Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - CHINA YIDA HOLDING, CO.Financial_Report.xls
EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT - CHINA YIDA HOLDING, CO.f10q0911ex31i_chinayida.htm
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT - CHINA YIDA HOLDING, CO.f10q0911ex32i_chinayida.htm
EX-31.2 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT - CHINA YIDA HOLDING, CO.f10q0911ex31ii_chinayida.htm
EX-32 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT - CHINA YIDA HOLDING, CO.f10q0911ex32ii_chinayida.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
 
FORM 10-Q
_____________________
 
(Mark One)
x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

or
 
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______to______

Commission File Number: 000-26777

CHINA YIDA HOLDING, CO.
(Exact name of registrant as specified in its charter)

Delaware
 
50-0027826
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer Identification No.)
   
28/F Yifa Building, No. 111 Wusi Road
Fuzhou, Fujian, P. R. China
 
350003
(Address of principal executive offices)
 
(Zip Code)

+ 86 (591) 2830 8999
 (Registrant's telephone number, including area code)
 
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 of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 x No o
 
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
 
¨
  
Accelerated filer
 
x
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
 
Class
 
Shares outstanding as of November 4, 2011
Common stock, $ 0.001 par value
 
19,551,785
 
 
 

 

INDEX
 
PART I – FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements (Unaudited).
 
     
 
Condensed Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010.
1
     
 
Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2011 and 2010.
2
     
 
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010.
3
     
 
Notes to the Condensed Consolidated Financial Statements.
4 -20
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
  21
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
  29
     
Item 4.
Controls and Procedures.
  29
     
PART II – OTHER INFORMATION
 
     
Item 1.
Legal Proceedings.
  30
     
Item 1A.
Risk Factors.
  30
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
  30
     
Item 3.
Defaults Upon Senior Securities.
  30
     
Item 4.
(Removed and Reserved).
  30
     
Item 5.
Other Information.
  30
     
Item 6.
Exhibits.
  30
     
SIGNATURES
  32
 
 
 
i

 
 
PART 1 - FINANCIAL INFORMATION
 
Item 1.                      Financial Statements.
 
CHINA YIDA HOLDING CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

   
September 30,
   
December 31,
 
   
2011
   
2010
 
ASSETS
           
Current assets
           
  Cash and cash equivalents
  $ 14,358,935     $ 7,146,684  
  Accounts receivable
    137,175       27,724  
  Other receivables, net
    5,186,349       160,133  
  Advances and prepayments
    8,249,433       1,020,000  
  Deferred tax assets
    284,420       280,266  
    Total current assets
    28,216,312       8,634,807  
                 
  Property and equipment, net
    111,060,532       89,739,372  
  Construction in progress
    24,272,257       35,191,692  
  Intangible assets, net
    9,658,994       14,042,432  
  Long-term prepayments
    3,021,914       193,593  
  Deferred tax assets
    -       19,913  
    Total assets
  $ 176,230,009     $ 147,821,809  
                 
LIABILITIES AND EQUITY
               
Current liabilities
               
  Short-term loans
  $ 1,847,069     $ 1,784,687  
Long-term debt, current portion
    3,584,566       -  
  Accounts payable
    69,112       1,229,237  
  Current obligation under airtime rights commitment
    2,241,135       1,890,657  
  Accrued expenses and other payables
    2,311,261       638,026  
  Taxes payable
    1,781,281       2,255,208  
  Deferred tax liabilities
    36,155       -  
    Total current liabilities
    11,870,579       7,797,815  
                 
  Long-term obligation under airtime rights commitment
    2,183,389       3,758,376  
  Long-term debt
    9,783,204       2,571,161  
    Total liabilities
    23,837,172       14,127,352  
                 
Commitments and contingencies
               
                 
Stockholders' equity
               
Preferred stock ($0.001 par value, 10,000,000 shares authorized, none issued and outstanding)
    -       -  
Common stock ($0.0001 par value, 100,000,000 shares authorized, 19,551,785 issued and outstanding as of September 30, 2011 and December 31, 2010
    1,955       1,955  
Additional paid in capital
    49,054,622       48,478,086  
Accumulated other comprehensive income
    12,006,402       7,000,839  
Retained earnings
    86,222,893       75,569,652  
Statutory reserve
    2,549,330       2,549,330  
Total China Yida Holding Co.
    149,835,202       133,599,862  
Non-controlling interest
    2,557,635       94,595  
Total equity
    152,392,837       133,694,457  
Total liabilities and equity
  $ 176,230,009     $ 147,821,809  
                 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
 
- 1 -

 
 
CHINA YIDA HOLDING CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
 
   
Nine Months Ended September 30,
   
Three Months Ended September 30,
 
   
2011
   
2010
   
2011
   
2010
 
Net revenue
                       
Advertisement
  $ 26,675,530     $ 27,820,997     $ 8,322,439     $ 9,726,192  
Tourism
    7,299,124       14,383,404       2,885,042       1,299,966  
      33,974,654       42,204,401       11,207,481       11,026,158  
Cost of revenue
                               
Advertisement
    6,847,683       5,855,415       2,141,129       2,118,790  
Tourism
    3,681,633       2,958,141       1,389,869       654,551  
      10,529,316       8,813,556       3,530,998       2,773,341  
                                 
Gross profit
    23,445,338       33,390,845       7,676,483       8,252,817  
                                 
Operating expenses
                               
  Selling expenses
    3,704,622       2,839,638       1,596,304       604,444  
General and administrative expenses
    3,543,764       3,320,020       1,174,569       1,024,657  
Total operating expenses
    7,248,386       6,159,658       2,770,873       1,629,101  
                                 
Income from operations
    16,196,952       27,231,187       4,905,610       6,623,716  
                                 
Other income (expense)
                               
  Other income (expense), net
    (41,430 )     1,650       (23,648 )     (5,593 )
  Interest income
    75,358       69,111       27,942       45,764  
  Interest expenses
    (228,212 )     (19,099 )     (26,454 )     (19,099 )
      (194,284 )     51,662       (22,160 )     21,072  
                                 
Income before income tax and non-controlling interest
    16,002,668       27,282,849       4,883,450       6,644,788  
Less: Provision for income tax
    5,433,442       7,381,950       1,715,696       1,989,280  
                                 
Net income
    10,569,226       19,900,899       3,167,754       4,655,508  
Net loss attributable to non-controlling interest
    84,015       21,590       40,852       17,557  
                                 
Net income attributable to China Yida Holding Co.
  $ 10,653,241     $ 19,922,489     $ 3,208,606     $ 4,673,065  
                                 
                                 
Net income
  $ 10,569,226     $ 19,900,899     $ 3,167,754     $ 4,655,508  
Other comprehensive income
                               
Foreign currency translation gain
    5,005,563       2,165,824       1,741,244       1,997,105  
                                 
Comprehensive income
    15,574,789       22,066,723       4,908,998       6,652,613  
                                 
Comprehensive loss attributable to non-controlling interest
    84,678       21,956       41,469       17,907  
                                 
Comprehensive income attributable to China Yida Holding Co.
  $ 15,659,467     $ 22,088,679     $ 4,950,647     $ 6,670,520  
                                 
Earnings per share
                               
- Basic
  $ 0.54     $ 1.03     $ 0.16     $ 0.24  
- Diluted
  $ 0.54     $ 0.99     $ 0.16     $ 0.23  
                                 
Weighted average shares outstanding
                               
- Basic
    19,551,785       19,343,858       19,551,785       19,551,785  
- Diluted
    19,561,621       20,117,670       19,555,436       20,325,597  

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

 
- 2 -

 
 
CHINA YIDA HOLDING CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

   
Nine Months Ended September 30,
 
   
2011
   
2010
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
   Net income
  $ 10,569,226     $ 19,900,899  
   Adjustments to reconcile net income to net cash provided by operating activities:
               
   Depreciation
    2,599,582       1,247,957  
   Amortization
    2,718,586       1,463,586  
   Stock-based compensation
    576,536       83,994  
Deferred tax
    51,914       -  
Changes in operating assets and liabilities:
               
   Accounts receivable
    (106,811 )     -  
Other receivables, net
    (319,681 )     119,823  
   Advances and prepayments
    282,239       (808,288 )
   Accounts payable
    (1,098,386 )     1,063,947  
   Accrued expenses and other payables
    1,539,620       861,250  
   Taxes payable
    (544,244 )     (575,416 )
Net cash provided by operating activities
    16,268,581       23,357,752  
 
               
CASH FLOWS FROM INVESTING ACTIVITIES
               
Repayment of loan from (loan to) non-controlling interest
    2,712,533       (5,750,836 )
Other receivables - acquisition of land use rights
    (4,623,636 )     -  
Advances and prepayments - acquisition of land use rights
    (7,365,260 )     -  
Additions to property and equipment
    (5,823,616 )     (1,819,530 )
 Additions to construction in progress
    (2,718,003 )     (22,032,201 )
 Proceeds from disposal of intangible assets
    2,080,636       -  
 Additions to long-term prepayments for acquisition of property and equipment
    (2,778,112 )     (921,312 )
 Net cash used in investing activities
    (18,515,458 )     (30,523,879 )
 
               
CASH FLOWS FROM FINANCING ACTIVITIES
               
 Capital contributed by non-controlling interest
    -       5,868,200  
 Net proceeds from issuance of common stock
    -       26,682,957  
Payments of obligation under airtime rights commitment
    (1,400,069 )     (276,103 )
 Repayment of long-term loans
    (246,594 )     -  
 Proceeds from long-term loans
    10,788,484       -  
 Net cash provided by financing activities
    9,141,821       32,275,054  
                 
EFFECT OF EXCHANGE RATE CHANGES ON CASH
    317,307       512,892  
                 
NET INCREASE IN CASH AND CASH EQUIVALENTS
    7,212,251       25,621,819  
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    7,146,684       5,776,678  
CASH AND CASH EQUIVALENTS, ENDING OF PERIOD
  $ 14,358,935     $ 31,398,497  
                 
SUPPLEMENTAL DISCLOSURES:
               
 Non-cash investing and financing activities:
               
   Transfer from construction in progress to property and equipment
  $ 14,680,446     $ 52,991,179  
   Transfer from advances and prepayments to property and equipment
  $ -     $ 1,173,640  
   Capitalized interest in construction in progress
  $ 511,493     $ 214,956  
   Capitalized airtime rights commitment
  $ -     $ 6,209,282  
                 
 Cash paid during the period for:
               
   Income tax
  $ 5,830,819     $ 7,940,410  
   Interest
  $ 691,035     $ 234,055  

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

 
- 3 -

 
CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
1.  
ORGANIZATION AND DESCRIPTION OF BUSINESS
 
China Yida Holding Co. (“China Yida”) and its subsidiaries (collectively the "Company”, “we”, “us”, or “our”) engage in tourism and advertisement businesses in the People’s Republic of China.
 
Keenway Limited was incorporated under the laws of the Cayman Islands on May 9, 2007 for the purpose of functioning as an off-shore holding company to obtain ownership interests in Hong Kong Yi Tat International Investment Co., Ltd (“Hong Kong Yi Tat”), a company incorporated under the laws of Hong Kong. Immediately prior to the Merger (defined below), Mr. Chen Minhua and his wife, Ms. Fan Yanling, were the majority shareholders of Keenway Limited.
 
On November 19, 2007, we entered into a share exchange and stock purchase agreement with Keenway Limited, Hong Kong Yi Tat, and with the shareholders of Keenway Limited at that time, including Chen Minhua, Fan Yanling, Zhang Xinchen, Extra Profit International Limited, and Lucky Glory International Limited (collectively, the “Keenway Limited Shareholders”), pursuant to which in exchange for all of their shares of Keenway Limited common stock, the Keenway Limited Shareholders received 90,903,246 newly issued shares of our common stock and 3,641,796 shares of our common stock which was transferred from some of our then existing shareholders (the “Merger”). As a result of the closing of the Merger, the Keenway Limited Shareholders owned approximately 94.5% of our then issued and outstanding shares on a fully diluted basis and Keenway Limited became our wholly owned subsidiary.
 
Hong Kong Yi Tat was incorporated as the holding company of our operating entities, Fujian Jintai Tourism Development Co., Ltd., and Fujian Jiaoguang Media Co., Ltd., Yida (Fujian) Tourism Group Limited, and Fujian Yida Tulou Tourism Development Co., Ltd. (“Tulou”).  Hong Kong Yi Tat does not have any other operation.  
 
Fujian Jintai Tourism Development Co., Ltd. (“Fujian Jintai”) has a wholly owned subsidiary, Fuzhou Hongda Commercial Services Co., Ltd., (“Hongda”).  The operation of Fujian Jintai is to develop the Great Golden Lake, one of our tourism destinations.
 
Hongda does not have any operation except for owning 100% of the ownership interest in Fuzhou Fuyu Advertising Co., Ltd. (“Fuyu”) which is engaged in the operations of our media business. On March 15, 2010, Hongda entered into an equity transfer agreement with Fujian Yunding Tourism Industrial Co., Ltd, (currently known as Yida (Fujian) Tourism Group Limited, “Fujian Yunding”), pursuant to which Fujian Yunding acquired 100% of the issued and outstanding shares of Fuyu from Hongda at the aggregate purchase price of RMB3,000,000.  As a result, Fujian Yunding became the 100% holding company of Fuyu.
 
Fujian Jintai originally also owned 100% of the ownership interest in Fujian Yintai Tourism Co., Ltd. (“Yintai”). On March 15, 2010, Fujian Jintai entered into an equity transfer agreement with Fujian Yunding, pursuant to which Fujian Yunding acquired 100% of the issued and outstanding common stock of Yintai from Fujian Jintai at the aggregate purchase price of RMB5,000,000. As a result, Yintai became a wholly owned subsidiary of Fujian Yunding.  Yintai was deregistered on November 18, 2010.

Fujian Yida Tulou Tourism Development Co., Ltd.’s (“Tulou”) primary business relates to the operation of the Hua’An Tulou cluster, one of our tourism destinations.
 
On April 12, 2010, our operating subsidiary “Fujian Yunding Tourism Industrial Co., Ltd.” changed its name to “Yida (Fujian) Tourism Group Limited” for our expanding business in operations of domestic tourism destinations in China by acquiring new tourism destinations. Yida (Fujian) Tourism Group Limited’s (“Fujian Yida”) primary business relates to the operations of our Yunding tourism destination and all of our newly engaged tourism destinations, and the management of our media business. 
 
On March 16, 2010, Fujian Yida formed a wholly owned subsidiary, Yongtai Yunding Resort Management Co., Ltd. (“Yongtai Yunding”) which currently has no material business operations. We plan to develop Yongtai Yunding into a business entity primarily focusing on the operations of our Yunding tourism destination.

Fujian Jiaoguang Media Co., Ltd. (“Fujian Jiaoguang”) and the Company’s contractual relationship comply with the requirements of the Accounting Standard Codification ("ASC") 810, to consolidate Fujian Jiaoguang’s financial statements as a Variable Interest Entity. During the current period, Fujian Jiaoguang had no material business operations.

Fuzhou Fuyu Advertising Co., Ltd. (“Fuyu”) concentrates on the mass media segment of our business.  Its primary business is focused on advertisements, including media publishing, television, cultural and artistic communication activities, and performance operation and management activities.

On April 15, 2010, we entered into agreement with Anhui Xingguang Group to set up a new subsidiary – Anhui Yida Tourism Development Co., Ltd. ("Anhui Yida") by investing 60% of the equity interest, and Anhui Xingguang Group owns 40% of the equity interest of Anhui Yida. The total paid-in capital of Anhui Yida was $14,687,307 (equals RMB100 million). Anhui Yida's primary business relates to the operation of our tourism destinations, specifically, Ming dynasty culture tourist destination.

 
- 4 -

 
CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
1. 
ORGANIZATION AND DESCRIPTION OF BUSINESS (CONTINUED)

On July 6, 2010 Fujian Yida formed a wholly owned subsidiary, Jiangxi Zhangshu (Yida) Tourism Development Co., Ltd. (“Jiangxi Zhangshu”) which currently has no material business operations. The initial paid-in capital of Jiangxi Zhangshu was $2,937,461 (equals RMB20 million). On July 5, 2011, Fujian Yida and Fuyu further injected capital amounted to RMB49 million and RMB1 million to Jiangxi Zhangshu.  The total paid-in capital increased to $10,957,189 (equals RMB70 million). We plan to develop Jiangxi Zhangshu into a business entity primarily focusing on the operations of a new tourist destination.

On July 7, 2010 Fujian Yida formed a wholly owned subsidiary, Jiangxi Fenyi (Yida) Tourism Development Co., Ltd. (“Jiangxi Fenyi”) which currently has no material business operations. The initial paid-in capital of Jiangxi Fenyi was $1,762,477 (equals RMB12 million).  On July 7, 2011, Fujian Yida further injected capital amounted to RMB48 million to Jiangxi Fenyi and the total paid-in capital increased to $9,391,876 (equals RMB60 million). We plan to develop Jiangxi Fenyi into a business entity primarily focusing on the operations of a new tourist destination.

On June 24, 2011, Fujian Yida formed a wholly owned subsidiary, Fujian Yida Travel Service Co., Ltd (the “Yida Travel”). The total paid-in capital of Yida Travel was $1,546,670 (equals RMB10 million).  Its primary business is to conduct domestic and international traveling services in China, including operating the direct sales of travel services for our current tourist destinations at the Great Golden Lake, Yunding Recreational Park, and Hua’An Tulou Cluster, and our three tourist destinations currently under construction, Ming Dynasty Entertainment World, China Yang-sheng (Nourishing Life) Paradise, and the City of Caves.

2.  
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
a. Basis of presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements.

The unaudited condensed consolidated financial statements include all adjustments including normal recurring adjustments necessary to present fairly the consolidated financial position, results of operations and cash flows of the Company for the periods presented. The results of operations for the three and nine months ended September 30, 2011 are not necessarily indicative of operating results expected for the full year or future interim periods. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report of Form 10-K for the year ended December 31, 2010, filed on March 16, 2011.

The functional currency is the Chinese Renminbi, however the accompanying condensed consolidated financial statements have been translated and presented in United States Dollars ($).

 
- 5 -

 
CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

b. Principles of consolidation
 
The accompanying condensed consolidated financial statements include the accounts of China Yida and its wholly-owned subsidiaries Keenway Limited, Hong Kong Yi Tat, Fujian Jintai, Fuyu, Hongda, Fujian Yida, Tulou, Anhui Yida, Yongtai Yunding, Jiangxi Zhangshu, Jiangxi Fenyi, Yida Travel and the accounts of its variable interest entity, Fujian Jiaoguang. All significant inter-company accounts and transactions have been eliminated in consolidation.
 
Consolidation of Variable Interest Entities
 
According to the requirements of ASC 810, an Interpretation of Accounting Research Bulletin No. 51 that requires a Variable Interest Entity ("VIE"), the Company has evaluated the economic relationships of Fujian Jiaoguang which signed an exclusive right agreement with the Company. Therefore, Fujian Jiaoguang is considered to be a VIE, as defined by ASC Topic 810-10, of which the Company is the primary beneficiary.

The carrying amount and classification of Fujian Jiaoguang’s assets and liabilities included in the Condensed Consolidated Balance Sheets are as follows:

   
September 30,
2011
   
December 31,
2010
 
Total current assets*
 
$
11,923,638
   
$
11,005,172
 
Total assets
 
11,931,490
   
11,020,336
 
Total current liabilities#
 
9,714,197
   
8,398,261
 
Total liabilities
 
$
9,714,197
   
$
8,398,261
 

* Including intercompany receivables of $11,915,404 and $11,001,921 as at September 30, 2011 and December 31, 2010 to be eliminated in consolidation.

# Including intercompany payables of $8,403,077 and $7,086,393 as at September 30, 2011 and December 31, 2010 to be eliminated in consolidation.

c. Use of estimates and assumptions
 
The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results. The most significant estimates reflected in the condensed consolidated financial statements include depreciation, useful lives of property and equipment, deferred income taxes, useful life of intangible assets and contingencies. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are determined to be necessary.
 
d. Impairment
 
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.
 
Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally measured by discounting expected future cash flows as the rate the Company utilizes to evaluate potential investments. The Company estimates fair value based on the information available, judgments and projections are considered necessary. There was no impairment of long-lived assets as of September 30, 2011 and December 31, 2010. 

 
- 6 -

 
CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
2.  
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
e. Revenue recognition
 
Revenue is recognized at the date of service rendered to customers when a formal arrangement exists, the price is fixed or determinable, the services rendered, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before satisfaction of all of the relevant criteria for revenue recognition are recorded as unearned revenue.

Revenues from advance resort ticket sales are recognized when the tickets are used. Revenues from our contractors who have tourism contracts with us are generally recognized over the period of the applicable agreements commencing with the tourists visiting the resort. The Company also sells admission and activities tickets for a resort which the Company has the management right.
 
The Company sells the television airtime to third parties. The Company records advertising sales when advertisements are aired.
 
The Company has no allowance for product returns or sales discounts because services that are rendered and accepted by the customers are normally not refundable and discounts are normally not granted after service has been rendered. 
 
f. Advertising costs
 
The Company expenses the cost of advertising as incurred or, as appropriate, the first time the advertising takes place. Advertising costs for the nine months ended September 30, 2011 and 2010 were $400,160 and $548,212, respectively. Advertising costs for the three months ended September 30, 2011 and 2010 were $169,356 and $155,367, respectively recorded under selling expenses.

g. Post-retirement and post-employment benefits

Full time employees of subsidiaries of the Company participate in a government mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, employee housing, and other welfare benefits are provided to employees. Chinese labor regulations require that the subsidiaries of the Company make contributions to the government for these benefits based on a certain percentages of employees’ salaries. The Company has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were $145,730 and $100,294 for the nine months ended September 30, 2011 and 2010, respectively and were $57,162 and $35,628 for the three months ended September 30, 2011 and 2010 respectively.  Other than the above, neither the Company nor its subsidiary provide any other post-retirement or post-employment benefits.

h. Foreign currency translation
 
The Company uses the United States dollar ("U.S. dollars") for financial reporting purposes. The Company's subsidiaries maintain their books and records in their functional currency, being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, the Company translates the subsidiaries' assets and liabilities into U.S. dollars using the applicable exchange rates prevailing at the balance sheet dates, and the statements of income are translated at average exchange rates during the reporting periods. Gain or loss on foreign currency transactions are reflected on the income statement. Gain or loss on financial statement translation from foreign currency are recorded as a separate component in the equity section of the balance sheet and is included as part of accumulated other comprehensive income. The functional currency of the Company and its subsidiaries in China is the Chinese Renminbi.

 
- 7 -

 
CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
2.  
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
i. Income taxes
 
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized.

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. At September 30, 2011, management considered that the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

China Yida is subject to U.S. Federal and California state examination by tax authorities for years after 2007, and the PRC tax authority for years after 2006.

j. Fair values of financial instruments
 
The carrying amounts reported in the condensed consolidated financial statements for current assets and currently liabilities approximate fair value due to the short-term nature of these financial instruments. The carrying amount of long-term loans approximates fair value since the interest rate associated with the debt approximates the current market interest rate.
 
In 2008, the Company adopted ASC 820-10, “Fair Value Measurements and Disclosures”, which establishes a single authoritative definition of fair value and a framework for measuring fair value and expands disclosure of fair value measurements for both financial and nonfinancial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flows) and the cost approach (cost to replace the service capacity of an asset or replacement cost). For purposes of ASC 820-10-15, nonfinancial assets and nonfinancial liabilities would include all assets and liabilities other than those meeting the definition of a financial asset or financial liability as defined in ASC-820-10-15-15-1A.
  
k. Statutory Reserves

In accordance with the relevant laws and regulations of the PRC and the articles of association of the Company, the Company is required to allocate 10% of their net income reported in the PRC statutory accounts, after offsetting any prior years’ losses, to the statutory surplus reserve, on an annual basis. When the balance of such reserve reaches 50% of the respective registered capital of the subsidiaries, any further allocation is optional.

As at September 30, 2011, the statutory reserve of the subsidiaries already reached 50% of the registered capital of the subsidiaries and the Company did not have any further allocation on it.

The statutory surplus reserves can be used to offset prior years’ losses, if any, and may be converted into registered capital, provided that the remaining balances of the reserve after such conversion is not less than 25% of registered capital. The statutory surplus reserve is non-distributable.

l. Segment reporting
 
ASC 250, "Disclosure About Segments of an Enterprise and Related Information" requires use of the "management approach" model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. 

m. Reclassification

Certain reclassifications have been made to the 2010 consolidated financial statements to conform to the 2011 consolidated financial statement presentation. These reclassifications had no effect on net loss or cash flows as previously reported.

 
- 8 -

 


CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

3.  
OTHER RECEIVABLES, NET

Other receivables consist of the following:

   
September 30, 2011
   
December 31, 2010
 
             
Tender for the acquisition of land use rights
  $ 4,695,938     $ -  
Other
    511,008       180,035  
      5,206,946       180,035  
Less: Allowance
    (20,597 )     (19,902 )
    $ 5,186,349     $ 160,133  

Anhui Yida participates in a bid for land use rights in Anhui Province, with the intention to develop tourism destinations. Anhui Yida deposited $4,695,938 (RMB30 million) with local government of Anhui province to participate in the bid. The amount will be used as payment for the land use rights if the Company wins the bid or the funds will be refunded to the Company.

4.  
ADVANCES AND PREPAYMENTS

Advances and prepayments consist of the following:

   
September 30, 2011
   
December 31, 2010
 
             
Advance payment for the acquisition of land use rights
  $ 7,480,434     $ 574,730  
Other
    772,082       448,249  
      8,252,516       1,022,979  
Less: Allowance
    (3,083 )     (2,979 )
    $ 8,249,433     $ 1,020,000  

Advance payment for the acquisition of land use rights represents the payment relating for the acquisition of land use rights. Jiangxi Zhangshu and Jiangxi Fenyi paid compensation to the local government for the compensation to the existing user of the land.  The land use right located on the targeted land which the Company will acquire for the development of the tourism destinations in Jiangxi province. As of September 30, 2011, advance payment made by Jiangxi Zhangshu and Jiangxi Fenyi for the compensation were $4,695,938 (RMB30 million) and $376,338 (RMB2.4 million), respectively. Anhui Yida paid $1,719,420 (RMB10.98 million) for the tax regarding the acquisition of the land use right. Yunding paid $688,738 (RMB4.4 million) for the acquisition of land use rights.

As of December 31, 2010, advance payment made by Yunding for the acquisition of land use rights was $574,730 (RMB3.8 million).

 
- 9 -

 
CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

5.  
PROPERTY AND EQUIPMENT, NET
 
Property and equipment consist of the following:

   
September 30, 2011
   
December 31, 2010
 
             
Buildings, Improvements and Attractions
  $ 115,464,773     $ 91,824,909  
Electronic Equipment
    532,789       315,037  
Transportation Equipment
    2,348,135       2,099,199  
Office Furniture
    51,884       38,417  
      118,397,581       94,277,562  
Less: Accumulated Depreciation
    (7,337,049 )     (4,538,190 )
Property and equipment, net
  $ 111,060,532     $ 89,739,372  

During the nine months ended September 30, 2011, depreciation expense was $2,599,582, of which $2,563,190 and $36,392 was included as cost of sales and as general and administrative expenses, respectively.

During the nine months ended September 30, 2010, depreciation expense was $1,247,957, of which $961,845 and $286,112 was included as cost of sales and as general and administrative expenses, respectively.

During the three months ended September 30, 2011, depreciation expense was $904,149, of which $890,354 and $13,795 was included as cost of sales and as general and administrative expenses, respectively.

During the three months ended September 30, 2010, depreciation expense was $525,985, of which $425,851 and $100,134 was included as cost of sales and as general and administrative expenses, respectively.
 
6.  
CONSTRUCTION IN PROGRESS
 
The construction in progress consists of the projects related to the construction of the following:

   
September 30, 2011
   
December 31, 2010
 
             
Great Golden Lake
  $ 2,926,764     $ 2,785,712  
Yunding resort (Phases I and II)
    -       14,406,456  
Jiangxi Zhangshu Yangsheng TianTang resort
    10,973,498       9,127,911  
Jiangxi Fenyi Dongdou resort
    10,371,995       8,871,613  
    $ 24,272,257     $ 35,191,692  

The construction in progress mainly related to the construction of new tourist resorts which the Company has developed. The estimated completion date of all these construction projects in progress will be September 30, 2012. The amount of capitalized interest included in construction in progress for the nine months ended September 30, 2011 and 2010 amounted to $511,493 and $214,956, respectively. The amount of capitalized interest included in construction in progress for the three months ended September 30, 2011 and 2010 amounted to $250,890 and $72,572, respectively.

The tourist resort in Yunding opened on September 28, 2010 at which time the Company then transferred the related construction in progress of $50,019,707 to property and equipment during the year ended December 31, 2010. The second phase of construction of the Yunding resort was completed as of September 30, 2011.  Construction in progress of $14,680,446 and $52,991,179 were transferred to property and equipment during the nine months ended September 30, 2011 and 2010, respectively.
 
 
- 10 -

 
CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
7.  
INTANGIBLE ASSETS, NET

Intangible assets consist of the following:

   
September 30, 2011
   
December 31, 2010
 
             
Management right of tourist resort
  $ 5,478,594     $ 5,293,566  
Advertising boards
    -       6,806,013  
Commercial airtime rights
    6,584,945       6,362,551  
Land use right
    2,064,514       1,994,790  
      14,128,053       20,456,920  
Accumulated amortization
    (4,469,059 )     (6,414,488 )
Intangible assets, net
  $ 9,658,994     $ 14,042,432  

The Company acquired a 30 year tourist resort management right in August 2001 from unrelated parties for purchase consideration of $5,478,594 (RMB35,000,000).
 
The Company entered into an agreement with a third party on February 29, 2008 and obtained a five-year advertising right for 30 outside advertising boards in Fuzhou City for purchase consideration of RMB45,000,000. The agreement had a five-year term. However, due to the expansion of the highways in Fuzhou City, the advertising boards needed to be demolished.  On August 31, 2011, the Company entered into an agreement with the original third party supplier to have early termination of the term of the advertising right due to the expansion of the highways by government.  The original third party supplier agreed to compensate the Company at the net book value in cash of $2,080,636 (RMB13,500,000). No gain or loss arose from this transaction.
 
On August 1, 2010, the Company entered into a commercial airtime rights agreement with a television station. Under the terms of the agreement, the Company can obtain commercial airtime and resell to advertisers from August 1, 2010 to July 31, 2013 for a monthly fee of $154,121 (RMB 1,000,000) for the period from August 1, 2010 to July 31, 2011. The fee is increased by 20% annually on every August 1.  From August 1, 2011 to July 31, 2012, the monthly fee is $184,945 (RMB1,200,000).  From August 31, 2012 to July 30, 2013, the monthly fee will be $221,934 (RMB1,440,000) for the period.  The agreement can be renewed for two additional years, with mutual agreement between the parties. Since the Company is reselling the commercial airtime to advertisers, the Company has present-valued the monthly payments, including the 20% annual increase, using the market borrowing rate of 7% for three years and recorded $6,584,945 (RMB42,067,917) as commercial airtime rights as an intangible asset, $6,837,286 (RMB43,680,000) as obligation under airtime rights commitment, and $252,341 (RMB1,612,083) as deferred interest at inception (See note 10).
 
At inception, the Company had made an initial assessment that there is no assurance the Company will exercise the option for two additional years and therefore, the Company has only considered the present value of the monthly fee for the first three years under the terms of the agreement.
 
During the nine months ended September 30, 2011 and 2010, amortization expense amounted to $2,718,586 and $1,463,586, respectively, and was included in cost of sales.

During the three months ended September 30, 2011 and 2010, amortization expense amounted to $844,271 and $720,437, respectively, and was included in cost of sales.

Estimated amortization for the next five years and thereafter is as follows:

Remainder of 2011
     
$
607,303
 
2012
       
2,429,214
 
2013
       
1,514,638
 
2014
       
234,233
 
2015
       
234,233
 
Thereafter
       
4,639,373
 
       
$
9,658,994
 
 
 
- 11 -

 
CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
8.  
 LONG-TERM PREPAYMENTS

Long-term prepayments consist of the following:

   
September 30, 2011
   
December 31, 2010
 
             
Prepayments for project planning, assessments and consultation fees
  $ 2,217,140     $ 193,593  
Prepayments for development right for resort, deferred financing costs and others
    804,774       -  
    $ 3,021,914     $ 193,593  

Prepayments for project planning, assessments and consultation fees represent advances relating to the planning, assessment and consultation for the development of other tourism destinations in Anhui province and Jiangxi province.

Prepayments included in development for resort, deferred financing costs and others were $302,510 (RMB1.9 million) for development rights for other resorts and $339,896 (RMB2.17 million) for deferred financing costs.

9.  
BANK LOANS
 
Short-term loans

Short-term loans represent borrowings from commercial banks that are due within one year. These loans consisted of the following:

   
September 30, 2011
   
December 31, 2010
 
             
Loan from Construction Bank, interest rate at 5.56% per annum, due December 15, 2011, collateralized by the Tulou’s property with a net book value of $1,206,200.
  $ 594,819     $ 574,730  
                 
Loan from Fujian Haixia Bank (formerly known as Merchant bank of Fuzhou), interest rate at 6.67% per annum, due November 5, 2011, guaranteed by Fujian Jintai Tourism Development Co., Ltd.
    1,252,250       1,209,957  
Total
  $ 1,847,069     $ 1,784,687  

The Company is applying for an extension for the loan from Fujian Haixia Bank and the due date to be extended to November 5, 2012.

Interest expense for the nine months ended September 30, 2011 and 2010 amounted to $94,968 and $81,702, respectively. Interest expense for the three months ended September 30, 2011 and 2010 amounted to $32,722 and $27,653, respectively. The interest expense for the nine months ended September 30, 2011 and 2010 of $64,977 and $81,702, respectively was capitalized as part of construction in progress. The interest expense for the three months ended September 30, 2011 and 2010 of $32,262 and $27,653, respectively was capitalized as part of construction in progress.

 
- 12 -

 
CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
9.  
BANK LOANS (CONTINUED)
 
Long-term debt

Long term debt consists of the following:

   
September 30, 2011
   
December 31, 2010
 
             
Loan from Taining Credit Union, interest rate at 7.02% per annum, due March 20, 2012, collateralized by the management rights of the Great Golden Lake.
  $ 2,645,378     $ 2,571,161  
                 
Loan from Industrial and Commercial Bank of China Limited, interest rate at 6.40% per annum, final installment due December 15, 2017, secured by credit guarantee of Fujian Jintai and the right to collect resort ticket sales at Yunding resort as additional collateral. (Note (a))
    10,722,392       -  
      13,367,770       2,571,161  
Less: current portion
    (3,584,566 )     -  
Total
  $ 9,783,204     $ 2,571,161  

Note:
(a)
$156,531 (RMB1,000,000) will be due in 2011; $1,017,453 (RMB6,500,000) will be due in 2012; $1,330,516 (RMB8,500,000) will be due in 2013; $1,721,844 (RMB11,000,000) will be due in 2014; $2,113,172 (RMB13,500,000) will be due in 2015; $2,191,438 (RMB14,000,000) will be due in 2016 and $2,191,438 (RMB14,000,000) will be due in 2017.

Interest expense for the nine months ended September 30, 2011 and 2010 amounted to $596,067 and $133,254, respectively. Interest expense for the three months ended September 30, 2011 and 2010 amounted to $220,919 and $44,919, respectively. The interest expense for the nine months ended September 30, 2011 and 2010 of $446,516 and $133,254, respectively was capitalized as part of construction in progress. The interest expense for the three months ended September 30, 2011 and 2010 of $218,628 and $44,919, respectively was capitalized as part of construction in progress.

Management right of the tourist resort with a net book value of $3,621,960 is used as collateral for the long-term debt from Taining Credit Union.  The loan from Industrial and Commercial Bank of China Limited is secured by credit guarantee of Fujian Jintai and the right to collect resort ticket sales at Yunding resort as additional collateral.
 
10.  
OBGLIATION UNDER AIRTIME RIGHTS COMMITMENT
 
Obligation under airtime rights commitment (See note 7) consists of the following:

Remainder of 2011
 
$
563,513
 
2012
   
2,441,888
 
2013
   
1,577,835
 
     
4,583,236
 
Less: deferred interest
   
(158,712
)
     
4,424,524
 
Less: current portion
   
(2,241,135
)
   
$
2,183,389
 
         
Maturities of the long-term obligation:
       
Remainder of 2011
 
$
534,779
 
2012
   
2,348,091
 
2013
   
1,541,654
 
   
$
4,424,524
 
 
 
- 13 -

 
CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
11.  
ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables consist of the following:

   
September 30, 2011
   
December 31, 2010
 
             
Subsidies receipt for land use right acquisition
  $ 892,228     $ -  
Construction holdback
    482,993       -  
Unearned revenue
    128,457       22,616  
Payroll
    340,501       179,935  
Welfare
    77,646       125,403  
Other
    389,436       310,072  
    $ 2,311,261     $ 638,026  

Subsidies receipt for land use right acquisition represents the subsidies from the local government for acquiring the land use rights and will be offset against the cost of land use rights after the completion of the acquisition of these rights.

Construction holdback represents an amount that Fujian Yida is withholding from the contractor who built the attractions and buildings. Fujian Yida will pay the money to the contractors three months after the construction was completed if there are no defects found by Fujian Yida.

12.  
INCOME TAX
 
The Company is subject to Hong Kong (“HK”) and People’s Republic of China (“PRC”) profit tax. For certain operations in HK and PRC, the Company has incurred net accumulated operating losses for income tax purposes.

United States

The Company is incorporated in the United States of America and is subject to United States federal taxation. No provisions for income taxes have been made as the Company has no taxable income for the year. The applicable income tax rate for the Company for the nine months ended September 30, 2011 and 2010 was 35% and 35%, respectively.  No tax benefit has been realized since a valuation allowance has offset the deferred tax asset resulting from the net operating losses.

Cayman Islands

Keenway Limited, a wholly owned subsidiary of the Company, is incorporated in the Cayman Islands and, under the current laws of the Cayman Islands, is not subject to income taxes.

Hong Kong

Hong Kong Yi Tat, a wholly owned subsidiary of the Company, is incorporated in Hong Kong. Hong Kong Yi Tat is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived from Hong Kong. No provisions for income taxes have been made as Hong Kong Yi Tat has no taxable income for the year. The applicable statutory tax rate for the subsidiary for the nine months ended September 30, 2011 and 2010 was 16.5% and 16.5%, respectively.

PRC

Effective on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules impose an unified enterprise income tax rate of 25% on all domestic-invested enterprises and foreign investment enterprises in PRC, unless they qualify under certain limited exceptions. As such, starting from January 1, 2008, the Company’s subsidiaries in PRC are subject to an enterprise income tax rate of 25%.

 
- 14 -

 

CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
12.
INCOME TAX (CONTINUED)

The provision for income tax consists of the following:

   
For The Nine Months Ended September 30,
   
For The Three Months Ended
September 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Current
                       
USA
  $ -     $ -           $ -  
China
    5,381,528       7,381,950       1,706,842       1,989,280  
      5,381,528       7,381,950       1,706,842       1,989,280  
                                 
Deferred
                               
USA
                               
Deferred tax asset for NOL carry forwards
    878,407       638,511       85,760       312,929  
Valuation allowance
    (878,407 )     (638,511 )     (85,760 )     (312,929 )
      -       -       -       -  
China
                               
Current portion
                               
Temporary difference from general and administrative expenses
    (71 )     -       (24 )     -  
Net deferred income tax liabilities under current liabilities
    (71 )     -       (24 )     -  
                                 
Non current portion
                               
Deferred tax asset for NOL carry forwards
    129,541       458,956       62,823       (195,010 )
Temporary difference from airtime rights expenses
    (56,068 )     -       (10,967 )     -  
Temporary difference from capitalized interest
    4,225       -       2,137       -  
Valuation allowance
    (129,541 )     (458,956 )     (62,823 )     195,010  
Net deferred income tax assets under non current assets
    (51,843 )     -       (8,830 )     -  
                                 
Less : Net deferred income tax expenses
    (51,914 )     -       (8,854 )     -  
                                 
Total provision of income tax
  $ 5,433,442     $ 7,381,950     $ 1,715,696     $ 1,989,280  

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the net operating losses and temporary differences become deductible. Management considered projected future taxable income and tax planning strategies in making this assessment.

The change in total allowance for the nine months ended September 30, 2011 and 2010 was an increase of $466,373 and $735,484 respectively. The change in total allowance for the three months ended September 30, 2011 and 2010 was an increase of $148,584 and $117,951 respectively.

 
- 15 -

 

CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
13.  
STOCKHOLDERS’ EQUITY
 
1) WARRANTS
 
The remaining 773,812 Class A Warrants expired on September 6, 2011.
 
 
2) STOCK-BASED COMPENSATION
 
On January 21, 2011 (the “CFO Stock Option Grant Date”), the Company entered into a Non-qualified Stock Option Agreement with the Company’s Chief Financial Officer, pursuant to which, the Company issued non-qualified stock options (the “CFO Stock Options”) to purchase a total of 75,000 shares of the Company’s common stock as compensation for his services to be rendered as the Company’s Chief Financial Officer. 15,000 CFO Stock Options vested on the CFO Stock Option Grant Date; 20,000 CFO Stock Options shall vest on the one-year anniversary of the CFO Grant Date; 20,000 CFO Stock Options shall vest on the second-year anniversary of the CFO Grant Date; and 20,000 CFO Stock Options shall vest on the third-year anniversary of the CFO Grant Date. The exercise price for all of the shares was determined as the fair value of our common stock using the closing price on the grant date.
 
On January 21, 2011 (the “VPIR Stock Option Grant Date”), the Company entered into a Non-qualified Stock Option Agreement with the Company’s VP of Investor Relation, pursuant to which, the Company issued non-qualified stock options (the “VPIR Stock Options”) to purchase a total of 75,000 shares of the Company’s common stock as compensation for his services to be rendered as the Company’s VP of Investor Relation. 15,000 VPIR Stock Options shall vest on the VPIR Stock Option Grant Date; 20,000 VPIR Stock Options shall vest on the one-year anniversary of the VPIR Grant Date; 20,000 VPIR Stock Options shall vest on the second-year anniversary of the VPIR Grant Date; and 20,000 VPIR Stock Options shall vest on the third-year anniversary of the VPIR Grant Date. The exercise price for all of the shares was determined as the fair value of our common stock using the closing price on the grant date.

On March 17, 2011 (the “ID Stock Option Grant Date”), the Company entered into a Non-qualified Stock Option Agreement with the Company’s Independent Director, pursuant to which, the Company issued non-qualified stock options (the “ID Stock Options”) to purchase a total of 30,000 shares of the Company’s common stock as compensation for his services to be rendered as the Company’s Independent Director. One half of the ID Stock Options vested on the ID Grant Date and the second half of ID Stock Options vested on June 10, 2011.  The exercise price for all of the shares was determined as the fair value of our common stock using the closing price on the grant date.

On July 27, 2011, the Company entered into an agreement with the Company’s Independent Director, pursuant to which, the Company granted 20,000 restricted shares of the Company’s common stock as compensation for his services to be rendered as the Company’s Independent Director from June 10, 2011 to June 9, 2012. The estimated value of the 20,000 shares was $73,000 on June 10, 2011. The unrecognized share based compensation expense as of September 30, 2011 was approximately $68,700, which is expected to be recognized over a weighted average period of approximately 0.7 year.

The Company valued the stock options using the Black-Scholes model with the following assumptions:

Type of
Stock Option
 
Number
of
Options
   
Expected Term
   
Expected Volatility
   
Dividend Yield
   
Risk Free Interest
 Rate
   
Estimated Value as at grant date
   
Unrecognized compensation
as at
September 30, 2011
 
Options to Chief Financial Officer
    75,000       10       60 %     0 %     3.44 %     522,649       321,513  
Options to VP of Investor Relation
      75,000         10       60 %     0 %     3.44 %       522,649         321,513  
Options to Independent Director
      30,000         10       60 %     0 %     3.25 %       169,979         -  
      180,000                                       1,215,277       643,026  
 
 
- 16 -

 

CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
13.
STOCKHOLDERS’ EQUITY (CONTINUED)

The following is a summary of the option activity:
 
   
Number of Options
 
       
Outstanding as of December 31, 2009 and 2010
    30,000  
Granted
    180,000  
Exercised
    -  
Forfeited
    -  
Outstanding as of September 30, 2011
    210,000  

For the nine months ended September 30, 2011 and 2010, the Company recognized approximately $576,536 and $83,994, respectively, as stock-based compensation expense, in which $572,252 and $83,994 for its stock option plan and $4,284 and $0 for its restricted shares, which is included in general and administrative expenses.

For the three months ended September 30, 2011 and 2010, the Company recognized approximately $74,543 and $0, respectively, as stock-based compensation expense, in which $70,259 and $0 for its stock option plan and $4,284, and $0 for its restricted shares, which is included in general and administrative expenses.
 
14.  
NON-CONTROLLING INTEREST
 
On April 15, 2010, the Company established a new subsidiary, Anhui Yida.  The Company has a 60% interest and Anhui Xingguang Group, an unrelated entity, holds a 40% interest.  Anhui Yida has not commenced operations as of September 30, 2011. Non-controlling interest consisted of the following:

   
September 30, 2011
   
December 31, 2010
 
             
Capital contributed by non-controlling interest
  $ 6,049,790     $ 6,049,790  
Accumulated deficits
    (109,766 )     (25,751 )
Accumulated other comprehensive income
    (1,314 )     (650 )
      5,938,710       6,023,389  
Less: Loan to non-controlling interest
    (3,381,075 )     (5,928,794 )
    $ 2,557,635     $ 94,595  



 
- 17 -

 
 
CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
15.  
COMMITMENTS AND CONTINGENCIES

(1) Operating commitments
 
Operating commitments consist of leases for office space under various operating lease agreements which expire in April 2021.

Operating lease agreements generally contain renewal options that may be exercised at the Company’s discretion after the completion of the terms. The Company's obligations under various operating leases are as follows:

Remainder of 2011
 
$
29,361
 
2012
   
90,825
 
2013
   
71,562
 
2014
   
65,242
 
2015
   
70,161
 
Thereafter
   
232,567
 
Total minimum payments
 
$
559,718
 

The Company incurred rental expenses of $126,395 and $74,042 for the nine months ended September 30, 2011 and 2010, respectively and which included $6,935 and $6,602, respectively, paid to Xin Hengji Holding Company Limited, a related party.

The Company incurred rental expenses of $55,940 and $21,388 for the nine months ended September 30, 2011 and 2010, respectively and which included $2,383 and $2,213, respectively, paid to Xin Hengji Holding Company Limited, a related party.
 
(2) Capital commitment

Jiangxi Zhangshu Yangsheng TianTang Resort
As at September 30, 2011, the total estimated contract costs to complete Jiangxi Zhangshu Yangsheng TianTang resort are approximately $14,000,000 (RMB90.57 million) of which the Company has completed and paid for approximately $11,000,000 (RMB70.11 million). The remaining $3,000,000 (RMB20.46 million) will be completed and paid by the end of 2012. Jiangxi Zhangshu signed a contract with the local government to pay compensation to the existing land user for acquisition of the land for $7,127,000 (RMB45.53 million) of which the Company paid $4,696,000 (RMB30 million) and is recorded in advances and prepayments. The remaining $2,431,000 (RMB 15.53 million) will be paid before December 31, 2011.

Jiangxi Fenyi Dongdou Resort
As at September 30, 2011, the total estimated contract costs to complete Jiangxi Fenyi Dongdou resort are approximately $12,715,000 (RMB81.23 million) of which the Company has completed and paid for approximately $10,371,000 (RMB66.26 million). The remaining $2,344,000 (RMB14.97 million) will be completed and paid by the end of 2012.

(3) Litigation
 
The Company may be a party to various legal actions arising in the ordinary course of business.  The Company’s management does not expect the legal matters involving the Company would have a material impact on the Company’s consolidated financial position or results of operations.

 
- 18 -

 
 
CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
16.  
EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution of securities by including other potential common stock, including convertible preferred stock, stock options and warrants, in the weighted average number of common shares outstanding for the period, if dilutive.  The numerators and denominators used in the computations of basic and dilutive earnings per share are presented in the following table:

   
For The Nine Months Ended
September 30,
   
For The Three Months Ended
September 30,
 
   
2011
   
2010
   
2011
   
2010
 
BASIC
                       
Numerator for basic earnings per share attributable to the Company’s common stockholders:
                       
                         
Net income used in computing basic earnings per share
  $ 10,653,241     $ 19,922,489     $ 3,208,606     $ 4,673,065  
                                 
Basic earnings per share
  $ 0.54     $ 1.03     $ 0.16     $ 0.24  
                                 
Basic weighted average shares outstanding
    19,551,785       19,343,858       19,551,785       19,551,785  
                                 
   
For The Nine Months Ended
September 30,
   
For The Three Months Ended
September 30,
 
      2011       2010       2011       2010  
                                 
DILUTED
                               
Numerator for basic earnings per share attributable to the Company’s common stockholders:
                               
                                 
Net income used in computing diluted earnings per share
  $ 10,653,241     $ 19,922,489     $ 3,208,606     $ 4,673,065  
                                 
Diluted earnings per share
  $ 0.54     $ 0.99     $ 0.16     $ 0.23  
                                 
Weighted average outstanding shares of common stock
    19,551,785       19,343,858       19,551,785       19,551,785  
Warrants
    -       773,812       -       773,812  
Restricted common shares
    9,836               3,651          
Diluted weighted average shares outstanding
    19,561,621       20,117,670       19,555,436       20,325,597  
                                 
Potential common shares outstanding as of September 30:
                               
Warrants outstanding
    -       773,812       -       773,812  
Options outstanding
    90,000       30,000       110,000       30,000  
Unvested restricted common shares
    20,000       -       20,000       -  
                                 

For nine months ended September 30, 2011 and 2010, 90,000 and 30,000 options, respectively were not included in the diluted earnings per share because the average stock price was lower than the strike price of these options.

For three months ended September 30, 2011 and 2010, 90,000 and 30,000 options, respectively were not included in the diluted earnings per share because the average stock price was lower than the strike price of these options.

 
- 19 -

 

CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

17.  
BUSINESS SEGMENTS

During the nine months ended and three months ended September 30, 2011 and 2010, the Company is organized into two main business segments: advertisement and tourism. The primary business relates to tourism at the Great Golden Lake, Yunding resort and Tulou resort. The Company offers bamboo rafting, parking lot service, photography services and ethnic cultural communications. The primary business related to advertisement is focused on advertisements, including media publishing, television, cultural and artistic communication activities, and performance operation and management activities. The following table presents a summary of operating information and certain balance sheet information for the two segments for the periods ended:

   
For The Nine Months Ended
September 30,
 
For The Three Months Ended
September 30,
 
   
2011
   
2010
 
2011
   
2010
 
                       
Revenues:
                     
Advertisement
$
26,675,530
 
$
27,820,997
$
8,322,439
 
$
9,726,192
 
Tourism
 
7,299,124
   
14,383,404
 
2,885,042
   
1,299,966
 
Total
$
33,974,654
 
$
42,204,401
$
11,207,481
 
$
11,026,158
 
                       
Operating income:
                     
Advertisement
$
19,234,964
 
$
20,668,136
$
6,148,461
 
$
7,341,963
 
Tourism
 
(1,832,147
)
 
7,231,243
 
(998,249
)
 
(458,593
)
Other
 
(1,205,865
)
 
(668,192
)
(244,602
)
 
(259,654
)
Total
$
16,196,952
 
$
27,231,187
$
4,905,610
 
$
6,623,716
 
                       
Net income:
                     
Advertisement
$
14,185,447
 
$
15,386,580
$
4,576,021
 
$
5,477,872
 
Tourism
 
(2,357,224
)
 
5,183,116
 
(1,154,085
)
 
(564,633
)
Other
 
(1,258,997
)
 
(668,797
)
(254,182
)
 
(257,731
)
Total
$
10,569,226
 
$
19,900,899
$
3,167,754
 
$
4,655,508
 
                       
Capital expenditure:
                     
Advertisement
$
2,324
 
$
1,819,530
$
17
 
$
1,817,059
 
Tourism
 
8,539,295
   
22,032,201
 
2,994,437
   
22,032,201
 
Total
$
8,541,619
 
$
23,851,731
$
2,994,454
 
$
23,849,260
 
                       
         
September 30,
2011
       
December 31, 2010
 
                       
Identifiable assets:
                     
Advertisement
     
$
9,852,173
     
$
9,990,752
 
Tourism
       
165,296,814
       
136,088,730
 
Others
       
1,081,022
       
1,742,327
 
       
$
176,230,009
     
$
147,821,809
 

Others represent reconciling amounts including certain assets which are excluded from segments and adjustments to eliminate inter-company transactions.    
 
 
- 20 -

 
 
Item 2.                      Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following discussion of our financial condition and results of operations should also be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those financial statements appearing elsewhere in this Form 10-Q. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
 
Overview
 
The Company was formed on June 4, 1999 to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with a company having its primary operations in the PRC. On November 19, 2007, we consummated the acquisition of Keenway Limited, Hong Kong Yi Tat, and the then shareholders of Keenway Limited, including Chen Minhua, Fan Yanling, Zhang Xinchen, Extra Profit International Limited, and Lucky Glory International Limited (collectively, the “Keenway Limited Shareholders”), received 90,903,246 newly issued shares of our common stock and 3,641,796 shares of our common stock which were transferred from some of our then existing shareholders (the “Merger”). As a result of the closing of the Merger, the Keenway Limited Shareholders owned approximately 94.5% of our then issued and outstanding shares on a fully diluted basis and Keenway Limited became our wholly owned subsidiary.

We are subject to risks common to companies operating in China, including risks inherent in our distribution and commercialization efforts, uncertainty of foreign regulatory approvals and laws, the need for future capital and retention of key employees. We cannot provide assurance that we will generate revenues or achieve and sustain profitability in the future.
 
Results of Operations
 
The Company is organized into two main business segments, tourism and advertisement.

The following table presents a summary of operating information by segments for the three months ended September 30, 2011 and 2010:

   
For the three months
   
For the three months
   
 
   
 
 
   
ended
   
ended
   
Increase/
   
Increase/
 
   
September 30,
   
September 30,
   
(Decrease)
   
(Decrease)
 
   
2011
   
2010
   
U. S. Dollar ($)
   
Percentage (%)
 
Net revenue
 
 
   
 
   
 
   
 
 
Advertisement
 
$
8,322,439
   
$
9,726,192
   
$
 (1,403,753
)
   
(14.43
)
Tourism
   
2,885,042
     
1,299,966
     
 1,586,076
     
121.93
 
Total net revenue
   
11,207,481
     
11,026,158
     
 181,323
     
1.64
 
 
 
 
   
 
   
 
   
 
 
Cost of revenue
 
 
   
 
   
 
   
 
 
Advertisement
   
2,141,129
     
2,118,790
     
22,339
     
1.05
 
Tourism
   
1,389,869
     
654,551
     
735,318
     
112.34
 
Total cost of revenue
   
3,530,998
     
2,773,341
     
757,657
     
27.32
 
 
 
 
   
 
   
 
   
 
 
Gross profit
   
7,676,483
     
8,252,817
     
(576,334
)
   
(6.98
)
 
 
 
   
 
   
 
   
 
 
Selling expenses
   
1,596,304
     
604,444
     
991,860
     
164.09
)
General and administrative expenses
   
                        1,174,569
     
   1,024,657
     
149,912
     
14.63
 
Operating income
   
4,905,610
     
6,623,716
     
(1,718,106
)
   
(25.94
)
Other (expense)
   
 (23,648
)
   
 (5,593
)
   
(18,055
)
   
322.81
 
Interest income
   
27,942
     
45,764
     
(17,822
)
   
(38.94)
 
Interest expenses
   
 (26,454
)
   
(19,099
)
   
(7,355
)
   
38.51
 
Income tax expenses
   
(1,715,696
)
   
(1,989,280
)
   
(273,584
)
   
(13.75
)
Net income
   
3,167,754
     
4,655,508
     
(1,487,754
)
   
(31.96
)
Net loss attributable to non-controlling interest
   
                             40,852
     
                               17,557
     
23,295
     
132.68
 
Net income
 
$
3,208,606
   
$
4,673,065
   
$
(1,464,459
)
   
(31.34
)
 
 
- 21 -

 
 
Three months ended September 30, 2011 compared to Three months ended September 30, 2010

Net Revenue:

Net revenue increased by approximately $0.18 million or approximately 2%, from approximately $11.03 million for the three months ended September 30, 2010 to approximately $11.21 million for the three months ended September 30, 2011.

Advertisement
Advertisement revenue decreased by approximately $1.41 million or approximately 14% from approximately $9.73 million to approximately $8.32 million. This decrease was primarily due to the instability of the railway media broadcast revenue as compared with the same period of 2010.

Tourism
Tourism revenue increased by approximately $1.59 million or approximately 122%, from approximately $1.30 million to approximately $2.89 million. The increase was primarily due to an increase in the number of tourists visiting the Great Golden Lake Resort in the third quarter of 2011. The effect of the flooding that occurred at the Great Golden Lake Resort during the second half of 2010 reduced the number of tourists visiting which was recovered in the third quarter of 2011 and combined with additional tourists visiting the Great Golden Lake Resort than ever before.

Cost of Revenue:

Cost of revenues increased by approximately $0.76 million or approximately 27%, from approximately $2.77 million for the three months ended September 30, 2010 to approximately $3.53 million for the three months ended September 30, 2011.

Advertisement
Cost of revenue from advertisement increased by approximately $0.02 million or approximately 1%, from approximately $2.12 million to approximately $2.14 million. Cost of revenue remained constant primarily due to the fixed costs associated with FETV’s commercial airtime.

Tourism
Cost of revenue from tourism increased by approximately $0.74 million or approximately 112%, from approximately $0.65 million to approximately $1.39 million. The increase was due to the effects of the flooding that occurred at the Great Golden Lake Resort during the second half of 2010 resulting in a decrease in the number of visitors which was recovered in the third quarter of 2011 and combined with additional tourists visiting the Great Golden Lake Resort than ever before.  The corresponding variable costs therefore increased significantly.

Gross profit:
 
Gross profit decreased approximately $0.58 million, or approximately 7%, from approximately $8.26 million for the three months ended September 30, 2010 to approximately $7.68 million for the three months ended September 30, 2011. Our gross profit margin was approximately 68% in 2011, as compared to approximately 75% for the same period in 2010.

Advertisement
Gross profit from advertisement decreased by approximately $1.43 million, or approximately 19%, from approximately $7.61 million to approximately $6.18 million. Gross profit margin from advertisement was approximately 74% for 2011, as compared to approximately 78% for the same period in 2010. This decrease was primarily attributable to the instability of revenue generated from the railway media broadcasts, as compared with the same period in 2010 and that the fixed costs associated with FETV’s commercial airtime remained constant.

Tourism
Gross profit from tourism increased by approximately $0.85 million, or approximately 132%, from approximately $0.65 million to approximately $1.50 million. Gross profit margin from tourism was approximately 52% in 2011, as compared to approximately 50% for the same period in 2010. The slight increase of gross profit margin was primarily attributable to the effect of the flooding that occurred at the Great Golden Lake Resort during the second half of 2010 which was recovered in the third quarter of 2011 and combined with an increase in tourists visiting the Great Golden Lake Resort than ever before. The fixed costs at the resorts remained constant.
 
 
- 22 -

 
 
Selling Expenses:

Selling expenses were approximately $1.60 million for the three months ended September 30, 2011, compared to approximately $0.6 million for the three months ended September 30, 2010, which represents an increase of approximately $1 million, or approximately 164%. The increase in selling expense was primarily due to (i) the effects on the flooding that occurred at the Great Golden Lake during the second half of 2010 resulting in a decrease in the number of visitors and a corresponding decrease in variable costs which was recovered in the third quarter of 2011 and combined with an increase in tourists visiting the Great Golden Lake Resort than ever before, the corresponding variable costs increased, and (ii) the business expansions in our newly opened Yunding resort during 2011, as the resort had not been operational during the same period in 2010.

General and Administrative Expenses:

General and administrative expenses were approximately $1.17 million for the three months ended September 30, 2011, as compared to approximately $1.02 million for the three months ended September 30, 2010, an increase of approximately $0.15 million, or approximately 15%. The increase was primarily due to an increase in stock based compensation expense related to the issuance of stock options and an increase in management fees for new projects in 2011.

Income Tax:
 
Income tax expense was approximately $1.72 million for the three months ended September 30, 2011, a decrease of approximately $0.27 million or approximately 14%, as compared to the approximately $1.99 million income tax expense for the three months ended September 30, 2010. The decrease was primarily attributable to lower net income attributable to lower revenue generated from the railway media broadcasts.

Net Income:
 
As a result of the above factors, net income was approximately $3.17 million for the three months ended September 30, 2011, as compared to net income of approximately $4.66 million for the three months ended September 30, 2010, a decrease of approximately $1.49 million or approximately 32%. The decrease was primarily attributable to the decrease in revenue generated from railway media broadcasts, as compared with the same period in 2010.

The following table presents a summary of operating information by segments for the nine months ended September 30, 2011 and 2010:

   
For the nine months
   
For the nine months
             
   
ended
   
ended
   
Increase/
   
Increase/
 
   
September 30,
   
September 30,
   
(Decrease)
   
(Decrease)
 
   
2011
   
2010
   
U. S. Dollar ($)
   
Percentage (%)
 
Net revenue
                       
Advertisement
 
$
26,675,530
   
$
27,820,997
   
$
(1,145,467)
     
(4.12)
)
Tourism
   
7,299,124
     
14,383,404
     
(7,084,280
)
   
(49.25
)
Total net revenue
   
33,974,654
     
42,204,401
     
(8,229,747
)
   
(19.50
)
 
 
 
   
 
   
 
       
Cost of revenue
 
 
   
 
   
 
       
Advertisement
   
6,847,683
     
5,855,415
     
992,268
     
16.95
 
Tourism
   
3,681,633
     
2,958,141
     
723,492
     
24.46
 
Total cost of revenue
   
10,529,316
     
8,813,556
     
1,715,760
     
19.47
 
   
 
   
 
   
 
       
Gross profit
   
23,445,338
     
33,390,845
     
(9,945,507
)
   
(29.79
)
 
 
 
   
 
   
 
       
Selling expenses
   
3,704,622
     
2,839,638
     
864,984
     
30.46
 
General and administrative expenses
   
3,543,764
     
3,320,020
     
223,744
     
6.74
 
Operating income
   
16,196,952
     
27,231,187
     
(11,034,235
)
   
(40.52
)
Other income (expense)
   
(41,430
)
   
1,650
     
(43,080
)
   
(2,610.91
)
Interest income
   
75,358
     
69,111
     
6,247
     
9.04
 
Interest expenses
   
(228,212
)
   
(19,099
)
   
(209,113
)
   
1,094.89
 
Income tax expenses
   
(5,433,442
)
   
(7,381,950
)
   
(1,948,508
)
   
(26.40
)
Net income
   
10,569,226
     
19,900,899
     
(9,331,673
)
   
(46.89
)
Net loss attributable to non-controlling interest
   
84,015
     
21,590
     
62,425
     
289.14
 
Net income
 
$
10,653,241
   
$
19,922,489
   
$
(9,269,248
)
   
(46.53
)
 
 
- 23 -

 
 
Nine Months ended September 30, 2011 compared to Nine Months ended September 30, 2010

Net Revenue:

Net revenue decreased by approximately $8.23 million or approximately 20%, from approximately $42.21 million for the nine months ended September 30, 2010 to approximately $33.98 million for the nine months ended September 30, 2011.

Advertisement
Advertisement revenue decreased by approximately $1.15 million or approximately 4% from approximately $27.83 million to approximately $26.68 million. The decrease was primarily due to the instability of revenue generated from railway media broadcasts, as compared with the same period in 2010.

Tourism
Tourism revenue decreased by approximately $7.08 million or approximately 49%, from approximately $14.38 million to approximately $7.30 million. The decrease was primarily due to a reduction in the number of tourists visiting the Great Golden Lake Resort. The number of tourists decreased as a direct result of the flooding that occurred at the Great Golden Lake Resort during the second half of 2010. The effects of the flooding have started to recover during the third quarter of 2011.

Cost of Revenue:

Cost of revenues increased by approximately $1.71 million or approximately 19%, from approximately $8.82 million for the nine months ended September 30, 2010 to approximately $10.53 million for the nine months ended September 30, 2011.

Advertisement
Cost of revenue from advertisement increased by approximately $0.99 million or approximately 17%, from approximately $5.86 million to approximately $6.85 million. The increase was due to the increase in costs associated with acquiring the rights to redistribute FETV’s commercial airtime by renewal of the new contracts in the third quarter of 2010.

Tourism
Cost of revenue from tourism increased by approximately $0.72 million or approximately 24%, from approximately $2.96 million to approximately $3.68 million. The increase was due to the high depreciation expense on property and equipment in the resorts.

Gross profit:
 
Gross profit decreased approximately $9.94 million, or approximately 30%, from approximately $33.39 million for the nine months ended September 30, 2010 to approximately $23.45 million for the nine months ended September 30, 2011. Our gross profit margin was approximately 69% in 2011, as compared to approximately 79% for the same period in 2010.

Advertisement
Gross profit from advertisement decreased by approximately $2.14 million, or approximately 10%, from approximately $21.97 million to approximately $19.83 million. Gross profit margin from advertisement was approximately 75% for 2011, as compared to approximately 79% for the same period in 2010. This decrease was primarily attributable to the increase in costs associated with acquiring the rights to redistribute FETV’s commercial airtime by renewal of the new contracts in the third quarter of 2010.

Tourism
Gross profit from tourism decreased by approximately $7.81 million, or approximately 68%, from approximately $11.43 million to approximately $3.62 million. Gross profit margin from tourism was approximately 50% in 2011, as compared to approximately 79% for the same period in 2010. The decrease of gross profit margin was primarily attributable to (i) the effect on the revenue and the number of tourists visiting the Great Golden Lake Resort during the restoration of the resort and (ii) the increased depreciation expense on property and equipment in the new resorts.

Selling Expenses:

Selling expenses were approximately $3.71 million for the nine months ended September 30, 2011, as compared to approximately $2.84 million for the nine months ended September 30, 2010, an increase of approximately $0.87 million, or approximately 30%. The increase was primarily due to the business expansions in our newly engaged operations in Yunding resort during 2011 as the resort had not been operational for the same period in 2010.
 
 
- 24 -

 
 
General and Administrative Expenses

General and administrative expenses were approximately $3.54 million for the nine months ended September 30, 2011, as compared to approximately $3.32 million for the nine months ended September 30, 2010, an increase of approximately $0.22 million, or approximately 7%. The increase was primarily due to an increase in stock based compensation expense related to the issuance of stock options and an increase in management fees for new projects in 2011.

Income Tax:
 
Income tax expense was approximately $5.43 million for the nine months ended September 30, 2011, a decrease of approximately $1.95 million or approximately 26%, as compared to approximately $7.38 million in income tax expense for the nine months ended September 30, 2010. The decrease was primarily attributable to lower net income attributable to lower revenue generated from the Great Golden Lake Resort.

Net Income:
 
As a result of the above factors, net income was approximately $10.57 million for the nine months ended September 30, 2011 as compared to net income of approximately $19.90 million for the nine months ended September 30, 2010, a decrease of approximately $9.33 million or approximately 47%. The decrease was primarily attributable to the effect of the restoration of the Great Golden Lake Resort.
 
LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity include cash from operations and proceeds from long term debt. The debt provided net proceeds of approximately $10.8 million.

At September 30, 2011, we had cash and cash equivalents of approximately $14.36 million as compared to approximately $31.40 million as of September 30, 2010, representing a decrease of $17.04 million. The decrease was primarily due to no issuance of common stock in connection with a registered direct offering that we closed in the same period in 2010, the adverse effect of restoration of the Great Golden Lake Resort which was offset by the proceeds from long term debt. At September 30, 2011, our working capital was approximately $16.35 million.

Net cash provided by operating activities was approximately $16.27 million for 2011 as compared to approximately $23.36 million in 2010. The decrease of $7.09 million was primarily due to a decrease in net income resulting from a decrease in the number of tourists visiting the Great Golden Lake Resort during the restoration of the resort.

Net cash used in investing activities was approximately $18.52 million in 2011 as compared to approximately $30.52 million in 2010, representing a significant decrease in capital expenditures of approximately $12.00 million due to the fact that the construction of the various resorts was nearly complete during the nine months ended September 30, 2011.

Net cash provided by financing activities amounted to approximately $9.14 million in 2011, compared to approximately $32.27 million in 2010, representing a decrease of approximately $23.13 million, mainly due to no issuances of common stock in connection with a registered direct offering that we closed in the same period in 2010.

Bank loans

The Company has four bank loans from four institutional lenders for the development of the tourism destinations.

1.  
A loan for approximately $0.59 million from Construction Bank. The loan bears interest at 5.56% per annum, and is due December 15, 2011.  It is collateralized by the Tulou property.

2.  
A loan for approximately $1.25 million from Fujian Haixia bank (formerly known as Merchant bank of Fuzhou).  The loan bears interest rate at 6.67% per annum, and is due November 5, 2011, guaranteed by Fujian Jintai Tourism Development Co., Ltd.

3.  
A loan for approximately $2.65 million from Taining Credit Union, interest rate at 7.02% per annum, which is due March 20, 2012, and is collateralized by the management rights of the Great Golden Lake Resort.

4.  
A loan for approximately $10.72 million from Industrial Commercial Bank of China Limited. The loan bears interest at 6.40% per annum, $0.16 million is due in 2011; $1.02 million is due in 2012; $1.33 million is due in 2013; $1.72 million is due in 2014; $2.11 million is due in 2015; $2.19 million is due in 2016 and $2.19 million is due in 2017.
 
 
- 25 -

 
 
In the coming 12 months, we have approximately $5.43 million in bank loans that will mature. We plan to replace these loans with new bank loans in approximately the same aggregate amounts.

We believe that our currently available working capital, credit facilities referred to above and the expected additional credit facility should be adequate to sustain our operations at the current level for the next twelve months.

Obligations Under Material Contracts

Below is a table setting forth the Company’s material contractual obligations as of September 30, 2011:

         
Payment due by period
 
Contractual Obligations
 
Total
   
Less than
1 year
   
1-3 years
   
3-5 years
   
More than
5 years
 
                               
Bank Loans
 
$
15,214,839
   
$
5,431,635
   
$
2,974,094
   
$
4,226,344
   
$
2,582,766
 
Operating Lease Obligations
   
559,718
     
29,361
     
227,629
     
302,728
     
-
 
Obligation under airtime rights
   
4,424,524
     
2,241,135
     
2,183,389
     
-
     
-
 
Total
 
$
20,199,081
   
$
7,702,131
   
$
5,385,112
   
$
4,529,072
   
$
2,582,766
 
 
Capital commitment

Jiangxi Zhangshu Yangsheng TianTang Resort
At September 30, 2011, the total estimated contract costs to complete the Jiangxi Zhangshu Yangsheng TianTang resort are approximately $14,000,000 (RMB90.57 million) of which the Company has completed and paid for approximately $11,000,000 (RMB70.11 million). The remaining $3,000,000 (RMB20.46 million) is anticipated to be completed and paid for by the end of 2012.

Jiangxi Fenyi Dongdou Resort
At September 30, 2011, the total estimated contract costs to complete the Jiangxi Fenyi Dongdou resort are approximately $12,715,000 (RMB81.23 million) of which the Company has completed and paid for approximately $10,371,000 (RMB66.26 million). The remaining $2,344,000 (RMB14.97 million) is anticipated to be completed and paid for by the end of 2012.

2011-2012 Outlook

In 2011, we have been constructing and developing Yunding Park’s second phase of construction and three new tourism projects, the Ming Dynasty Entertainment World in Bengbu City, Anhui province, the China Yang-sheng (Nourishing Life) Paradise in Zhangshu City, Jiangxi province, and the City of Caves in Fenyi City, Jiangxi province, which represent our commitment to expanding our business operations by applying our current business model to the development of other valuable tourist destinations out of Fujian province, and throughout China. The construction was in line with our schedule. We expect that we will complete the first phase construction of these three new projects and open them to the public by the end of 2012. In addition, in June 2011, we announced the establishment of our new subsidiary, Fujian Yida Travel Service Co., Ltd. Over the next three years, we will mainly focus on developing our existing six tourist destinations.  All required construction funds will be funded either from our net income and operating cash flow or will be financed through bank loans.

 
- 26 -

 

Critical Accounting Policies
 
The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates, and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our condensed consolidated financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our condensed consolidated financial statements.

The unaudited condensed consolidated financial statements include all adjustments including normal recurring adjustments necessary to present fairly the consolidated financial position, results of operations and cash flows of the Company for the periods presented. The results of operations for the three and nine months ended September 30, 2011 are not necessarily indicative of operating results expected for the full year or future interim periods. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report of Form 10-K for the year ended December 31, 2010, filed on March 16, 2011.
 
Consolidation of Variable Interest Entities
 
According to the requirements of ASC 810, an Interpretation of Accounting Research Bulletin No. 51 that requires a Variable Interest Entity ("VIE"), the Company has evaluated the economic relationships of Fujian Jiaoguang which signed an exclusive right agreement with the Company. Therefore, Fujian Jiaoguang is considered to be a VIE, as defined by ASC Topic 810-10, of which the Company is the primary beneficiary.

Use of estimates and assumptions
 
The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results. The most significant estimates reflected in the condensed consolidated financial statements include depreciation, useful lives of property and equipment, deferred income taxes, useful life of intangible assets and contingencies. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are determined to be necessary.
 
Impairment
 
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.
 
Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally measured by discounting expected future cash flows as the rate the Company utilizes to evaluate potential investments. The Company estimates fair value based on the information available, judgments and projections are considered necessary.

Revenue recognition
 
Revenue is recognized at the date of service rendered to customers when a formal arrangement exists, the price is fixed or determinable, the services rendered, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before satisfaction of all of the relevant criteria for revenue recognition are recorded as unearned revenue.
 
 
- 27 -

 
 
Revenues from advance resort ticket sales are recognized when the tickets are used. Revenues from our contractors who have tourism contracts with us are generally recognized over the period of the applicable agreements commencing with the tourists visiting the resort. The Company also sells admission and activities tickets for a resort which the Company has the management right.
 
The Company sells the television airtime to third parties. The Company records advertising sales when advertisements are aired.
 
The Company has no allowance for product returns or sales discounts because services that are rendered and accepted by the customers are normally not refundable and discounts are normally not granted after service has been rendered. 
 
Post-retirement and post-employment benefits

Full time employees of subsidiaries of the Company participate in a government mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, employee housing, and other welfare benefits are provided to employees. Chinese labor regulations require that the subsidiaries of the Company make contributions to the government for these benefits based on a certain percentages of employees’ salaries. The Company has no legal obligation for the benefits beyond the contributions made.

Foreign currency translation
 
The Company uses the United States dollar ("U.S. dollars") for financial reporting purposes. The Company's subsidiaries maintain their books and records in their functional currency, being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, the Company translates the subsidiaries' assets and liabilities into U.S. dollars using the applicable exchange rates prevailing at the balance sheet dates, and the statements of income are translated at average exchange rates during the reporting periods. Gain or loss on foreign currency transactions are reflected on the income statement. Gain or loss on financial statement translation from foreign currency are recorded as a separate component in the equity section of the balance sheet and is included as part of accumulated other comprehensive income. The functional currency of the Company and its subsidiaries in China is the Chinese Renminbi.

Income taxes
 
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized.

Fair values of financial instruments
 
The carrying amounts reported in the condensed consolidated financial statements for current assets and currently liabilities approximate fair value due to the short-term nature of these financial instruments. The carrying amount of long-term loans approximates fair value since the interest rate associated with the debt approximates the current market interest rate.
 
In 2008, the Company adopted ASC 820-10, “Fair Value Measurements and Disclosures”, which establishes a single authoritative definition of fair value and a framework for measuring fair value and expands disclosure of fair value measurements for both financial and nonfinancial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flows) and the cost approach (cost to replace the service capacity of an asset or replacement cost).

Statutory Reserves

In accordance with the relevant laws and regulations of the PRC and the articles of association of the Company, the Company is required to allocate 10% of their net income reported in the PRC statutory accounts, after offsetting any prior years’ losses, to the statutory surplus reserve, on an annual basis. When the balance of such reserve reaches 50% of the respective registered capital of the subsidiaries, any further allocation is optional.

As at September 30, 2011, the statutory reserve of the subsidiaries already reached 50% of the registered capital of the subsidiaries and the Company did not have any further allocation on it.
 
 
- 28 -

 
 
The statutory surplus reserves can be used to offset prior years’ losses, if any, and may be converted into registered capital, provided that the remaining balances of the reserve after such conversion is not less than 25% of registered capital. The statutory surplus reserve is non-distributable.

Segment reporting
 
ASC 250, "Disclosure About Segments of an Enterprise and Related Information" requires use of the "management approach" model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. 
 
Item 3.                      Quantitative and Qualitative Disclosures About Market Risk.
 
Interest Rates. Our exposure to market risk for changes in interest rates relates primarily to our short-term investments and short-term obligations; thus, fluctuations in interest rates would not have a material impact on the fair value of these securities. At September 30, 2011, we had approximately $14,358,935 in cash and cash equivalents. A hypothetical 10% increase or decrease in interest rates would not have a material impact on our earnings or loss, or the fair market value or cash flows of these instruments.
  
Foreign Exchange Rates. The majority of our revenues derived and expenses and liabilities incurred are in Renminbi (the currency of the PRC). Thus, our revenues and operating results may be impacted by exchange rate fluctuations in the currency of Renminbi. We have not tried to reduce our exposure to exchange rate fluctuations by using hedging transactions. However, we may choose to do so in the future. We may not be able to do this successfully. Accordingly, we may experience economic losses and negative impacts on earnings and equity as a result of foreign exchange rate fluctuations.
 
Item 4.                      Controls and Procedures.

(a) 
Evaluation of disclosure controls and procedures. Our disclosure controls and procedures are designed to ensure (i) that information required to be disclosed by us in the reports we file or submit under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (ii) that information required to be disclosed by us in the reports it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As of September 30, 2011 we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.
 
(b) 
Changes in internal control over financial reporting. During the period covered by this report, there was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
 
 
- 29 -

 
 
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.
 
There are no material changes from risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 16, 2011.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
None.

Item 3.Defaults Upon Senior Securities.

None.
 
Item 4. (Removed and Reserved).  
 
Item 5. Other Information.
 
Dr. Minhua Chen, our Chairman and Chief Executive Officer, intends to use his personal funds to purchase up to $250,000 of our stock in open market transactions until December 31, 2011, pursuant to a Rule 10b5-1 plan, subject to the restrictions of and consistent with the Company’s securities trading policy. As of the filing date hereof, none of the shares has been purchased under the plan.
Item 6. Exhibits.
 
Exhibit Number
 
Exhibit Description
2.1
 
Share Exchange Agreement, dated November 19, 2007, among the Company, the stockholders of the Company, Keenway Limited and Hong Kong Yi Tat International Investment, Ltd.  (1)
3.1
 
Certificate of Incorporation (9)
3.11
 
Articles of Incorporation of the Company as filed with the Secretary of State of Delaware on June 4, 1999 (1)
3.12
 
Certificate of Amendment to Certificate of Incorporation changing the corporate name from Apta Holdings, Inc. to InteliSys Aviation Systems of America, Inc. filed with the Secretary of State of Delaware on July 21, 2007 (1)
3.13
 
Certificate of Good Standing from the State of Delaware dated November 9, 2007 (1)
3.14
 
Certificate of Amendment to Articles of Incorporation filed on November 28, 2007 (2)
4.1
 
Securities Purchase Agreement (3)
4.2
 
Registration Rights Agreement (3)
4.3
 
Lock-Up Agreement (3)
4.4
 
Make Good Agreement (3)
4.5
 
Sample Warrant (3)
10.1
 
Operating Agreement dated October 9, 2004 between Hong Kong Yi Tat International Investment Limited and Fujian Jiaoguang Media Co., Ltd. (1)
10.2
 
Proxy Agreement dated October 9, 2004 between Hong Kong Yi Tat International Investment Limited and Fujian Jiaoguang Media Co., Ltd. (1)
10.3
 
Consulting Services Agreement dated October 9, 2004 between Hong Kong Yi Tat International Investment Limited and Fujian Jiaoguang Media Co., Ltd. (1)
10.4
 
Option Agreement dated October 9, 2004 between Hong Kong Yi Tat International Investment Limited and Fujian Jiaoguang Media Co., Ltd. (1)
10.5
 
Equity Pledge Agreement dated October 9, 2004 between Hong Kong Yi Tat International Investment Limited and Fujian Jiaoguang Media Co., Ltd. (1)
10.6
 
Fujian Education Television Channel Project Management Agreement between Fuzhou Fuyu Advertising, Co. and Fujian Education Media Limited Company, dated August 1, 2010. (2)
10.7
 
Leasing Agreement (4)
10.8
 
Leasing Agreement (4)
10.9
 
Employment Agreement on Chief Financial Officer (6)
 
 
 
- 30 -

 
 
10.10
 
Employment Agreement with George Wung (7)
10.11
 
Placement Agency Agreement (10)
10.12
 
Form of Subscription Agreement (10)
10.13
 
Equity Transfer Agreements Dated March 15, 2010 (11)
10.14
 
Fujian Education Television Station Channel Management Agreement (12)
24.1
 
Power of Attorney (7)
 31.1
 
Certification of Chen Minhua pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
 
Certification of George Wung pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certification of Chen Minhua pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
 
Certification of George Wung pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1
 
2008 Development Report of Chinese Radio and Television (4)
101.INS
 
XBRL Instance Document
101.SCH
 
RL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document

(1)  
Previously filed as Exhibits to Form 8K filed on November 26, 2007.
 (2)  
Previously filed as Exhibits to Form 8K filed on March 6, 2008.
 (3)  
Previously filed as Exhibits to Form 8K filed on March 11, 2008.
 (4)  
Previously filed as Exhibits to Form S-1/A filed on July 8, 2008.
 (5)  
Previously filed as Exhibits to Form S-1/A filed on August 22, 2008.
 (6)  
Previously filed as Exhibits to Form 8K filed on September 18, 2008.
 (7)  
Previously filed as Exhibits to Form 8K filed on September 18, 2008.
 (8)  
Previously filed as Exhibits to Form 8K filed on January 14, 2009.
 (9)  
Previously filed as Exhibits to Form S3 filed on December 11, 2009.
 (10)  
Previously filed as Exhibits to Form 8K filed on January 22, 2010. 
 (11)  
Previously filed as Exhibits to Form 8K filed on May 14, 2010. 
 (12)  
Previously filed as Exhibits to Form 8K filed on August 4, 2010.
 
In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
 
 
- 31 -

 

 
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 YIDA HOLDING, CO.
     
Date: November 7, 2011 
By:
 /s/ Chen Minhua
   
Chen, Minhua
Chief Executive Officer
(Duly Authorized Officer and Principal Executive Officer)
     
Date: November 7, 2011
By:
/s/ George Wung
   
George Wung
Chief Financial Officer
(Principal Financial Officer)
 
 
 
 

- 32 -