China Yida Holdings (CNYD)

[Brookwinn]

From the 8K filed on Edgar March 6th

Item 3.02. Unregistered Sales of Equity Securities

On February 29, 2008, we issued shares of our common stock to certain individuals and entities listed below pursuant to the terms of the Share Exchange Agreement entered into on November 19, 2007. Specifically, we issued a total of 44,751,046 shares of common stock to certain entities as follows:

Shareholder

Number of Shares
Chairman Chen Minhua

18,525,131 shares
Fan Yanling

18,525,131 shares
Extra Profit International Limited

2,038,442 shares
Luck Glory International Limited

2,038,442 shares
Zhang Xinchen

1,811,950 shares
E-Tech International, Inc.

1,811,950 shares

These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the ‘Act’). These shares of our Common Stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a ‘public offering’ as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a ‘public offering.’ Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

Item 5.03. Amendment to Articles of Incorporation

On November 28, 2007, we filed with the Secretary of State for the State of Delaware a Certificate of Amendment to our Certificate of Incorporation changing our name to “China Yida Holding, Co.” (the “Name Change”). The name change was declared effective on the open of business on February 28, 2008.

Item 8.01. Other Events

Effective as of February 28, 2008, the one-for-ten reverse stock split of our issued and outstanding common stock was declared effective (the “Reverse Stock Split”). Pursuant to the Reverse Stock Split, each ten shares of our issued and outstanding common stock will be reclassified and combined into one share of our common stock. The number of shares of our authorized common stock shall remain at 100 million shares, without any change in par value per common share. Additional information about the reverse stock split is available in our definitive information statement filed with the Securities and Exchange Commission on February 7, 2008.

Pursuant to the Name Change and Reverse Stock Split, effective as of February 28, 2008, our stock trading symbol has changed from IAVA to CYID.