U.S.
Securities and Exchange Commission
 Washington,
D.C. 20549
  
  FORM
10-Q
  
 [X]           QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF
1934
 
 For the Quarterly Period Ended March
31, 2009
 
  [
]            TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF
1934
  For
the Transition Period From ____to _____
 
 Commission
File Number
 001-10559
  
 CHINA
INTERNATIONAL TOURISM HOLDINGS, LTD.
  NEVADA
              65-1021346(State
      or other jurisdiction of
              (IRS
      Employer identification No.)incorporation
      or organization)
  Suite 910, Yi An Plaza, 33
Jian She Liu Road, Guangzou, P.R.China 510000
 (Address
of principal executive offices)
 
 (8629)
8436-8561
 (Issuer's
telephone number)
 
 Indicate
by check mark whether the registrant (1) 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 [ ]
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Date File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes [  ] 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. See
definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
  Large
      accelerated filer
               ̈Non-accelerated
      filer
               ̈(Do
      not check if a smaller reporting company)Accelerated
      filer
               ̈Smaller
      reporting company
              þ
 
 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 19, 2009
:      50,245,026
 Number of
shares of preferred stock outstanding as of May 19,
2009:         3,295,000
 
 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.
 
 
 
 
  INDEX TO FORM 10-Q
 
 
 PART
I                                                                                                                                                                                                                                                                                                    
    Page No.
  Item
1.  Financial
Statements                                                                                                                                                                                                                                                                                  3
 
 Item
2.  Management's Discussion and Analysis of Financial Condition and
Results of
Operations                                                                                                                                                       9
  Item
3.  Quantitative and Qualitative Disclosures About Market
Risk                                                                                                                                                                                                           
9
 
 Item 4.
Controls and
Procedures                                                                                                                                                                                                                                                                          10
  Item 4T.
Controls and
Procedures                                                                                                                                                                                                                                                                       10
  PART
II
  Item
1.  Legal
Proceedings                                                                                                                                                                                                                                                                                    11
  Item 1A.
Risk
Factors                                                                                                                                                                                                                                                                                            11
 
 Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds                                                                                                                                                                                                          11
  Item
3.  Defaults Upon Senior
Securities                                                                                                                                                                                                                                                           
11
  Item
4.  Submission of Matters to a Vote of Security
Holders                                                                                                                                                                                                                       
11
  Item
5.  Other
Information                                                                                                                                                                                                                                                                                    
11
  Item
6.  Exhibits                                                                                                                                                                                                                                                                                                      
11
 
 2
 Table of Contents
 
 ITEM 1.CONSOLIDATED FINANCIAL
STATEMENTS
  INDEX
TO FINANCIAL STATEMENTS
 
 
 PageConsolidated
      Condensed Balance Sheets
                  
                  F-4Consolidated
      Condensed Statements of Operations And Comprehensive Loss
                  
                  F-5Consolidated
      Condensed Statements of Cash Flows
                  
                  F-6Notes
      to Consolidated Financial Statements
                  
                  F-7
      to F-8
 3
 Table of Contents
  CHINA
      INTERNATIONAL TOURISM HOLDINGS, LTD. AND SUBSIDIARYUnaudited
      Consolidated Balance SheetsAs
      of March 31, 2009 and December 31, 2008ASSETS
                              
                              March
      31, 2009
                              
                              
                              December
      31, 2008(Unaudited)*CURRENT
      ASSETSCash
      and cash equivalents
                              
                              $
                              1,611,164
                              
                              
                              $
                              531,297Accounts
      receivable, net
                              
                              
                              7,090,926
                              
                              
                              
                              7,890,953Inventory
                              
                              
                              361,595
                              
                              
                              
                              707,280Prepaid
      expenses
                              
                              
                              249
                              
                              
                              
                              314,195Other
      receivables
                              
                              
                              98,780
                              
                              
                              
                              113,302Short
      term investment
                              
                              
                              512,003
                              
                              
                              
                              -TOTAL
      CURRNET ASSETS
                              
                              
                              9,674,717
                              
                              
                              
                              9,557,027FIXED
      ASSETSProperty,
      plant, and equipment
                              
                              
                              21,885
                              
                              
                              
                              21,927Accumulated
      depreciation
                              
                              
                              (9,192
                              )
                              
                              
                              (8,355
                              )NET
      FIXED ASSETS
                              
                              
                              12,694
                              
                              
                              
                              13,572TOTAL
      ASSETS
                              
                              $
                              9,687,410
                              
                              
                              $
                              9,570,599LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
                              
                              $
                              8,239,476
                              
                              
                              $
                              7,612,304Other
      payables and accured expenses
                              
                              
                              104,154
                              
                              
                              
                              61,852Other
      payables-related party
                              
                              
                              106,473
                              
                              
                              
                              496,928Received
      in advance
                              
                              
                              151,674
                              
                              
                              
                              113,915Tax
      payable
                              
                              
                              8,141
                              
                              
                              
                              114,385TOTAL
      CURRENT LIABILITIES
                              
                              
                              8,609,918
                              
                              
                              
                              8,399,385TOTAL
      LIABILITIES
                              
                              $
                              8,609,918
                              
                              
                              $
                              8,399,385COMMITMENTS
      AND CONTINGENCIESRedeemable
      preferred stock (par value $.01, 5,000,000 Shares
                              
                              
                              32,950
                              
                              
                              
                              32,950authorized,
      3,295,000 shares issued and outstandingSTOCKHOLDERS'
      EQUITYCommon
      stock (par $.0001, 250,000,000 authorized,
                              
                              
                              5,024
                              
                              
                              
                              5,02450,245,026
      shares issued and outstandingAdditional
      paid in capital
                              
                              
                              920,375
                              
                              
                              
                              999,029Statutory
      reserves
                              
                              
                              850
                              
                              
                              
                              850Accumulated
      other comprehensive income
                              
                              
                              132,966
                              
                              
                              
                              135,176Retained
      earnings (deficit)
                              
                              
                              (14,673
                              )
                              
                              
                              (1,815
                              )TOTAL
      STOCKHOLDERS' EQUITY
                              
                              $
                              1,044,542
                              
                              
                              $
                              1,138,264TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                              
                              $
                              9,687,410
                              
                              
                              $
                              9,570,599*
      The consolidated balance sheet as of December 31, 2008 retroactively
      reflected the reverse merger with Cheng KaiThe
      accompanying notes are an integral part of these financial
      statements.
  4
 Table of Contents
  CHINA
      INTERNATIONAL TOURISM HOLDINGS, LTD. AND SUBSIDIARYUnaudited
      Consolidated Statements of OperationsFor
      the Three Months ended March 31, 2009 and 2008For
      the Three Months EndedMarch
      31, 2009
                                                    
                                                    
                                                    March
      31, 2008RevenuesSales
                                                    
                                                    $
                                                    1,509,301
                                                    
                                                    
                                                    $
                                                    2,278,209Cost
      of sales
                                                    
                                                    
                                                    (1,381,105
                                                    )
                                                    
                                                    
                                                    (2,103,383
                                                    )Gross
      profits
                                                    
                                                    
                                                    128,196
                                                    
                                                    
                                                    
                                                    174,826Operating
      expensesSelling
      General and Administrative
                                                    
                                                    
                                                    136,664
                                                    
                                                    
                                                    
                                                    173,715Income
      (Loss) from Operations
                                                    
                                                    
                                                    (8,468
                                                    )
                                                    
                                                    
                                                    1,111Other
      income (expenses)Interest
      income (expenses)
                                                    
                                                    
                                                    170
                                                    
                                                    
                                                    
                                                    (282
                                                    )Total
      other income (loss)
                                                    
                                                    
                                                    170
                                                    
                                                    
                                                    
                                                    (282
                                                    )Income
      (loss) from Operations
                                                    
                                                    
                                                    (8,298
                                                    )
                                                    
                                                    
                                                    829Income
      taxes
                                                    
                                                    
                                                    4,560
                                                    
                                                    
                                                    
                                                    2,351Net
      Income (Loss)
                                                    
                                                    
                                                    (12,858
                                                    )
                                                    
                                                    
                                                    (1,522
                                                    )Other
      comprehensive income (loss)Foreign
      currency translation gain (loss)
                                                    
                                                    
                                                    (2,210
                                                    )
                                                    
                                                    
                                                    44,509Comprehensive
      income (loss)
                                                    
                                                    $
                                                    (15,068
                                                    )
                                                    
                                                    $
                                                    42,987The
      accompanying notes are an integral part of the financial
      statements
  5
 Table of Contents
  CHINA
      INTERNATIONAL TOURISM HOLDINGS, LTD. AND SUBSIDIARYUnaudited
      Consolidated Statements of Cash FlowsFor
      the Three Months ended March 31, 2009 and 2008For
      the Three Months EndedMarch
      31, 2009
                                            
                                            
                                            March
      31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
                                            
                                            $
                                            (12,858
                                            )
                                            
                                            $
                                            (1,523
                                            )Adjustments
      to reconcile net income (loss) tonet
      cash (used in) operating activities:Depreciation
                                            
                                            
                                            852
                                            
                                            
                                            
                                            892Accounts
      receivable ,trade
                                            
                                            
                                            785,124
                                            
                                            
                                            
                                            (1,291,789
                                            )Other
      receivable
                                            
                                            
                                            (3,734
                                            )
                                            
                                            
                                            104,811Prepaid
      expense
                                            
                                            
                                            313,350
                                            
                                            
                                            
                                            53,352Inventory
                                            
                                            
                                            344,345
                                            
                                            
                                            
                                            305,620Accounts
      payable
                                            
                                            
                                            641,527
                                            
                                            
                                            
                                            (1,409,031
                                            )Tax
      payable
                                            
                                            
                                            (106,027
                                            )
                                            
                                            
                                            81,795Other
      payable
                                            
                                            
                                            (9,341
                                            )
                                            
                                            
                                            (34,211
                                            )Others
                                            
                                            
                                            82,346
                                            
                                            
                                            
                                            (152,434
                                            )NET
      CASH (USED IN) OPERATING ACTIVITIES
                                            
                                            
                                            2,035,584
                                            
                                            
                                            
                                            (2,342,518
                                            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Short-term
      investment
                                            
                                            
                                            (511,995
                                            )
                                            
                                            
                                            -NET
      CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
                                            
                                            
                                            (511,995
                                            )
                                            
                                            
                                            -CASH
      FLOWS FROM FINANCING ACTIVITIES:Due
      to (from) shareholders
                                            
                                            
                                            (442,735
                                            )
                                            
                                            
                                            307,442NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                                            
                                            
                                            (442,735
                                            )
                                            
                                            
                                            307,442-
                                            
                                            
                                            
                                            -FOREIGN
      CURRENCY TRANSLATION ADJUSTMENT
                                            
                                            
                                            (987
                                            )
                                            
                                            
                                            59,852NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                            
                                            
                                            1,079,867
                                            
                                            
                                            
                                            (1,975,224
                                            )CASH
      AND CASH EQUIVALENTS:Beginning
      of period
                                            
                                            
                                            531,297
                                            
                                            
                                            
                                            2,482,779End
      of period
                                            
                                            $
                                            1,611,164
                                            
                                            
                                            $
                                            507,554The
      accompanying notes are an integral part of these financial
      statements.
  6
 Table of Contents
  CHINA
INTERNATIONAL TOURISM HOLDINGS, LTD. AND SUBSIDIARY
 Notes
to Unaudited Consolidated Financial Statements
 For
the Three Months Ended March 31, 2009 and 2008
 (Stated
in US Dollars)
 
 1.
                  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 Article 8
of Regulation S-X. 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-K for the year ended December 31, 2008.
  2.
                  ORGANIZATION
      BACKGROUND
 
 China
International Tourism Holdings, Limited. (the “Company” or “CINH”) 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 October 26, 2007, the Company changed
its name from Dark Dynamite, Inc. to China International Tourism Holdings,
Limited.
 
 On
February 18, 2009, a Plan of Exchange (the “Exchange”) was executed between and
among the Company, Chengkai Logistics Co Ltd., a corporation organized under the
laws of the Peoples’ Republic of China (“Chengkai”), and the shareholders of
Chengkai (“Chengkai Shareholders”). The Exchange was consummated on May 19,
2009, pursuant to which 50,000,000 (after taking into account the Reverse Split)
shares of the Company’s common stock were issued to the stockholder of
Chengkai.  Thereafter, Chengkai became the Company’s wholly-owned
subsidiary.
 
 Simultaneously,
pursuant to a Purchase Agreement, the former president of the Company tendered a
cash purchase price of $100 and assumed certain liabilities in exchange for all
outstanding shares of Shanxi Kai Da Lv You Gu Wen Xian Gong Si, the Company’s
wholly-owned subsidiary organized under the laws of the Peoples’ Republic of
China ("Kai Da"). As a result of the transactions consummated at the closing,
the purchase and issuance gave the former president a 'controlling interest' in
Kai Da, and Kai Da was no longer a wholly-owned subsidiary of the
Company.
 
 The
Exchange between the Company and Chengkai have been respectively accounted for
as reverse acquisition and recapitalization of the Company and Chengkai whereby
Chengkai is deemed to be the accounting acquirer (legal acquiree) and the
Company to be the accounting acquiree (legal acquirer) under the Exchange. The
condensed consolidated financial statements are in substance those of Chengkai,
with the assets and liabilities, and revenues and expenses, of the Company being
included effective from the respective consummation dates of the
Exchange.
 
 CINH and
its wholly-owned subsidiary Chengkai are hereafter referred to as (the
“Company”).
  3.
                  DESCRIPTION
      OF BUSINESS
 
 The
Company is a logistic company specializing in logistical services for car
manufacturers, car components, food assortments, chemicals, paper, and machinery
in China. The services cover various aspects of transportation management,
including logistical planning, import and export management, electronic customs
declaration systems, supply chain planning, transporting products from ports to
warehouses or vice versa, organization of transportation, and storage and
distribution of products.
  The
Company’s customers include international companies and domestic enterprises in
China from various industries. Chengkai’s customer base has been increasing at a
rapid pace, especially within the Food Industry, Paper Industry, Mechanical
Industry, Garment Industry, Furniture Industry and Daily Commodity
Industry.
 
 4.
                  RECENTLY
      ISSUED ACCOUNTING STANDARS
 
 In May
2008, the FASB released SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States of America.  SFAS No. 162 will be effective 60 days
following the SEC’s approval of the PCAOB amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.”  The Company does not believe SFAS No. 162 will have a
significant impact on the Company’s financial statements.
 
 In April
2009, the FASB issued FSP 107-1, “Interim Disclosures about Fair Value of
Financial Instruments” (“FSP 107-1”), which requires disclosures about fair
value of financial instruments for interim reporting periods of publicly traded
companies as well as in annual financial statements.  FSP 107-1 also amends
APB Opinion No. 28, “Interim Financial Reporting”, to require those disclosures
in summarized financial information at interim reporting. FSP 107-1 is effective
for interim reporting periods ending after June 15, 2009, with early adoption
permitted for periods ending after March 15, 2009.  The Company is
currently evaluating the potential impact of FSP 107-1 on its consolidated
financial statement presentation and disclosures.
 Management
does not believe that any other recently issued, but not yet effective,
accounting standards or pronouncements, if currently adopted, would have a
material effect on the Company’s financial statements.
 
 5.
                  SUPPLEMENTAL
      CASH FLOW INFORMATION
 
 Supplemental
disclosures of cash flow information for the three months ended March 31, 2009
and 2008 are summarized as follows:
  Cash paid
during the three months ended March 31, 2009 and 2008 for interest and income
taxes:
 
 2009                      
2008
 Income
Taxes                                        $-0-                      
$ -0-
 Interest                                                 
$
-0-                       $
-0-
  7
 Table of Contents
 CHINA
INTERNATIONAL TOURISM HOLDINGS, LTD. AND SUBSIDIARY
 Notes
to Unaudited Consolidated Financial Statements
 For
the Three Months Ended March 31, 2009 and 2008
 (Stated
in US Dollars)
  6.
                  ACCOUNTS
      RECEIVABLE, NET
 
 The
majority of the Company’s sales are on open credit terms and in accordance with
terms specified in the contracts governing the relevant transactions. The
Company evaluates the need of an allowance for doubtful accounts based on
specifically identified amounts that management believes to be uncollectible. If
actual collections experience changes, revisions to the allowance may be
required. Based upon the aforementioned criteria, management has determined that
the allowances for doubtful accounts of $39,578 and $39,653 are required as of
March 31, 2009 and December
31, 2008, respectively.
  March 31,
                        2009
                      
                      
                      December 31, 2008Accounts
      receivable, gross
                      
                      $
                      7,130,504
                      
                      
                      $
                      7,930,606Less:
      allowance for doubtful accounts
                      
                      
                      (39,578
                      )
                      
                      
                      (39,653
                      )Accounts
      receivable, net
                      
                      $
                      7,090,926
                      
                      
                      $
                      7,890,953
 
 7.
                  INVENTORIES
 
 March 31,
                        2009
                      
                      
                      December 31, 2008Inventories
                      
                      $
                      361,595
                      
                      
                      $
                      707,280
 
 There was
no provision for obsolete inventories recorded by the Company as of March 31,
2009 and December 31, 2008, respectively.
 
 8.
                  SHORT-TERM
      INVESTMENT
 
 The
Company had a short-term investment of RMB 3,500,000, equivalent to
approximately $512,000, to a non-related company. The investment will be
returned in the next six months with annual interest rate of 5%.
 
 9.
                  REVERSE
      STOCK SPLIT
 
 On
February 18, 2009, the Board of Directors of the Company adopted a resolution
approving a two hundred to one reverse split of our Common Stock. The reverse
split combines the Company’s outstanding Common Stock on the basis of 200
outstanding shares being changed to 1 outstanding share. Each shareholder’s
percentage ownership in the Company (and relative voting power) will remain
essentially unchanged as a result of the reverse split. The reverse split took
effective on April 3, 2009.
 
 The
statement of equity and the earnings per share numbers in the financial
statements have been restated per FASB 128 paragraph
134.
 
 10.
                  COMMON
      STOCK
 
 On April 29, 2009, the Company issued50,000,000 shares
of its common stock to the stockholdersofChengkaito consummate the Exchange (see Note2).
  The Company’s issued and outstanding
number of common stock immediately prior to the Exchange was245,026(after
taking into account the Reverse Split) shares, which had been accounted for at
its net book value at the time of the Exchange.
  11.           CONCENTRATION
AND RISK
 
 (a)
                  Major
      customers
 
 For the
three months ended March 31, 2009 and the year ended December 31, 2008, 100% of
the Company’s assets were located in the PRC and 100% of the Company’s revenues
and purchases were derived from customers and vendors located in the
PRC.
 
 The
Company had one customer that individually comprised 91% and 82% of net revenue
for the three months ended March 31, 2009 and the year ended December 31, 2008,
respectively.
 
 As of March 31,
2009
 Customers
                    
                    
                    Revenues
                    
                    
                    
                    
                    
                    
                    Accounts
                      ReceivableCustomer
      A
                    
                    
                    $
                    1,373,438
                    
                    
                    
                    91
                    %
                    
                    
                    $
                    7,046,284Total:
                    
                    $
                    1,373,438
                    
                    
                    
                    91
                    %
                    Total:
                    
                    $
                    7,046,284
 
 As of December 31,
2008
 Customers
                    
                    
                    Revenues
                    
                    
                    
                    
                    
                    
                    Accounts
                      ReceivableCustomer
      A
                    
                    
                    $
                    13,365,290
                    
                    
                    
                    82
                    %
                    
                    
                    $
                    7,785,309Total:
                    
                    $
                    13,365,290
                    
                    
                    
                    82
                    %
                    Total:
                    
                    $
                    7,785,309
 
 (b)   Credit
risk
 
 Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist principally of cash and trade accounts receivable. The
Company performs ongoing credit evaluations of its customers' financial
condition, but does not require collateral to support such
receivables.
  8
 Table of Contents
  ITEM 2.  
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
  Management’s
Discussion and Analysis contains various “forward looking statements” within
regarding future events or the future financial performance of the Company that
involve risks and uncertainties. Certain statements included in this 10-Q,
including, without limitation, statements related to anticipated cash flow
sources and uses, and words including but not limited to “anticipates”,
“believes”, “plans”, “expects”, “future” and similar statements or expressions,
identify forward looking statements. Any forward-looking statements herein are
subject to certain risks and uncertainties in the Company’s business, including
but not limited to, reliance on key customers and competition in its markets,
market demand, product performance, technological developments, maintenance of
relationships with key suppliers, difficulties of hiring or retaining key
personnel and any changes in current accounting rules, all of which may be
beyond the control of the Company. Management will elect additional changes to
revenue recognition to comply with the most conservative SEC recognition on a
forward going accrual basis as the model is replicated with other similar
markets (i.e. SBDC). The Company’s actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including those set forth therein.
  Management’s
Discussion and Analysis of Results of Financial Condition and Results of
Operations (“MD&A”) should be read in conjunction with the financial
statements included herein.
  HISTORY
 
 As used
in this Quarterly Report, the terms "we", "us", "our," the “Registrant,” “CINH”
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, Chengkai Logistics Co Ltd., a
corporation organized under the laws of the Peoples’ Republic of China
(“Chengkai”) acquired in February 2009.
 
 On
February 17, 2009, the Company entered into a transfer & change of control
agreement with Ms. Wanwen Su (“Ms. Su”) and Mr. Ming Lei (“Mr. Lei”), pursuant
to which, Ms. Su acquired from Mr. Lei 2,636,000 shares of preferred stock of
the Company and received a “controlling interest” in the Company.
 
 On
February 18, 2009, our Board of Directors adopted a resolution approving a two
hundred to one reverse split of our issued and outstanding Common Stock. The
reverse split combined our outstanding Common Stock on the basis of 200
outstanding shares being changed to 1 outstanding share. Each shareholder’s
percentage ownership in the Company (and relative voting power) remained
essentially unchanged as a result of the reverse split. The reverse split was
effective on April 3, 2009, and the ticker symbol of our Common Stock was
changed to “CINH” accordingly.
 
 On
February 18, 2009, a Plan of Exchange (the “Exchange”) was executed between and
among the Company, Chengkai Logistics Co Ltd., a corporation organized under the
laws of the Peoples’ Republic of China (“Chengkai”), and the shareholders of
Chengkai (“Chengkai Shareholders”). The Exchange was consummated on May 19,
2009, pursuant to which 50,000,000 (after taking into account the Reverse Split)
shares of the Company’s common stock were issued to the stockholder of Chengkai.
Thereafter, Chengkai became the Company’s wholly-owned subsidiary.
 
 Simultaneously,
pursuant to a Purchase Agreement, the former president of the Company tendered a
cash purchase price of $100 and assumed certain liabilities in exchange for all
outstanding shares of Shanxi Kai Da Lv You Gu Wen Xian Gong Si, the Company’s
wholly-owned subsidiary organized under the laws of the Peoples’ Republic of
China ("Kai Da"). As a result of the transactions consummated at the closing,
the purchase and issuance gave the former president a 'controlling interest' in
Kai Da, and Kai Da was no longer a wholly-owned subsidiary of the
Company.
 
 BUSINESS DESCRIPTION OF THE
ISSUER
 
 Since the
reverse merger with Chengkai was consummated, we have continued operations of
Chengkai, a logistic company specializing in logistical services for car
manufacturers, car components, food assortments, chemicals, paper, and machinery
in China.
 
 Chengkai
was incorporated in the PRC on October 19, 2004 as a limited liability company,
with registered capital of approximately $1,200,000 as of December 31, 2007.
Chengkai is located in Guangzhou City, one of the largest commercial bases in
China, and a booming transportation hub with easy access to railroad, highway,
and rivers. Chengkai has two logistic centers located in Baiyun Airport and the
Huangpu Xingang Port in Guangzhou City, Guangdong Province, China.
  Chengkai
specializes in logistical services for car manufacturers, car components, food
assortments, chemicals, paper, and machinery in China. The services cover
various aspects of transportation management, including logistical planning,
import and export management, electronic customs declaration systems, supply
chain planning, transporting products from ports to warehouses or vice versa,
organization of transportation, and storage and distribution of products.
  Chengkai’s
customers include international companies and domestic enterprises in China from
various industries. Their clients from the automobile industry include Rolls
Royce Automobile Accessories, Mercedes Benz Automobile Accessories, Peugeot
Automobile Accessories, BMW Automobile Accessories, and Nissan Automobile
Accessories.  Their electronic industries clients include IBM Electronics
and Creator Corporation China. Chengkai’s chemical industries clients include
Korean LG Chemical Engineering Company, French Rhodia Chemical Company, Spanish
Caster Rubber Company, and Korean Dongsung Chemical Co., Ltd. Chengkai’s
customer base has been increasing at a rapid pace, especially within the Food
Industry, Paper Industry, Mechanical Industry, Garment Industry, Furniture
Industry and Daily Commodity
Industry.
  RESULTS OF OPERATIONS -
THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)
  Revenues
 
 We had
revenues of $1,509,301 and $2,278,209 for the three months ended March 31, 2009
and 2008, respectively, derived from logistic services and import / export
business. The decrease by $768,908 was due primarily to the impact from the
economic downturn in the US which relates directly to our exporting
business.  Since the US is China’s biggest export partner and we are a
Chinese logistics company involved in the import and export of products to/from
the US, we are greatly affected by the current economic
climate.
 Income /
Loss
 
 Net
losses for the three months ended March 31, 2009 and 2008 were $12,858 and
$1,522, respectively. The net loss during the first quarter of 2009 was due
primarily to a decrease in sales revenue. As a result, the gross profit was
insufficient to cover operating expenses. The net loss during the comparable
period in 2008 was due primarily to the high operating expenses resulting from
loading and transportation fees. The net loss increased by $11,336 in the first
quarter of 2009, compared to the same period in 2008, primarily due to the
decrease in sales revenues in 2009.
  Expenses
 
 Selling,
general and administrative expenses for the three months ended March 31, 2009
and 2008 were $136,664 and $173,715, respectively, of which the fees paid to
customs were $48,368 and $24,196 for the three months ended March 31, 2009 and
2008, respectively.
 
 Cost of
Sales
 
 We had
$1,381,105 and $2,103,383 in cost of sales, or 91.5% and 92.3% of sales
revenues, during the three months ended March 31, 2009 and 2008, respectively.
Cost of sales as a percentage of sales was high during both periods, which was
determined by our business model. The gross margin in our import / export
business was small due to intensive competition as a result of globalization. We
expect cost of sales as a percentage of sales will remain at the same level for
the rest of the year.
 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 $2,035,584 for the three months
ended March 31, 2009, compared to cash flows of $2,342,518 used in operating
activities for the three months ended March 31, 2008. Positive cash flows from
operations during the first quarter of 2009 were primarily due to effective
collection in accounts receivable in the amount of $785,124, the decrease in
prepaid expenses and inventory by $313,350 and $344,345, respectively, plus the
increase in accounts payable by $641,527. Negative cash flows from operation
during the first quarter of 2008 were primarily due to the increase in accounts
receivable by $1,291,789 and the decrease in accounts payable by $1,409,031,
partially offset by the strong collection efforts in other receivables in the
amount of $104,811 and the decrease in inventory by $305,620.
 
 Cash
flows used in investing activities were $511,995 for the three months ended
March 31, 2009, due primarily to a short-term investment in a non-related
company. The investment will be returned in the next six months with an annual
interest rate of 5%. We had no cash flow from investing activities for the three
months ended March 31, 2008.
 
 Cash flows used in financing activities
were $442,735 for the three months ended March 31, 2009 due to the repayments to
a shareholder loan, compared to cash flows of $307,442 provided by financing
activities for the three months ended March 31, 2008 due to the proceeds from
shareholder loans.
 Overall,
we have funded our cash needs from inception through March 31, 2009 with a
series of debt and equity transactions, primarily with related parties. If we
are unable to receive additional cash from our related parties, we may need to
rely on financing from outside sources through debt or equity transactions. Our
related parties are under no legal obligation to provide us with capital
infusions. Failure to obtain such financing could have a material adverse effect
on operations and financial condition.
  We had
cash of $1,611,164 on hand as of March 31, 2009. Currently, we have enough cash
to fund our operations for about six months. This is based on current cash flows
from operating activities and projected revenues. Also, if the projected
revenues fall short of needed capital we may not be able to sustain our capital
needs. We will then need to obtain additional capital through equity or debt
financing to sustain operations for an additional year. Our current level of
operations would require capital of approximately $700,000 per year starting in
2009. Modifications to our business plans may require additional capital for us
to operate. For example, if we are unable to raise additional capital in the
future we may need to curtail our number of product offers or limit our
marketing efforts to the most profitable geographical areas. This may result in
lower revenues and market share for us. In addition, there can be no assurance
that additional capital will be available to us when needed or available on
terms favorable to us.
 
 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.
  Off-Balance Sheet
Arrangements
  We have
not entered into any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources and would be considered material to
investors. Certain officers and directors of the Company have provided personal
guarantees to our various lenders as required for the extension of credit to the
Company.
  9
 Table of Contents
  ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK
 
 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 its 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 is recorded, processed, summarized and reported within
the time periods specified in the Commission’s rules and forms.
  As of the
end of the period covered by this report, the Certifying Officers evaluated the
effectiveness of our disclosure controls and procedures. 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.
  The
Certifying Officers have also concluded, based on their evaluation of our
controls and procedures that as of March 31, 2009, our internal controls over
financial reporting are effective and provide a reasonable assurance of
achieving their objective.
  The
Certifying Officers have also concluded that there was no change in our internal
controls over financial reporting identified in connection with the evaluation
that occurred during our fourth fiscal quarter that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.
 
 ITEM 4T. CONTROLS AND
PROCEDURES
  (a) Conclusions
regarding disclosure controls and procedures. Disclosure controls and
procedures are the Company’s controls and other procedures that are designed to
ensure that information required to be disclosed by the Company in the reports
that the Company files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by the Company in the reports that it files
under the Exchange Act is accumulated and communicated to the Company’s
management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure.
Management is responsible for establishing and maintaining adequate internal
control over financial reporting.
  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-14(c) promulgated under the Exchange Act as of March 31, 2009,
and, based on their evaluation, as of the end of such period, the our disclosure
controls and procedures were effective as of the end of the period covered by
the Quarterly Report,
  (b) Management’s
Report On Internal Control Over Financial Reporting. It is management’s
responsibilities to establish and maintain adequate internal controls over the
Company’s financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a
process designed by, or under the supervision of, the issuer’s principal
executive and principal financial officers and effected by the issuer’s
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:
 
 •           Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the issuer;
and
 
 •           Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles and that receipts and expenditures of the issuer are being
made only in accordance with authorizations of management of the issuer;
and
 
 •           Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the issuer’s assets that could have a
material effect on the financial statements.
 
 As of the
end of the period covered by the Quarterly Report, an evaluation was carried out
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
our internal control over financial reporting.
  Management
assessed the effectiveness of our internal control over financial reporting as
of March 31, 2009. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control-Integrated Framework.
  Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, internal controls over financial
reporting were effective as of the end of the period covered by the
Report.
  Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
  This
Quarterly Report does not include an attestation report of our 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 us to provide only management’s report in this Quarterly
Report.
  (c) Changes in
internal control over financial reporting. There were no changes in our
internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
 
 10
 Table of Contents
  PART II.  OTHER
INFORMATION
 
 ITEM
1.      LEGAL PROCEEDINGS
 
 None.
 
 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 2008 Annual Report on Form 10-K. There
have been no material changes from the risk factors previously disclosed in our
2008 Annual Report on Form 10-K.
 
 ITEM
2.      UNREGISTERED SALES OF EQUITY SECURITIES AND USE
OF PROCEEDS
 
 On
February 18, 2009, the Exchange was executed between and among the Company,
Chengkai and the Chengkai Shareholders. The Exchange was consummated on May 19,
2009, pursuant to which 50,000,000 (after taking into account the Reverse Split)
shares of the Company’s common stock were issued to the stockholder of Chengkai.
Thereafter, Chengkai became the Company’s wholly-owned
subsidiary.  Please refer to our Current Report on Form 8k with the
Commission on February 17, 2009 which is hereby incorporated by reference for
details on the Exchange.   These shares were issued under an
exemption from registration pursuant to Regulation S of the Securities Act of
1933, as amended.
 ITEM
3.      DEFAULTS UPON SENIOR SECURITIES
 
 We have
not had any default upon senior securities.
 
 ITEM
4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
 
 None.
 
 ITEM
5.      OTHER INFORMATION
 
 We do not
have any other information to report.
 
 ITEM
6.      EXHIBITS
 
 31.1 CEO
Certification Pursuant to Section 302
 31.2 CFO Certification Pursuant to
Section 302(included in
Exhibit 31.1)
 32.1
CEO Certification Pursuant to Section 906
 32.2 CFO Certification Pursuant to
Section 906(included in
Exhibit 32.1)
 
 Reports on Form8-K
 
 (1)           On
May 20, 2009, we filed a current report of Form 8-K/A to amend the current
report on Form 8-K filed on April 17, 2009. We also announced that on April 23,
2009, the Company entered into an Agreement between and among the Registrant,
Shanxi Kai Da Lv You Gu Wen Xian Gong Si, a corporation organized under the laws
of the Peoples’ Republic of China (“Kai Da”), and Mr. Lei Ming, an individual,
pursuant to which Kai Da was no longer a wholly-owned subsidiary of the
Company.
 
 (2)  On April
17, 2009, we filed a current report on Form 8-K to announce that the Company
entered into a Plan of Exchange (the “Agreement”) between and among the Company,
Chengkai Logistics Co Ltd., a corporation organized under the laws of the
Peoples’ Republic of China (“Chengkai”), the shareholders of Chengkai (“Chengkai
Shareholders”) and Ms. Wanwen Su, our President and Director (“Ms. Su”),
pursuant to which Chengkai became a wholly-owned subsidiary of the
Company.
 
 (3)           On
March 4, 2009, we filed a current report on Form 8-K to announce the appointment
of Ms. Yanfen Su as an Independent Director to the Board of
Directors.
  (4)           On
March 3, 2009, we filed a current report on Form 8-K to announce
that  the Board of Directors of the Company adopted a resolution
approving a two hundred to one reverse split of our issued and outstanding
Common Stock. The reverse split combines our outstanding Common Stock on the
basis of 200 outstanding shares being changed to 1 outstanding share. Each
shareholder’s percentage ownership in the Company (and relative voting power)
will remain essentially unchanged as a result of the reverse split.
  (5)  On
February 17, 2009, we filed a current report on Form 8-K to announce the Company
entered into a transfer & change of control agreement with Ms. Wanwen Su
(the “Buyer”) and Mr. Ming Lei (the “Seller). Pursuant to the terms and
conditions of the Agreement, the Buyer acquired from the Seller 2,636,000 shares
of preferred stock of the Registrant. We also announced the appointment of Ms.
Wanwen Su as President and Chairman of the Board, and Mr. Weiheng Cai as an
Independent Director to the Board of Directors.
 
 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, thereunto
duly authorized.
  CHINA
      INTERNATIONAL TOURISM HOLDINGS, LTD.
                (Registrant)Date:
      May 20, 2009
              By:
              /s/
      Wanwen SuWanwen
      Su
                President,
      Chief Executive Officer, and
                Chief
      Financial Officer