UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K
 
 (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, 2008
  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 if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.       
Yes o    No x
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.    Yes o     No x
  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 the
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. Yes x No o
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.   x
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
   
   Large
      accelerated filer
                o
                
                Accelerated
      filer
                oNon-accelerated
      filer
                  (Do
      not check if a smaller reporting company)
                o
                
                Smaller
      reporting company
                x
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes    No x
 
 Revenues
for year ended December 31, 2008: $30,599,493
  State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.  $22,956,629
 As of
March 24, 2009, the registrant had 68,084,487 shares of its common stock
outstanding.
 
 Documents Incorporated by
Reference: None.
  
 
 
  TABLE
OF CONTENTS
 
 PAGEPART
      IITEM
      1.
                  
                  Business
                  
                  1ITEM
      1A.
                  
                  Risk Factors
                  
                  9ITEM
      2.
                  
                  Properties
                  
                  9ITEM
      3.
                  
                  Legal Proceedings
                  
                  9ITEM
      4.
                  
                  Submission of Matters to a Vote of Security
      Holders
                  
                  10PART
      IIITEM
      5.
                  
                  Market for Registrant’s Common
      Equity, Related Stockholder Matters and Issuer Purchases of Equity
      Securities
                  
                  10ITEM
      6.
                  
                  Selected Financial Data
                  
                  12ITEM
      7.
                  
                  Management’s Discussion
      and Analysis of Financial Condition and Results of
      Operation
                  
                  12ITEM
      7A.
                  
                  Quantitative and Qualitative Disclosures About Market
      Risk
                  
                  17ITEM
      8.
                  
                  Financial Statements and Supplementary
      Data
                  
                  18ITEM
      9.
                  
                  Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure
                  
                  19ITEM
      9A(T).
                  
                  Controls and Procedures
                  
                  19ITEM
      9B.
                  
                  OtherInformation
                  
                  --PART
      IIIITEM
      10.
                  
                  Directors, Executive Officers and Corporate
      Governance
                  
                  19ITEM
      11.
                  
                  Executive Compensation
                  
                  21ITEM
      12.
                  
                  Security Ownership of Certain Beneficial Owners
      and Management and Related
      Stockholder Matters
                  
                  22ITEM
      13.
                  
                  Certain Relationships and Related Transactions,
      and Director Independence
                  
                  22ITEM
      14.
                  
                  Principal Accounting Fees and
      Services
                  
                  22PART
      IVITEM
      15.
                  
                  Exhibits, Financial Statement
      SchedulesSIGNATURES
 
 
 
 
 PART
I
 
  ITEM 1.      BUSINESS
 
 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.
   -1-
 
 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.
 
 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”), and 100% of the issued and
outstanding capital stock of Fujian Yunding Tourism Industrial Co. Ltd., a
company formed under the law of the PRC (“Yunding Company”, collectively,
referred to herein as “Keenway” or the Company), and 100% of the issued and
outstanding capital stock of Fujian Yida Earth Buildings Tourism Development Co.
Ltd., a company formed under the law of the PRC (“Earth Buildings Company”(,
collectively, referred to herein as “Keenway” or the Company).
  Business
 
 We are
one of major diversified entertainment companies in China, currently covering
China’s tourism, media and other entertainment-related industries.
  1)
                Tourism;
      and2)
                  3)
                media.
                  Other
      entertainment-ralted
 
 Through
following subsidiaries and contractually binding entity located in China,
we identify, manage, operate and promote tourist attractions, TV channels and
stations, and other profitable entertainment-related operations.
 
 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. Fujian Jintai is 100% owned by
Yi Tat. 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 Jintai also owns 100% of Fujian Yintai
Tourism Co., Ltd. (“Yintai”) was incorporated on March 20, 2008 and has its
primary place of business at No. 5 Xianfu Road, Zhangcheng Town, Yongtai County,
China..
 
 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. 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.
 
 Fujian
Yida Earth Buildings Tourism Development Co. Ltd. (“Earth Buildings Company”) is
incorporated on March 23, 2009, and is domiciled at Floor 8, 34 Nonglin Road,
Postal Building, Hua’an County, Fujian Province. Fujian Jintai is 100%
owned by Yi Tat.
 
 Fujian
Yunding Tourism Industrial Co. Ltd. (“Yunding Company”) is incorporated on
January 21, 2009, and is domiciled at 68 Xianfu Road, Zhangcheng Town, Yongtai
County, Fujian Province. Fujian Jintai is 100% owned by Yi Tat.
 
 These
subsidiaries and the contractually binding entity of the Company provide it
with a unique opportunity to integrate industries that are at the forefront of
Chinese growth.
 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-
  
 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.
 BUSINESS
MODEL
 
 The
Company currently is comprised of its three key divisions: creation, management
and marketing divisions.
 
 Our Creation Divisionis comprised of our
research and origination groups. Together they are dedicated to discoverthe value of our
existing and potential operations through in‐depth studies and
researches, and eventually to aviate the opportunities to pre‐grand‐opening stage.
..
 
 Our ManagementDivisionis dedicated to
realizethe value
of our assets through Company’s management professionals with rich
experiences in China’s media, tourism and entertainment industries.
 
 Our MarketingDivisionis dedicated to
maximizethe value
of our assets and operations with efficient cross‐platform
promotions through Company’s platforms currently available brought by
Company’s integrated operations, network of partners, clients and
other resources.
  -3-
 PRINCIPAL
PRODUCTS
 
 PRINCIPAL
PRODUCTS AND SERVICES
 
 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, entrance fee, advertisement and
paid-programming revenue through the following
operations:
 
 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 gave the Global Geopark title
to Great Golden Lake.  The major source of income at Great Golden Lake
is currently from services provided at the park and park entrance
fee.
 
 Dadi
Tulou (Earth Buildings): On December 26, 2008, we entered into the Dadi Tulou
Tourist Resources Development Agreement with the Hua’an County People’s
Government in Zhangzhou, China.  Pursuant to this agreement, we have
begun to develop the Dadi Tulou Tourism Destination and its surrounding
scenic areas located in the Hua’an County. As a world cultural heritage, Dadi
Tulou is classified as a world class tourist destination. The surrounding scenic
areas include the Bamboo Plant Garden, Xianzi Lake, rivers along the Xianzi
Lake, Taikou Village, Shangping Wanli Building Three, and South Mountain Palace.
Dadi Tulou and its surrounding scenic areas are well-developed, and can be put
into operation without extensive development.  The major source of
income at Dadi Tulou is currently from entrance fee.
 
 Yunding:
On November 27, 2008, we entered into the Tourist Destination Cooperative
Development Agreement with the Yongtai County People’s Government in Fuzhou,
China.  Pursuant to the agreement, the Yongtai government shall grant
us the exclusive right and special authorization to develop tourist destinations
in Fuzhou located at Yongtai Beixi and Jiezhukou Lake.  Accordingly,
we are obligated to construct, operate and manage the two tourist destinations,
subject to specific terms and conditions negotiated between us and the
Yongtai government.  We have the exclusive right to develop both
Yongtai Beixi and Jiezhukou Lake and the Yongtai government is prohibited from
granting the right of development, operation and management to any third party
during the existence of our agreement. The major source of income at
Mountain-top will come from services provide at Mountain-top and entrance
fee after the grand-opening.
 
 Fujian
Education Television: a provincial comprehensive entertainment television
channel ranked the 4th place
with 92% population coverage in Fujian Province.  The major source of
income at Fujian Education Television is from advertising.
 
 Railroad
On-board Programming:  Effective February 13, 2009, we entered into a
Cooperation Agreement with Railway Media Center for the purpose of collaborating
with RMC to produce programs titled “Journey through China on the Train” that
will be broadcast to passengers traveling on train.  Pursuant to this
agreement, we are obligated to plan and film the Journey Program, and RMC shall
review and broadcast the Journey Program. The content of the Journey Program
will focus on introduction and preview of natural resources, culture and
history of tourism destinations, tourism advertisement and travel tips. RMC will
appoint the program supervisor and we will appoint all the other
personnel.
  We and
RMC agreed that the Journey Program shall be inserted into the programs produced
by RMC for train passengers and be broadcast in accordance with the following
rules:
  (1)
                  For
      the train line into Tibet, the Journey Program will be limited to 20’
      duration, and be inserted into the program that RMC produced by
      themselves. The Journey Program shall be broadcast daily on a rolling
      basis.
  (2)
                  For
      the high-speed motor train unit, the Journey Program will be limited to
      the range of 5-20 minutes, and be broadcast daily on a rolling
      basis.
  (3)
                  For
      the national broadcast channels covering 18 railway bureaus, we will
      produce a new 20’ episode every week with its premier broadcast on
      Saturday evening and replay on Sunday
afternoon.
  (4)
                  During
      the Term, if RMC increases its train TV broadcast channels, the Journey
      Program will be inserted into these added channels and be broadcast on a
      rolling basis.
  The major
source of income is currently from paid-programming and other advertising
revenue.
  -4-
 MARKETING
AND DISTRIBUTION METHODS OF PRODUCTS AND SERVICES
  Tourist
and related Operations
 
 The
current marketing strategy of our tourist and related operations 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 the
media platforms available to the Company, including Fujian Education Television
and transportation on-board programming. This cost minimization plan allows our
tourist and related operations to reduce its cost of advertising while
maintaining a relatively high degree of exposure through our provincial TV
channel province-wide and through our transportation on-board programming
nation-wide.
 
 The
second element of the Company's marketing effort of tourist and related
operations is promotion of the scenic destinations through the attainment of
nationally and internationally recognized merits of scenic
achievement.  To this end, the Great Golden Lake has received the
designation of the Global Geo-park title from the UN and ranked in China’s Top
10 Most Appealing Destinations and Top 50 Places for Foreigners to
Visit.  During the second half of 2008, Dadi Tulou was included on the
World Heritage List as part of the Hua’an Tulou Group.  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.
 
 Media and related
Operations
 
 The
marketing efforts of our media and related operations can also be split into two
elements.  The first is promoting advertising revenue through program
contents with high viewing rates.  The second is promoting advertising
revenue through larger media coverage.
 
 Promotion
through viewing rate: Through our tourist destinations, network of partners and
content exchange programs, we create and promote our own educational and
entertainment contents which can increase consumer awareness of its
contents. 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. By achieving high rankings in China's television statistics,
the Company becomes better known by potential advertising
clients.  With 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.
 
 Promotion
through media coverage: we attract a lot of our advertising clients through our
media coverage.  For TV channels, we hope to increase our coverage to
reach a national level.  Our FETV channels reach a coverage rate
of 92% in Fujian Province which covers approximately 28 million
people.  Our on-board programming on China’s railroad system currently
covers approximately 1 billion passengers a year.
 -5-
 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.
 
 On
December 26, 2008, we entered into the Dadi Tulou Tourist Resources Development
Agreement with the Hua’an County People’s Government in Zhangzhou,
China.  Pursuant to this agreement, we have begun to develop the Dadi
Tulou Tourism Destination and its surrounding scenic areas located in the
Hua’an County. As a world cultural heritage, Dadi Tulou is classified as a world
class tourist destination. The surrounding scenic areas include the Bamboo Plant
Garden, Xianzi Lake, rivers along the Xianzi Lake, Taikou Village, Shangping
Wanli Building Three, and South Mountain Palace. Dadi Tulou and its surrounding
scenic areas are well-developed, and can be put into operation without extensive
development. The Hua’an County Government and we are jointly responsible for
obtaining the approval and support from the appropriate administrative agency
regarding the admission ticket price of the Dati Tulou, and its surrounding
scenic areas. Our cooperation and development of the scenic areas shall strictly
comply with applicable world heritage maintenance guide.
 
 On
November 27, 2008, we entered into the Tourist Destination Cooperative
Development Agreement with the Yongtai County People’s Government in Fuzhou,
China.  Pursuant to the agreement, the Yongtai government shall grant
us the exclusive right and special authorization to develop tourist destinations
in Fuzhou located at Yongtai Beixi and Jiezhukou Lake.  Accordingly,
we are obligated to construct, operate and manage the two tourist destinations,
subject to specific terms and conditions negotiated between us and the Yongtai
government.  We have the exclusive right to develop both Yongtai Beixi
and Jiezhukou Lake and the Yongtai government is prohibited from granting the
right of development, operation and management to any third party during the
existence of our agreement.
 Effective
February 13, 2009, we entered into a Cooperation Agreement with Railway Media
Center (“RMC”) for the purpose of collaborating with RMC to produce programs
titled “Journey through China on the Train” that will be broadcast to passengers
traveling on train.  Pursuant to this agreement, we are obligated to
plan and film the Journey Program, and RMC shall review and broadcast the
Journey Program. The content of the Journey Program will focus on introduction
and preview of natural resources, culture and history of tourism
destinations, tourism advertisement and travel tips. RMC will appoint the
program supervisor and we will appoint all the other personnel.
  We and
RMC agreed that the Journey Program shall be inserted into the programs produced
by RMC for train passengers and be broadcast in accordance with the following
rules:
  (1)
                  For
      the train line into Tibet, the Journey Program will be limited to 20’
      duration, and be inserted into the program that RMC produced by
      themselves. The Journey Program shall be broadcast daily on a rolling
      basis.
  (2)
                  For
      the high-speed motor train unit, the Journey Program will be limited to
      the range of 5-20 minutes, and be broadcast daily on a rolling
      basis.
  (3)
                  For
      the national broadcast channels covering 18 railway bureaus, we will
      produce a new 20’ episode every week with its premier broadcast on
      Saturday evening and replay on Sunday
afternoon.
  (4)
                  During
      the Term, if RMC increases its train TV broadcast channels, the Journey
      Program will be inserted into these added channels and be broadcast on a
      rolling basis.
  The
Company expects to acquire and develop additional tourist destinations 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
 
 We are
currently involved in the tourism and media industries in China.  Both
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.  There are, however, certain
factors that we believe will be critical for our growth:
 
 1. Proven
replicable and unique business model: cross-platform marketing/promotion system
through company multi-platforms
 2.
Successful track record of operating both business and maintaining its leading
management position
 3.
Experienced management team with more than 70 years of combined experience in
China media, tourism and entertainment industry
  -6-
 
 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, 2008, we had approximately 385 full-time employees, including 16
senior managers.  The majority of our workforce is comprised
of:
 -7-
 
  -8-
  ITEM 1A.   RISK FACTORS
 
 Not
applicable to smaller reporting companies.
 
 ITEM 2.      PROPERTIES
 
 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.
 
 As
described above, we also have the rights to develop tourist destinations at two
other locations.  The first location is Yongtai Beixi and Jiezhukou
Lake in Fuzhou.  The second property is Dadi Tulou Tourism
Destination and its surrounding scenic areas located in the Hua’an
County.
 
 ITEM 3.     LEGAL PROCEEDINGS
 
 There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of any pending
legal proceedings.
  ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
 
 On
January 16, 2008, the Company received written consents in lieu of a meeting of
Stockholders from holders of 78,455,584 shares representing approximately 78.45%
of the 99,999,539 shares of the total issued and outstanding shares of
voting stock of the Company to amend the previously authorized 1-for-100 reverse
stock split to complete a 1-for-10 reverse stock split (pro-rata reduction of
outstanding shares) of our issued and outstanding shares of Common Stock and to
issue additional shares. There was not an increase or decrease in
authorized shares nor did it affect the par value per share of the Company
common stock.  The effective date of the reverse stock split was
February 28, 2008.
  -9-
  PART
II
  ITEM
5.   MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
 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, 2009 for the periods indicated:
 Price
      Information*Financial
      Quarter Ended
                              High
                              LowMarch
      31, 2007
                              0.45
                              0.31June
      30, 2007
                              0.25
                              1.60September
      30, 2007
                              0.35
                              0.10December
      31, 2007
                              4.60
                              0.10March
      31, 2008
                              3.90
                              0.75June
      30, 2008
                              1.95
                              1.20September
      30, 2008
                              2.10
                              0.50December
      31, 2008
                              1.25
                              0.15
  * 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.
  -10-
 
 Holders
 
 As of
December 31, 2008, 68,084,487 shares of common stock are issued and
outstanding.  There are approximately 173 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.
  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
 
 None.
  Equity Compensation Plan
Information
  The
following table sets forth certain information as of March 24, 2009, 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
 
   -11-
 
 ITEM
6.      SELECTED FIANANCIAL DATA
  Not
applicable because we are a smaller reporting company.
 
 ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.
 
 The
following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto appearing elsewhere in this Form 10-K.
The following discussion contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.
 
 Our Business
  Through
Keenway’s subsidiaries in China, we operate as a major diversified
entertainment company in China, currently covering China’s tourism, media and
other entertainment-related industries. Our business is to identify, manage,
operate and promote tourist attractions, TV channels and stations, and other
profitable entertainment-related operations.  Since 2004, our company
has operated tourist sites and worked with tourist attractions to provide
advertising through television ads and other marketing
campaigns.
 
 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.
 
 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.
  -12-
  Results
of Operations
  During
the years ended December 31, 2008 and 2007, 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, 2008 and
2007:
 Years
      ended December 31,2008
                        
                        
                        2007Revenues
      from unaffiliated customers:Advertisement
                        
                        $
                        23,319,235
                        
                        
                        $
                        12,246,964Tourism
                        
                        
                        7,280,258
                        
                        
                        
                        2,330,801Consolidated
                        
                        $
                        30,599,493
                        
                        
                        $
                        14,577,765Operating
      income :Advertisement
                        
                        $
                        16,564,398
                        
                        
                        $
                        8,996,777Tourism
                        
                        
                        2,705,267
                        
                        
                        
                        467,452Others
                        
                        
                        (273,012
                        )
      )
                        
                        
                        (3,749
                        )Consolidated
                        
                        $
                        18,996,653
                        
                        
                        $
                        9,460,480Identifiable
      assets:advertisement
                        
                        $
                        22,327,272
                        
                        
                        $
                        17,287,260Tourism
                        
                        
                        31,050,807
                        
                        
                        
                        5,751,936Others
                        
                        
                        1,165,534
                        )
                        
                        
                        841Consolidated
                        
                        $
                        54,543,613
                        
                        
                        $
                        23,040,037Net
      incomeadvertisement
                        
                        $
                        16,461,954
                        
                        
                        $
                        8,804,241Tourism
                        
                        
                        2,084,320
                        
                        
                        
                        2,177,645Others
                        
                        
                        (255,173
                        )
      )
                        
                        
                        (3,736
                        )Consolidated
                        
                        $
                        18,291,101
                        
                        
                        $
                        10,978,150
                        )Interest
      expense:advertisement
                        
                        $
                        -
                        
                        
                        $
                        96,308Tourism
                        
                        
                        37,168
                        
                        
                        
                        124,750Consolidated
                        
                        $
                        37,168
                        
                        
                        $
                        221,058
 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.
  -13-
  Net
Revenue:
  Net
revenue increased by $16,021,728 or 109.9%, from $14,577,765 in the fiscal year
ended December 31, 2007 to US$30,599,493 in the fiscal year ended December 31,
2008.  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 from advertisement for the fiscal year ended December 31, 2008 was
$23,319,235 and for the fiscal year ended December 31, 2007 it was
$12,246,964.  This was a one year increase of $11,072,271 or
90.4%.  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 for our tourism increased by $4,949,457 or 312%, from $2,330,801 in the
fiscal year 2007 to $7,280,258 in the fiscal year 2008 because we finished most
of the infrastructure constructions on the Great Golden Lake, and Great Golden
Lake’s capacity can afford more volume of visitors.  From October 2007
until February 2008 we were constructing a dam to control the water level at the
tourist destination.  This construction of the dam is completed and
the water level is now constant.  Our revenue from the advertising
business increased from fiscal year 2007 to fiscal year 200 and we expect it to
continue to increase due to the growing Chinese economy.
  Cost of revenue:
  Cost of
revenue increased by $5,666,001, or 273.5%, from $2,071,409 in the fiscal year
ended December 31, 2007 to $7,683,410 in the fiscal year ended December 31,
2008. The cost of revenue increased because in 2008 we had high expenses to
purchase licenses of TV programs.
  Our cost
of revenue from media for the fiscal year ended December 31, 2008 was $5,779,082
and for the fiscal year ended December 31, 2007 it was
$2,000,684.  This was an increase of $3,578,898 or
178.8%.  The increased was the result of our successful reconstruction
of our programming which led to a reduction in the speed in purchasing TV
programs.
 
 Our cost
of revenue from tourism for the fiscal year ended December 31, 2008 was
$1,904,329 and for the fiscal year ended December 31, 2007 it was
$70,726.  This was an increase of $1,833,603 or 2,693%.  The
increased was the result of the increasing of the promoting cost of Great Golden
Lake.
  Gross profit:
  Gross
profit increased by $10,409,727, or 83.2%, from $12,506,356 in the fiscal year
ended December 31, 2007 to $22,916,082 in the fiscal year ended December 31,
2008 mainly due to the increase in advertisement revenue and tourism revenue due
to increasing promotions as described
above.
 -14-
  Operating
Expenses:
  Operating
expenses were $3,595,876 in the fiscal year ended December 31, 2007, compared to
$3,919,429 in the fiscal year ended December 31, 2008.  This
represents an increase of $323,553, or 8.9%, 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
causes 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 $8,910,480 in the fiscal year ended December 31, 2007 and $18,996,653
in the fiscal year ended December 31, 2008.  The increase of
$10,086,173, or 113.1%, 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 $10,978,150 in the fiscal year ended December 31, 2007, compared to
$ 18,191,044 in the fiscal year ended December 31, 2008, an increase of
$7,212,894 or 39.65%. 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.
  
   -15-
  Recent Accounting
Pronouncements
  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.
  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.
   -16-
   2009
– 2010 Outlook
 
 Over the
course of the next few years, we intend to grow and expand our businesses in
China’s tourism, media, entertainment and other related industry.  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.
 
 With
respect to the mass media, we expect to grow by acquiring another operating
television network.
 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, 2008, we had approximately $8,715,048.08 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.
 
 Off-Balance Sheet
Arrangements
 
 We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
  ITEM 7A.  QUANTITATIVE
AND QUALITATIVE DISCLOUSURES ABOUT MARKET RISK
 
 Not
applicable because we are a smaller reporting company.
    -17-
   ITEM 8.      FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.
  CHINA
YIDA HOLDING CO. AND SUBSIDIARIES
  FOR
THE YEARS ENDED DECEMBER 31, 2008
  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-23
                  NOTES
      TO FINANCIAL STATEMENTS
 
  -18-
 
  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 sheets of China Yida Holding Co.
and Subsidiaries as of December 31, 2008 and 2007, and the related consolidated
statements of income, stockholders' equity, and cash flows for the two years
period ended December 31, 2008. 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
audits.
 
 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, 2008 and 2007, and the results
of their operations and their cash flows for the two years period ended December
31, 2008, in conformity with U.S. generally accepted accounting
principles.
 
 
 
 /s/ Kabani & Company,
Inc.
 Certified
Public Accountants
 
 Los
Angeles, California
 March 25,
2009
    F-1
  CHINA
      YIDA HOLDING CO. AND SUBSIDIARIESCONSOLIDATED
      BALANCE SHEETSDECEMBER
      31,ASSETS2008
                    
                    
                    2007Current
      assetsCash
      and cash equivalents
                    
                    $
                    8,715,048
                    
                    
                    $
                    726,631Accounts
      receivable
                    
                    
                    76,569
                    
                    
                    
                    21,965Due
      from related party
                    
                    
                    -
                    
                    
                    
                    351,450Other
      current assets
                    
                    
                    76,759
                    
                    
                    
                    36,532Prepayments
                    
                    
                    164,169
                    
                    
                    
                    24,173Total
      current assets
                    
                    
                    9,032,546
                    
                    
                    
                    1,160,751Property,
      plant and equipment, net
                    
                    
                    34,173,009
                    
                    
                    
                    8,184,546Construction
      in progress
                    
                    
                    1,979,725
                    
                    
                    
                    278,803Intangible
      assets, net
                    
                    
                    9,358,333
                    
                    
                    
                    3,956,885Advances
                    
                    
                    -
                    
                    
                    
                    9,459,052Total
      assets
                    
                    $
                    54,543,613
                    
                    
                    $
                    23,040,037LIABILITIES AND SHAREHOLDERS'
      EQUITYCurrent
      liabilitiesAccounts
      payable and accrued expense
                    
                    $
                    65,368
                    
                    
                    $
                    170,226Loan
      payable
                    
                    
                    1,172,591
                    
                    
                    
                    1,919,228Other
      payable
                    
                    
                    456,181
                    
                    
                    
                    449,507Unearned
      revenue
                    
                    
                    6,597
                    
                    
                    
                    135,945Accrued
      payroll
                    
                    
                    -
                    
                    
                    
                    70,762Tax
      payables
                    
                    
                    726,524
                    
                    
                    
                    1,626,099Total
      current liabilities
                    
                    
                    2,427,259
                    
                    
                    
                    4,371,767Stockholders'
      equityPreferred
      stock (10,000,000 shares authorized, 1 share issued and outstanding,
      par value $0.001)
                    
                    
                    -
                    
                    
                    
                    -Common
      stock (100,000,000 shares authorized and 68,084,487 and 9,999,955issued
      and outstanding as of December 31, 2008 and December 31, 2007, par value
      $0.0001)
                    
                    
                    27,809
                    
                    
                    
                    10,000Additional
      paid in capital
                    
                    
                    21,601,288
                    
                    
                    
                    8,591,847Accumulated
      other comprehensive income
                    
                    
                    3,134,077
                    
                    
                    
                    1,004,344Retained
      earning
                    
                    
                    27,353,180
                    
                    
                    
                    9,062,079Total
      stockholders' equity
                    
                    
                    52,116,354
                    
                    
                    
                    18,668,270Total
      liabilities and stockholders' equity
                    
                    $
                    54,543,613
                    
                    
                    $
                    23,040,037The
      accompanying notes are an integral part of these audited consolidated
      financial statements.
   F-2
  CHINA
      YIDA HOLDING CO. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOMEFOR
      THE YEARS ENDED DECEMBER 31, 2008 AND 20072008
                        
                        
                        2007Net
      revenueAdvertisement
                        
                        $
                        23,319,235
                        
                        
                        $
                        12,246,964Tourism
                        
                        
                        7,280,258
                        
                        
                        
                        2,330,801Total
      net revenue
                        
                        
                        30,599,493
                        
                        
                        
                        14,577,765Cost
      of revenueAdvertisement
                        
                        
                        5,779,082
                        
                        
                        
                        2,000,684Tourism
                        
                        
                        1,904,329
                        
                        
                        
                        70,726Total
      cost of revenue
                        
                        
                        (7,683,410
                        )
                        
                        
                        (2,071,409
                        )Gross
      profit
                        
                        
                        22,916,082
                        
                        
                        
                        12,506,356Operating
      expensesSelling
      expenses
                        
                        
                        1,456,229
                        
                        
                        
                        973,459Operating
      and administrative expenses
                        
                        
                        2,463,201
                        
                        
                        
                        2,622,417Total
      operating expenses
                        
                        
                        3,919,429
                        
                        
                        
                        3,595,876Income
      from operations
                        
                        
                        18,996,653
                        
                        
                        
                        8,910,480Other
      (income) expenseOther
      income - donation income
                        
                        
                        -
                        
                        
                        
                        (2,437,333
                        )Other
      expense, net
                        
                        
                        22,869
                        
                        
                        
                        8,869Interest
      expense
                        
                        
                        37,168
                        
                        
                        
                        221,058Interest
      income
                        
                        
                        (24,832
                        )
                        
                        
                        (1,775
                        )Finance
      expense
                        
                        
                        -
                        
                        
                        
                        4,742Total
      other expense
                        
                        
                        35,205
                        
                        
                        
                        (2,204,440
                        )Income
      before income taxes
                        
                        
                        18,961,448
                        
                        
                        
                        11,114,920Provision
      for income taxes
                        
                        
                        670,347
                        
                        
                        
                        136,770Net
      income
                        
                        
                        18,291,101
                        
                        
                        
                        10,978,150Other
      comprehensive incomeForeign
      currency translation gain
                        
                        
                        2,129,733
                        
                        
                        
                        961,760Other
      comprehensive income
                        
                        $
                        20,420,834
                        
                        
                        $
                        11,939,910Basic
      net earnings per share
                        
                        $
                        0.32
                        
                        
                        $
                        1.16Basic
      weighted average shares outstanding
                        
                        
                        57,581,530
                        
                        
                        
                        9,445,859Diluted
      net earnings per share
                        
                        $
                        0.32
                        
                        
                        $
                        1.16Diluted
      weighted average shares outstanding
                        
                        
                        57,581,530
                        
                        
                        
                        9,445,859
 
 F-3
  CHINA
      YIDA HOLDING CO. AND SUBSIDIARIESCONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ EQUITYFOR
      THE YEARS ENDED DECEMBER 31, 2008 AND 2007#
      of shares of common stock outstanding
                                
                                
                                Common
      stock
                                
                                
                                Additional
      paid in capital
                                
                                
                                Other
      comprehensive income
                                
                                
                                Retained
      earning (accumulated deficit)
                                
                                
                                TotalBalance
      at December 31, 2006
                                
                                
                                9,401,597
                                
                                
                                
                                940
                                
                                
                                
                                8,600,907
                                
                                
                                
                                42,584
                                
                                
                                
                                (1,916,071
                                )
                                
                                
                                6,728,360Recapitalization
                                
                                
                                598,358
                                
                                
                                
                                60
                                
                                
                                
                                (60
                                )
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -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
                                
                                
                                9,999,955
                                
                                
                                
                                10,000
                                
                                
                                
                                8,591,847
                                
                                
                                
                                1,004,344
                                
                                
                                
                                9,062,079
                                
                                
                                
                                18,668,270Recapitalization
                                
                                
                                44,751,046
                                
                                
                                
                                4,475
                                
                                
                                
                                (4,475
                                )
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Shares
      issued for cash
                                
                                
                                13,333,486
                                
                                
                                
                                13,334
                                
                                
                                
                                13,013,916
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                13,027,250Foreign
      currency translation
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                2,129,733
                                
                                
                                
                                -
                                
                                
                                
                                2,129,733Net
      income from the year ended December 31, 2008
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                18,291,101
                                
                                
                                
                                18,291,101Balance
      at December 31, 2008
                                
                                
                                68,084,487
                                
                                
                                $
                                27,809
                                
                                
                                $
                                21,601,288
                                
                                
                                $
                                3,134,077
                                
                                
                                $
                                27,353,180
                                
                                
                                $
                                52,116,354
  The
accompanying notes are an integral part of these audited consolidated financial
statements.
   F-4
 CHINA
      YIDA HOLDING CO. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF CASH FLOWSFOR
      THE YEARS ENDED DECEMBER 31, 2008 AND 20072008
                    
                    
                    2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Income
                    
                    $
                    18,291,101
                    
                    
                    $
                    10,978,150Adjustments
      to reconcile net income  to net cashprovided
      by operating activities:Depreciation
                    
                    
                    399,884
                    
                    
                    
                    357,066Amortization
                    
                    
                    4,264,777
                    
                    
                    
                    183,333(Increase)
      / decrease in assets:Accounts
      receivables
                    
                    
                    (52,128
                    )
                    
                    
                    156,113Other
      receivables
                    
                    
                    (1,061,873
                    )
                    
                    
                    1,081,853Prepaid
      expense
                    
                    
                    79
                    
                    
                    
                    (17,636
                    )Advances
                    
                    
                    6,932,750
                    
                    
                    
                    (8,812,439
                    )Increase/(decrease)
      in current liabilities:Accounts
      payable and accrued expenses
                    
                    
                    (114,535
                    )
                    
                    
                    (72,670
                    )Tax
      payable
                    
                    
                    (993,859
                    )
                    
                    
                    1,031,136Unearned
      revenue
                    
                    
                    (136,255
                    )
                    
                    
                    101,934Accrued
      payroll
                    
                    
                    55,392
                    
                    
                    
                    28,563Other
      payable
                    
                    
                    (203,257
                    )
                    
                    
                    (580,370
                    )Total
      Adjustments
                    
                    
                    9,090,975
                    
                    
                    
                    (6,543,117
                    )Net
      cash provided by operating activities
                    
                    
                    27,382,076
                    
                    
                    
                    4,435,033CASH
      FLOWS FROM INVESTING ACTIVITIESAdditions
      to property & equipment
                    
                    
                    (25,364,501
                    )
                    
                    
                    (188,013
                    )Proceeds
      from loan to related party
                    
                    
                    -
                    
                    
                    
                    595,290Payments
      for construction in progress
                    
                    
                    (1,652,510
                    )
                    
                    
                    (2,395,927
                    )Purchase
      of intangible assets
                    
                    
                    (6,476,964
                    )
                    
                    
                    -Net
      cash used in investing activities
                    
                    
                    (33,493,975
                    )
                    
                    
                    (1,988,651
                    )CASH
      FLOWS FROM FINANCING ACTIVITIESProceed
      from related party
                    
                    
                    -
                    
                    
                    
                    (1,748,987
                    )Issuance
      of shares for cash
                    
                    
                    13,027,250
                    
                    
                    
                    -Loan
      payments
                    
                    
                    607,928
                    
                    
                    
                    (2,103,658
                    )Net
      cash provided by (used in) financing activities
                    
                    
                    13,635,178
                    
                    
                    
                    (3,852,644
                    )EFFECT
      OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
                    
                    
                    465,139
                    
                    
                    
                    (83,017
                    )NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                    
                    
                    7,988,417
                    
                    
                    
                    (1,489,279
                    )CASH
      AND CASH EQUIVALENTS, BEGINNING BALANCE
                    
                    
                    726,631
                    
                    
                    
                    2,215,910CASH
      AND CASH EQUIVALENTS, ENDING BALANCE
                    
                    $
                    8,715,048
                    
                    
                    $
                    726,631SUPPLEMENTAL
      DISCLOSURES:Non-cash
      transaction:Transferred
      to fixed asset from construction in progress
                    
                    $
                    25,320,569
                    
                    
                    $
                    171,980.00Cash
      paid during the quarter for:Income
      tax payments
                    
                    $
                    317,668
                    
                    
                    $
                    -Interest
      payments
                    
                    $
                    109,499
                    
                    
                    $
                    221,058
 
  The
accompanying notes are an integral part of these audited consolidated financial
statements.
   F-5
  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.
   F-6
   Cynaptec
Information Systems Inc. owns 47% of the issued and outstanding common shares of
InteliSys Aviation Systems Inc.
 
 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.
  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 June
20, 2007, the shareholders approved reverse stock split of our common stock on
the basis of one post-consolidation share for up to each ten
pre-consolidation  shares.
  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.
 F-7
  Hongkong
Yi Tat was established on July 28, 2000, under the laws of Hong Kong Special
Administration Region.
  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 resort 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.
  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 by Jintai, 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. 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.
  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");
  F-8
  ·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.
  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.
  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.
  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.
   F-9
  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, 2008 and 2007, the
Company had accounts receivable of $76,569 and $21,965,
respectively.
  e.Prepayments
  The
Company advances to certain vendors for purchase of its material and necessary
service. As of December 31, 2008 and 2007, the prepayments amounted to $164,169
and $24,173, respectively.
 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.
 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,
2008.
  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 $6,597 and $135,946 as of
December 31, 2008 and 2007, respectively.
 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 tourist revenue is recognized when a ticket is
purchased.
 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-10
 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, 2008 and 2007 were $406,899 and $148,000,
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.
 
 XHJ has
signed a contract with the Company to assign the Company to manage the
commercial of the TV station. The Company is responsible for paying the air time
for RMB5,000,000. XHJ is responsible for paying RMB 5,000,000 to purchase the TV
programs and entitled to revenue other than the commercial revenue. It also
states that if the Company helps XHJ to purchase the TV programs and if pays
equaling or more than RMB 5,000,000 then the Company does not have to pay RMB
5,000,000 for airtime anymore. The amount paid over RMB 5,000,000 by the Company
will be the Company’s expenses and will not be reimbursed by XHJ. The
advertising costs incurred are charged as cost of sales against specific airtime
segments.
  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.
  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.
 Weighted
average number of shares used to compute basic and diluted loss per share for
the years ended December 31, 2008 & 2007 are the same since the effect of
dilutive securities is anti-dilutive.
  F-11
   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, 2008 and 2007, 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, 2008 and 2007:
  Years
      ended December 31,2008
                              
                              
                              2007Revenues
      from unaffiliated customers:Advertisement
                              
                              $
                              23,319,235
                              
                              
                              $
                              12,246,964Tourism
                              
                              
                              7,280,258
                              
                              
                              
                              2,330,801Consolidated
                              
                              $
                              30,599,493
                              
                              
                              $
                              14,577,765Operating
      income :Advertisement
                              
                              $
                              16,564,398
                              
                              
                              $
                              8,996,777Tourism
                              
                              
                              2,705,267
                              
                              
                              
                              467,452Others
                              
                              
                              (273,012
                              )
      )
                              
                              
                              (3,749
                              )Consolidated
                              
                              $
                              18,996,653
                              
                              
                              $
                              9,460,480Identifiable
      assets:advertisement
                              
                              $
                              22,327,272
                              
                              
                              $
                              17,287,260Tourism
                              
                              
                              31,050,807
                              
                              
                              
                              5,751,936Others
                              
                              
                              1,165,534
                              )
                              
                              
                              841Consolidated
                              
                              $
                              54,543,613
                              
                              
                              $
                              23,040,037
  F-12
  Net
      incomeadvertisement
                      
                      $
                      16,461,954
                      
                      
                      $
                      8,804,241Tourism
                      
                      
                      2,084,320
                      
                      
                      
                      2,177,645Others
                      
                      
                      (255,173
                      )
      )
                      
                      
                      (3,736
                      )Consolidated
                      
                      $
                      18,291,101
                      
                      
                      $
                      10,978,150
                      )Interest
      expense:advertisement
                      
                      $
                      -
                      
                      
                      $
                      96,308Tourism
                      
                      
                      37,168
                      
                      
                      
                      124,750Consolidated
                      
                      $
                      37,168
                      
                      
                      $
                      221,058
  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
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.
  F-13
  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.  
OTHER ASSETS
  Other
assets amounted to $76,759 and $36,532 as of December 31, 2008 and 2007,
respectively. Other assets is mainly comprised of advances to employees and
other unrelated parties, interest free, and due on demand.
 4.  
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.
  5.  
PROPERTY, PLANT AND EQUIPMENT
  Property,
plant and equipment consist of the following as of December 31,
2008:
  2008
                      
                      
                      2007Building
                      
                      $
                      34,872,855
                      
                      
                      $
                      8,467,310Electronic
      Equipments
                      
                      
                      193,494
                      
                      
                      
                      171,893Transportation
      Equipments
                      
                      
                      63,442
                      
                      
                      
                      59,336Office
      Furniture
                      
                      
                      8,946
                      
                      
                      
                      7,946Subtotal
                      
                      
                      35,103,887
                      
                      
                      
                      8,706,485Less:
      Accumulated Depreciation
                      
                      
                      (965,278
                      )
                      
                      
                      (521,939
                      )Total
                      
                      $
                      34,173,009
                      
                      
                      $
                      8,184,546
  Depreciation
expenses for the years ended December 31, 2008 and 2007 were $399,884 and,
$357,066 respectively.
   F-14
  6. 
CONSTRUCTION IN PROGRESS
  Construction
in progress amounted to $1,979,725 of December 31,
2008 and is mainly constructions for a dam in the tourist resort where the
Company has management right. The amount of capitalized interest included in
construction in progress amounted $100,057 in the year ended December 31,
2008.  The Company will begin depreciating these assets when they are
placed in service.
 
 The
Company entered a construction contract with an unrelated party to develop
project of Zhuangyuanyan resort on January 2008. The project costed $11,590,370
(RMB80.23 million) and was completed during the the year ended December 31,
2008,
 
 The
Company entered another construction contract with an unrelated party to develop
project of Luohanshan resort on May 2008.  The whole project costed
$9,170,910 (RMB 63.72 million) and was completed during the year ended
December 31, 2008..
 
 The
Company also entered a construction contract with an unrelated party to develop
project of Jinhu Harbor  resort on July 2008. The total contract
amount was $4,559,290 (RMB 31,68 million) and the project completed during the
year ended December 31, 2008.
 
 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.
  7.   
INTANGIBLE ASSETS
  Intangible
assets were ss of December 31 as follows:
  2008
                          
                          
                          2007Intangible
      assetManagement
      right of tourist resort
                          
                          $
                          5,130,084
                          
                          
                          $
                          4,798,070Advertising
      board
                          
                          
                          6,595,823
                          
                          
                          
                          -Accumulated
      amortization
                          
                          
                          (2,367,574
                          )
                          
                          
                          (841,185
                          )Total
                          
                          $
                          9,358,555
                          
                          
                          $
                          3,956,885
  The
company acquired 30 years tourist resort management right at August, 2001 from
unrelated parties by paying cash. The Company entered an agreement with one
third party on February 29, 2008 and obtained five-year use rights of 30 outside
advertising boards in Fuzhou city amounting to
$6,595,823 (RMB45,000,000).The term of the contact is in excess of twelve
months and inures exclusive operation rights for the registrant in the future 5
years. The registrant expects the future economic benefits from the advertising
revenue through the 30 outside boards.
  In
accordance with SFAS 142 the advertising board is a non monetary asset without
physical substance that provides probable future economic benefits and has costs
that can be reliably measured. An intangible asset is identifiable if it arises
from contractual or other legal rights, regardless of whether those rights are
transferable or separable from the entity or from other rights and
obligations.
  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, 2008 the Company expects these assets to be fully
recoverable.
  Total
amortization expenses for the years ended December 31, 2008 and 2007 amounted to
$1,247,415 and $183,333 respectively. Amortization expenses for next five years
after December 31, 2007 are as follows:
 
 1
      year
                      
                      $
                      1,463,3142
      year
                      
                      
                      1,463,3143
      year
                      
                      
                      1,463,3144
      year
                      
                      
                      1,463,3145
      year
                      
                      
                      383,820Thereafter
                      
                      $
                      3,130,333
  F-15
   8.  ADVANCES
  During
December 2007, the company entered into several contracts with unrelated parties
for marketing and TV programming amounting to $$9,459,052 (RMB 69,000,000). The
Company amortized the service expense beginning in 2008.
  Fuyu
and Yintai entered two marketing promotion agreements with two tour agents
(unrelated parties) for promoting the resorts the Company owns in the next three
years in March 2008. The two tour agents promise to bring tourism revenue for
Yintai amounting to $2,926,552 (RMB 21 million) annually for the next three
years. At the same time, Fuyu had prepaid the special market promotion fee
$5,346,421 ($1,782,140 annual) to the two contractors entirely for the next
three years.   Fuyu also provide 500 minutes advertisement free
annually for the two contractors. The prepaid expense for the two tour agents as
of December 31, 2007 was $- and $5,357,385 respectively.
  Fuyu
entered another contract with another unrelated party for purchasing TV
programme . Fuyu prepaid $4,112,631 (RMB 30 million) to the unrelated party as
of December 31, 2007 and the contractor promise to bring advertising
revenue to Fuyu  amounting to $2,741,754 (RMB 20 million) annually for
the next three years.  The prepaid balance for this contract was
amounting to $4,101,667 as of December 31, 2007.
  Total
amortization expenses  amounted to $3,107,362 (RMB 20,8
million).
  During
the year ended December 31, 2008, the Company cancelled all three contracts per
above  and  received  the rest of the prepayment
amounting $6932750
(RMB 48.2 million) .
  9.
OTHER PAYABLE
  Other
payables are payables due to unrelated parties other than supplier vendors. The
amount were  $456,181 and 449,507, due on demand and interest free as
of December 31, 2008 and 2007, respectively.
  10.  
TAX PAYABLES
  Tax
payables consist of the following as of:
 December
      31, 2008
                                                
                                                
                                                December
      31, 2007City
      planning tax
                                                
                                                $
                                                6,729
                                                
                                                
                                                $
                                                50,876Business
      tax payable
                                                
                                                
                                                139,616
                                                
                                                
                                                
                                                873,701Individual
      income tax payable
                                                
                                                
                                                1,136
                                                
                                                
                                                
                                                667Income
      tax payable
                                                
                                                
                                                511,624
                                                
                                                
                                                
                                                142,604Education
      fee
                                                
                                                
                                                5,434
                                                
                                                
                                                
                                                34,911Cultural
      construction fee
                                                
                                                
                                                61,985
                                                
                                                
                                                
                                                523,339Total
                                                
                                                $
                                                726,524
                                                
                                                
                                                $
                                                1,626,099
  11.  
LOAN PAYABLE
  As of
December 31, 2008, the loan payables are as follows:
  2008
                                      2007Short
      term loan payableBank
      of China
                                      
                                      
                                      --
                                      822,526Fuzhou
      Commerical Bank
                                      
                                      
                                      -
                                      1,096,702Merchant
      bank of Fuzhou
                                      
                                      
                                      1,172,591
                                      -Total
                                      
                                      $
                                      1,172,591
                                      $1,919,228
   F-16
  As of
December 31, 2008, the Company had a loan payable of $1,172,591 to Merchant bank
of Fuzhou in China, with an annual interest rate of 8.66% from November 14, 2008
to November 13, 2009. The loan is guaranteed by a related party 80% owned by the
same shareholder of the Company.
 
 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 $37,168 and $221,058 for the years ended December 31, 2008
and 2007. The Company has paid interest $109,499 and $221,058 for the years
ended December 31, 2008 and 2007.
 12.   OTHER
(INCOME) EXPENSES
  Other
(income) expenses consists of the following for the years ended December 31,
2008 and 2007:
  2008
                      
                      
                      2007Donation
      income
                      
                      $
                      -
                      
                      
                      $
                      (2,437,333
                      )Other
      expenses
                      
                      
                      22,869
                      
                      
                      
                      8,869Interest
      expense
                      
                      
                      137,225
                      
                      
                      
                      221,058Interest
      income
                      
                      
                      (24,832
                      )
                      
                      
                      (1,775
                      )Finance
      costs
                      
                      
                      -
                      
                      
                      
                      4,742$
                      135,261
                      
                      
                      $
                      (2,204,440
                      )
  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. During the year ended
December 31, 2007, the company recorded $2,437,333 as donation
income
 
 The
company have organized several Buddhist ceremonies in the the temple located
inside of Great Golden Lake in 2007. Donation were generated from those Buddhist
ceremonie. Starting from Janurary 2008, the company initiated the new
constructions to expand and upgrade the Great Golden Lake destination and
completed those constructions towards the end of 2008.  The entrance
of temple was part of constructions site and was restricted to access during the
construction. Therefore, no Buddhist ceremonies could be held during 2008, and
no donations were received from ceremonies.
  F-17
  13.  
INCOME TAXES
  The
Company is registered in Hong Kong, China and has operations in primarily two
tax jurisdictions - the PRC and China (HK). For certain operations in the HK and
PRC, the Company has incurred net accumulated operating losses for income tax
purposes. The Company believes that it is more likely than not that these net
accumulated operating losses will not be utilized in the future. Therefore, the
Company has provided full valuation allowance for the deferred tax assets
arising from the losses at these locations as of December 31, 2008. Accordingly,
the Company has no net deferred tax assets.
  The
provision for income taxes from operations income consists of the following for
the twelve month periods ended December 31, 2008 and 2007:
 
 2008
                              
                              
                              2007HK Current
      Income Tax Expense (Benefit)
                              
                              $
                              -
                              
                              
                              $
                              -PRC
      Current Income Expense (Benefit)
                              
                              $
                              670,347
                              
                              
                              $
                              136,770Total
      Provision for Income Tax
                              
                              $
                              670,347
                              
                              
                              $
                              136,770
  The
following is a reconciliation of the provision for income taxes at the PR and HK
tax rate to the income taxes reflected in the Statement of
Operations:
  December
      31, 2008
                                                                      
                                                                      December
      31, 2007Tax
      expense (credit) at statutory rate - HK
                                                                      
                                                                      
                                                                      17.5
                                                                      %
                                                                      
                                                                      
                                                                      17.5
                                                                      %Changes
      in valuation allowance
                                                                      
                                                                      
                                                                      (17.5
                                                                      %)
                                                                      
                                                                      
                                                                      (17.5
                                                                      %)Foreign
      income tax rate
                                                                      
                                                                      
                                                                      25
                                                                      %
                                                                      
                                                                      
                                                                      30
                                                                      %Foreign
      income tax benefit - PRC
                                                                      
                                                                      
                                                                      (21
                                                                      %)
                                                                      
                                                                      
                                                                      (29
                                                                      %)Tax
      expense at actual rate
                                                                      
                                                                      
                                                                      4
                                                                      %
                                                                      
                                                                      
                                                                      1
                                                                      %
  People’s Republic of China
(PRC)
 
 Pursuant
to the PRC Income Tax Laws, the Company's subsidiary is generally subject to
Enterprise Income Taxes ("EIT") at a statutory rate of 33%, which comprises 30%
national income tax and 3% local income tax before 2008. Beginning January 1,
2008, the new Enterprise Income Tax ("EIT") law will replace the existing laws
for Domestic Enterprises ("DES") and Foreign Invested Enterprises ("FIEs"). The
new standard EIT rate of 25% will replace the 33% rate currently applicable to
both DES and FIEs. The Company’s applicable EIT rate under new EIT law is 25%
which was approved by local Tax department.
  The
applicable income tax rate for the business operation in PRC is 25% in 2008
except Fuyu. Fuyu is completely exempt of income tax for the first 2 years up to
September 2009.There were no significant book and tax basis
difference.
   F-18
  14.  
SHAREHOLDERS’ EQUITY
 
 1)
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 own 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
                  
                  Common
      Stock
                  
                  Additional
      Paid-in Capital
                  
                  TotalSharesBalance, 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.
   F-19
 
 2)
SECURITY ISSUANCE AGREEMENT
 
 On
November 19, 2007, the Company entered into a Stock Purchase Agreement and Share
Exchange with Keenway Limited and its certain shareholders (the “Stock Purchase
Agreement”).  At the time of the Stock Purchase Agreement, it was the
intent of all the parties involved to deliver to the shareholders of Keenway 99%
of the outstanding shares of the Company common stock.  However, the
Company had 100,000,000 shares authorized and could only issue 94,524,442 shares
to the persons receiving shares in the Stock Purchase Agreement which resulted
in an issuance of 94.5% of the shares to the shareholders listed in the Stock
Purchase Agreement.  Accordingly, following the Closing of the Stock
Purchase Agreement, the Company conducted two 10-for-1 reverse stock splits in
order to reduce the number of shares outstanding to be able to issue shares to
the persons receiving shares under the Stock Purchase Agreement.  On
February 28, 2009, the Company authorized the issuance of 44,751,046 shares (in
the same proportion) to the shareholders of the Stock Purchase
Agreement.  This was defined as a Corrective Issuance in Section 5.12
of the Securities Purchase Agreement that closed on March 7, 2009.
  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. The company
paid $972,750 to the various parties as fund raising cost directly from the fund
raised amounting of $14,000,000 which was closed on March 7,
 2008.
  Pursuant
to terms, the warrants can be converted into 6,666,667 shares of common stock at
an exercise price of $1.25 per share and can be exercised beginning on September
6, 2008 and will expire on September 6, 2011. Cashless exercise available with
payment in common shares of the company if shares underlying the warrant are not
registered. And Call provision (at the option of the grantor) in the warrants is
available if the company attains certain EPS at December 31, 2008.  The
warrants are permanent in nature with no requirement on the part of the Company
to redeem for cash.
 
 Additionally, majority
shareholders of the Company and the Company entered into a Lock-Up Agreement
whereby both parties agreed not to sell any securities for a period of 12 months
after the initial registration statement associated with this financing is
declared effective.  Lastly, our Chairman and the Company entered into
a Make Good Agreement whereby he has pledged 13,333,334 shares of his common
stock of the Company as security for the Company reaching certain earnings
thresholds for the fiscal years ended 2007 and 2008. If the Company meets these
thresholds, the Make Good Shares will be released from escrow and returned to
the Chairman.  Alternatively, if the Company fails to meet the
earnings requirements, the Make Good Shares will be released to the Investors as
additional compensation.
  The
assumptions used for warrants issued with the share purchasing in Black Scholes
calculation are as follow:
 Risk-free
      interest rate
                        
                        
                        2.5
                        %Expected
      life of the options
                        
                        3
      yearExpected
      volatility
                        
                        
                        514.17
                        %Expected
      dividend yield
                        
                        
                        0
                        %
  Warrants
outstanding at December 31, 2008 and related weighted average price and
intrinsic value are as follows:
  Exercise
      Prices
                    
                    
                    Total
                      Warrants
                      Outstanding
                    
                    
                    Weighted
                      Average
                      Remaining
      Life
                      (Years)
                    
                    
                    Total
                      Weighted
                      Average
                      Exercise
      Price
                    
                    
                    Warrants
                      Exercisable
                    
                    
                    Weighted
                      Average
                      Exercise
      Price
                    
                    
                    Aggegrate
                      Intrinsic
                      Value$
                    1.05
                    
                    
                    
                    6,666,667
                    
                    
                    
                    2.25
                    
                    
                    $
                    1.05
                    
                    
                    
                    6,666,667
                    
                    
                    $
                    1.05
                    
                    
                    $
                    -
 
  F-20
  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, 2008. There are no major vendors which accounting
over 10% of the total purchase for the year ended December 31, 2008. 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
  The
Company incurred rent expenses $22,066 and $8,000 for the years ended December
31, 2008 and 2007.
  The
Company and its subsidiaries made no commitments of leases for future. So there
is no lease commitment in the future.
 18.   SUBSEQUENT
EVENTS
 
 Railroad
On-board Programming:  Effective February 13, 2009, we entered into a
Cooperation Agreement with Railway Media Center for the purpose of collaborating
with RMC to produce programs titled “Journey through China on the Train” that
will be broadcast to passengers traveling on train.  Pursuant to this
agreement, we are obligated to plan and film the Journey Program, and RMC shall
review and broadcast the Journey Program. The content of the Journey Program
will focus on introduction and preview of natural resources, culture and
history of tourism destinations, tourism advertisement and travel tips. RMC will
appoint the program supervisor and we will appoint all the other
personnel.
  We and
RMC agreed that the Journey Program shall be inserted into the programs produced
by RMC for train passengers and be broadcast in accordance with the following
rules:
 1.
                  For
      the train line into Tibet, the Journey Program will be limited to 20'
      duration, and be inserted into the program that RMC produced by
      themselves. The Journey Program shall be broadcast daily on a rolling
      basis.
 2.
                  For
      the high-speed motor train unit, the Journey Program will be limited to
      the range of 5-20 minutes, and be broadcast daily on a rolling
      basis.
 3.
                  For
      the national broadcast channels covering 18 railway bureaus, we will
      produce a new 20' episode every week with its premier broadcast on
      Saturday evening and replay on Sunday
afternoon.
 4.
                  During
      the Term, if RMC increases its train TV broadcast channels, the Journey
      Program will be inserted into these added channels and be broadcast on a
      rolling basis.
 F-21
  ITEM 9.     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
9A(T).  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, 2008. Based
on this evaluation, our principal executive officer and principal financial
officers have concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules.
 
 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, 2008.
 
 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.
 
 
 PART
III
 
 ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
 
 The
following persons are members of the Board of Directors:
  NAME
                  AGE
                  POSITIONMr.
      Chen Minhua (1)
                  51
                  Chairman
      and Chief Executive OfficerMs.
      Fan Yanling (1)
                  35
                  Secretary
      and DirectorMr. George
      Wung
                  35
                  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)
                  51
                  Chairman
      and Chief Executive OfficerMs.
      Fan Yanling (1)
                  35
                  Secretary
      and DirectorMr.
      George Wung
                  35
                  Chief
      Financial Officer and
Director
  -19-
   (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, 51,
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,
35 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.”
  George Wung, Chief Financial Director
of Hong Kong Yi Tat International Investment Ltd.
 Male,
35 years old, He has significant experience of financing in large scale
enterprises.  Between February 2002 and December 2003, he was the
Senior Vice President of the Global American Investments, Inc..  From
January 2004 to October 2005, he worked as the director of the
Prosperity Financial Group.  From October 2005 to January 2009, Mr.
Wung has been the managing director of Etech Securities Inc.
 
 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. George Wung is earning a salary of $60,000 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.
 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.
   -20-
   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.
 
 Involvement in Certain Legal
Proceedings
 
 To our
knowledge, during the past five (5) years, none of our directors, executive
officers, promoters, control persons, or nominees has been:
  §
              the
      subject of any bankruptcy petition filed by or against any business of
      which such person was a general partner or executive officer either at the
      time of the bankruptcy or within two years prior to that
    time;
  §
              convicted
      in a criminal proceeding or is subject to a pending criminal proceeding
      (excluding traffic violations and other minor
  offenses);
  §
              subject
      to any order, judgment, or decree, not subsequently reversed, suspended or
      vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or
  §
              found
      by a court of competent jurisdiction (in a civil action), the Commission
      or the Commodity Futures Trading Commission to have violated a federal or
      state securities or commodities
law.
 
 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,
2008.
  Auditors; Code of Ethics;
Financial Expert
 
 We do not
have an audit committee financial expert.  We do not have an audit
committee financial expert because we believe the cost related to retaining a
financial expert at this time is prohibitive.  Furthermore, because we
are only beginning our commercial operations, at the present time, we believe
the services of a financial expert are not warranted.
  Potential Conflicts of
Interest
 
 We are
not aware of any current or potential conflicts of interest with any of our
executives or directors.
 
 
 ITEM
11.   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, 2008 and 2007 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):
    -21-
 
 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
                    2008
                    $
                    0
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    $
                    02007
                    $
                    0
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    $
                    0Fan
      Yanling, Secretary
                    2008
                    $
                    0
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    $
                    02007
                    $
                    0
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    $
                    0George
      Wung*
                      CFO
                    2008
                    $
                    0
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    $
                    02007
                    $
                    0
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    $
                    0
  *George
Wung was hired in January 9, 2009 and therefore did not receive any compensation
in 2007 and 2008. His contract provides for a salary of $60,000 for the year
2009. A more detailed description of his employment is discussed in the Form 8-K
dated January 14, 2009 and such Form 8-K is referred to and incorporated
herein.
  ITEM 12.   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%George
      Wung, CFO
                        0
                        0%All
      Executive Officers
                        44,895,822
                        65.98%and
      Directors as a Group(3
      people)
 
 ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
  None.
 
 ITEM
14.   PRINCIPAL ACCOUNTING FEES AND SERVICES
 
 (1)
Audit Fees
 
 Audit
Fees
  For the
Company’s fiscal year ended December 31, 2008, we were billed approximately
$105,000 for professional services rendered for the audit and review of our
financial statements. That total amount consisted of $105,000 for the
auditing and review of the financial statements for the fiscal year
2008.
  Legal
Fees
  For the
Company’s fiscal year ended December 31, 2008, we were billed approximately
$100,000 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, 2008.
  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.
   -22-
 
 
 PART
IV
 
 ITEM 15.   EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.
  a)
Documents filed as part of this Annual Report
  1.
Financial Statements
  2.
Financial Statement Schedules
  3.
Exhibits
  Exhibit No.
                        Title
      of Document14
                        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 2002.31.2
                        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 2002.32.2
                        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.
 
 -23-
 
 
 SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 
  CHINA
      YIDA HOLDING, CO.Date:
      March 31, 2009
                      By:
                      /s/ Chen,
      MinhuaChen,
      Minhua
                        Chief
      Executive OfficerBy:
                      /s/ George
      WungGeorge
      WungPrincipal
      Accounting Officer