8-K 1 form8k.htm CHINA YINGXIA INTERNATIONAL, INC. FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

~~__________~~__________________________________

FORM 8-K

__________

CURRENT REPORT

~~Pursuant~~PURSUANT ToTO ~~Section~~SECTION 13 OR 15(d) ofOF ~~The Securities Exchange Act of 1934~~THE

~~Date of~~SECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): May 16, 2008~~1934

Date of Report: (Date of earliest event reported)

August 1, 2008

CHINA YINGXIA INTERNATIONAL, INC.

(Exact ~~Name~~ name of registrant ~~Registrant~~ as ~~Specified~~specified in ~~Charter~~charter)

Florida	000-30790	65-0664961
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employee Identification No.)

HARBIN YINGXIA INDUSTRIAL CO., LTD, NO.300, XIDAZHI STREET NANGANG, HARBIN HEILONGJIANG	150001
(Address of principal executive offices)	(Zip Code)
c/o American Union Securities 100 Wall Street 15th Floor New York, NY	10005
(Address of principal agent offices)	(Zip Code)

c/o American Union Securities 100 Wall Street 15th Floor New York, NY	10005
(Address of principal agent offices)	(Zip Code)
Registrant’s telephone number, including area code:	(212) 232-0120

Registrant’s telephone number, including area code: (212) 232-0120

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~the~~ registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

□ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.1414a-12(b))

□ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 ~~CFR~~ CFR 240.14d-2(b))

□ o Pre-commencement communications pursuant to Rule 1313e-e-4(c) under the Exchange Act (17 ~~CFR~~ CFR 240.13e-4(c))

~~(Former~~Item ~~Name~~5.02 Departure of Directors or ~~Former~~Certain ~~Address,~~Officers; ifElection ~~Changed~~of ~~Since~~Directors; Appointment ~~Last~~of ~~Report)~~Certain Officers; Compensatory Arrangements of Certain Officers.

~~Check~~On ~~the~~August ~~appropriate~~1, ~~box~~2008, ~~below~~China ifYingxia ~~the~~International, ~~Form~~Inc. ~~8-K~~elected ~~filing~~Alice isLee ~~intended~~Rogers to ~~simultaneously~~the post ~~satisfy~~of independent director to the ~~filing~~Company's ~~obligation~~Board of ~~the~~Directors. ~~registrant~~In ~~under~~addition, ~~any~~Ms. Rogers will be the Chairwoman of the ~~following provisions~~company's ~~(see~~audit ~~General~~committee. ~~Instruction~~The Aboard of directors elected Ms.2 Rogers. ~~below):~~to replace the vacant position on the board caused by the resignation of Deng Lixue as a director effective June 25, 2008.

□Alice ~~Written~~Lee ~~communications~~Rogers ~~pursuant~~is toa ~~Rule~~chartered ~~425~~public ~~under~~accountant and has more than 8 years of work experience in accounting, including experience with SEC audits. Ms. Rogers is the ~~Securities~~marketing ~~Act~~director ~~(17~~and ~~CFR~~audit manager at GPKM, LLP, since July 2007. Prior to ~~230~~that Ms.~~425)~~ Rogers worked as an account manager at Kabani & Company Inc., from February 2005 to June 2007, and as a senior accountant at Koo, Chow & Company LLP from June 2000 to December 2004. Ms. Rogers graduated with a BA in Business Administration from California State University.

□We ~~Soliciting~~entered ~~material~~into ~~pursuant~~an independent director agreement with Ms. Rogers which sets forth her duties as an independent director and the terms of compensation. Pursuant to the ~~Rule~~terms ~~14a-12~~of ~~under~~the agreement, the ~~Exchange~~Company ~~Act~~agreed to pay to Ms. Rogers a fee of $4,000 for each formal Board and Committee meeting in which she participates, either in person or by teleconference and an aggregate value of $20,000 per annum in the form of restricted shares of the Company’s common stock, calculated based on the average closing price per share for the five (175) ~~CFR~~trading days ~~240~~preceding and including January 1 of such year.~~14-12)~~

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Form 8-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about the Registrant’s expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “the Registrant believes,” “management believes” and similar words or phrases. The forward-looking statements are based on the Registrant’s current expectations and are subject to certain risks, uncertainties and assumptions. The Registrant’s actual results could differ materially from results anticipated in these forward-looking statements. All forward-looking statements included in this document are based on information available to the Registrant on the date hereof, and the Registrant assumes no obligation to update any such forward-looking statements.

Item 2.02 Results of Operations and Financial Condition.

On May 16, 2008, China Yingxia International, Inc. (the “Company”) hosted a conference call during which the Company’s financial results for the quarter ended March 31, 2008 and its expectation of profitability for 2008 were discussed. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release dated March 31, 2008 China Yingxia International, Inc. Reports First Quarter 2008 Results

(b) Exhibits

Exhibit No.	Exhibits

10.1	Independent Director Agreement dated August 1, 2008 between China Yingxia International, Inc., a Florida corporation, and Alice Lee Rogers.

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this ~~report~~Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	CHINA YINGXIA INTERNATIONAL, INC.
May 21, 2008	By:	/s/ Yingxia Jiao
Date: August 5, 2008	By:	/s/ Ren Hu
		Yingxia Jiao
		Ren Hu
		President, Chief Executive Officer
		Chief Financial Officer

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