Clean Vision Corp - Quarter Report: 2008 September (Form 10-Q)

Month end RMB:US$ exchange rate

Average monthly RMB:US$ exchange rate

UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

[] 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: 000-52489

CHINA VITUP HEALTH CARE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Nevada		45-0552679
(State or other jurisdiction of incorporation)		(IRS Employer Identification Number)

108-1 Nashan Road Zhongshan District Dalian, P.R.C.
(Address of principal executive offices)
86-411-8265-3668
(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 Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [ X ] No

As of September 30, 2008 the Issuer had 15,000,000 shares of common stock issued and outstanding.

PART I-FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

The financial statements of China Vitup Health Care Holdings, Inc. (the "Company" or the “Registrant”), a Nevada corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10/A Registration Statement filed with the Securities and Exchange Commission (“SEC”) on October 28, 2008.

CHINA VITUP HEALTH CARE HOLDINGS, INC.

CONDENDSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008


INDEX TO FINANCIAL STATEMENTS:	Page

Condensed Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007	3

Condensed Consolidated Statement of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2008 and 2007	4

Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2008	5

Condensed Consolidated Statement of Stockholders’ Equity for the Nine Months Ended September 30, 2008	6

Notes to Condensed Consolidated Financial Statements	7 - 21

CHINA VITUP HEALTH CARE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)


	September 30, 2008		December 31, 2007
			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	174,677	$	651,598
Accounts receivable, trade		100,234		209,180
Inventories		542		4,113
Prepayments, deposits and other receivables		1,062,556		473,083
Total current assets		1,338,009		1,337,974

Non-current assets:
Plant and equipment, net		1,310,056		1,377,120

TOTAL ASSETS	$	2,648,065	$	2,715,094

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	127,938	$	225,547
Deferred revenue		19,281		5,572
Amounts due to directors		26,402		387,069
Income tax payable		21,253		52,655
Accrued liabilities and other payables		315,959		95,747
Total current liabilities		510,833		766,590

Long-term liabilities:
Note payable, related party		970,756		970,756

TOTAL LIABILITIES		1,481,589		1,737,346

Commitments and contingencies

Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no share issued and outstanding		-		-
Common stock, $0.0001 par value, 500,000,000 shares authorized, 15,000,000 and 15,000,000 shares issued and outstanding as of September 30, 2008 and December 31, 2007		1,500		1,500
Additional paid-in capital		167,481		167,481
Accumulated other comprehensive income		304,000		152,515
Statutory reserve		179,820		179,820
Equity of VIE		(97,012)		(97,012)
Retained earnings		610,687		573,444

Total stockholders’ equity		1,166,476		977,748
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,648,065	$	2,715,094

See accompanying notes to condensed consolidated financial statements.

CHINA VITUP HEALTH CARE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2008		2007		2008		2007

OPERATING REVENUES	$	473,904	$	583,160	$	1,356,876	$	1,322,231

COST OF REVENUE		185,523		192,895		575,137		514,143

GROSS PROFIT		288,381		390,265		781,739		808,088

OPERATING EXPENSES:
Depreciation		121,374		101,628		345,186		243,981
Stock based compensation		-		-		-		48,981
Rental expense – related party		10,087		11,504		35,099		34,109
General and administrative		119,132		83,303		331,467		298,779
Total operating expenses		250,593		196,435		711,752		625,850

INCOME FROM OPERATIONS		37,788		193,830		69,987		182,238

OTHER INCOME :
Interest income		199		155		1,074		1,193
Total other income		199		155		1,074		1,193

INCOME BEFORE INCOME TAXES		37,987		193,985		71,061		183,431

Income tax expense		(11,529)		(18,622)		(33,818)		(41,647)

NET INCOME	$	26,458	$	175,363	$	37,243	$	141,784

Other comprehensive income:
- Foreign currency translation gain		12,093		20,881		151,485		62,429

COMPREHENSIVE INCOME	$	38,551	$	196,244	$	188,728	$	204,213

Net income per share – basic and diluted	$	0.00	$	0.01	$	0.00	$	0.01

Weighted average shares outstanding during the period – basic and diluted		15,000,000		15,000,000		15,000,000		14,989,599

See accompanying notes to condensed consolidated financial statements.

CHINA VITUP HEALTH CARE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007

(Currency expressed in United States Dollars (“US$”))

(Unaudited)


	Nine months ended September 30,
	2008		2007
Cash flows from operating activities:
Net income	$	37,243	$	141,784
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		345,186		243,981
Stock-based compensation to a director, non-cash		-		48,981
Changes in operating assets and liabilities:
Accounts receivable, trade		121,124		(215,111)
Inventories		3,780		4,650
Prepayments, deposits and other receivables		(68,166)		(80,269)
Accounts payable		(68,752)		202,833
Deferred revenue		13,052		(16,220)
Amounts due to directors		(374,856)		215,172
Income tax payable		(34,388)		(16,421)
Accrued liabilities and other payables		209,224		43,363

Net cash provided by operating activities		183,447		572,743

Cash flows from investing activities:
Prepayments to vendors for plant and equipment		(519,390)		-
Purchase of plant and equipment		(184,915)		(1,021,598)

Net cash used in investing activities		(704,305)		(1,021,598)

Effect of exchange rate change on cash and cash equivalents		43,937		62,429
NET CHANGE IN CASH AND CASH EQUIVALENTS		(476,921)		(386,426)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		651,598		531,468

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	174,677	$	145,042

SUPPLEMENTAL DISLCOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes	$	11,217	$	60,432
Cash paid for interest expense	$	-	$	-

See accompanying notes to condensed consolidated financial statements.

CHINA VITUP HEALTH CARE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)


	Preferred stock			Common stock			Additional paid-in capital		Accumulated other comprehensive income		Statutory reserve		Equity of VIE		Retained earnings		Total stockholder’s equity
	No. of share	Amount		No. of share	Amount		Additional paid-in capital		Accumulated other comprehensive income		Statutory reserve		Equity of VIE		Retained earnings		Total stockholder’s equity
As of January 1, 2008	-	$	-	15,000,000	$	1,500	$	167,481	$	152,515	$	179,820	$	(97,012)	$	573,444	$	977,748

Foreign currency translation adjustment	-		-	-		-		-		151,485		-		-		-		151,485

Net income for the period	-		-	-		-		-		-		-		-		37,243		37,243

As of September 30, 2008	-	$	-	15,000,000	$	1,500	$	167,481	$	304,000	$	179,820	$	(97,012)	$	610,687	$	1,166,476

See accompanying notes to condensed consolidated financial statements.

NOTE－1

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the consolidated balance sheet as of December 31, 2007 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended September 30, 2008 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2008 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Company's Form 10/A Registration Statement filed with the Securities and Exchange Commission (“SEC”) on October 28, 2008.

NOTE－2

ORGANIZATION AND BUSINESS BACKGROUND

China Vitup Health Care Holdings, Inc. (“CVPH” or the “Company”) was incorporated under the laws of Canada on February 24, 2003. The Company was originally organized as Second Bavarian Mining Consulting Services, Inc. On August 10, 2004, the Company changed its domicile to the State of Wyoming, United States of America and changed its name to Tubac Holdings, Inc. On October 2, 2006, the Company further changed its domicile to the State of Nevada and changed its name to China Vitup Health Care Holdings, Inc.

On November 16, 2006, CVPH completed a stock exchange transaction (the “Exchange”) with the shareholders of China Vitup Healthcare Holdings, Inc. (“China Vitup BVI”), whereby 13,460,202 shares of CVPH’s common stock was issued to the shareholders of China Vitup BVI in exchange for 100% of the common stock of China Vitup BVI. The Exchange resulted in the previous controlling shareholders of China Vitup BVI becoming the controlling shareholders of CVPH.

The Exchange has been accounted for as a reverse acquisition and recapitalization of CVPH whereby China Vitup BVI is deemed to be the accounting acquirer (legal acquiree) and CVPH to be the accounting acquiree (legal acquirer). CVPH is deemed to be a continuation of the business of China Vitup BVI. Accordingly, its assets and liabilities are included in the balance sheet at their historical book values and the results of operations of China Vitup BVI have been presented for the comparative prior period.

During 2007 and 2008, CVPH, through its subsidiaries and variable interest entities (“VIEs”), is engaged in the provision of health management service and Chinese medical service in the People’s Republic of China (the “PRC”).

CVPH, China Vitup BVI, Dalian Vitup Management, Dalian Vitup Healthcare and Dalian Vitup Clinic are hereinafter referred to as (the “Company”).

NOTE－3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the period reported. Actual results may differ from these estimates.

Principles of consolidation

The consolidated financial statements include the accounts of the Company, China Vitup BVI, Dalian Vitup Management and VIEs for which the Company is the primary beneficiary and the operating results of the VIEs was included in the consolidated statement of operations effective from September 1, 2006, the date when the Company, through Vitup Management, entered into a set of exclusive agreements with the VIEs. Details of the contractual arrangement with the VIEs were disclosed in Note 4 below.

All significant inter-company balances and transactions within the Company have been eliminated on consolidation.

Variable interest entities

The Company has adopted FASB Interpretation No. 46R “Consolidation of Variable Interest Entities, FIN 46R, an Interpretation of Accounting Research Bulletin No. 51”. FIN 46R requires a variable interest entity or VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIEs or is entitled to receive a majority of the VIE’s residual returns. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

The Company has the following significant variable interest entities, or VIEs:


•		Dalian Vitup Healthcare, a PRC company controlled through Dalian Vitup Management by contracts and operates a health center in the PRC. It is owned by Mr. Wang Shubin and Ms. Gu Feng, the major shareholders of CVPH.


•		Dalian Vitup Clinic, a PRC company controlled by Dalian Vitup Healthcare by contract and is engaged in the provision of Chinese medical consultation services in the PRC. It is 100% owned by Mr. Wang Shubin, one of the major shareholder and the director of CVPH.

The capital investment in these VIEs is funded by the Company and registered as interest-free loans to the PRC owners. As of September 30, 2008, the total amount of interest-free loans to the owners of the VIEs listed above was $970,756. Under various contractual agreements, the owners of the VIEs are required to transfer their ownership in these entities to the Company’s subsidiaries in the PRC when permitted by PRC laws and regulations or at any time for the amount of outstanding loans, and all voting rights of the VIEs are assigned to the Company. The Company has the power to appoint all directors and senior management personnel of the VIEs. Through the wholly-owned subsidiaries in the PRC, the Company has also entered into exclusive consulting services.

As a result of these contractual arrangements effective from September 1, 2006, the operating results of the VIEs were included in the consolidated statement of operations of the Company thereon. The operating results of the VIEs for the period from their inceptions to August 31, 2006, before the effective date of becoming VIEs are recorded as “Equity from VIE” in the consolidated balance sheets.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on managements’ assessment of known requirements, aging of receivables, payment history, the customer’s current credit worthiness and the economic environment. As of September 30, 2008, the Company did not record an allowance for doubtful accounts, nor have there been any write-offs since inception.

Inventories

Inventories are stated at the lower of cost or market value. Cost is determined using the first-in, first-out (“FIFO”) method for all inventories. Inventories mainly consist of the Chinese herb medicine purchased from third parties.

Plant and equipment, net

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:


	Depreciable life	Residual value
Leasehold improvements	5 years	0%
Medical equipments	5 years	5%
Motor vehicles	10 years	5%
Furniture, fixtures and equipments	5 years	5%

Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

Impairment of long-lived assets

In accordance with the Statement of Financial Accounting Standard ("SFAS") No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets,” the Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. There has been no impairment as of September 30, 2008.

Revenue recognition

The Company recognizes its revenues, as the related services are rendered to the customer and are net of allowances and discounts, its related business taxes and value added taxes. In accordance with the SEC’s Staff Accounting Bulletin No. 104, “Revenue Recognition”, the Company recognizes revenue when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling price is fixed or determinable and collectibility is reasonably assured.

Revenues from healthcare consultation and medical consultation services are recognized in the period that services are rendered. Revenue received in advance for future service is recorded as deferred revenue. Revenues from the sales of Chinese herbal medicine are recognized upon delivery of the related products.

Under all circumstances, the Company records revenues net of any estimated contractual allowances for potential adjustments resulting from a failure to meet performance or staffing related criteria. If necessary, the Company revises its estimates for such adjustments in future periods when the actual amount of the adjustment is determined. As of September 30, 2008, the Company has determined no reserve for these potential adjustments.

Cost of revenues

Cost of revenue primarily includes purchase of raw materials, sub-contracting charges, direct overhead and business tax. The Company is subject to business tax which is levied at 5% on the invoiced value of services. The business tax charged for the nine months ended September 30, 2008 and 2007 was $76,865 and $60,475 respectively.

Cost of revenue is exclusive of depreciation of $69,234 and $198,366 for the three and nine months ended September 30, 2008; and $56,673 and $123,033 for the three and nine months ended September 30, 2007.

Deferred revenue

Deferred revenue consists primarily of payments received in advance from customers.

Income tax

The Company accounts for income tax using SFAS No. 109 “Accounting for Income Taxes”, which requires the asset and liability approach for financial accounting and reporting for income taxes. Under this approach, deferred income taxes are provided for the estimated future tax effects attributable to temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases, and for the expected future tax benefits from loss carry-forwards and provisions, if any. Deferred tax assets and liabilities are measured using the enacted tax rates expected in the years of recovery or reversal and the effect from a change in tax rates is recognized in the statement of operations and comprehensive income in the period of enactment. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all of the deferred tax assets will not be realized.

The Company also adopts Financial Accounting Standards Board ("FASB") Interpretation No. (FIN) 48, "Accounting for Uncertainty in Income Taxes" and FSP FIN 48-1, which amended certain provisions of FIN 48. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN 48 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. This interpretation also provides

guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

In connection with the adoption of FIN 48, the Company analyzed the filing positions in all of the federal, state and foreign jurisdictions where the Company and its subsidiaries are required to file income tax returns, as well as all open tax years in these jurisdictions. The Company adopted the policy of recognizing interest and penalties, if any, related to unrecognized tax positions as income tax expense. The Company did not have any unrecognized tax positions or benefits and there was no effect on the financial condition or results of operations for the period ended September 30, 2008.

The Company conducts its major businesses in the PRC and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the local and foreign tax authorities.

Comprehensive income

SFAS No. 130, “Reporting Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying condensed consolidated statement of changes in stockholders’ equity consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

Net income per share

The Company calculates net income per share in accordance with SFAS No.128, “Earnings per Share”. Basic net income per share is computed by dividing the net income by the weighted-average number of common shares outstanding. Diluted net income per share is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. The Company did not have any potentially dilutive common share equivalents as of September 30, 2008.

Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations.

The reporting currency of the Company is the United States dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. The Company's major subsidiaries in the PRC maintained their books and records in its local currency, Renminbi Yuan ("RMB"), which is functional currency as being the primary currency of the economic environment in which these entities operate.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with SFAS No. 52, “Foreign Currency Translation”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of

foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of stockholders’ equity.

Translation of amounts from RMB into US$ has been made at the following exchange rates for the respective period:

Segment reporting

SFAS No. 131 “Disclosures about Segments of an Enterprise and Related Information” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company operates in two reportable operating segments: Health Management Service and Chinese Medical Service.

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Fair value of financial instruments

The Company values its financial instruments as required by SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”. The estimated fair value amounts have been determined by the Company, using available market information and appropriate valuation methodologies. The estimates presented herein are not necessarily indicative of amounts that the Company could realize in a current market exchange.

The Company’s financial instruments primarily include cash and cash equivalents, accounts receivable, prepayments, deposits and other receivables, accounts payable, deferred revenue, amounts due to directors, income tax payable, accrued liabilities and other payables and note payable.

As of the balance sheet date, the estimated fair values of financial instruments were not materially different from their carrying values as presented due to short maturities of these instruments.

Recently issued accounting standards

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), "Business Combinations" ("SFAS No. 141R"). SFAS No. 141R will change the accounting for business combinations. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141R will change the accounting treatment and disclosure for certain specific items in a business combination. SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first

annual reporting period beginning on or after December 15, 2008. Accordingly, any business combinations the Company engages in will be recorded and disclosed following existing GAAP until January 1, 2009. The Company expects SFAS No. 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time. The Company is still assessing the impact of this pronouncement.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160" ("SFAS No. 160"). SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The Company believes that SFAS 160 should not have a material impact on the consolidated financial position or results of operations.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("SFAS No. 161"). SFAS No. 161 requires companies with derivative instruments to disclose information that should enable financial-statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 "Accounting for Derivative Instruments and Hedging Activities" and how derivative instruments and related hedged items affect a company's financial position, financial performance and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). This statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in the United States. This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The Company does not expect the adoption of SFAS No. 162 to have a material effect on the financial condition or results of operations of the Company.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts--an interpretation of FASB Statement No. 60” ("SFAS No. 163"). SFAS No. 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS No. 163 on its financial statements but does not expect it to have an effect on the Company's financial position, results of operations or cash flows.

Also in May 2008, the FASB issued FSP APB 14-1, "Accounting for Convertible Debt Instruments that may be Settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1 applies to convertible debt securities that, upon conversion, may be settled by the issuer fully or partially in cash. FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years after December 15, 2008, and must be applied on a retrospective basis. Early adoption is not permitted. The Company does not expect it to have an effect on the Company's financial position, results of operations or cash flows.

In June 2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities" ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the earnings allocation in computing earnings per share under the two-class method as described in SFAS No. 128, Earnings per Share. Under the guidance of FSP EITF 03-6-1, unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings-per-share pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and all prior-period earnings per share data presented shall be adjusted retrospectively. Early application is not permitted. The Company does not expect it to have an effect on the Company's financial position, results of operations or cash flows.

Also in June 2008, the FASB ratified EITF No. 07-5, "Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity's Own Stock" ("EITF 07-5"). EITF 07-5 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. EITF 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early application is not permitted. The Company is assessing the potential impact of this EITF 07-5 on the financial condition and results of operations and does not expect it to have an effect on the Company's financial position, results of operations or cash flows.

NOTE－4

VARIABLE INTEREST ENTITIES

The Company, through its subsidiaries and VIEs, operates a health center and provides healthcare consultation services in the PRC.

On September 1, 2006, the Company, through Dalian Vitup Management, entered into certain exclusive agreements with Dalian Vitup Healthcare and its owners. Pursuant to these agreements, Dalian Vitup Management provides exclusive technical consulting and other general business operation services to Dalian Vitup Healthcare in return of a consulting services fee which is equal to Dalian Vitup Healthcare’s net income. Through these contractual arrangements, Dalian Vitup Management has the ability to substantially influence Dalian Vitup Healthcare’s daily operations and financial affairs, appoint its senior executives and approve all matters requiring shareholder approval. As a result of these contractual arrangements, Dalian Vitup Management should be considered the primary beneficiary of Dalian Vitup Healthcare.

On April 1, 2006, Dalian Vitup Healthcare entered into similar set of exclusive agreements with Dalian Vitup Clinic to enable Dalian Vitup Healthcare to provide traditional Chinese medical consultation services to its customers. Dalian Vitup Clinic is also considered a VIE to Dalian Vitup Healthcare.

Effective from September 1, 2006, the operating results of Dalian Vitup Healthcare and Dalian Vitup Clinic were included in the consolidated statement of operations.

NOTE－5

PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES

Prepayments, deposits and other receivables consisted of the followings:


		September 30, 2008			December 31, 2007


			(Audited)

Prepayments	$	291,261	$	167,145
Deposits		364,988		140,842
Advances to employees		33,166		133,224
Other receivables		373,141		31,872
	$	1,062,556	$	473,083

The prepayments represented payments to vendors for the purchase of plant and equipment. The balances will be subsequently settled upon the delivery of plant and equipment within the next 12 months. Other receivables represented unsecured temporary advances to third parties with non-interest bearing. The Company expected to recover the balance within one year.

NOTE－6

PLANT AND EQUIPMENT, NET

Plant and equipment, net, consist of the following:


	September 30, 2008		December 31, 2007
			(Audited)

Leasehold improvements	$	419,895	$	419,895
Medical equipments		1,324,438		1,272,822
Motor vehicles		273,686		273,686
Furniture, fixtures and equipment		417,678		280,596
Foreign translation difference		254,784		90,972
		2,690,481		2,337,971
Less: accumulated depreciation		(1,256,187)		(911,001)
Less: foreign translation difference		(124,238)		(49,850)
Net book value	$	1,310,056	$	1,377,120

Depreciation expense for the three and nine months ended September 30, 2008 was $121,374 and $345,186, respectively.

Depreciation expense for the three and nine months ended September 30, 2007 was $101,628 and $243,981, respectively.

All the plant and equipment were attributed from the VIEs and Dalian Vitup Management and measured at historical basis.

NOTE－7

ACCRUED LIABILITIES AND OTHER PAYABLES

Accrued liabilities and other payables consisted of the followings:


		September 30, 2008			December 31, 2007
		(Unaudited)			(Audited)



Accrued expenses	$	300,099	$	83,866
Welfare payable		15,590		4,270
Other payables		270		7,611
	$	315,959	$	95,747

NOTE－8

INCOME TAXES

For the period ended September 30, 2008 and 2007, the local (“the United States”) and foreign components of income (loss) before income taxes were comprised of the following:


	Nine months ended September 30,
	2008		2007
Tax jurisdictions:
Loss subject to U.S.	$	-	$	(48,981)
Income (loss) subject to BVI		(820)		(32)
Income subject to the PRC		71,881		232,444
Income (loss) before income taxes	$	71,061	$	183,431

The provision for income taxes consisted of the following:


	Nine months ended September 30,
	2008		2007
Current:
- Local	$	-	$	-
- Foreign		33,818		41,647

Deferred:
- Local		-		-
- Foreign		-		-
Provision for income taxes	$	33,818	$	41,647

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries and VIEs that operate in various countries: U.S., British Virgin Island and the PRC that are subject to tax in the jurisdictions in which they operate, as follows:

United States of America

CVPH is subject to taxes in the United States of America and has generated an operating loss for the nine months ended September 30, 2008 and 2007.

British Virgin Island

Under the current BVI law, China Vitup BVI is not subject to tax on income.

The PRC

All the Company’s PRC subsidiaries are subject to the Corporate Income Tax governed by the Income Tax Law of the PRC. On March 16, 2007, the National People’s Congress approved the Corporate Income Tax Law of the People’s Republic of China (the “New CIT Law”). The new CIT Law, among other things, imposes a unified income tax rate of 25% for both domestic and foreign invested enterprises with effect from January 1, 2008.

Under the New CIT Law, Dalian Vitup Management is entitled to the tax rate reduction from 33% to 25% that may impact the carrying value of deferred tax assets as a result of new tax rate. However, Dalian Vitup Management is considered a foreign investment enterprise and is subject to tax holidays from a full exemption of income tax for the first two profit making years with a 50% exemption of income tax (that is 30%) for the next three years. Its ultimate applicable effective tax rate in 2008 and beyond will depend on many factors, including but not limited to whether certain of its legal entity will be subject to a transitional policy under the Corporate Income Tax Law, whether Dalian Vitup Management can continue to enjoy the unexpired tax holidays.

Dalian Vitup Healthcare is domestic company and is subject to the tax rate reduction from 33% to 25%.

Dalian Vitup Clinic is subject to applicable tax rate ranged from 5% to 35% as a sole-proprietorship.

Dalian Vitup Management and Dalian Vitup Clinic are exempted from the PRC Corporate Income Tax due to cumulative operating loss for the nine months ended September 30, 2008 and 2007.

Dalian Vitup Healthcare was granted a tax exemption under the tax law of the “Law of the Administration of Tax Collection”, “Income Tax Law for Enterprises with Foreign Investment and Foreign Enterprises” and “Implementation of the Provisional Regulation of the PRC on Corporate Income Tax” whereas CIT is calculated at a statutory rate of 25% based on 10% of net revenue generated from the provision of health management services. Dalian Vitup Healthcare generated its net revenue from its operation and has recorded income tax expense of $33,818 and $41,647 for the nine months ended September 30, 2008 and 2007.

The reconciliation of income tax rate to the effective income tax rate for the nine months ended September 30, 2008 and 2007 is as follows:


	Nine months ended September 30,
	2008		2007

Income before income taxes from PRC operation	$	71,881	$	232,444
Statutory income tax rate		25%		33%
		17,970		76,707

Effect from tax holiday		(7,108)		(35,060)
Non-deductible items		22,956		-
Income tax expense	$	33,818	$	41,647

The following table sets forth the significant components of the aggregate net deferred tax assets of the Company as of September 30, 2008 and December 31, 2007:


	September 30, 2008		December 31, 2007

Deferred tax assets:
Net operating losses carryforward	$	120,711	$	-
Less: valuation allowance		(120,711)		-
Deferred tax assets	$	-	$	-

As of September 30, 2008 and 2007, a valuation allowance of $120,711 and $0 was provided to the deferred tax assets due to the uncertainty surrounding their realization.

NOTE－9

SEGMENT INFORMATION

The Company’s business units have been aggregated into two reportable segments: Health Management Service and Chinese Medical Service. The Company, through subsidiaries and VIEs, operates these segments in the PRC. Other than cash and cash equivalents of approximately $1,527 maintained in Hong Kong as of September 30, 2008, all the identifiable assets of the Company are located in the PRC during the period presented.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 3). The Company had no inter-segment sales for the three and nine months ended September 30, 2008. The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies.

Summarized financial information concerning the Company’s reportable segments is shown in the following table for the three and nine months ended September 30, 2008 and 2007:


	Three months ended September 30, 2008
	Health management service		Chinese medical service		Corporate		Total

Revenue, net
- Product sale	$	-	$	15,218	$	-	$	15,218
- Service revenue		450,664		8,022		-		458,686
		450,664		23,240		-		473,904
Cost of revenue		176,518		9,005		-		185,523
Gross profit		274,146		14,235		-		288,381
Depreciation		82,531		-		38,843		121,374
Net income (loss)		52,510		(43)		(26,009)		26,458
Expenditure for long-lived assets	$	57,570	$	-	$	-	$	57,570


Three months ended September 30, 2007
Health management service	Chinese medical service	Corporate	Total


Revenue, net
- Product sale	$	-	$	15,372	$	-	$	15,372
- Service revenue		564,620		3,168		-		567,788
		564,620		18,540		-		583,160
Cost of revenue		182,494		10,401		-		192,895
Gross profit		382,126		8,139		-		390,265
Depreciation		62,940		-		38,688		101,628
Net income (loss)		258,534		(369)		(82,802)		175,363
Expenditure for long-lived assets	$	3,360	$	-	$	-	$	3,360


	Nine months ended September 30, 2008
	Health management service		Chinese medical service		Corporate		Total

Revenue, net
- Product sale	$	-	$	61,370	$	-	$	61,370
- Service revenue		1,275,025		20,481		-		1,295,506
		1,275,025		81,851		-		1,356,876
Cost of revenue		530,948		44,189		-		575,137
Gross profit		744,077		37,662		-		781,739
Depreciation		231,835		-		113,351		345,186
Net income (loss)		124,249		5,637		(92,643)		37,243
Expenditure for long-lived assets	$	182,509	$	-	$	2,406	$	184,915


	Nine months ended September 30, 2007
	Health management service		Chinese medical service		Corporate		Total

Revenue, net
- Product sale	$	-	$	37,206	$	-	$	37,206
- Service revenue		1,278,932		6,093		-		1,285,025
		1,278,932		43,299		-		1,322,231
Cost of revenue		487,443		26,700		-		514,143
Gross profit		791,489		16,599		-		808,088
Depreciation		183,163		-		60,818		243,981
Net income (loss)		306,075		(9,265)		(155,026)		141,784
Expenditure for long-lived assets	$	61,211	$	-	$	933,072	$	994,283

NOTE－10

CONCENTRATIONS OF RISK

The Company is exposed to the followings concentrations of risk:

(a)

Major customers and vendors

For the three and nine months ended September 30, 2008 and 2007, 100% of the Company’s assets were located in the PRC and 100% of the Company’s revenues were derived from customers located in the PRC and there are no customers and vendors who account for 10% or more of revenues and purchases.

(b)

Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of trade accounts receivable. The Company performs ongoing credit evaluations of its customers' financial condition, but does not require collateral to support such receivables.

(c)

Exchange rate risk

The reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in RMB and a significant portion of the assets and liabilities are denominated in RMB. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and RMB. If RMB depreciates against US$, the value of RMB revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.

NOTE－11

COMMITMENT AND CONTINGENCIES

(a)

Operating leases

The Company leases healthcare centers in Dalian City, the PRC under non-cancelable operating leases. Costs incurred for the healthcare center and office premise in Dalian City, the PRC under operating leases are recorded as rent expense of $35,099 and $34,109 for the nine months ended September 30, 2008 and 2007.

As of September 30, 2008, future minimum rent payments due under a non-cancelable operating lease are as follows:


Period ending September 30:
2009	$	51,762
2010		51,762
2011		51,762
2012		51,762
Thereafter		383,480
Total:	$	590,528

(b)

Long-term purchase commitment

In December 2006, the Company entered into a contract with a medical equipment supplier whereby the Company was obliged to purchase a minimum of approximately $64,250 of biochemical reagent in a term of 4 years from 2008 through 2011.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, WHICH ARE NOT STATEMENTS OF HISTORICAL FACT, ARE WHAT ARE KNOWN AS “FORWARD-LOOKING STATEMENTS,” WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS “PLANS,” “INTENDS,” “HOPES,” “SEEKS,” “ANTICIPATES,” “EXPECTS,” AND THE LIKE, OFTEN IDENTIFY SUCH FORWARD-LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD-LOOKING STATEMENT. SUCH FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES, OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. WE CAUTION YOU NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. ALTHOUGH WE BASE THESE FORWARD-LOOKING STATEMENTS ON OUR EXPECTATIONS, ASSUMPTIONS, AND PROJECTIONS ABOUT FUTURE EVENTS, ACTUAL EVENTS AND RESULTS MAY DIFFER MATERIALLY, AND OUR EXPECTATIONS, ASSUMPTIONS, AND PROJECTIONS MAY PROVE TO BE INACCURATE. THE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE HEREOF, AND WE EXPRESSLY DISCLAIM ANY OBLIGATION TO PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS FILING.

Overview

China Vitup Health Care Holdings, Inc., a Nevada corporation (the “Company” or the “Registrant”), is a holding company which, through its wholly-owned subsidiaries and operating affiliates, is engaged in the business of providing healthcare services to customers in China. Presently, the Registrant has an affiliate relationship with a single medical clinic which is a 24,200 square foot facility located in Dalian, China, through which it offers integrated healthcare services designed specifically to fit the needs of the Chinese population. At the clinic in Dalian, the Registrant’s operating affiliate both monitors the health of its patients through regularly scheduled check-ups, and works to diagnose its patients’ different ailments and establish appropriate treatment procedures for such ailments. Since the facility in Dalian is primarily a preventative care facility patients who require medical treatment which is more than preventative in nature are referred to hospitals and other health facilities.

Our operating affiliate offers integrated health management services designed specifically for the PRC population through its preventative care medical facility located in the city of Dalian, China. The health services offered at our operating affiliate’s medical facility includes physical examinations, health management plans, and guidance for medical treatment. Our operating affiliate assists its patients in maintaining a healthy status by comprehensively monitoring, analyzing and evaluating the patients and by predicting various risk factors that affect the health and well being of its patients. In many instances our operating affiliate, as a primary checkup facility, will refer its patients to specialized hospitals and health facilities throughout the world which are equipped to treat our operating affiliate’s patient’s specific health problems and needs that our operating affiliate has identified through its comprehensive checkup and monitoring procedures.

PRC laws restrict foreign ownership of medical clinics and hospitals located in China. As a result, the Registrant does not directly carry on any business operations. To comply with PRC laws, the Registrant operates through a corporate structure consisting of subsidiaries, variable interest entities (“VIE”), and contractual arrangements. A VIE is a term used by the U.S. Financial Accounting Standards Board to describe a legal business structure whose financial support comes from another corporation which exerts control over the VIE. As noted above, all of the Registrant’s business operations are structured around subsidiaries, VIEs and contractual agreements. Through these contractual agreements the Registrant is able to exert effective control over its PRC operating affiliates and receive all of the economic benefits derived from the business operations of its PRC operating affiliates. In accordance with the specific contractual agreements, the consolidated financial statements of the Registrant include all assets and liabilities and all revenues and expenses of our operating affiliate, the Dalian Zhongshan Vitup Clinic, a medical clinic located in Dalian, China.

Within the next three years, it is our objective is to establish an additional eleven affiliated medical clinics throughout China through which we are able to provide high quality medical care to Chinese citizens. We will model our clinics after the clinic that we currently operate in Dalian. We anticipate establishing medical clinics in the following cities, in the following order: 1) Beijing; 2) Shenyang; 3) a second clinic in Beijing; 4) Xi’an; 5) Changchun; 6) Shanghai; 7) Shenzhen; 8) Guangzhou; 9) Chengdu; 10) Chongqing; and 11) Qingdao.

Results of Operations

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operation and financial condition for the three and nine months ended September 30, 2008. The following discussion should be read in conjunction with the Financial Statements and related Notes appearing elsewhere in this Form 10-Q.

Results of Operations for the Three Month Period Ended September 30, 2008 Compared to the Three Month Period Ended September 30, 2007

Revenues

During the three month period ended September 30, 2008, the Company had total operating revenue in the amount of $473,904. Of this $450,664 and $23,240 were generated from healthcare management service and Chinese medical service, respectively. During the three month period ended September 30, 2007, the Company had total operating revenue in the amount of $583,160. Of this $564,620 and $18,540 were generated from our healthcare management service and Chinese medical service, respectively.

The Company’s operating revenue for the three month period ended September 30, 2008 decreased by $109,256 or approximately 18.7% as compared to the three month period ended September 30, 2007. The decrease was primarily due to the fact that some of the sizable corporate customers of the Company elected to have their employees’ health examination in the fourth quarter of 2008, as compared to the previous year in which most of the same corporate customers elected to have their employees health examination completed during the third quarter of 2007.

The following chart illustrates the changes in our revenue generated by our health management service and Chinese medical service for the three month period ended September 30, 2008, as compared to the three month period ended September 30, 2007:


		Three Month Period ended September 30,


	2008	2007	% Change
Health management service revenue:
- Product sale	-	-
- Service revenue	$450,664	$564,620	(20.2%)

Total Health management service revenue:	$450,664	$564,620	(20.2%)


	Three Month Period ended September 30,
	2008	2007	% Change
Chinese medical service revenue:
- Product sale	$15,218	$15,372	(1%)
- Service revenue	$8,022	$3,168	153.2%

Total Chinese medical service revenue	$23,240	$18,540	25.4%

Costs of Revenue

The cost of revenue for the three month period ended September 30, 2008 was $185,523, as compared to $192,895 for the three month period ended September 30, 2007, a decrease of $7,372 or approximately 3.8% The decrease in cost of revenue was primarily attributable to the facts that the staff’s salary and the insurance expenses of the medical department increased by approximately $10,558, the cost of medical consumables increased by $1,335, whereas, the business tax decreased by $6,063, the laboratory test fees decreased by $10,354 and the cost of Chinese medication decreased by approximately $2,848.

Operating Expenses

Our operating expenses for the three month period ended September 30, 2008 were $250,593. Of this, $121,374 was allocated to depreciation, $119,132 was used in general and administrative expenses, and $10,087 was used for rental expenses. Our operating expenses for the three month period ended September 30, 2007 were $196,435. Of this, $101,628 was allocated to depreciation, $83,303 was used in general and administrative expenses, and $11,504 was used for rental expenses. The increase in the Company’s aggregate operating expenses from the three month period ended September 30, 2008, as compared to the three month period ended September 30, 2007 was $54,158, or approximately 27.5%.

The following chart illustrates the changes in our operating expenses for the three month period ended September 30, 2008, as compared to the three month period ended September 30, 2007:


	Three Month Period ended September 30,
	2008	2007	% Change
Operating expenses:
Depreciation	$121,374	$101,628	19.4%
General and administrative	$119,132	$83,303	43%
Rental expense – related party	$10,087	$11,504	(12.3%)

Total operating expenses	$250,593	$196,435	27.5%

Net Income

For the three month period ended September 30, 2008 the Company experienced net income of $26,458 as compared to net income of $175,363 for the three month period ended September 30, 2007, a decrease of

$148,905, or approximately 85%. The decreased net income that the Company experienced was attributable to the fact that the Company’s revenue decreased by $109,526, its cost of revenue decreased by $7,372 and the depreciation expenses increased by $19,746, whereas the general and administrative expenses increased by $35,829, among which the auditor’s fee increased by $6,657, repair fees increased by $7,125, property management fees increased by $2,196, business trip expenses increased by $4,639, and labor union fees increased by $1,514.

Results of Operations for the Nine Month Period Ended September 30, 2008 Compared to the Nine Month Period Ended September 30, 2007

Revenues

During the nine month period ended September 30, 2008, the Company had total operating revenue in the amount of $1,356,876. Of this $1,275,025 and $81,851 were generated from healthcare management service and Chinese medical service, respectively. During the nine month period ended September 30, 2007, the Company had total operating revenue in the amount of $1,322,231. Of this $1,278,932 and $43,299 were generated from healthcare management service and Chinese medical service, respectively.

The Company’s operating revenue for the nine month period ended September 30, 2008 increased $34,645, or approximately 2.6% as compared to the nine month period ended September 30, 2007. The increase was primarily due to the currency appreciation of RMB, however the overall revenue in RMB was decreased which contributed from the reduction in revenue from corporate customers.

The following chart illustrates the changes in our revenue generated by our health management service and Chinese medical service for the nine month period ended September 30, 2008, as compared to the nine month period ended September 30, 2007:


	Nine Month Period ended September 30,
	2008	2007	% Change
Health management service revenue:
- Product sale	-	-	-
- Service revenue	$1,275,025	$1,278,932	(0.31%)

Total Health management service revenue:	$1,275,025	$1,278,932	(0.31%)


	Nine Month Period ended September 30,
	2008	2007	% Change
Chinese medical service revenue:
- Product sale	$61,370	$37,206	64.9%
- Service revenue	$20,481	$6,093	236%

Total Chinese medical service revenue	$81,851	$43,299	89%

Costs of Revenue

The cost of revenue for the nine month period ended September 30, 2008 was $575,137 as compared to $514,143 for the nine month period ended September 30, 2007, an increase of $60,994 or approximately 11.9% The increase in cost of revenue was primarily attributable to the facts that the staff’s salary and the insurance expenses of the medical department increased by approximately $105,929, the medical consumables increased by $6,572, while the office consumables decreased by $20,569 and the laboratory

test fees decreased by $26,258

Operating Expenses

Our operating expenses for the nine month period ended September 30, 2008 were $711,752. Of this, $345,186 was allocated to depreciation, $331,467 was used in general and administrative expenses, and $35,099 was used for rental expenses. Our operating expenses for the nine month period ended September 30, 2007 were $625,850. Of this, $243,981 was allocated to depreciation, $298,779 was used in general and administrative expenses, $34,109 was used for rental expense, and $48,981 was used for stock based compensation. The increase in the Company’s aggregate operating expenses for the nine month period ended September 30, 2007, as compared to the nine month period ended September 30, 2008 was $85,902, or approximately 13.7%.

The following chart illustrates the changes in our operating expenses for the nine month period ended September 30, 2008, as compared to the nine month period ended September 30, 2007:


	Nine Month Period ended September 30,
	2008	2007	% Change
Operating expenses:
Depreciation	$345,186	$243,981	41.5%
General and administrative	$331,467	$298,779	10.9%
Rental expense – related party	$35,099	$34,109	2.9%
Stock based compensation	-	$48,981	(100%)

Total operating expenses	$711,752	$625,850	13.7%

Net Income

For the nine month period ended September 30, 2008 the Company experienced net income of $37,243 as compared to a net income of $141,784 for the nine month period ended September 30, 2007. The decrease in net income that the Company experienced was attributable to the fact that revenue increased by $34,645, cost of revenue increased by $60,994, operating expenses increased by $85,902, at the same time the income tax also decreased by $7,829. Therefore net income decreased by $104,541.

Liquidity and Capital Resources

As noted above, within the next three years, it is our objective to establish an additional eleven medical clinics throughout China through which we are able to provide high quality medical care to Chinese citizens. We will model our clinics after the clinic that we currently operate in Dalian. We anticipate establishing affiliate medical clinics in the following cities, in the following order: 1) Beijing; 2) Shenyang; 3) a second clinic in Beijing; 4) Xi’an; 5) Changchun; 6) Shanghai; 7) Shenzhen; 8) Guangzhou; 9) Chengdu; 10) Chongqing; and 11) Qingdao. We estimate that the amount of money which will be required to open our eleven new clinics will be approximately $35,750,000; specifically, we estimate that it will cost approximately $3,000,000 to $3,500,000 to open each new facility. The costs associated with the opening of each clinic will ultimately depend upon the location the clinic. We anticipate that the funding for the clinics with come from equity sales and private funding from Mr. ShuBin Wang, one of our directors, and Feng Gu our Chief Executive Officer. The cost of each clinic will depend on the location of each facility.

Currently, we have limited operating capital. We expect that our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and the revenues generated

from our business operations alone may not be sufficient to fund our operations or planned growth. We will likely require additional capital to continue to operate our business, and to further expand our business. We may be unable to obtain additional capital required. Our inability to raise additional funds when required may have a negative impact on our operations, business development and financial results.

We plan to pursue sources of additional capital through various financing transactions or arrangements, including equity financing, or in the form of loans from our majority shareholders, ShuBin Wang and Feng Gu. We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means.

Total Current Assets & Total Assets

As of September 30, 2008, our unaudited balance sheet reflects that we have: i) total current assets of $1,338,009, as compared to total current assets of $1,337,974 at December 31, 2007; and ii) total assets of $2,648,065 as of September 30, 2008 compared to total assets of $2,715,094 as of December 31, 2007, a decrease of $67,029, or approximately 2.5%. The decrease in the Company’s total assets from December 31, 2007 to September 30, 2008 was primarily attributable to changes in the Company’s cash and cash equivalents. As of September 30, 2008, our unaudited balance sheet reflects that we have cash and cash equivalents of $174,677 as compared to $651,598 at December 31, 2007, a decrease of 476,921, or approximately 73.2%. The decrease in the Company’s cash and cash equivalents from December 31, 2007 to September 30, 2008 was primarily attributable to the fact that $374,856 was paid back to directors during the period ended September 30, 2008.

Total Current Liabilities

As of September 30, 2008, our unaudited balance sheet reflects that we have total current liabilities of $510,833, compared to total current liabilities of $766,590 at December 31, 2007, a decrease of $255,757, or approximately 33.4%. The decrease in the Company’s total current liabilities from December 31, 2007 to September 30, 2008 was primarily attributable to changes in the amounts due directors. As of September 30, 2008, our unaudited balance sheet reflects that we have amounts due to directors of $26,402, as compared to $387,069 as of December 31, 2007. The decrease in our amounts due to directors was attributable to the fact that in 2008 the amounts due to directors was paid back to directors

Cash Flow

A summary of our cash flows for the nine month period ended September 30, 2008 and 2007 is as follows:

Nine Month Period Ended September 30, 2008 and 2007


		Nine Month Period Ended September 30,
		2008		2007

Net cash provided by (used in) operating activities	$	183,447	$	572,743
Net cash used in investing activities	$	(704,305)	$	(1,021,598)
Effect of exchange rate change on cash and cash equivalents	$	43,937	$	62,429
Net Change in Cash and Cash equivalents	$	(476,921)	$	(386,426)


Cash and Cash Equivalents, Beginning of Period	$	651,598	$	531,468

Cash and Cash Equivalents End of Period	$	174,677	$	145,042

Net cash provided by our operating activities was 183,447 for the nine month period ended September 30, 2008, as compared to net cash provided by our operating activities of $572,743 for the nine month period ended September 30, 2007. For the nine month period ended September 30, 2008, our net cash used in investing activities was ($704,305) which arose from the advance payment to suppliers for purchasing plants and equipments.

Changes in Operating Assets and Liabilities

Below are the major changes in operating assets and liabilities under cash flows from operating activities for the nine month periods ended September 30, 2008 and 2007:

Nine Month Period Ended September 30, 2008 and 2007


	Nine Month Period ended September 30,
	2008	2007
Changes in operating assets and liabilities:
Accounts payable	$(68,752)	$202,833
Amounts due to directors	$(374,856)	$215,172

Accounts Payable Our changes in accounts payable decreased from $202,833 in September 30, 2007 to ($68,752) in September 30, 2008. The decrease in accounts payable was primarily attributable to the payment for parts of equipments and consumables in September of 2008.

Amounts Due to Directors Our changes in amounts due to directors decreased from $215,172 in September 30, 2007 to ($374,856) in September 30, 2008. The decrease in amounts due to directors was attributable to the fact that amounts due to directors was paid back to directors in 2008.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded,

processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified. Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.

Changes in Internal Control over Financial Reporting

There was no change in the Company's internal control over financial reporting during the period ended September 30, 2008, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II-OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

ITEM 1A.

RISK FACTORS.

Not Applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

(a)

The following exhibits are filed herewith:

31.1

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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 VITUP HEALTH CARE HOLDINGS, INC.

By: /S/ Feng Gu

Feng Gu, Chief Executive Officer

Date: November 18, 2008

By: /S/ Yan Zheng

Yan Zheng, Chief Financial Officer

Date: November 18, 2008