UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        D.C.
        20549
 
 FORM
        10-Q
  
 [X]
        QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
        1934:
  For
        the Quarterly Period ended March 31, 2008
  [  ]
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE
        ACT
  For
        the
        transition period from __________________ to __________________
 
 Commission
        File Number: 1-10559
  China
        International Tourism
        Holdings Ltd.
 (Exact
        name of registrant as specified in its charter)
  Nevada
              65-1021346(State
                  or other jurisdiction of
              (IRS
                  Employer Identification No.)incorporation
                  or organization)
  E
        Pang Gong Site, 44 Hong
        Guang Road, Xi An, P.R. China 710068
 (Address
        of principal executive offices)
 
 (
        8629 )
        8436-8561
 (Issuer's
        telephone number)
  Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Exchange Act 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 [  ]
  Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, a non-accelerated filer, or a smaller reporting
        company.
  Large
        accelerated filer [
        ]                                                                           
Accelerated filer [ ]
  Non-accelerated
        filer [
        ]                                                                           
Smaller Reporting Company [X]
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes [  ] No [X]
 
 Number
        of
        shares of common stock outstanding as of May 14, 2008: 
48,591,809
 Number
        of
        shares of preferred stock outstanding as of May 14,
        2008:   3,295,000
 
 1
 Table
            of Contents
 
 CAUTIONARY
        STATEMENT REGARDING FORWARD LOOKING INFORMATION
  The
        discussion contained in this 10-Q under the Securities Exchange Act of 1934,
        as
        amended, contains forward-looking statements that involve risks and
        uncertainties. The issuer's actual results could differ significantly from
        those
        discussed herein. These include statements about our expectations, beliefs,
        intentions or strategies for the future, which we indicate by words or phrases
        such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the
        Company believes," "management believes" and similar language, including
        those
        set forth in the discussions under "Notes to Financial Statements" and
        "Management's Discussion and Analysis or Plan of Operation" as well as those
        discussed elsewhere in this Form 10-Q. We base our forward-looking statements
        on
        information currently available to us, and we assume no obligation to update
        them. Statements contained in this Form 10-Q that are not historical facts
        are
        forward-looking statements that are subject to the "safe harbor" created
        by the
        Private Securities Litigation Reform Act of 1995.
  2
  TABLE
                  OF
                  CONTENTSPART
                  I. FINANCIAL INFORMATIONITEM
                  1.FINANCIAL
                  STATEMENTS
              4ITEM
                  2.MANAGEMENT'S
                  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
              10ITEM
                  3. QUANTITATIVE
                  AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              11ITEM
                    4.CONTROLS
                    AND
                    PROCEDURES
              11PART
                  II. OTHER INFORMATIONITEM
                  1.LEGAL
                  PROCEEDINGS
              12ITEM
                  1A.RISK
                  FACTORS
              12ITEM
                  2.CHANGES
                  IN
                  SECURITIES AND USE OF PROCEEDS
              12ITEM
                  3. DEFAULTS UPON SENIOR
                  SECURITIES
              12ITEM
                  4. SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
              12ITEM
                  5.OTHER
                  INFORMATION
              12ITEM
                  6.EXHIBITS
                  AND
                  REPORTS ON FORM 8-K
              12SIGNATURES
              13INDEX
                  TO
                  EXHIBITS
              14
  3
 Table
            of Contents
  ITEM
        1. FINANCIAL STATEMENTS
  INDEX
                  TO INTERIM FINANCIAL STATEMENTSPageConsolidated
                  Unaudited Condensed Balance Sheet - March 31, 2008
              5Consolidated
                  Unaudited Condensed Consolidated Statements of Operations and
                  Comprehensive Income - For the Three Months Ended March 31, 2008
                  and
                  2007
              6Consolidated
                  Unaudited Condensed Statements of Cash Flows - For the Three Months
                  Ended
                  March 31, 2008 and 2007
              7Notes
                  to Consolidated Unaudited Condensed Financial Statements
              8
  4
 Table
            of Contents
 
 CHINA
                  INTERNATIONAL TOURISM
                  HOLDINGS, LTD. AND SUBSIDIARYConsolidated
                  Balance
                  SheetsAs
                  of March 31,
                  20082008ASSETSCURRENT
                  ASSETSCash
                  and Cash
                  Equivalents
              
              $
              11,623Accounts
                  Receivable
              
              
              20,177Inventory
              
              
              14,472TOTAL
                  CURRENT
                  ASSETS
              
              
              46,272FIXED
                  ASSETSProperty,
                  Plant, and
                  Equipment
              
              
              703,229Accumulated
                  Depreciation
              
              
              (319,431
              )TOTAL
                  FIXED
                  ASSETS
              
              
              383,798TOTAL
                  ASSETS
              
              $
              430,070LIABILITIES
                  AND STOCKHOLDERS'
                  EQUITYCURRENT
                  LIABILITIESAccounts
                  Payable and Accrued
                  Liabilities
              
              $
              444,202Due
                  to
                  Shareholder
              
              
              24,620TOTAL
                  CURRENT
                  LIABILITIES
              
              
              468,822TOTAL
                  LIABILITIES
              
              
              468,822COMMITMENTS
                  AND
                  CONTINGENCIESRedeemable
                  Preferred Stock (par
                  value $.01,
              
              
              32,9505,000,000
                  Shares Authorized,
                  3,295,000 SharesIssued
                  and
                  OutstandingSTOCKHOLDERS'
                  EQUITYCommon
                  Stock (par $.0001,
                  250,000,000
              
              
              4,860Authorized,
                  48,596,568 Issued and
                  OutstandingPaid
                  in
                  Capital
              
              
              3,617,895Accumulated
                  Other Comprehensive
                  Income
              
              
              29,627Retained
                  Earnings
                  (Deficit)
              
              
              (3,724,083
              )TOTAL
                  STOCKHOLDERS'
                  EQUITY
              
              
              (71,701
              )TOTAL
                  LIABILITIES AND
                  STOCKHOLDERS' EQUITY
              
              $
              430,070The
                  accompanying notes are an
                  integral part of these financial
                  statements.
 5
  Table
            of Contents
 CHINA
                  INTERNATIONAL TOURISM
                  HOLDINGS, LTD. AND SUBSIDIARYConsolidated
                  Statement of
                  OperationsFor
                  the three months ended March
                  31, 2008 and 20072008
              
              
              2007REVENUESales
              
              $
              55,337
              
              
              $
              128,385Cost
                  of
                  Sales
              
              
              13,958
              
              
              
              27,495GROSS
                  PROFIT
              
              
              41,379
              
              
              
              100,890OPERATING
                  EXPENSESSelling,
                  General , and
                  Administrative
              
              
              175,337
              
              
              
              180,966INCOME
                  (LOSS) FROM
                  OPERATIONS
              
              
              (133,958
              )
              
              
              (80,076
              )OTHER
                  INCOME /
                  (EXPENSES):Finance
                  Costs
              
              
              -
              
              
              
              (66
              )Non-Operating
                  Income
              
              
              -
              
              
              
              926Total
                  Other Income
                  (Expense)
              
              
              -
              
              
              
              860NET
                  INCOME (LOSS) BEFORE
                  TAXES
              
              
              (133,958
              )
              
              
              (79,216
              )INCOME
                  TAX
                  EXPENSE
              
              
              -
              
              
              
              -NET
                  INCOME (LOSS) FROM CONTUNUED
                  OPERATIONS
              
              $
              (133,958
              )
              
              $
              (79,216
              )GAIN
                  ON  DISPOSAL OF
                  SUBSIDIARY
              
              
              -
              
              
              
              -NET
                  INCOME
                  (LOSS)
              
              
              (133,958
              )
              
              
              (79,216
              )OTHER
                  COMPREHENSIVE INCOME
                  (LOSS)Foreign
                  Currency Translation
                  (Loss) Gain
              
              
              8,564
              
              
              
              (5,767
              )COMPREHENSIVE
                  INCOME
                  (LOSS)
              
              $
              (125,394
              )
              
              $
              (84,983
              )NET
                  LOSS PER COMMON
                  SHAREBasically
                  and Fully
                  Dilluted
              
              $
              
              **
              
              $
              
              ****Less
                  the
                  .01WEIGHTED
                  AVERAGE COMMON SHARES
                  OUTSTANDING
              
              
              48,591,809
              
              
              
              48,591,809The
                  accompanying notes are an
                  integral part of these financial
                  statements.




6
 Table
            of Contents
 
 CHINA
                    INTERNATIONAL TOURISM
                    HOLDINGS, LTD. AND SUBSIDIARYConsolidated
                    Statement of Cash
                    FlowsFor
                    the three months ended March
                    31, 2008 an 20072008
                
                
                2007CASH
                    FLOWS FROM OPERATING
                    ACTIVITIES:Net
                    Income(loss) after income
                    tax
                
                $
                (133,958
                )
                
                $
                (79,215
                )Adjustments
                    to reconcile net
                    income tonet
                    cash provided by (used in)
                    operating activities:Depreciation
                
                
                49,923
                
                
                
                28,538Accounts
                    Receivable and Other
                    Receivables
                
                
                (839
                )
                
                
                (9,210
                )Prepaid
                    and Other
                    Assets
                
                
                1,867
                
                
                
                11,409Inventory
                
                
                43
                
                
                
                714Accounts
                    Payable
                
                
                90,990
                
                
                
                45,740NET
                    CASH PROVIDED BY (USED IN)
                    OPERATING ACTIVITIES
                
                
                8,026
                
                
                
                (2,024
                )CASH
                    FLOWS FROM INVESTING
                    ACTIVITIES:Purchase
                    of property, plant, and
                    equipment
                
                
                (12,119
                )
                
                
                -NET
                    CASH PROVIDED BY (USED IN)
                    INVESTING ACTIVITIES
                
                
                (12,119
                )
                
                
                -CASH
                    FLOWS FROM FINANCING
                    ACTIVITIES:Payments
                    on notes
                    payable
                
                
                -
                
                
                
                -Proceeds
                    from shareholder
                    loan
                
                
                -
                
                
                
                -Payment
                    on shareholder
                    loan
                
                
                -
                
                
                
                -Capital
                    contribution
                
                
                -
                
                
                
                -NET
                    CASH PROVIDED BY FINANCING
                    ACTIVITIES
                
                
                -
                
                
                
                -FOREIGN
                    CURRENCY TRANSLATION
                    ADJUSTMENT
                
                
                8,564
                
                
                
                (5,767
                )NET
                    INCREASE IN CASH AND CASH
                    EQUIVALENTS
                
                
                4,471
                
                
                
                (7,791
                )CASH
                    AND CASH
                    EQUIVALENTS:Beginning
                    of
                    period
                
                
                7,152
                
                
                
                21,333End
                    of
                    period
                
                
                11,623
                
                
                
                13,542The
                    accompanying notes are an
                    integral part of these financial statements.
  7
 Table
            of Contents
  CHINA
            INTERNATIONAL TOURISM HOLDINGS, LTD. AND SUBSIDIARY
 NOTES
            TO
            UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
            THE
            THREE MONTHS ENDED MARCH 31, 2008 AND 2007
   NOTE
          A - BASIS OF
          PRESENTATION
  The
          accompanying unaudited condensed
          consolidated financial statements have been prepared in accordance with
          both
          generally accepted accounting principles for interim financial information,
          and
          the instructions to Form 10-Q and Item 310(b) of Regulation S-B. Accordingly,
          they do not include all of the information and footnotes required by generally
          accepted accounting principles for complete financial statements. The
          accompanying unaudited condensed consolidated financial statements reflect
          all
          adjustments (consisting of normal recurring accruals) that are, in the
          opinion
          of management, considered necessary for a fair presentation of the results
          for
          the interim periods presented. Interim results are not necessarily indicative
          of
          results for a full year.
 
 The
          condensed consolidated financial
          statements and related disclosures have been prepared with the presumption
          that
          users of the interim financial information have read or have access to
          our
          annual audited consolidated financial statements for the preceding fiscal
          year.
          Accordingly, these condensed consolidated financial statements should be
          read in
          conjunction with the consolidated financial statements and the related
          notes
          thereto contained in the Annual Report on Form 10-KSB forthe year endedDecember
          31, 2007.
 
 Business
          OrganizationChina International
          Tourism
          Holdings, Limited. (the “Company” or “CIHS”) was incorporated in the State
          of Nevada on December 23, 1988, formerly known as Dark Dynamite, Inc.,
          NCI
          Holdings, Inc., Vector Holding, Inc., and prior to June 26, 2002, Vector
          Aeromotive Corporation. On September 9, 2007, the Board of Directors of
          CIHS
          approved a name change from Dark Dynamite, Inc to China International Tourism
          Holdings, Limited. This change went into legal effect in the third quarter
          of
          2007.
 
 Recently
          Issued Accounting
          Pronouncements
 
 In
          December 2007, the FASB issued two new statements: (a.) SFAS No. 141(revised
          2007), Business
          Combinations, and (b.) No. 160, Noncontrolling
          Interests in
          Consolidated Financial Statements. These statements are effective for
          fiscal years beginning after December 15, 2008 and the application of these
          standards will improve, simplify and converge internationally the accounting
          for
          business combinations and the reporting of noncontrolling interests in
          consolidated financial statements. The Company is in the process of evaluating
          the impact, if any, on SFAS 141 (R) and SFAS 160 and does not anticipate
          that
          the adoption of these standards will have any impact on its consolidated
          financial statements.
 
 (a.)  SFAS
          No. 141 (R) requires an acquiring entity in a business combination to:
          (i)
          recognize all (and only) the assets acquired and the liabilities assumed
          in the
          transaction, (ii) establish an acquisition-date fair value as the measurement
          objective for all assets acquired and the liabilities assumed, and (iii)
          disclose to investors and other users all of the information they will
          need to
          evaluate and understand the nature of, and the financial effect of, the
          business
          combination, and, (iv) recognize and measure the goodwill acquired in the
          business combination or a gain from a bargain purchase.
 
 (b.)
          SFAS
          No. 160 will improve the relevance, comparability and transparency of financial
          information provided to investors by requiring all entities to: (i) report
          noncontrolling (minority) interests in subsidiaries in the same manner,
          as
          equity but separate from the parent’s equity, in consolidated financial
          statements, (ii) net income attributable to the parent and to the
          non-controlling interest must be clearly identified and presented on the
          face of
          the consolidated statement of income, and (iii) any changes in the parent’s
          ownership interest while the parent retains the controlling financial interest
          in its subsidiary be accounted for consistently.
 
 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 new standard requires enhanced disclosures for derivative
          instruments, including those used in hedging activities. It is effective
          for
          fiscal years and interim periods beginning after November 15, 2008, and
          will be applicable to us in the first quarter of fiscal 2009. We are currently
          evaluating the impact this statement and we do not anticipate that it will
          have
          an impact on our financial position and results of operations.
 
 NOTE
          B – PAYABLES,
          COMMITMENTS AND CONTIGENCIES
 
 As
          of
          March 31, 2008, the Company had a payable outstanding in the amount of
          $444,202,
          of which $136,500 in connection with the litigation (see note D).
  NOTE
          C –
GOING CONCERN
 
 As
          shown in the accompanying audited
          financial statements, the Company has a deficit book value and a negative
          cash
          flow from operations that have placed substantial doubt as to whether the
          Company can continue as a going concern. The ability of the Company to
          continue
          as a going concern is dependent on developing operations, increasing revenues,
          and obtaining new capital. Management has enacted a plan to raise capitaland increase
          profitability.
  NOTE
          D –
LITIGATION
 
 Securities
          and Exchange Commission v. David M. Wolfson, et al.OnOctober
          16, 2004a civil complaint
          was filed by the
          Securities and Exchange Commission in which Dark Dynamite, Inc. was named
          as a
          respondent. The Company's former president Gino Carlucci was also named
          as a
          respondent. The suit was filed in the United States District Court for
          the
          District of Utah and bears the docket number 2:03CV00914DAK and the style
          of the
          case is: “Securities and Exchange Commission v. David M. Wolfson; NuWay
          Holdings, Inc., a Nevada corporation; Momentous Group, LLC, a Utah limited
          liability company; Leeward Consulting Group, LLC, a Utah limited liability
          company; Sukumo Limited, a company incorporated in the British Virgin Islands
          (a.k.a. Sukumo Group, Ltd., Fujiwara Group, First Chartered Capital Corporation,
          First Colonial Trust, First China Capital and International Investment
          Holding);
          Michael Sydney Newman (A.K.A. Marcus Wiseman); Stem Genetics, Inc., a Utah
          corporation; Howard H. Robertson; Gino Carlucci; G & G Capital, LLC an
          Arizona and Utah limited liability company; F10 Oil and Gas Properties,
          Inc.;
          Jon H. Marple; Mary E. Blake; Jon R. Marple; Grateful Internet Associates,
          LLC,
          a Colorado limited liability company; Diversified Financial Resources
          Corporation, a Delaware corporation; John Chapman; Valesc Holdings, Inc.,
          a New
          Jersey corporation; Jeremy D. Kraus; Samuel Cohen; Dark Dynamite, Inc.,
          (The
          Company) a Nevada corporation. The complaint alleges that the Company failed
          to
          accurately and fully disclose the nature of its relationship to The Sukumo
          Group, Inc., including the failure of Sukumo to complete the purchase of
          the
          shares and alleges that Sukumo acted as a selling agent for the Company.
          The
          complaint also faults The Sukumo Group Inc.'s actions with regard to the
          sale of
          common stock to off shore purchasers for failing to disclose the interest
          that
          Sukumo had in each sale, reporting that it was taking a 1-2% commission
          on the
          sale rather than keeping 70% or more of the proceeds of each transaction.
          The
          Company filed a motion to dismiss the complaint based upon a lack of
          jurisdiction and the failure of the complaint to adequately set forth the
          actions of the Company which form the basis of a cause of action against
          the
          Company that was denied by the Court. The Company filed an answer disputing
          the
          allegations of the complaint and has participated in some pre-trial discovery.
          The Company and the Government have agreed upon
 
 the
          terms of a settlement, the terms of
          which provide for the Company to pay the sum of $30,000 to the SEC.While no final judgment
          has been entered
          in this case we have reached a tentative agreement with the SEC for settlement
          of this matter and we believe there is a high likelihood that the court
          will
          approve the settlement and the proposed judgment will be entered in the
          near
          future.
  The
          Company believes that adequate
          provision has been made for all other judgments that may be awarded against
          the
          Company. None of the other lawsuits have yet been
          resolved.
 8
 Table
            of Contents
  ITEM
        2. MANAGEMENT'S DISCUSSION
        AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
 GENERAL
        DESCRIPTION OF BUSINESS
 
 As
        used
        in this Quarterly Report, the terms "we", "us", "our," the “Registrant,” “CIHS”
and the "Company" means, China International Tourism Holdings, Ltd., a Nevada
        corporation, formerly known as Dark Dynamite, Inc., NCI Holdings, Inc., Vector
        Holding, Inc., and prior to June 26, 2002, Vector Aeromotive Corporation.
        These
        terms also refer to our subsidiary corporation, Shanxi Kai Da Lv You Gu Wen
        You
        Xian Gong Si ("Kai Da"), a corporation organized under the laws of the Peoples’
Republic of China (“Kai Da”) acquired in August 2005.
 
 After
        the
        acquisition of Kai Da, management changed our primary business into historical
        park management and travel related services. Accordingly, we changed our
        name to
        China International Tourism Holdings Ltd. We contract and operate the
        historically themed park of Qin E Pang Gong (“Theme Park”) through Shanxi
        Kai Da Lv You Gu Wen You Xian Gong Si (“Kai Da”), our wholly owned subsidiary in
        China. The Theme Park was built up next to the original site of E Pang Gong,
        the
        most prestigious and largest palace in Chinese history built for Qin Shi
        Huang,
        the first emperor in the Qin dynasty over 2,200 years ago. E Pang Gong was
        burned down during the war and became a legend as well as the subject of
        numerous historical books. In 1994, the historical site of E Pang Gong was
        named
        by United Nations Educational, Scientific and Cultural Organization ("UNESCO")
        as one of the wonders of the ancient world due to the size of the palace
        and the
        degree of preservation. The current Theme Park was built imitating the original
        palace based on historical records and legends, covering approximately 5.59
        million square feet consisting of several building structure, including the
        Front Palace, Qihe River, Magnetic Gate, Heaven Tower, Earth Temple, Lan-Chi
        Palace and the Shang-Lin Garden. Management believes it’s a significant
        achievement to be able to display such a famous and grand palace to the domestic
        and international communities. It is believed to be one of the more important
        historical sites in China.
 
 In
        addition to our Theme Park management, we also manage Six-state Hot Spring
        Resort, one of the components of Theme Park business, which is located inside
        the Theme Park and built in an ancient Chinese style to match the Theme
        Park.
 
 More
        information about our business can be found on the corporate website at http://www.qinepanggong.com.
 
 RESULTS
        OF OPERATIONS FOR THE THREE MONTHS MARCH 31, 2008 AND 2007
  FORWARD
        LOOKING
        STATEMENTS
  The
        information herein contains certain forward looking statements within the
        meaning of §27A of the Securities Act of 1933, as amended and §21E of the
        Securities Exchange Act of 1934, as amended, which are intended to be covered
        by
        the safe harbors created thereby. Investors are cautioned that all forward
        looking statements involve risks and uncertainty, including without limitation,
        the ability of us to continue its current expansion strategy, changes in
        the
        fashion and clothing markets, labor and employee benefits, as well as general
        market conditions, competition and pricing. Although we believe that the
        assumptions underlying the forward looking statements contained herein are
        reasonable, any of the assumptions could be inaccurate, and therefore, there
        can
        be no assurance that the forward looking statements included in this Form
        10-Q
        will prove to be accurate. In view of the significant uncertainties inherent
        in
        the forward looking statements included herein, the inclusion of such
        information should not be regarded as a representation by us or any other
        person
        that our objectives and plans will be achieved.
 
 CRITICAL
        ACCOUNTING
        POLICIES
 
 Revenue
        recognition
 
 Our
        policy is to recognize income when
        it is earned. Ourrevenue
        is derived from ticket
        sales,and
        hotel and restaurant income.
        Revenues are booked net of any cash discounts. If any material
        contingencies are present, revenue recognition is delayed until all material
        contingencies are eliminated. Material contingencies are circumstances in
        which
        there are any potential uncertainties as to the completion of the revenue
        process being complete. Further, no revenue is recognized unless collection
        of
        the applicable consideration is probable. Probable collection is determined
        at
        the time collection occurs or is more than reasonably possible it will be
        collected. Retail store sales - revenue is recognized when sales are made.
        They
        are paid by cash or credit card.
 
 Property,
        Plant, and Equipment
 
 Property,
        plant, and equipment are
        recorded at cost less accumulated depreciation and impairment. Repairs and
        maintenance expenditures, which are not considered improvements and do not
        extend the useful life of property, plant, and equipment, are expensed as
        incurred. The cost and related accumulated depreciation applicable to property,
        plant, and equipment sold or no longer in service are eliminated from the
        accounts and any gain or loss is included in the statement of
        operations.
  Depreciation
        is calculated to write-off
        the cost or basis of the property, plant, and equipment over their estimated
        useful lives for the date on which they become fully operational and after
        taking into account their estimated residual values (salvage value), using
        the
        straight-line method, at the following rates per year:
  Equipment Straight-line
        for 5 to 20
        years with a 5% salvage value
  Furniture Straight-line
        for 5 to 10
        years with a 5% salvage value
  Autos Straight-line
        for 5 to 10
        years with a 5% salvage value
 
 When
        assets are sold or retired, their
        costs and accumulated depreciation are eliminated from the accounts and any
        gain
        or loss resulting from their disposal is included in the Statement of
        Operations.
  The
        Company recognizes an impairment
        loss on property, plant, and equipment when evidence, such as the sum of
        expected future cash flows (undiscounted and without interest charges),
        indicates that future operations will not produce sufficient revenue to cover
        the related future costs, including depreciation, and when the carrying amount
        of the asset cannot be realized through sale. Measurement of the impairment
        loss
        is based on the fair value of the assets.
 
 Stock-Based
        Compensation
 
 We
        account for stock-based compensation using the fair value method of Financial
        Accounting Standard No. 123R. Common shares issued for services rendered
        by a
        third party (both employees and non-employees) are recorded at the fair value
        of
        the shares issued or services rendered, whichever is more readily
        determinable.
  Revenues
 
 Gross
        revenues for the three months ended March 31, 2008 and 2007 were $55,337
        and
        $128,385, respectively, derived from ticket sales, and hotel and restaurant
        income. The decrease by $73,048 was due primarily to the consummation of
        the
        contracts with some travel agents in February 2007, pursuant to which the
        travel
        agents brought tourists to our Theme Park for the discounted price. We did
        not
        have new contracts signed with the travel agents after the first quarter
        of
        2007.
 
 Due
        to
        the different peak season timing for the Theme Park and because most of our
        tours are one-day excursions to the Theme Park, the revenue appears to be
        diversified. The Theme Park is not the only resource of our revenue. The
        peak
        season for the Theme Park tickets is from March to October, but the peak
        season
        for the resort is in the first quarter.
 
 Income
        /
        Loss
 
 Net
        losses for the three months ended March 31, 2008 and 2007 were $133,958 and
        $79,216, respectively. The increase in net loss during the first quarter
        of 2008
        was due primarily to the decease in sales revenue, compared to the same period
        ended March 31, 2007. As a result, the gross profit was insufficient to cover
        the operating expenses, which were approximately the same during the three
        months ended March 31, 2008 and 2007.
 
 We
        expect
        to incur losses in fiscal year 2008 until traffic is increased to the Theme
        Park
        and product sales increase. There can be no assurance that we will achieve
        or
        maintain profitability, or that any revenue growth will take place in the
        future.
  9
 Table
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  Expenses
 
 Selling,
        general and administrative expenses for the three months ended March 31,
        2008
        and 2007 were $175,337 and $180,966, respectively. We had the following notable
        expenses during the first quarter of 2008 and 2007:
 
 ·
              Salaries
                  and related expenses were $38,054
                  and $39,704, respectively.·
              Maintenance
                  expenses were $12,521
                  and $19,474, respectively.
 
 Cost
        of
        Sales
 
 Cost
        of
        sales included expenses directly related to delivering our product or services.
        Travel agents' commissions and direct labor would be examples of cost of
        sales
        items. During the three months ended March 31, 2008 and 2007, we had $13,958
        and
        $27,495, respectively, in cost of sales. Cost of sales as a percentage of
        sales
        was 25% and 21%, respectively. The increase in percentage during the first
        quarter of 2008 was attributable to the decease in sales revenue, but the
        cost
        of sales remaining in the same level due to the feature of Theme Park
        business.
 
 Impact
        of
        Inflation
 
 We
        believe that inflation has had a negligible effect on operations during this
        period. We believe that we can offset inflationary increases in the cost
        of
        sales by increasing sales and improving operating efficiencies.
 
 Liquidity
        and Capital
        Resources
 
 Cash
        flows provided by operating activities were $8,026 during the three months
        ended
        March 31, 2008, compared to cash flows of $2,024 used in operation for the
        three
        months ended March 31, 2007. Positive cash flows from operation in the first
        quarter of 2008 were due primarily to the increase in accounts payable by
        $90,990. In addition, the net loss was offset by the non-cash expenses of
        $49,923. Negative cash flows from operation in the first quarter of 2007
        were
        primarily due to the net loss of $79,215, partially offset by depreciation
        of
        $28,538 and increase in accounts payable by $45,740.
 
 Cash
        flows used in investing activities were $12,119 for the three months ended
        March
        31, 2008, attributable to the purchase of fixed assets consisting of leasehold
        improvements, machinery and equipment.  Most of the disbursements
        refurbished the Theme Park. We had no cash flows from investing activities
        for
        the three months ended March 31, 2007.
 
 We
        had no
        cash flows from financing activities for the three months ended March 31,
        2008
        and 2007.
 
 We
        project that we will need additional capital to fund operations over the
        next 12
        months. We anticipate we will need an additional $100,000 in working capital
        during 2008 and $50,000 for the two years thereafter.
 
 On
        a
        long-term basis, liquidity is dependent on continuation and expansion of
        operations, receipt of revenues, additional infusions of capital and debt
        financing. However, there can be no assurance that we will be able to obtain
        additional equity or debt financing in the future, if at all. If we are unable
        to raise additional capital, our growth potential will be adversely affected.
        Additionally, we will have to significantly modify our business
        plan.
  Trends,
        Events, and
        Uncertainties
 
 The
        success of our business depends in large part on our ability to identify
        tourist
        trends as well as to react to changing customer demand in a timely manner.
        Consequently, we depend in part upon the continuing favorable market response
        to
        the creative efforts of our purchasing, design and marketing team’s ability to
        anticipate products and services that appeal to our consumer base. Failure
        on
        our part to anticipate, identify and respond effectively to changing consumer
        demands and trends will adversely affect our sales.
 
 Ability
        to Continue as a
        Going Concern
 
 As
        shown in the accompanying unaudited
        financial statements,wehavea
        working capital deficit and asmallcash
        flow from operations that have
        placed substantial doubt as
        towhether we
        can continue as a going concern.Ourability
        to continue as a going concern
        is dependent on developing operations, increasing revenues, and obtaining
        new
        capital.Management has enacted the following plan to address these
        issues: (1) obtain funding from new investors to alleviate our capital
        deficiency, (2) refinance existing debt on assets, (3) increase the revenues
        by
        launching new attraction in the Theme Park.
  ITEM
        3. QUANTITATIVEANDQUALITATIVE
        DISCLOSURES ABOUT MARKET
        RISK
 
 The
        information to be reported under
        this item is not
        required of smaller reporting companies.
  ITEM
        4. CONTROLS AND PROCEDURES.
  We
        maintain disclosure controls and procedures designed to ensure that information
        required to be disclosed in reports filed under the Securities Exchange Act
        of
        1934 (“Exchange Act”) is recorded, processed, summarized and reported within the
        specified time periods. Our Chief Executive Officer and our Chief Financial
        Officer (collectively, the “Certifying Officers”) are responsible for
        maintaining our disclosure controls and procedures. The controls and procedures
        established by us are designed to provide reasonable assurance that information
        required to be disclosed by the issuer in the reports that it files or submits
        under the Exchange Act are recorded, processed, summarized and reported within
        the time periods specified in the Commission’s rules and forms.
  During
        the first quarter of 2008, our Certifying Officers evaluated the
        effectiveness of our disclosure controls and procedures as of the end of
        the
        period covered by this report. Based on the evaluation, the Certifying Officers
        concluded that our disclosure controls and procedures were effective to provide
        reasonable assurance that information required to be disclosed by us in the
        reports that we file or submit under the Exchange Act is recorded, processed,
        summarized and reported, within the time periods specified in the applicable
        rules and forms, and that it is accumulated and communicated to our management,
        including the Certifying Officers, as appropriate to allow timely decisions
        regarding required disclosure. These conclusions notwithstanding you are
        advised
        that no system is 100% foolproof.
 
 10
 Table
            of Contents
  PART
        II. OTHER INFORMATION
 
 Item
        1. Legal Proceedings
  Securities
        and Exchange
        Commission v. David M. Wolfson, et al. On October 16, 2003 a civil
        complaint was filed by the Securities and Exchange Commission in which NCI
        Holdings, Inc. (n/k/a China International Tourism Holdings Ltd.) was named
        as a
        respondent. Our former president Gino Carlucci was also named as a respondent.
        The suit was filed in the United States District Court for the District of
        Utah
        and bears the docket number 2:03CV00914DAK, Securities and Exchange Commission
        v. David M. Wolfson; NuWay Holdings, Inc., a Nevada corporation; Momentous
        Group, LLC, a Utah limited liability company; Leeward Consulting Group, LLC,
        a
        Utah limited liability company; Sukumo Limited, a company incorporated in
        the
        British Virgin Islands (a.k.a. Sukumo Group, Ltd., Fujiwara Group, First
        Chartered Capital Corporation, First Colonial Trust, First China Capital
        and
        International Investment Holding); Michael Sydney Newman (A.K.A. Marcus
        Wiseman); Stem Genetics, Inc., a Utah corporation; Howard H. Robertson; Gino
        Carlucci; G & G Capital, LLC an Arizona and Utah limited liability company;
        F10 Oil and Gas Properties, Inc.; Jon H. Marple; Mary E. Blake; Jon R. Marple;
        Grateful Internet Associates, LLC, a Colorado limited liability company;
        Diversified Financial Resources Corporation, a Delaware corporation; John
        Chapman; Valesc Holdings, Inc., a New Jersey corporation; Jeremy D. Kraus;
        Samuel Cohen; NCI Holdings, Inc., a Nevada corporation. The complaint
        alleges that NCI failed to accurately and fully disclose the nature of NCI's
        relationship to The Sukumo Group, Inc., including the failure of Sukumo to
        complete the purchase of the shares and alleges that Sukumo acted as a selling
        agent for NCI. The complaint also faults The Sukumo Group Inc.'s actions
        with
        regard to the sale of common stock to off shore purchasers for failing to
        disclose the interest that Sukumo had in each sale, reporting that it was
        taking
        a 1-2% commission on the sale rather than keeping 70% or more of the proceeds
        of
        each transaction. A tentative settlement agreement has been reached in this
        case
        and we expect the Final Judgment will be entered sometime in the second quarter
        of 2008.  Pursuant to the terms of the proposed Final Judgment, the
        Defendant is liable for disgorgement of $107,000, representing profits
        gained  as a result of the conduct alleged in the Complaint, together
        with prejudgment interest thereon in the amount of $35,426.39, for a total
        of
        $142,426.39, however, the Court is not ordering Defendant to pay a civil
        penalty
        and payment of all but $30,000, of the disgorgement and pre-judgment interest
        thereon is waived.  Defendant shall satisfy this obligation by paying
        $30,000.00 within ten business days to the Court, together with a cover letter
        identifying NCI Holdings, Inc. as a defendant in this action; setting forth
        the
        title and civil action number of this action and the name of the Court; and
        specifying that final payment is made pursuant to the Final
        Judgment.  Defendant shall simultaneously transmit photocopies of such
        payments and letters to the Commission’s counsel in this action.  By
        making these payments, Defendant relinquishes all legal and equitable right,
        title, and interest in such funds, and no part of the funds shall be returned
        to
        Defendant.  Defendant
        shall also pay post-judgment interest on any delinquent amounts pursuant
        to 28
        USC § 1961.The determination not to impose a civil
        penalty and to waive payment of all but $30,000 of the disgorgement and
        pre-judgment interest is contingent upon the accuracy and completeness of
        Defendant's Statement of Financial Condition.  If at any time
        following the entry of the Final Judgment the Commission obtains information
        indicating that Defendant’s representations to the Commission concerning his
        assets, income, liabilities, or net worth were fraudulent, misleading,
        inaccurate, or incomplete in any material respect as of the time such
        representations were made, the Commission may, at its sole discretion and
        without prior notice to Defendant, petition the Court for an order requiring
        Defendant to pay the unpaid portion of the disgorgement, pre-judgment and
        post-judgment interest thereon, and the maximum civil penalty allowable under
        the law.  In connection with any such petition, the only issue shall
        be whether the financial information provided by Defendant was fraudulent,
        misleading, inaccurate, or incomplete in any material respect as of the time
        such representations were made.  In its petition, the Commission may
        move the Court to consider all available remedies, including, but not limited
        to, ordering Defendant to pay funds or assets, directing the forfeiture of
        any
        assets, or sanctions for contempt of the Final Judgment.  The
        Commission may also request additional discovery.  Defendant may not,
        by way of defense to such petition:  (1) challenge the validity of the
        Consent or the Final Judgment; (2) contest the allegations in the Complaint
        filed by the Commission; (3) assert that payment of disgorgement, pre-judgment
        and post-judgment interest or a civil penalty should not be ordered; (4)
        contest
        the amount of disgorgement and pre-judgment and post-judgment interest; (5)
        contest the imposition of the maximum civil penalty allowable under the law;
        or
        (6) assert any defense to liability or remedy, including, but not limited
        to,
        any statute of limitations defense.
  Dark
        Dynamite, Inc. and
        Diversified Holdings X, Inc. v. Allen E. Weintraub and Miami Venture Capital,
        Inc. Civil complaint filed in the Third District Court of the State
        of Utah, Salt Lake County, Civil No. 050905249. A default judgment was entered
        against the defendants on March 15, 2006 after a hearing before the court,
        the
        judgment awarded damages in the sums of $267,892, and an award for costs
        and
        attorneys fees has not yet been calculated.  On January 16, 2008, the
        Court issued an Order to Show Cause why this case should not be dismissed
        for
        failure to prosecute.  The Court issued this Order because nothing had
        been filed with the Court since January 16, 2007.  Plaintiff was
        ordered to inform the Court of the status of the case and his intentions
        to
        proceed within fifteen (15) days of the date the Order was
        issued.  Plaintiff has failed to respond to the Court’s
        Order.  Accordingly, the Court dismissed the case without prejudice on
        February 19th,
        2008.
  Item
        1A. Risk Factors
  Information
        regarding risk factors appears in Part I, “Item 2. Management’s Discussion
        and Analysis of Financial Condition and Results of Operations” under the
        captions “General Description of Business” and “Cautionary Note Regarding
        Forward-Looking Statements” contained in this Quarterly Report on Form 10-Q and
        in “Item 1A. RISK FACTORS” of our 2007 Annual Report on Form 10-KSB. There
        have been no material changes from the risk factors previously disclosed
        in our
        2007 Annual Report on Form 10-KSB.
 
 Item
        2. Changes in Securities and Use of Proceeds
  None.
  Item
        3. Defaults Upon Senior Securities
  None.
  Item
        4. Submission of Matters to a Vote of Security Holders.
  None.
  Item
        5. Other Information
 
 None.
 
 Item
        6. Exhibits And Reports On Form 8-K
 
 (1)
              Exhibits:
                  Exhibits required to be attached by Item 601 of Regulation S-B
                  are listed
                  in the Index to Exhibits Beginning on page 8 of this Form 10-Q,
                  which is
                  incorporated herein by reference.
 
 Reports
        on Form 8-K filed in
        the first quarter of 2008
  None.
 
 11
 Table
            of Contents
 
 SIGNATURES
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, the registrant
        has
        duly caused this report to be signed on its behalf by the undersigned, there
        unto duly authorized.
  CHINA
                  INTERNATIONAL TOURISM HOLDINGS
                  LTD.Date:
                  May 14, 2008
              By:
              /s/ Ming
                  LeiMing
                  Lei
                President
                  and CEO
 
 Date:
                  May 14, 2008
              By:
              /s/ Xiaojun
                  WangXiaojun
                  Wang
                Chief
                  Financial Officer
 12
 Table
            of Contents
  INDEX
        TO EXHIBITS
 Exhibit
                  No.
              
              Description31.1
              
              Certification
                  of Chief Executive Officer31.2
              
              Certification
                  of Chief Financial Officer.32.1
              
              Statement
                  required by 18 U.S.C. Section 1350, as adopted pursuant to section
                  906 of
                  the Sarbanes-Oxley Act of 2002.32.2
              
              Statement
                  required by 18 U.S.C. Section 1350, as adopted pursuant to section
                  906 of
                  the Sarbanes-Oxley Act of
                  2002.
 
 13