canada),  the Class A Unsecured Creditors of the
Subsidiaries  received $150 CDN in cash for
each  claim,  the  balance  of cash from
the sale of assets after  payment to
secured  creditors  and
the  balance  thereof by having  their
respective  proportion  share of
the  Newco  Notes.  The Class
B  Creditor  (the Registrant)  did
not  receive  any  cash
or  Newco  notes  from  the sale of the
subsidiaries. The Class C creditors (the employees of the subsidiaries) received
$50,000 CDN in Newco notes distributed on a prorata basis.
  As a
result of the approval of the proposal by the Court of Queen's Bench of the
Province of New Brunswick, Canada, on October 6, 2006 the Court issued a Court
Order ordering the sale of all assets of the subsidiaries to Newco subject to
conditions of the proposal.
  On
November  17,  2006,  subject to the terms of the
Court  Order  issued by the Court
of  Queen's  Bench of the  Province  of
New  Brunswick,  all assets of the
Canadian  Subsidiaries  were sold to 627450
New  Brunswick  Inc. The Company has started the process of
dissolving the Canadian Subsidiary companies.
  Subsequent
to November 17, 2006, the Company (InteliSys Aviation Systems of America, Inc.)
became a public shell whose business plan contemplated merger with an
unidentified Company or Companies.  The merger between Keenway Limited
and Intllisystem facilitated the merger with the operating
company.  The Merger was accomplished by means of a share exchange in
which the Keenway Shareholders exchanged all of their stock in Keenway for the
transfer and additional issuance of our common stock.  Under the terms
of the Exchange Agreement and as a result of the Merger:
 
 
                Keenway
      became our wholly owned subsidiary;·In
      exchange for all of their shares of Keenway common stock, the Keenway
      Shareholders received 90,903,246 newly issued shares of our common stock
      and 3,641,796 shares of our common stock which was transferred from
      certain InteliSys Shareholders;
 
 ·Immediately
      following the closing of the Merger, the Keenway Shareholders own
      approximately 94.5% of our issued and outstanding shares on a fully
      diluted basis.
 On May
17, 2007 shareholders of Special Class B "Exchangeable Shares" in IYSA's wholly
owned subsidiary Intelisys Acquisition Inc were exchanges on a one-for-one basis
for IYSA common shares. A total of 20,288,33 IYSA common shares were
issued.
  On May 3,
2007 the Company filed a Preliminary Proxy Statement to notify shareholders of a
Special Meeting. The purpose of the meeting was to vote on the following
matters: (1)To grant discretionary authority to our board of directors
to  implement  a reverse  stock  split
of our  common  stock on the basis of one
post-consolidation  share for up to each [ten] pre-consolidation
shares to occur at some time within  twelve  months of the
date of the  meeting,  with the exact amount and time of the
reverse split to be determined by the Board of Directors; and (2)
to  transact  such other  business as
may  properly be brought  before a special meeting of the
shareholders of our Company or any adjournment thereof.
   F-7
 Table of Contents
  CHINA
YIDA HOLDING CO. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 The
Special Meeting of the stockholders of Intelisys Aviation Systems of America
Inc. (the "Company") was held at 815 Bombardier Street, Shediac, New Brunswick,
Canada, E4P1H9 on June 20, 2007 at 10:00 am local time pursuant to notice given
in accordance with the by-laws of the Company, the applicable rules and
regulations of the Delaware General Corporation Law and the Securities and
Exchange Commission. The Chair requested that the Secretary report on whether
notice had been properly given in accordance with the bylaws. The Secretary
reported that the meeting was held pursuant to printed notice mailed on May 21,
2007 to each stockholder of record of the Company as of May 18, 2007, who is
entitled to vote. The Chair requested that the Secretary report as to whether a
quorum existed. The Secretary reported that the record date for the Meeting had
been previously established by the Board as May 18, 2007 (the "Record Date"),
and that on the Record Date, an aggregate of 90,967,531 votes (the "Voting
Shares") were entitled to be cast by shareholders at the Meeting. The Secretary
further reported that the Voting Shares are comprised of 90,967,531 shares of
the Company's Common Stock that were issued and outstanding as of the Record
Date which are entitle at the Meeting to one vote for each shares of Common
Stock held on the Record Date.
  The
Secretary then reported that 59,755,906 Voting Shares of the Company were
represented at the Meeting in person or by proxy, which shares constituted
65.69% of the issued and outstanding Voting Shares. The Secretary then declared
that a quorum was present and that the meeting was duly constituted and should
proceed.
  57,822,757
Voting Shares, representing 63.56% of the issued and outstanding share capital
of the Company, voted to approve the resolution set forth below, and 1,841,514
Voting Shares, representing 2.02% of the issued and outstanding share capital,
voted against the resolution set forth below:  Accordingly, the
following resolution is hereby approved:
  "RESOLVED,
that the Board is granted discretionary authority to implement a reverse stock
split of our common stock on the basis of one post-consolidation share for up to
each ten pre-consolidation  shares to occur at some time within twelve
months of the date of the meeting,  with the exact amount and time of
the reverse split to be determined by the Board of Directors."
  Keenway
Limited was incorporated under the laws of the Cayman Islands on May 9, 2007 for
the purpose of functioning as an off-shore holding company to obtain ownership
interests in Hong Kong Yi Tat International Investment Co., Ltd.  Its
registration number is CR-187088, and its registered address of Scotia Centre,
4th Floor, P. O. Box 2804, George Town, Grand, Cayman, KY1-1112, Cayman
Islands.
  Mr. CHEN
Minhua and Ms. FAN Yanling, his spouse, were majority shareholders of Keenway,
prior to the Merger.
  On
November 19, 2007, Chen Minhua, Fan Yanling, Extra Profit International Limited,
Luck Glory International Limited, and Zhang Xinchen (collectively, the Keenway
Shareholders”), Keenway Limited, Hong Kong Yi Tat and we entered into a
definitive Share Exchange Agreement (“Exchange Agreement”) which resulted in
Keenway becoming our wholly owned subsidiary (the “Merger”).  The
Merger was accomplished by means of a share exchange in which the Keenway
Shareholders exchanged all of their stock in Keenway for the transfer and
additional issuance of our common stock.  Under the terms of the
Exchange Agreement and as a result of the Merger:
  Keenway
became our wholly owned subsidiary;
  In
exchange for all of their shares of Keenway common stock, the Keenway
Shareholders received 90,903,246 newly issued shares of our common stock and
3,641,796 shares of our common stock which was transferred from certain
InteliSys Shareholders;
  Immediately
following the closing of the Merger, the Keenway Shareholders own approximately
94.5% of our issued and outstanding shares on a fully diluted
basis.
 
 This
transaction closed on November 19, 2007.
  Hongkong
Yi Tat was established on July 28, 2000, under the laws of Hong Kong Special
Administration Region, with its registered office at RM1302-3 13/F, Crocodile
House II, 55 Connaught Road Central HK, and its certificate number of
31123140-000-07-06-7.
  Fujian
Jintai Tourism Developments Co.Ltd (“Jintai”) is incorporated on October 29,
2001 under the laws of PRC and located in Taining County, Fujian Province in
China. It mainly engages in tourism developments, ethnic culture communication,
timeshare resorts operation, souvenirs sales, and related tourism services. It
has gained 30 years of management rights (from 2001 to 2031) to manage the Big
Golden Lake in Fujian province, one of the 7 best Danxia landforms in
China.   Jintai Tourism entered into an operating agreement, Big
Golden Lake Tourism Project, with the management committee of Fujian Taining
Jinhu Tourism Economic Developing District in 2001. Pursuant to the agreement,
Jintai Tourism has had the operation right of province park in the Big Golden
Lake Tourism Project for 31 years, including the landscapes of Golden Lake,
Shangqinxin, Zhuangyuanyan and etc. The transferring fee of the operation right
of province park was $4,785,278 (RMB35 million). Jintai Tourism may enjoy the
revenue generated from tickets sold and other income generated from the
affiliated resort and the services provided.  The Company booked the
operation right of landscapes as intangible assets with the original cost
amounting to $4,785,278 (RMB35 million). The operation right of landscape was
equally amortized in 31 years starting in 2001. The Company booked amortization
expense under “General and Administration expense” as of December 31,
2007.
   F-8
 Table of Contents
  CHINA
YIDA HOLDING CO. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 The
Company owns 100% shares of Jintai, and holds variable interest in Fujian
Jiaoguang Media Co.Ltd and holds variable interest in Fuyu through
Jintai.
  Fuzhou
Hongda Co. Ltd. (“Hongda”) is incorporated on July 6, 2007, under the laws of
PRC and located in Fuzhou City. Hongda is a 100% owned company of
Jintai.
  Fuzhou
Fuyu Media Co. Ltd. (“Fuyu”) is incorporated on July 31, 2007, under the laws of
PRC and located in Fuzhou City. On November 5, 2007, Fuyu is acquired by Hongda
which is owned byJintai, thus becomes 100% owned by the Company through
Jintai.
  Fujian
Jiaoguang Media Co.Ltd (“Jiaoguang”) is incorporated on October 9, 2004 under
the laws of PRC and located in Fuzhou City, Fujian Province in China. It mainly
engages in advertisement, publishing, exhibition, cultural communication and
coordinating  cultural performance as an agent. Jiaoguang did not
hold, lease, or otherwise account for broadcasting licenses with the Chinese
government.   It has gained 7 years of managing rights of Fujian
Education TV advertisement (from 2003 to 2010), and has option to another 5
years’ management.
  On
December 30, 2004, Jiaoguang and its shareholders entered into a set of
Contractual Arrangements with the Company. The relationships with the Company
and its shareholders are governed by the Contractual Arrangements.
  The
Contractual Arrangements are comprised of a series of agreements, including a
Consulting Agreement and an Operating Agreement, through which the Company has
the right to advise, consult, manage and operate Jiaoguang, and collect and own
all of Jiaoguang’s respective net profits. Additionally, under a Proxy and
Voting Agreement and a Voting Trust and Escrow Agreement, the shareholders of
Jiaoguang have vested their voting control over Jiaoguang to the Company. In
order to further reinforce the Company’s rights to control and operate
Jiaoguang, Jiaoguang and its shareholders have granted the Company, under an
Option Agreement, the exclusive right and option to acquire all of their equity
interests in the Jiaoguang or, alternatively, all of the assets of the
Jiaoguang. Further, the shareholders of Jiaoguang have pledged all of their
rights, titles and interests in the Jiaoguang to the Company under an Equity
Pledge Agreement.
  Because
Jiaoguang and the Company’s contractual relationship comply with FIN 46R, the
Company consolidated Jiaoguang’s financial statements as VIE. As of December 31,
2006, the Company has consolidated Jiaoguang’s financial statements for the two
years ended December 31, 2006 and 2005 in the accompanying financial
statements.
  The
Company did consolidate the financial statements of Jiaoguang Media as of and
for the year ended, December 31, 2007.
  F-9
 Table of Contents
  CHINA
YIDA HOLDING CO. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 The
Company consolidated the financial statements of Jiaoguang as of, and for the
year ended December 31, 2007 because Jiaoguang and the Company’s contractual
relationship comply with FIN 46R. Jiaoguang was authorized to acquire programs
and produce programs for FETV. The costs incurred in acquiring and producing
programs accounts as the Cost of Revenue and Jiaoguang did not net agency
commissions against advertising revenue.
  2.BASIS
OF PRESETATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
  a.Principle of
consolidation
  The
accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries Jintai, Fuyu, Hongda, and the accounts
of the variable interest entities, Jiaoguang, collectively “the Company”. All
significant inter-company accounts and transactions have been eliminated in
consolidation.
  The
Company has adopted FASB Interpretation No. 46R "Consolidation of Variable
Interest Entities" ("FIN 46R"), an Interpretation of Accounting Research
Bulletin No. 51. FIN 46R requires a Variable Interest Entity (VIE) to be
consolidated by a company if that company is subject to a majority of the risk
of loss for the VIE or is entitled to receive a majority of the VIE's residual
returns. VIEs are those entities in which the Company, through contractual
arrangements, bears the risks of, and enjoys the rewards normally associated
with ownership of the entities, and therefore the company is the primary
beneficiary of these entities. The results of subsidiaries or variable
interest entities acquired during the year are included in the consolidated
income statements from the effective date of acquisition.
 
 ACCOUNTING
AFTER INITIAL MEASUREMENT OF VIE - Subsequent accounting for the assets,
liabilities, and non-controlling interest of a consolidated variable interest
entity are accounted for as if the entity were consolidated based on voting
interests and the usual accounting rules for which the VIE operates are
applied as they would to a consolidated subsidiary as follows:
 
 ·carrying amounts of
the VIE are consolidated into the financial statements of the Company as the
primary beneficiary (referred as "Primary Beneficiary" or
"PB");
  ·inter-company
transactions and balances, such as revenues and costs, receivables and payables
between or among the Primary Beneficiary and the VIE(s) are eliminated in their
entirety; and
 
 INITIAL
MEASUREMENT OF VIE- The Company initially measures the assets, liabilities, and
non-controlling interests of the VIEs at their fair values at the date of the
acquisitions.
  b.Use of
estimates
  The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and the amount of revenues and
expenses during the reporting periods. Management makes these estimates using
the best information available at the time the estimates are made. However,
actual results could differ materially from those results.
  c.Cash and cash
equivalents
  For
Statement of Cash Flows purposes, the Company considers all cash on hand and in
banks, including accounts in book overdraft positions, certificates of deposit
and other highly-liquid investments with maturities of three months or less,
when purchased, to be cash and cash equivalents.
  d.Accounts
receivable
  The
Company's policy is to maintain reserves for potential credit losses on accounts
receivable. Management reviews the composition of accounts receivable and
analyzes historical bad debts, customer concentrations, customer credit
worthiness, current economic trends and changes in customer payment patterns to
evaluate the adequacy of these reserves. As of December 31, 2007, the Company
had accounts receivable of $21,965.
  e.Prepayments
  The
Company advances to certain vendors for purchase of its material and necessary
service. As of December 31, 2007, the prepayments amounted to
$24,173.
  f.Property, plant and
equipment
  Property,
plant and equipment are recorded at cost. Gains or losses on disposals are
reflected as gain or loss in the year of disposal. The cost of improvements that
extend the life of plant, property, and equipment are capitalized. These
capitalized costs may include structural improvements, equipment, and fixtures.
All ordinary repair and maintenance costs are expensed as incurred.
   F-10
 Table of Contents
   CHINA
YIDA HOLDING CO. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
  Depreciation
for financial reporting purposes is provided using the straight-line method over
the estimated useful lives of the assets: 5 to 20years for house&building; 5
to 8 years for electronic equipment, 8years for transportation equipment, 5 to
8years for office furniture, 26 years for lease improvements.
  g.Impairment
  The
Company applies the provisions of Statement of Financial Accounting Standard No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS No.
144"), issued by the Financial Accounting Standards Board ("FASB"). FAS No. 144
requires that long-lived assets be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable through the estimated undiscounted cash flows expected to result
from the use and eventual disposition of the assets. Whenever any such
impairment exists, an impairment loss will be recognized for the amount by which
the carrying value exceeds the fair value.
  The
Company tests long-lived assets, including property, plant and equipment,
intangible assets and construction in progress, for recoverability at least
annually or more frequently upon the occurrence of an event or when
circumstances indicate that the net carrying amount is greater than its fair
value. Assets are grouped and evaluated at the lowest level for their
identifiable cash flows that are largely independent of the cash flows of other
groups of assets. The Company considers historical performance and future
estimated results in its evaluation of potential impairment and then compares
the carrying amount of the asset to the future estimated cash flows expected to
result from the use of the asset. If the carrying amount of the asset exceeds
estimated expected undiscounted future cash flows, the Company measures the
amount of impairment by comparing the carrying amount of the asset to its fair
value. The estimation of fair value is generally measured by discounting
expected future cash flows as the rate the Company utilizes to evaluate
potential investments. The Company estimates fair value based on the information
available, judgments and projections are considered necessary. There was no
impairment of long-lived assets for the year ended December 31,
2007.
  h.Revenue
recognition
  The
Company's revenue recognition policies are in compliance with Staff accounting
bulletin (SAB) 104.Sales revenue is recognized at the date of service rendered
to customers when a formal arrangement exists, the price is fixed or
determinable, the services rendered, no other significant obligations of the
Company exist and collectibility is reasonably assured. Payments received before
all of the relevant criteria for revenue recognition are satisfied are recorded
as unearned revenue. Unearned revenue amounted to $135,945 as of December 31,
2007.
  Revenues
from advance resort ticket sales are recognized when the tickets are used.
Revenues from the companies who have tourism contracts with the company are
generally recognized over the period of the applicable agreements commencing
with the opening of the related attraction. As of December 31, 2007, the
Company did not generate revenue from ethnic culture communications, timeshare
resorts operations, souvenir sales and the related tourism
service.
 
 The
Company sells the television air time to third parties. The company records
advertising sales when advertisements are aired. The Company also sells
admission and activities tickets for a resort which the Company has the
management right.
  The
Company has no product return or sales discount allowance because service
rendered and accepted by customers are normally not returnable and sales
discount is normally not granted after service is rendered.
 
  F-11
 Table of Contents
  CHINA
YIDA HOLDING CO. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
  i.Advertising
costs
  The
Company expenses the cost of advertising as incurred or, as appropriate, the
first time the advertising takes place. Advertising costs for the years ended
December 31, 2007 and 2006 were $148,000 and $81,181, respectively.
  There is
a contract in force for the period of August 1, 2003 to July 31, 2010 between a
related party (Xinhengji, XHJ) and a Television Station (Owned by The Chinese
Government) that provides for prepaid airtime to be purchased and utilized by
the related party in return for payment of RMB 5,000,000 and purchase of
suitable programming for the station in the amount of an additional RMB
5,000,000 (Educational Programming).  XHJ is 80% owned by a
shareholder of the company and 20% owned by the shareholder’s
mother.
  Xinghenji
(“XHJ”) has contracted with the Company to enable it to own the rights to sell
commercial advertising minutes on FETV television stations. This right was
acquired by the Company under the provisos of a year term with total cost of
$657,393 (RMB5,000,000). The total value of the arrangement is charged on a
monthly basis, no intangible assets have been recorded in this regard.  The
Company records the right in the amount of $54,783 (RMB416,667) as cost of
revenue against advertisement revenue monthly.,
  As a
coincidental part of the arrangement the Company is obligated to purchase
appropriate television programming for FETV station.  XHJ is obligated to
reimburse the registrant for up to $657,393 (RMB 5,000,000) for the purchase of
the television programs. If the amount paid for purchasing programs is more than
$657,393 (RMB 5,000,000) the Company bears the excess cost.  These are
the significant provisions of the contract and do not include any agency
relationships.
  The
Company has recorded a receivable from XHJ for the amount of purchasing programs
for FETV up to the aforementioned $657,393 (RMB 5,000,000). To the extent the
Company has expended in excess of  $657,393 (RMB 5,000,000) in
connection with the purchase of programming, this amount is borne by the
Company.
  j.Income
taxes
  The
Company accounts for income taxes using tax payable approach which did not need
the recognition and measurement of deferred tax assets.
  k.Foreign currency
translation
  The
Company uses the United States dollar ("U.S. dollars") for financial reporting
purposes. The Company's subsidiaries maintain their books and records in their
functional currency, being the primary currency of the economic environment in
which their operations are conducted. In general, for consolidation purposes,
the Company translates the subsidiaries' assets and liabilities into U.S.
dollars using the applicable exchange rates prevailing at the balance sheet
date, and the statement of income is translated at average exchange rates during
the reporting period. Gain or loss on foreign currency transactions are
reflected on the income statement. Gain or loss on financial statement
translation from foreign currency are recorded as a separate component in the
equity section of the balance sheet, as component of comprehensive income. The
functional currency of the Company is Chinese Renminbi.
  l.Fair values of financial
instruments
  Statement
of Financial Accounting Standard No. 107, "Disclosures about Fair Value of
Financial Instruments", requires that the Company disclose estimated fair values
of financial instruments.
  The
Company's financial instruments primarily consist of cash and cash equivalents,
accounts receivable, other receivables, advances to suppliers, accounts payable,
other payable, tax payable, and related party advances and
borrowings.
  As of the
balance sheet dates, the estimated fair values of the financial instruments were
not materially different from their carrying values as presented on the balance
sheet. This is attributed to the short maturities of the instruments and that
interest rates on the borrowings approximate those that would have been
available for loans of similar remaining maturity and risk profile at respective
balance sheet dates.
    F-12
 Table of Contents
   CHINA
YIDA HOLDING CO. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
  m.Earning per share
(EPS)
  Earnings
per share is calculated in accordance with the Statement of financial accounting
standards No. 128 (SFAS No. 128), Earnings per share. SFAS No. 128 superseded
Accounting Principles Board Opinion No.15 (APB 15). Earnings per share for all
periods presented has been restated to reflect the adoption of SFAS No. 128.
Basic earnings per share is based upon the weighted average number of common
shares outstanding. Diluted earnings per share is based on the assumption that
all dilutive convertible shares and stock options were converted or exercised.
Dilution is computed by applying the treasury stock method. Under this method,
options and warrants are assumed to be exercised at the beginning of the period
(or at the time of issuance, if later), and as if funds obtained thereby were
used to purchase common stock at the average market price during the
period.
  n.Segment
reporting
  Statement
of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure About
Segments of an Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for making operating decisions and assessing performance. Reportable segments
are based on products and services, geography, legal structure, management
structure, or any other manner in which management disaggregates a
company.
  During
the years ended December 31, 2007 and 2006, the Company is organized into two
main business segments: tourism and advertisement. The following table presents
a summary of operating information and certain year-end balance sheet
information for the years ended December 31, 2007 and 2006:
  Years
      ended December 31,2007
              
              
              2006Revenues
      from unaffiliated customers:advertisement
              
              $
              12,246,964
              
              
              $
              7,651,441tourism
              
              
              2,330,801
              
              
              
              2,560,392Consolidated
              
              $
              14,577,765
              
              
              $
              10,211,833Operating
      income :advertisement
              
              $
              8,996,777
              
              
              $
              5,017,857tourism
              
              
              467,452
              
              
              
              1,069,236Consolidated
              
              $
              9,464,229
              
              
              $
              6,087,093Identifiable
      assets:advertisement
              
              $
              19,130,165
              
              
              $
              8,095,839tourism
              
              
              8,961,883
              
              
              
              4,185,733Consolidated
              
              $
              28,092,048
              
              
              $
              12,281,572Net
      incomeadvertisement
              
              $
              9,354,241
              
              
              $
              4,923,673tourism
              
              
              2,177,645
              
              
              
              892,963Consolidated
              
              $
              11,531,886
              
              
              $
              5,816,636Interest
      expense:advertisement
              
              $
              96,308
              
              
              $
              80,675tourism
              
              
              124,750
              
              
              
              169,565Consolidated
              
              $
              221,058
              
              
              $
              250,240
   F-13
 Table of Contents
  CHINA
YIDA HOLDING CO. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
  Because
our business structure is separate for each segment, the operating costs
included in one segment will not benefit the other segment. For the year ended
December 31, 2006, there are no reconciling amounts. For the year ended December
31, 2007, the reconciling items for were as follows:
   Year
      ended December 31,2007Operating
      income :A dvertisement
                
                $
                8,996,777T ourism
                
                
                467,452Consolidated
                
                
                9,464,229Reconciling
      item (1)
                
                
                (553,749
                )Total
                
                $
                8,910,480Identifiable
      assets:Advertisement
                
                $
                17,887,803Tourism
                
                
                4,683,177Consolidated
                
                
                22,570,980Reconciling
      item (1)
                
                
                469,057Total
                
                
                23,040,037Net
      incomeAdvertisement
                
                $
                9,354,241Tourism
                
                
                2,177,645Consolidated
                
                
                11,531,886Reconciling
      item (1)
                
                
                (553,736
                )Total
                
                $
                10,978,150
  (1)
The reconciling amounts include certain assets which are excluded from
segments.
  
 F-14
 Table of Contents
  CHINA
YIDA HOLDING CO. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
  o.Statement
of cash flows
  In
accordance with Statement of Financial Accounting Standards No. 95, "Statement
of Cash Flows," cash flows from the Company's operations is calculated based
upon the local currencies. As a result, amounts related to assets and
liabilities reported on the statement of cash flows may not necessarily agree
with changes in the corresponding balances on the balance sheet.
  p.Recent
accounting pronouncements
  In
September 2006, FASB issued SFAS 157 Fair Value Measurements.  This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements.  However, for some entities, the
application of this Statement will change current practice.  This
Statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. The management is currently evaluating the effect of this pronouncement
on the consolidated financial statements.
  In
September 2006, FASB issued SFAS 158 EmployersAccounting for Defined Benefit
Pension and Other Postretirement Plansan amendment of FASB Statements No. 87,
88, 106, and 132(R)This Statement improves financial reporting by requiring an
employer to recognize the over funded or under funded status of a defined
benefit postretirement plan (other than a multiemployer plan) as an asset or
liability in its statement of financial position and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income of a business entity or changes in unrestricted net assets of a
not-for-profit organization. This Statement also improves financial reporting by
requiring an employer to measure the funded status of a plan as of the date of
its year-end statement of financial position, with limited exceptions. An
employer with publicly traded equity securities is required to initially
recognizethe funded status of a defined benefit postretirement plan and to
provide the required disclosures as of the end of the fiscal year ending after
December 15, 2006. An employer without publicly traded equity securities is
required to recognize the funded status of a defined benefit postretirement plan
and to provide the required disclosures as of the end of the fiscal year ending
after June 15, 2007. However, an employer without publicly traded equity
securities is required to disclose the followinginformation in the notes to
financial statements for a fiscal year ending after December 15, 2006, but
before June 16, 2007, unless it has applied the recognition provisions of this
Statement in preparing those financial statements:
  1)    A brief
description of the provisions of this Statement
 2)   The
date that adoption is required
 3)   The date
the employer plans to adopt the recognition provisions of this Statement, if
earlier.
  The
requirement to measure plan assets and benefit obligations as of the date of the
employers fiscal year-end statement of financial position is effective for
fiscal years ending after December 15, 2008. The management is currently
evaluating the effect of this pronouncement on the consolidated financial
statements.
  In
February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal
years beginning after November 15, 2007. Early adoption is permitted subject to
specific requirements outlined in the new Statement. Therefore, calendar-year
companies may be able to adopt FAS 159 for their first quarter 2007 financial
statements.
  The new
Statement allows entities to choose, at specified election dates, to measure
eligible financial assets and liabilities at fair value that are not otherwise
required to be measured at fair value. If a company elects the fair value option
for an eligible item, changes in that item's fair value in subsequent reporting
periods must be recognized in current earnings. FAS 159 also establishes
presentation and disclosure requirements designed to draw comparison between
entities that elect different measurement attributes for similar assets and
liabilities.
  F-15
 Table of Contents
  CHINA
YIDA HOLDING CO. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
  In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
Combinations”. The objective of this statement will significantly change the
accounting for business combinations. Under Statement 141R, an acquiring entity
will be required to recognize all the assets acquired and liabilities assumed in
a transaction at the acquisition –date fair value will limited exceptions.
Statement 141 applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. The Company does not expect the
adoption of SFAS No. 141R to have a material impact on the consolidated
financial statements.
  In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements-An Amendment of ARB No. 51". The objective of
this statement is to establish new accounting and reporting standards for the
Noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. Statement 160 is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2008. The Company
does not expect the adoption of SFAS No. 160 to have a material impact on the
consolidated financial statements.
  On March
19, 2008, the Financial Accounting Standards Board (FASB) issued FASB Statement
No. 161, Disclosures about Derivative Instruments and Hedging Activities. The
new standard is intended to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entity’s financial position,
financial performance, and cash flows. It is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008,
with early application encouraged. "Use and complexity of derivative instruments
and hedging activities have increased significantly over the past several years.
This has led to concerns among investors that the existing disclosure
requirements in FASB Statement No. 133, Accounting for Derivative Instruments
and Hedging Activities, do not provide enough information about how these
instruments and activities affect the entity’s financial position and
performance," explained Kevin Stoklosa, project manager. "By requiring
additional information about how and why derivative instruments are being used,
the new standard gives investors better information upon which to base their
decisions." The new standard also improves transparency about the location and
amounts of derivative instruments in an entity’s financial statements; how
derivative instruments and related hedged items are accounted for under
Statement 133; and how derivative instruments and related hedged items affect
its financial position, financial performance, and cash flows. FASB Statement
No. 161 achieves these improvements by requiring disclosure of the fair values
of derivative instruments and their gains and losses in a tabular format. It
also provides more information about an entity’s liquidity by requiring
disclosure of derivative features that are credit risk–related. Finally, it
requires cross-referencing within footnotes to enable financial statement users
to locate important information about derivative instruments. Management is
currently evaluating the effect of this pronouncement on financial
statements.
  q. Reclassifications
  Certain
prior period amounts have been reclassified to conform to the current period
presentation.
  3.  ADVANCES
  As of
December 31, 2007, the company has Advances amounting to
$9,459,052.
  Fuyu
entered two marketing promotion agreements with two tour agents (unrelated
parties) for promoting the resorts the Company owns in the next three years
started from 2008. The two tour agents promise to bring tourism revenue to Fuyu
amounting to $2,878,842 (RMB 21 million) annually for the next three
years.
  At the
same time, Fuyu had prepaid the special market promotion fee $5,346,420
($1,782,140 annum) to the two contractors entirely for the next three years as
of December 31, 2007.   Fuyu also agreed to provide 500 minutes
of free advertising annually for the two contractors. The advances for the two
tour agents as of December 31, 2007 were $5,346,420. Subsequently in March 2008,
the Company reorganized the business arrangement and transferred the two
agreements to Yintai which set up in 2008 and specialize in
tourism.
 
 Fuyu
entered another contract with a third unrelated party for purchasing TV
programs. The advance balance amounted to $4,112,632 as of December 31,
2007.  The contractor agreed to bring advertising revenue to Fuyu
amounting to $2,741,754 (RMB 20 million) annually for the next three
years.
  4 .  
OTHER
RECEIVABLE
  Other
receivable amounted to $36,532 as of December 31, 2007. Other receivable is
comprised of advances to employees and other unrelated parties, interest free,
and due on demand.
  5 .  
AMOUNT
DUE FROM RELATED PARTIES
  Amount
due from related party is receivable for normal business purposes due to Jinyang
Company and Xinhengji for $294,770 and $56,680, respectively. Jinyang is 96%
owned by 2 shareholders of the Company and Xinhengji which is 80% owned by a
shareholder of the company and 20% owned by the shareholder’s
mother.   The amount due from Xinhengji includes the loan to
Xinhengji for $606,680 minus $550,000, which is the expense Xinhengji paid for
the company’s reverse merger. The amount is due on demand, unsecured and
interest free. As of December 31, 2007, the amount due from related party
amounted to $351,450.  The amount due from related parties has been
collected as of March 26, 2008.
  6.   
PROPERTY,
PLANT AND EQUIPMENT
  Property,
plant and equipment consist of the following as of December 31,
2007:
  House
      & Building
              
              $
              8,467,310Electronic
      Equipments
              
              
              171,893Transportation
      Equipments
              
              
              59,336Office
      Furniture
              
              
              7,946Subtotal
              
              
              8,706,485Less:
      Accumulated Depreciation
              
              
              (521,939
              )Total
              
              $
              8,184,546
  F-16
 Table of Contents
  CHINA
YIDA HOLDING CO. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
  Depreciation
expenses for the years ended December 31, 2007 and 2006 were $357,066 and,
$90,267 respectively.
  7 .  CONSTRUCTION
IN PROGRESS
  Construction
in progress amounted to $278,803 as of December 31, 2007 and is mainly
constructions for parking and boarding constructions in the tourist resort where
the Company has management right.
  8.    
INTANGIBLE
ASSETS
  The
company acquired 30 years tourist resort management right at August, 2001 from
unrelated parties by paying cash. As of December 31, 2007, intangible asset is
as follows:
  Intangible
      asset
                
                $
                4,798,070Accumulated
      amortization
                
                
                (841,185
                )Total
                
                $
                3,956,885
 Intangible
assets of the Company are reviewed annually as to whether their carrying value
has become impaired. The Company considers assets to be impaired if the carrying
value exceeds the future projected cash flows from related operations. The
Company also re-evaluates the periods of amortization to determine whether
subsequent events and circumstances warrant revised estimates of useful lives.
As of December 31, 2007 the Company expects these assets to be fully
recoverable.
  Total
amortization expenses for the years ended December 31, 2007 and 2006 amounted to
$183,333 and $146,340 respectively. Amortization expenses for next five years
after December 31, 2007 are as follows:
  1
    year
                
                $
                146,3402
    year
                
                
                146,3403
      year
                
                
                146,3404
      year
                
                
                146,3405
    year
                
                
                146,340Total
                
                $
                731,700
 9 .  
OTHER
PAYABLE
  Other
payables are payables due to unrelated parties other than supplier vendors. The
amount is $449,507, due on demand and interest free as of December 31,
2007.
  10 .  
TAX
PAYABLES
  Tax
payables consist of the following as of December 31, 2007:
  City
      planning tax
              50,876Business
      tax payable
              873,701Individual
      income tax payable
              667Income
      tax payable
              142,604Education
      fee
              34,911Cultural
      construction fee
              523,339Total
              1,626,099
  
 F-17
 Table of Contents
  CHINA
YIDA HOLDING CO. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
  11 .  
LOAN
PAYABLE
  As of
December 31, 2007, the loan payables are as follows:
  Short
      term loan payableFuzhou
      Commercial Bank
                  
                  $
                  1,096,702Bank
      of China
                  
                  
                  822,526Total
                  
                  $
                  1,919,228
  As of
December 31, 2007, the Company had a loan payable of $1,096,702 to Fuzhou
Commercial Bank in China, with an annual interest rate of 6.73% from November
24, 2006 to November 23, 2007 and 8.75% from November 24, 2007 to November 16,
2008, due on November 16, 2008. The loan is guaranteed by a related party 80%
owned by the same shareholder of the Company.
  At
December 31, 2007, the Company had a loan payable of $822,526 to Bank of China
Taining Branch, with an annual interest rate of 6.14%, and guaranteed by 2
shareholders and pledged by the Company’s revenue from the tourist resort.
$411,263 of the loan payable is due by January 10, 2008 and the rest of $411,263
of the loan payable is due by April 28, 2008.
  The
interest expenses are $221,058 and $250,240 for the years ended December 31,
2007 and 2006. The Company has paid interest $221,058 and $250,240 for the years
ended December 31, 2007 and 2006.
  12.   SHAREHOLDERS’
EQUITY
 (a)
SHARE EXCHANGE AGREEMENT
  On
November 19, 2007, Chen Minhua, Fan Yanling, Extra Profit International Limited,
Luck Glory International Limited, and Zhang Xinchen (collectively, the Keenway
Shareholders”), Keenway Limited, Hong Kong Yi Tat and we entered into a
definitive Share Exchange Agreement (“Exchange Agreement”) which resulted in
Keenway becoming our wholly owned subsidiary (the “Merger”).  The
Merger was accomplished by means of a share exchange in which the Keenway
Shareholders exchanged all of their stock in Keenway for the transfer and
additional issuance of our common stock.
  In
exchange for all of their shares of Keenway common stock, the Keenway
Shareholders received 90,903,246 newly issued shares of our common stock and
3,641,796 shares of our common stock which was transferred from certain
InteliSys Shareholders; Immediately following the closing of the Merger, the
Keenway Shareholders owned approximately 94.5% of our issued and outstanding
shares on a fully diluted basis.
  As a
result of the exchange agreement, the reorganization was treated as an
acquisition by the accounting acquiree that is being accounted for as a
recapitalization and as a reverse merger by the legal acquirer for accounting
purposes.  Pursuant to the recapitalization, all capital stock shares
and amounts and per share data have been retroactively restated. Accordingly,
the financial statements include the following:
 Common
                  Shares
                
                
                Common
      Stock
                
                
                Additional
      Paid-in Capital
                
                
                TotalBalance,
      January 1, 2007 (1)
                
                
                94,015,167
                
                
                $
                94,016
                
                
                $
                8,507,831
                
                
                $
                8,601,847Recapitalization
      (2)
                
                
                5,983,580
                
                
                
                5,984
                
                
                
                (5,984
                )
                
                
                -Balance,
      December 31, 2007
                
                
                99,999,547
                
                
                $
                100,000
                
                
                $
                8,501,847
                
                
                $
                8,601,847
 
 (1)  The
amount shown for paid in capital would be valued in terms of the issued capital
of the nominal acquiree (the new subsidiary). The above amount of $8,601,847
represents the capital amount of Keenway Limited.
  (2) This
amount represents the value of shares issued by the shell company prior
to reverse acquisition recorded as a difference between the opening balance
of equity of Keenway Limited as of January 1, 2007 and December 31, 2007. Any
transaction after the reverse acquisition is not part of this
amount.
  (b)
EQUITY TRANSACTION
  Jiaoguang
Media increased its share capital from $1,778,823 to $2,564,000 (RMB 2,000
million) on November 2006 by its original shareholders.
  13 .   OTHER
(INCOME) EXPENSES
  Other
(income) expenses consists of the following for the years ended December 31,
2007 and 2006:
  2007
                
                
                2006Donation
      income
                
                $
                (2,437,333
                )
                
                $
                -Other
      expenses
                
                
                8,869
                
                
                
                19801Interest
      expense
                
                
                221,058
                
                
                
                250,240Interest
      income
                
                
                (1,775
                )
                
                
                (2,347
                )Finance
      costs
                
                
                4,742
                
                
                
                2,763$
                (2,204,440
                )
                
                $
                270,457
  Donation
revenue represents amounts the company receives from contributions made by
visitors to the facilities.  These amounts are recognized as income as
contributed.   Donation income is cash donation to 2 donation
boxes in a temple owned by the Company. For the safety purpose, the company asks
its related party Jingyang to keep the cash since Jingyang has advanced security
system. The related party regularly returns the money back to the Company.
Jinyang is 96% owned by 2 shareholders of the Company.
   F-18
 Table of Contents
  CHINA
YIDA HOLDING CO. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
  14 .  
INCOME
TAXES
  The
Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred income taxes are recognized for the tax
consequences in future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each period end based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized. The Company is subject to PRC Enterprise Income Tax at
a rate of 33% on the net income. The income tax expenses for the years ended
December 31, 2007 and 2006 are $136,770 and $0 respectively.
 2007
                
                2006Tax
      at statutory rate
                
                34%
                
                34%Foreign
      tax rate difference
                
                -1%
                
                -1%Valuation
      allowance
                
                -32%
                
                -33%1%
                
                0%
  There
were no significant book and tax basis difference.
  15.   
MAJOR
CUSTOMERS AND VENDORS
  There
were no major customers which accounting over 10% of the total net revenue for
the year ended December 31, 2007. There are no major vendors which accounting
over 10% of the total purchase for the year ended December 31, 2007. The Company
extends credit to its customers based upon its assessment of their credit
worthiness and generally does not require collateral. Credit losses have not
been significant.
  16 .  
CURRENT
VULNERABILITY DUE TO CERTAIN CONCENTRATIONS
  The
Company’s practical operations are all 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.
  17.   COMMITMENTS
AND LEASES
  Operating
Contract
  Jintai
entered an agreement of operating of Big Golden Lake Tourism Project with
management committee of Fujian Taining Jinhu Tourism Economic Developing
District on 2001. Pursuant the agreement, Jintai has the operation right of
Province Park in the Big Golden Lake Tourism Project for 31 years,
including the landscapes of Golden Lake, Shangqing River Zhuangyuan
Rock and etc. The transferring fee of the operation right of province park
was $4,785,278 (RMB35 million). Jintai Tourism may enjoy the revenue generated
from tickets sold and other income generated from the resort affiliated and
services provided.
  The
Company booked the operation right of landscapes as intangible assets with the
original cost amounting of $4,785,278 (RMB35 million). The operation right of
landscape was amortized equally in 31 years started from 2001. The Company
booked amortization expense under “General and Administration expense” as of
December 31, 2007.
  Management
contract
  On
December 30, 2004, shareholders of Jiaoguang Media entered into a set of
Contractual Arrangements with the Company. The relationships with the Company
and its shareholders are governed by the Contractual
Arrangements.
  The
Contractual Arrangements are comprised of a series of agreements, including a
Consulting Agreement and an Operating Agreement, through which the Company has
the right to advise, consult, manage and operate Jiaoguang Media, and collect
and own all of respective net profits of Jiaoguang Media. Additionally, under a
Proxy and Voting Agreement and a Voting Trust and Escrow Agreement, the
shareholders of Jiaoguang Media have vested their voting control over Jiaoguang
Media to the Company. In order to further reinforce the Company’s rights to
control and operate Jiaoguang Media, Jiaoguang and its shareholders have granted
the Company, under an Option Agreement, the exclusive right and option to
acquire all of their equity interests in the Jiaoguang Media or, alternatively,
all of the assets of the Jiaoguang Media. Further, the shareholders of Jiaoguang
Media have pledged all of their rights, titles and interests in the Jiaoguang
Media to the Company under an Equity Pledge Agreement.
  F-19
 Table of Contents
   CHINA
YIDA HOLDING CO. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 The
Company has adopted FASB Interpretation No. 46R "Consolidation of Variable
Interest Entities" ("FIN 46R"), an Interpretation of Accounting Research
Bulletin No. 51. FIN 46R requires a Variable Interest Entity (VIE) to be
consolidated by a company if that company is subject to a majority of the risk
of loss for the VIE or is entitled to receive a majority of the VIE's residual
returns. VIEs are those entities in which the Company, through contractual
arrangements, bears the risks of, and enjoys the rewards normally associated
with ownership of the entities, and therefore the company is the primary
beneficiary of these entities. The results of subsidiaries or variable interest
entities acquired during the year are included in the consolidated income
statements from the effective date of acquisition.
  Because
Jiaoguang Media and the Company’s contractual relationship comply with FIN 46R,
the Company has consolidated Jiaoguang Media as VIE since 2004. The Company has
consolidated Jiaoguang Media as a VIE in the 10KSB as of December 31, 2007 filed
with SEC.
 Leases
commitments
  The
Company incurred rent expenses $8,000 and $13,300 for the years ended December
31, 2007 and 2006.
  The
Company and its subsidiaries made no commitments of leases for future. So there
is no lease commitment in the future.
  Guarantee
  The
Company has guaranteed for a $1,000,000 loan payable for a related party 80%
owned by a shareholder of the company and 20% owned by the shareholder’s mother.
The management reviewed and believed that the chance that the Company has to pay
back the loan payable for the related party is remote.
  18 .  SUBSEQUENT
EVENTS
  Our
common stock has been quoted on the OTC Bulletin Board under the symbol
"IYSA.OB" since 1999.  In December 2007, the symbol changed to
“IAVA.OB” pursuant to a 10 for 1 reverse split.  Since the end of the
2007 fiscal year and in February 2008, we effectuated another 10 for 1 reverse
stock split and changed our name to China Yida Holding, Co. as a result of the
reverse merger that closed on November 17, 2007.  Accordingly, our
symbol was changed to “CYID.OB.”
 On
February 29, 2008, we issued shares of our common stock to certain
individuals and entities listed below pursuant to the terms of the Share
Exchange Agreement entered into on November 19, 2007.  Specifically,
we issued a total of 44,751,046 shares of common stock to certain entities as
follows:
  Shareholder
              Number
      of SharesChairman
      Chen Minhua
              18,525,131
      sharesFan
      Yanling
              18,525,131
      sharesExtra
      Profit International Limited
              2,038,442
      sharesLuck
      Glory International Limited
              2,038,442
      sharesZhang
      Xinchen
              1,811,950
      sharesE-Tech
      International, Inc.
              1,811,950
      shares
  On March
7, 2008, the Company entered into a Financing transaction with Pope Investments
II LLC, an accredited investor, and certain other accredited
investors.  Pursuant to the Financing Documents, we sold units of
securities that consisted of an aggregate of 13,333,334 shares of common stock
and warrants exercisable into 6,666,667 shares of common stock for a total
purchase price of 14,000,000.  The purchase price of one unit was
$1.05.  These shares were issued in reliance on the exemption under
Section 4(2) of the Securities Act of 1933, as amended (the ‘Act’).


F-20
 Table of Contents




ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE




Our
accountant is Kabani & Company, Inc., independent certified public
accountants. We do not presently intend to change accountants. At no time have
there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.





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, 2007. Based
on this evaluation, our principal executive officer and principal financial
officers have concluded that our disclosure controls and procedures are
not 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   based on the material weakness
described below:
 
 -
              We
      failed to include the Management’s Report on Internal Control Over
      Financial Reporting in our Form 10-KSB filed on April 1,
      2008.
 
 We are
developing a plan to ensure that all information will be recorded, processed,
summarized and reported accurately, and as of the date of this report, we have
taken the following steps to address the above-referenced material weaknesses in
our internal control over financial reporting:
 
 1.
              We
      have amended the Form 10-KSB to include the Management’s Report on
      Internal Controls Over Financial
Reporting;
 2.
              We
      will continue to educate our management personnel to comply with the
      disclosure requirements of Securities Exchange Act of 1934 and Regulation
      S-K; and
 3.
              increase
      management oversight of accounting and reporting functions in the
      future.
 
 
 MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
 Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule
13a-15(f) under the Exchange Act over the registrant. The Company’s
internal control over financial reporting is designed to provide reasonable
assurance to the Company’s management and Board of Directors regarding the
preparation and fair presentation of published financial statements in
accordance with United State’s generally accepted accounting
principles (US GAAP), including those policies and procedures that: (i) pertain
to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
company, (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with US
GAAP and that receipts and expenditures are being made only in accordance with
authorizations of management and directors of the company, and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.  Management
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control— Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Management’s assessment included an evaluation of the design of our
internal control over financial reporting and testing of the operational
effectiveness of our internal control over financial reporting. Based on this
assessment, Management concluded the Company maintained effective internal
control over financial reporting as of December 31, 2007.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Therefore, even those
systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and
presentation.  This annual report does not include an attestation
report of the Company’s registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to
attestation by our registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit the Company to
provide only management’s report in this Annual Report.




13
 Table of Contents






PART
III




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




The
following persons are members of the Board of Directors:




NAME
            AGE
            POSITIONMr.
      Chen Minhua (1)
            50
            Chairman
      and Chief Executive OfficerMs.
      Fan Yanling (1)
            34
            Secretary
      and DirectorMr.
      Lin Tongxi
            36
            Chief
      Financial Officer and Director





The
following persons are our executive officers, with the respective titles as set
forth opposite his or her name below:





NAME
            AGE
            POSITIONMr.
      Chen Minhua (1)
            50
            Chairman
      and Chief Executive OfficerMs.
      Fan Yanling (1)
            34
            Secretary
      and DirectorMr.
      Lin Yongxi
            36
            Chief
      Financial Officer and Director





(1) Chen
Minhua and Fan Yangling are husband and wife.  There are no other
relationships between the officers or directors of the Company.





The
business background descriptions of the newly appointed directors are as
follows:




Chen Minhua, Chairman of
Hong Kong Yitat International Investment Co., Ltd





Male, 50,
Ph.D.  Mr. Chen is a part-time professor at the Tourism College of
Fujian Normal University and a tutor for postgraduate students.  He is
also the vice-president of Fujian Provincial Tourism Institute and
vice-president of Fujian Advertisement Association. From 1978 to 1992, he was a
news journalist and editor-in-chief of “Fujian Internal Reference,” eventually
becoming the head of the journalist station of “Fujian Daily” in Sanming City
and general manager of the newspaper “HK-Taiwan Information.”  During
that period, he was appointed as chief journalist of Fujian Province to HK,
where he was in charge of news and management of the
publication.  During these years, several of his works in journalism
received national and provincial prizes and were published in
books.  He received awards for “Excellent News Journalist” and
“Advanced Workers of News Management.”  Since the establishment of New
Handsome Joint Group in 1995, he has advocated and practiced the concept of
“circulating cultural economy.”  In 2005, he published a scholarly
treatise “General Theory of Tourism and Chinese Traditional Culture”, which has
been used as the educational material for undergraduates in Tourism College of
Fujian Normal University.  In February 2007, he was awarded as one of
the “2006 Ten Most Distinguished Persons of Fujian Economic.”





Fan Yanling, President of
Hong Kong Yitat International Investment Co., Ltd , director


Female,
34 years old, MBA.  From 1992 to 1994, Ms. Fan was a journalist and
radio anchorwoman for the Voice of Haixia.  From 1995 to 2004, she was
the general manager of New Handsome Advertisement Co., Ltd.  Since
2000, she has taken on the following leading posts: General Manager of New
Handsome Joint Group (Fujian), General Manager of Hong Kong Yitat International
Investment Co., Ltd , Chairman of Fujian Gold Lake Economy and Trading (Tourism)
Development Co., Ltd., Director of Sydney Communication College (Australia), and
General Manager of Fujian Education and Broadcasting Media Co.,
Ltd.  In 2005, she was awarded “Fujian Splendid Women” and “Advanced
worker of advertisement industry Fuzhou 2005.”





Lin Yongxi, Chief Financial
Director of Hong Kong Yi Tat International Investment Ltd.


Male, 36
years old, CPA.  He has significant experience of financing in large
scale enterprises of Fujian Province.  From August 1994 to May 2000,
he worked as the accountant of China Fujian International Economic and
Technological Cooperation Company.  From May 2000 to September 2003,
he worked as the chief financial director of Fujian Furi Group Co.,
Ltd.  Since October 2003 he has been the chief financial director of
New Handsome Joint Group.





The
Company has not entered into a formal employment arrangement with the Executive
Officers.  Mr. Minhua Chen and Ms. Yanling Fan have not received any
salary.  Mr. Yongxi Lin is earning a salary of $27,000 USD per
year.




None of
the directors or executive officers have been involved in: (a) bankruptcy; (b)
criminal proceeding; or (c) any other legal proceeding.







14
 Table of Contents






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.




All
officers and directors listed above will remain in office until the next annual
meeting of our stockholders, and until their successors have been duly elected
and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors’ fees and reimburse Directors for expenses related to
their activities.




None of
our Officers and/or Directors have filed any bankruptcy petition, been convicted
of or been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.




Audit
Committee




We do not
have a standing audit committee of the Board of Directors. Management has
determined not to establish an audit committee at present because of our limited
resources and limited operating activities do not warrant the formation of an
audit committee or the expense of doing so. We do not have a financial expert
serving on the Board of Directors or employed as an officer based on
management’s belief that the cost of obtaining the services of a person who
meets the criteria for a financial expert under Item 401(e) of Regulation S-B is
beyond its limited financial resources and the financial skills of such an
expert are simply not required or necessary for us to maintain effective
internal controls and procedures for financial reporting in light of the limited
scope and simplicity of accounting issues raised in its financial statements at
this stage of its development.





Certain Legal
Proceedings





No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.





Compliance With Section
16(A) Of The Exchange Act.




Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% 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 and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2007.




Code of
Ethics




The
company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.





ITEM 10. EXECUTIVE
COMPENSATION





Compensation of Executive
Officers





The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended December 31, 2007 and 2006 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
              ($)Chen
      Minhua
              President
      and CEO
            2007
            
            $
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            02006
            
            $
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            0Fan
      Yanling, Secretary
            2007
            
            $
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            02006
            
            $
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            0Lin
      Yongxi, Treasurer
            2007
            
            $
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            02006
            
            $
            27,000
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            27,000







15
 Table of Contents






ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT




The
following table sets forth each person known by us to be the beneficial owner of
five percent or more of the Company's Common Stock, all directors individually
and all directors and officers of the Company as a group. Except as noted, each
person has sole voting and investment power with respect to the shares
shown.





Name
      and Address of
              Beneficial
      Owner
            Amount
      of
              Beneficial
      Ownership
            Percentage
              of
      ClassChen
      Minhua, President and CEO
            22,447,911
            32.99%Fan
      Yanling, Director Secretary
            22,447,911
            32.99%Lin
      Yongxi, Director and CFO
            0
            0%All
      Executive Officers
            44,895,822
            65.98%and
      Directors as a Group(3
      people)





ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.




None.




ITEM 13. EXHIBITS




Exhibit
      Number
            Exhibit
      Title14
            Code
      of Ethics *31.1
            Certification
      of Chen Minhua pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.31.1
            Certification
      of Lin Yongxi pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
      of Chen Minhua pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
      of Lin Yongxi pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.




*
              Incorporated
      herein by reference to the registrants Annual Report on Form 10-KSB (file
      number 000-26777) filed on March 27,
2008.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES




Audit
Fees




For the
Company’s fiscal year ended December 31, 2007, we were billed approximately
$160,000 for professional services rendered for the audit and review of our
financial statements. That total amount consisted of  $60,000 for the
auditing and review of the financial statements for the fiscal year 2007. The
remaining $100,000 was paid for the audit and review of the financial statement
for the years 2004, 2005 and 2006.




Legal
Fees




For the
Company’s fiscal year ended December 31, 2007, we were billed approximately
$50,000 for professional services rendered for legal compliance related to
federal securities laws.





All Other
Fees




The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended December 31, 2007.




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.






16
 Table of Contents








SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.








China Yida Holding,
      Co.By:
            /s/
      Chen MinhuaChief Executive OfficerDated:
            August
      29, 2008





By:
            /s/
      Peter ZhengPrincipal Accounting OfficerDated:
            August 29 , 2008


17