Clean Vision Corp - Quarter Report: 2010 September (Form 10-Q)

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, 2010

[] 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)

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 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).     Not Applicable.

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.

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, 2010 the Issuer had 15,000,000 shares of common stock issued and outstanding.

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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 annual report on Form 10-K for the fiscal year ended December 31, 2009, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2010.

CHINA VITUP HEALTH CARE HOLDINGS, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010

(Unaudited)

INDEX TO FINANCIAL STATEMENTS:	Page
Consolidated Balance Sheets as of  September 30, 2010 and December 31, 2009 (Unaudited)	3
Consolidated Statement of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2010 and 2009 (Unaudited)	4
Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2010 and 2009 (Unaudited)	5
Notes to Consolidated Financial Statements (Unaudited)	6-18

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3

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CHINA VITUP HEALTH CARE HOLDINGS, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2010 AND 2009
(UNAUDITED)
				Nine months ended September 30,
					2010	_		2009
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)			$	421,878		$	(22,837)
	Adjustments to reconcile net income (loss) to
	net cash provided by (used in) operating activities:
		Depreciation			335,365			297,812
		Loss on disposal of plant and equipment			-			7,349
			(Increase) in accounts receivable		(221,862)			(152,193)
			(Increase) in inventories		(44,487)			(2,239)
			(Increase) in other receivables and prepayment		1,296			(64,718)
			(Increase) in long term deposit		(15,404)			-
			Increase (decrease) in trade payables		37,885			(26,491)
			Increase (decrease) in income tax payable		5,435			(5,288)
			(Decrease) in deferred revenue		(771)			(4,270)
			(Decrease) in other payables and accrued liabilities		(151,612)			(144,322)
		NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			367,723			(117,197)
CASH FLOWS FROM INVESTING ACTIVITIES
		Purchase of property, plant and equipment			(114,975)			(356,649)
		Prepayment for property, plant and equipment			(105,886)			(488,590)
		NET CASH USED IN INVESTING ACTIVITIES			(220,861)			(845,239)
CASH FLOWS FROM FINANCING ACTIVITIES
			Advance from (repayment to) directors		(423,912)			798,689
Foreign currency translation adjustment					5,562			436
		NET DECREASE IN CASH AND CASH EQUIVALENTS			(271,488)			(163,311)
Cash & Cash Equivalent, Beginning of Year					504,676			395,156
Cash & Cash Equivalent, End of Year				$	233,188		$	231,845
Supplemental disclosures of cash flow information:
Cash paid for interest				$	-		$	-
Cash paid for income taxes				$	55,317		$	56,900
The accompanying notes are an integral part of these unaudited financial statements.

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CHINA VITUP HEALTH CARE HOLDINGS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2010 AND 2009

 (UNAUDITED)

1.

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 current name to China Vitup Health Care Holdings, Inc.

CVPH, through its subsidiaries and variable interest entities (“VIEs”), provides medical clinic service and heath club service, including outpatient care, diagnosis of health problems, physical checkup, and instruction or remedial work, in the People’s Republic of China (the “PRC”).

CVPH and its subsidiaries and VIEs are hereinafter collectively referred to as (the “Company”).

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

l

Basis of presentation

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. Currency expressed in the accompanying consolidated financial statements is United States Dollars (“US$”), except for number of shares.

The consolidated condensed interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations of the Securities and Exchange Commission, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these consolidated condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2009.  The Company follows the same accounting policies in preparation of interim reports.  Results of operations for the interim periods are not indicative of annual results.

l

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 periods reported. Actual results may differ from these estimates.

l

Principles of consolidation

The accompanying consolidated financial statements include the accounts of CVPH, its wholly-owned subsidiaries, China Vitup BVI, and Dalian Vitup Management and its variable interest entities, Dalian Vitup Healthcare and Dalian Vitup Clinic. All significant inter-company balances and transactions have been eliminated in consolidation.

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The Company has adopted the Accounting Standards Codification ("ASC") ASC Topic 810-10-25 “Variable Interest Entities” (“ASC 810-10-25”). ASC 810-10 requires a variable interest entity (VIE) to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns. VIEs are those entities in which the Company, through contractual arrangements, bears the risks of, and enjoys the rewards normally associated with ownership of the entities, and therefore the company is the primary beneficiary of these entities. Acquisitions of subsidiaries or variable interest entities are accounted for using the purchase method of accounting. The results of subsidiaries or variable interest entities acquired during the period are included in the consolidated income statements from the effective date of acquisition.

l

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.

l

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. At September 30, 2010 and December 31, 2009, the Company recorded accounts receivable at $508,722 and $277,181, respectively.

l

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.

l

Plant and equipment

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 estimated useful lives from the date on which they become fully operational and after taking into account their estimated salvage rates:

	Estimated Useful Lives		Salvage Rate
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.

l

Impairment of long-lived assets

In accordance with ASC Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets,” the Company reviews its long-lived assets, including 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

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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, 2010 and 2009, respectively.

l

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. In accordance with ASC Topic 605, “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. The Company, through its VIE’s, offer medical clinic services and health club services to its customers.

Revenue from medical clinic services is recognized when service is performed and billed to patients and the collectability is reasonably assured. Medical clinic services include outpatient service, diagnosis of health problems, prescription and instruction or remedial work.

Health club services are generally offered to various groups of customers, including individuals, corporations and government agencies. These customers are enlisted in the health club services, which include the initial physical checkup services and the subsequent club services, for a certain period of time after paying a non-refundable fee to the Company in advance under several membership packages. The Company immediately records these advanced payments as deferred revenue and recognizes such revenue during the contractual service period when services are performed and rendered.

Revenues from physical checkup services are recognized at fair value when the services are rendered, net of business tax. Revenue from the subsequent club services, from which members get healthcare information and telephone consulting service and attend healthcare conference, are recognized over the period when the membership is valid. It is valid usually at a maximum of one year, while some membership expires soon after the initial physical check depending on the prepaid amount.

The Company recognizes revenue in accordance with the provisions of ASC Topic 605-25, “Multiple-Element Arrangement”. As a multiple element arrangement, total advanced payment is allocated to each element based on vendor-specific objective evidence of fair value for each element or using the residual method, when applicable. Vendor specific fair value (“VSOE”) is established based on the sales price when the same element is sold separately. If VSOE of the undelivered elements exists but VSOE for one or more delivered elements does not exist, revenue is recognized using the residual method. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the advanced payment is recognized as revenue,

 

Under all circumstances, the Company records revenues net of any estimated contractual allowances for potential adjustments resulting from a failure to meet related performance or staffing criteria. If necessary, the Company revises its estimates for such adjustments in future periods when the actual amount of the adjustment is determined. For the nine months ended September 30, 2010 and 2009, the Company has determined no reserve for these potential adjustments.

Revenues from the sales of medicines are recognized upon prescription. The Company records revenue, net of business tax, which is levied at 5% on the invoiced value of services. The business tax charged for the nine months ended September 30, 2010 and 2009 was zero and $ 82,975, respectively.

l

Cost of revenues

Cost of revenue primarily includes purchase of raw materials, sub-contracting charges, depreciation on medical equipments and direct overhead.

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Deferred revenue

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

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Income tax

The Company adopts the ASC Topic 740, “Income Taxes”, regarding accounting for uncertainty in income taxes which prescribes the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. In addition, the guidance requires the determination of whether the benefits of tax positions will be more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, a company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, a company does not recognize any portion of the benefit in the financial statements. The guidance provides for de-recognition, classification, penalties and interest, accounting in interim periods and disclosure.

For the nine months ended September 30, 2010 and 2009, the Company did not have any interest and penalties associated with tax positions. As of September 30, 2010, the Company did not have any significant unrecognized uncertain tax positions.

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.

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Comprehensive income

ASC Topic 220, “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 consolidated statement of 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.

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Net income per share

The Company calculates net income per share in accordance with ASC Topic 260, “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, 2010 and 2009, respectively.

l

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

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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 ASC Topic, 830-30 “Translation of Financial Statement”, 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$1 has been made at the following exchange rates for the respective period:

		Nine month periods ended September 30,
		2010		2009
Spot rates, indirect quotation expressed in Chinese Yuan		6.6981		6.8376
Average rates, indirect quotation expressed in Chinese Yuan		6.8164		6.8425

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Related parties

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

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Segment reporting

ASC Topic 280, “Segments Reporting” 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.

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Fair value measurement

ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10") establishes a new framework for measuring fair value and expands related disclosures. Broadly, ASC 820-10 framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. ASC 820-10 establishes a three-level valuation hierarchy based upon observable and non-observable inputs. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

For financial assets and liabilities, fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date.

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Financial instruments

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Cash and cash equivalents, accounts receivable, prepayments, deposits and other receivables, accounts payable, deferred revenue, income tax payable, amounts due to directors, accrued liabilities and other payables and note payable are carried at cost which approximates fair value. Any changes in fair value of assets or liabilities carried at fair value are recognized in other comprehensive income for each period.

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Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does 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 January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. 2) Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of dis-aggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. These disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU, however, the Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In March 2010, the Financial Accounting Standards Board (“FASB”) issued guidance related to revenue recognition for multiple element deliverables which eliminates the requirement that all undelivered elements must have objective and reliable evidence of fair value before a company can recognize the portion of the consideration that is attributable to items that already have been delivered. Under the new guidance, the relative selling price method is required to be used in allocating consideration between deliverables and the residual value method will no longer be permitted. This guidance is effective prospectively for revenue arrangements entered into or materially modified in 2011 although early adoption is permitted. A company may elect, but will not be required, to adopt the amendments retrospectively for all prior periods. The Company is currently evaluating this guidance and has not yet determined the impact, if any, that it will have on the consolidated financial statements.

In July 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-20, “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” ASU No. 2010-20 amends the guidance with ASC Topic 310, “Receivables” to facilitate financial statement users’ evaluation of (1) the nature of credit risk inherent in the entity’s portfolio of financing receivables; (2) how that risk is analyzed and assessed in arriving at the allowance for credit losses; and (3) the changes and reasons for those changes in the allowance for credit losses. The amendments in ASU No. 2010-20 also require an entity to provide additional disclosures such as a rollforward schedule of the allowance for credit losses on a portfolio segment basis, credit quality indicators of financing receivables and the aging of past due financing receivables. The Company is required to adopt ASU No. 2010-20 as of December 15, 2010 and is currently evaluating the impact the new disclosure requirements will have on its financials statements and notes.

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3.

PREPAYMENTS

Prepayments to equipment vendors are expected to take the delivery of medical equipment within the next 12 months. The Company recorded prepayment for equipment amounting to $464,898 and $347,193 at September 30, 2010 and December 31, 2009, respectively.

4.

PLANT AND EQUIPMENT, NET

Plant and equipment consist of the followings:

	September 30, 2010			December 31, 2009
Leasehold improvements	$	740,699		$	740,699
Medical equipments		1,789,375			1,720,454
Motor vehicles		380,985			358,470
Furniture, fixtures and equipment		552,087			533,346
Foreign translation difference		336,854			255,096
		3,800,000			3,608,065
Less: accumulated depreciation		2,089,362			1,772,089
Less: foreign translation difference		188,850			125,428
Net book value	$	1,521,788		$	1,710,548

Depreciation expense for the quarterly ended September 30, 2010 and 2009 was $335,365 and $297,812.All the plant and equipment were attributed from the VIEs and Dalian Vitup Management and measured at historical basis.

5.

ACCRUED LIABILITIES AND OTHER PAYABLES

Accrued liabilities and other payables consist of the followings:

		September 30, 2010					December 31, 2009
Accrued expenses		$	26,013			$		64,562
Salaries payable			-					95,068
Other tax payables			8,121					24,999
		$	34,134			$		184,629

6.

INCOME TAXES

The Company utilizes ASC 740 (SFAS No. 109), "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Beginning January 1, 2008, in the People's Republic of China (PRC) the new Enterprise Income Tax (“EIT”) law replaced the then existing laws for Domestic Enterprises (“DES”) and Foreign Invested Enterprises

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(“FIEs”). The new standard EIT rate of 25% replaced the 33% rate then applicable to both DES and FIEs. The two year tax exemption and three year 50% tax reduction tax holiday for production-oriented FIEs was eliminated.

Consolidated pre-tax income (loss) consists of the following:

	Nine month periods ended September 30,
	2010			2009
US operations	$	(25,077)		$	-
Foreign operations		493,989			217,090
	$	468,912		$	217,090

The Components of the provision for income taxes are as follows:

	Nine month periods ended September 30,
	2010			2009
Current:
Federal	$	-		$	-
Foreign		47,034			51,612
Deferred:
Federal		-			-
Foreign		-			-
Provision for income taxes	$	47,034		$	51,612

The following table reconciles the U.S. statutory rates to the Company’s effective tax rate as of September 30, 2010 and 2009:

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Although the Company did not have any operating income in the U.S. for the nine month periods ended September 30, 2010 and 2009, respectively, it incurred various general & administrative expenses in the U.S. Accordingly, the Company’s U.S. operations have deferred taxes in the form of net operating losses (“NOLs”). However due to the uncertainty that some or all of the deferred tax assets will not be realized in the coming years, the Company recorded a full valuation allowance against its nominal deferred tax assets and thus had no deferred tax on a net basis for the nine month periods ended September 30, 2010 and 2009, respectively.

	September 30 2010		_	September 30, 2009
Total Deferred Tax Assets	$	220,878		$	177,957
Less : Valuation Allowance		220,878			177,957
Net Deferred Tax Asset	$	-		$	-

7.

NET INCOME PER SHARE

Basic net income per share is computed using the weighted average number of the ordinary shares outstanding during the year. Diluted net income per share is computed using the weighted average number of ordinary shares and ordinary share equivalents outstanding during the year. The following table sets forth the computation of basic and diluted net income per share for the nine months ended September 30, 2010 and 2009.

		Nine months ended September 30,
		2010			2009
Basic and diluted net income per share calculation
Numerator:
Net income in computing basic net income per share		$	421,878		$	(22,837)
Denominator:
Weighted average ordinary shares outstanding			15,000,000			15,000,000
Basic and diluted net income per share		$	0.0281		$	(0.0015)

8.

RELATED PARTY TRANSACTION

(a)

Related party transaction

For the nine months ended September 30, 2010 and 2009, the Company paid rent charge of $41,004 and $38,780, to Mr. Shubin Wang, a major shareholder and director of the Company at the current market value in a normal course of business, for the following properties:

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(i)

the healthcare facility center with a term of 15 years commencing from 2004 through 2019.

(ii)

the office premise with a term of 20 years commencing from 2006 through 2026.

(b)

Amounts due (to) from directors

As of December 31, 2009, the balance of $187,103 represented temporary advances from Mr. Shubin Wang and Ms. Feng Gu, the directors of the Company, which is unsecured and interest-free with no fixed terms of repayment. The balance was zero as of September 30, 2010.

(c)

Note payable, related party

On September 1, 2006, Dalian Vitup Management, Mr. Shubin Wang and Ms. Feng Gu entered into a Loan Agreement (the “Agreement”). Under the Agreement, Dalian Vitup Management lent an aggregate amount of $970,756 (equivalent to RMB 8,000,000) to Mr. Shubin Wang and Ms. Feng Gu for the incorporation and business setup of Dalian Vitup Healthcare. The note was non-interest bearing and secured by Mr. Shubin Wang and Ms. Feng Gu’s equity shares in Dalian Vitup Healthcare. Both Mr. Shubin Wang and Ms. Feng Gu have undertaken not to demand repayment in next twelve months. Unless the following situations would occur, the note would become payable at Mr. Shubin Wang and Ms. Feng Gu’s will:

(i)

Mr. Shubin Wang or Ms. Feng Gu are fired or dismissed from Dalian Vitup Management or any of Dalian Vitup Management’s affiliates;

(ii)

Either Mr. Shubin Wang or Ms. Feng Gu become deceased or incapacitated;

(iii)

Either Mr. Shubin Wang or Ms. Feng Gu engage in or are involved in criminal conduct;

(iv)

Any third party files a claim against Mr. Shubin Wang or Ms. Feng Gu in excess of $13,215 (RMB 100,000); or

(v)

Dalian Vitup Management has an option to exercise its right to purchase the shares of Dalian Vitup Healthcare with a written notice pursuant to its rights under the contractual arrangements.

The fund source for Dalian Vitup Management to lend to Mr. Shubin Wang and Ms. Feng Gu was initially loaned by Mr. Shubin Wang, one of the former shareholders of China Vitup (BVI). As of September 30, 2010 and December 31, 2009, the Company had a note payable of $1,194,369 and $1,194,369, respectively to Mr. Shubin Wang, the major shareholder of the Company.

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 its subsidiaries and VIEs, operates these segments in the PRC. Other than cash and cash equivalents of approximately $1,041 maintained in Hong Kong as of September 30, 2010, all the identifiable assets of the Company are located in the PRC during the year presented.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2). The Company had no inter-segment sales for the quarterly ended September 30, 2010 and 2009. 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 six months ended September 30, 2010 and 2009:

15

	For the three month period ended September 30, 2009
	Health management service			Chinese medical service			Corporate			Total
Revenue, net
- Product sale	$	-		$	17,945		$	-		$	17,945
- Service revenue		528,367			17,548			-			545,915
Total revenue, net		528,367			35,493			-			563,860
Cost of revenue		(253,415)			(9,397)			-			(262,812)
Gross profit		274,952			26,096			-			301,048
Depreciation		18,293			82			7,752			26,127
Net income (loss)		80,279			(751)			(18,574)			60,954
Expenditure for long-lived assets	$	325,230		$	-		$	-		$	325,230

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	For the nine month period ended September 30, 2009
	Health management service			Chinese medical service			Corporate			Total
Revenue, net
- Product sale	$	-			46,593			-			46,593
- Service revenue		1,225,772			45,220			-			1,270,992
Total revenue, net		1,225,772			91,813			-			1,317,585
Cost of revenue		(681,590)			(23,338)			-			(704,928)
Gross profit		544,182			68,475			-			612,657
Depreciation		95,842			219			15,200			111,261
Net income (loss)		159,998			(4,444)			(178,391)			(22,837)
Expenditure for long-lived assets	$	354,918			1,731			-			356,649

All of the Company’s revenues were derived from customers located in the PRC.

10.

CHINA CONTRIBUTION PLAN

Under the PRC Law, full-time employees of the Company’s PRC subsidiaries and VIEs are entitled to staff welfare benefits including medical care, welfare subsidies, unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan. The Company’s PRC subsidiaries and VIE are required to accrue for these benefits based on certain percentages of the employees’ salaries. The total contributions made for such employee benefits were $72,101 and $53,236 for the nine month periods ended September 30, 2010 and 2009, respectively.

11.

STATUTORY RESERVES

Under the PRC Law, the Company’s subsidiary and VIE in the PRC are required to make appropriation to the statutory reserve based on after-tax net earnings and determined in accordance with generally accepted accounting principles of the People’s Republic of China (the “PRC GAAP”). Appropriation to the statutory reserve should be at least 10% of the after-tax net income until the reserve is equal to 50% of the registered capital. The statutory reserve is established for the purpose of providing employee facilities and other collective benefits to the employees and is non-distributable other than in liquidation.

12.

CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a)

Major customers and vendors

For the quarterly ended September 30, 2010 and 2009, there are no customers and vendors who individually accounts for 10% or more of revenues and purchases, respectively. 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.

(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.

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(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.

(d)

Economic and political risks

Substantially all of the Company’s services and products are rendered and delivered in the PRC. The Company’s operations are subject to various political, economic, and other risks and uncertainties inherent in the PRC and not typically associated with companies in North America and Western Europe. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations in the PRC.

13.

COMMITMENTS AND CONTINGENCIES

(a)

Operating lease commitments

The Company leases healthcare centers in Dalian City, the PRC under non-cancelable operating leases from a related party. Costs incurred for the healthcare center and office premise in Dalian City, the PRC under operating leases are recorded as rent expense of $38,097 and $38,780 for the nine month periods ended September 30, 2010 and 2009, respectively.

As of September 30, 2010, future minimum rent payments due under several non-cancelable operating leases in the next five years are as follows:

Year ending September 30:
2011	$	51,955
2012		51,955
2013		51,955
2014		51,955
2015		51,955
Thereafter		155,865
Total:	$	415,640

(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. For the nine month periods ended September 30, 2010 and 2009, the Company incurred $8,239 and $7,696, respectively.

14.

COMPARATIVE FIGURES

Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation.

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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

19

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, our objective is to establish or acquire an additional three affiliated medical clinics in 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 or acquiring medical clinics in the following cities, in the following order: 1) Beijing; and 2) Shenyang; and 3) Dalian Development Zone.

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, 2010.  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, 2010 Compared to the Three Month Period Ended September 30, 2009.

Revenue

During the three month period ended September 30, 2010, the Company had revenue of $927,985, as compared to revenue of $563,860 during the three month period ended September 30, 2009, an increase of $364,125, or approximately 65%.

Of the $927,985 in revenue generated during the three month period ended September 30, 2010, the revenue generated from health management service during the three month period ended September 30, 2010 was $711,092 as compared to $528,367as of the same period of 2009, an increase of 35%. This increase was primarily attributable to the fact that we enhanced our promotional efforts for business relating to the provision of individual and member medical services which resulted in a significant increase of individual and member clients.

Of the $927,985 in revenue generated during the three month period ended September 30, 2010, the revenue generated from the Chinese medical services was $216,893, an increase of 511% as compared to the same period of 2009. This increase was primarily attributable to the facts that: (i) we employed persons with strong medical expertise, established a professional medical team, and expanded outpatient medical care, developed services oriented towards chronic disease treatment and management of diseases like hypertension, diabetes, and arteriosclerosis; and (ii) we experienced an increase of foreign customers, particularly foreigners living in Dalian.

The following charts illustrate the changes in our revenue generated by our health management service and Chinese medical service for the three month period ended September 30, 2010, as compared to the three month period ended September 30, 2009:

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The Company has three major types of customers: i) Individuals and Members, ii) Enterprises including Governmental Agencies, and iii) General Treatment. Each customer type’s proportion of the total revenue generated by the Company for the three months ended September 30, 2010 was 29%, 48% and 23%, respectively.

The following chart illustrates the changes which occurred regarding the percent and amount of the Company’s revenue attributable to each customer type for the three month periods ended September 30, 2010 and 2009:

As illustrated above, the Company’s operating revenue from Individuals & Members, Enterprises and General Treatment for the three month period ended September 30, 2010 increased by $170,973, $11,388 and $181,764, or approximately 173%, 3% and 517%, respectively as compared to the three month period ended September 30, 2009.

Cost of Revenues

During the three month period ended September 30, 2010, our cost of revenues was $405,139 as compared to costs of revenues of $262,812 for the three month period ended September 30, 2009, an increase/decrease of approximately 54%. The increase in cost of revenues for the three month period ended September 30, 2010 was primarily attributable to the growth of revenue that we experienced during the three month period ended September 30, 2010.

Operating Expenses

Our operating expenses for three month period ended September 30, 2010 were $268,039, as compared to $225,992 for the three month period ended September 30, 2009, an increase of approximately 19%.  This increase is primarily attributable to an increase in depreciation expenses. We divide our operating expenses into

21

depreciation expenses, rental expenses, and general and administrative expenses all of which are discussed below.

Depreciation Expenses.  Depreciation expenses totaled $89,908 for the three month period ended September 30, 2010 as compared to $26,127 for the three-month period ended September 30, 2009, an increase of approximately 244%. This increase was primarily attributable to the facts that: (i) the fixed assets of the Company which increased from July 1, 2010 to September 30, 2010 are all made for depreciation , and as such resulted in an increase in depreciation expenses during the third quarter of 2010; and (ii) depreciation expense

was disclosed under the cost of revenue and depreciation expense respectively during the third quarter of 2009, but during the third quarter of  2010 depreciation expense was totally disclosed under the cost of revenue which also led to the increase of depreciation expense.

Rental Expenses. Rental expenses totaled $22,973 for the three month period ended September 30, 2010 as compared to $12,930 for the three month period ended September 30, 2009, an increase of approximately 78%,

This increase was primarily attributable to the facts that: (i) the Company paid $8,900 for the new Renmin Road clinic, which accounts for 80% of the increase; and (ii) rental expense for Zhongshan clinic increased by $5,600 since January 1,2010 which also led to the increase of rental expense.

General and Administrative Expenses.  General and administrative expenses totaled $155,158 for the three month period ended September 30, 2010 as compared to $186,935 for the three month period ended September 30, 2009, a decrease of approximately 17%. The primary reason for this reduction is attributable to the fact that: (i) the Company successfully strengthened its control over its business expenses, resulting in a reduction in general and administrative expenses; and (ii) the Company reclassified the expense directly associated with the cost  from general and administrative expense to cost of revenue.

The following chart illustrates the changes in our operating expenses for the three month period ended September 30, 2010, as compared to the three month period ended September 30, 2009:

Net Profit

We experienced a net profit of $236,273 for the three month period ended September 30, 2010 as compared to a net profit of $60,954 during the three month period ended September 30, 2009, an increase of approximately 288%.  The increase is primarily attributable to revenue increase and the effect of the Company’s efforts to minimize its business expenses.

Results of Operations for the Nine Month Period Ended September 30, 2010 Compared to the Nine Month Period Ended September 30, 2009.

Revenues

During the nine month period ended September 30, 2010, we had revenues of $2,286,461, as compared to revenues of $1,317,585 during the nine month period ended September 30, 2009, an increase of $968,876, or approximately 74%.

Of the $2,286,461 in revenue generated during the nine month period ended September 30, 2010, the revenues

22

generated from health management service during the nine month period ended September 30, 2010 was $1,881,037 as compared to $1,225,772 as of the same period of 2009, an increase of 53%. This increase was primarily attributable to the fact that we enhanced our promotional efforts for business relating to the provision enterprise and individual medical services which resulted in a significant increase of enterprise and individual clients.

Of the $2,286,461 in revenue generated during the nine month period ended September 30, 2010, the revenues from Chinese medical services by outpatient healthcare segment was $405,425, an increase of 342% as compared to the same period of 2009. This increase/decrease was primarily attributable to: (i) we employed persons with strong medical expertise, established a professional medical team, and expanded outpatient medical care, developed the chronic disease treatment and management (disease like hypertension, diabetes, arteriosclerosis, etc.); and (ii) we experienced an increase of foreign customers, particularly foreigners living in Dalian.

The following charts illustrate the changes in our revenue generated by our health management service and Chinese medical service for the nine month period ended September 30, 2010, as compared to the nine month period ended September 30, 2009:

The Company has three major types of customers: i) Individuals and Members, ii) Enterprises including Governmental Agencies, and iii) General Treatment. Each customer type’s proportion of the total revenue generated by the Company for the nine months ended September 30, 2010 was 26%, 56% and 18%, respectively.

The following chart illustrates the changes which occurred regarding the percent and amount of the Company’s revenue attributable to each customer type for the nine month periods ended September 30, 2010 and 2009:

As illustrated above, the Company’s operating revenue from Individuals & Members, Enterprises and General

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Treatment for the nine month period ended September 30, 2010 increased by $288,488, $366,692 and $313,696, or approximately 95%, 40% and 342%, respectively, as compared to the nine month period ended September 30, 2009.

Cost of Revenues

During the nine month period ended September 30, 2010, our cost of revenues was $1,085,120 as compared to costs of revenues of $704,928 for the nine month period ended September 30, 2009, an increase of approximately 54%. The increase in costs of revenues for the nine month period was primarily attributable to the growth of revenue that we experienced during the nine month period ended September 30, 2010.

Operating Expenses

Our operating expenses for the nine month period ended September 30, 2010 were $704,362, as compared to $584,338 for the nine month period ended September 30, 2009, an increase of approximately 21%.  This increase is primarily attributable to an increase in depreciation expenses. Our operating expenses are divided into depreciation expenses, rental expenses, and general and administrative expenses all of which are discussed below.

Depreciation Expenses.  Depreciation expenses totaled $278,945 for the nine month period ended September 30, 2010 as compared to $111,261 for the nine month period ended September 30, 2009, an increase of approximately 151%.  This increase was primarily attributable to the facts that: (i) the fixed assets of the Company which increased from January 1, 2010 to September 30, 2010 are all made for depreciation , and as such resulted in an increase in depreciation expenses during the first three quarters of 2010; and (ii) depreciation expense was disclosed under the cost of revenue and depreciation expense respectively during the first three quarters of 2009, but during the first three quarters of  2010 depreciation expense was totally disclosed under the cost of revenue.

Rental Expenses. Rental expenses totaled $49,904 for the nine month period ended September 30, 2010 as compared to $38,780 for the nine month period ended September 30, 2009, an increase of approximately 29%,

This increase was primarily attributable to the facts that: (i) the Company paid $8,900 for the new Renmin Road clinic, which accounts for 80% of the increase; and (ii) rental expense for Zhongshan clinic increased by $5,600 since January 1,2010 which also led to the increase of rental expense.

General and Administrative Expenses.  General and administrative expenses totaled $375,513 for the nine month period ended September 30, 2010 as compared to $434,297 for the nine month period ended September 30, 2009, a decrease of approximately 14%. The primary reason for this reduction is attributable to the fact that: (i) the Company successfully strengthened its control over its business expenses, resulting in a reduction in general and administrative expenses; and (ii) the Company reclassified the expense directly associated with the cost  from general and administrative expense to cost of revenue.

The following chart illustrates the changes in our operating expenses for the nine month period ended September 30, 2010, as compared to the nine month period ended September 30, 2009:

24

Income Tax Expenses

For the nine month period ended September 30, 2010 the Company experienced a income tax expenses of $47,034 as compared to income tax expenses of $51,612 for the nine month period ended September 30, 2009, a decrease of $4,578, or approximately 9%.  The chart below identifies the changes in income tax expenses:

Net Profit

We experienced a net profit of $421,878 for the nine month period ended September 30, 2010 as compared to a net loss of $22,837 during the nine month period ended September 30, 2009, an increase of approximately 1947%.  The increase is primarily attributable to the increase in revenue experienced by the Company during the nine month period ended September 30, 2010, and the effect of the Company’s efforts to minimize its business expenses.

Analysis of Financial Condition

Liquidity and Capital Resources

We anticipate that the existing cash and cash equivalents on hand, together with the net cash flows generated from our business activities, will be sufficient to meet the working capital requirements for our on-going projects and to sustain the business operations for the next twelve months.  Furthermore, as noted above, within the next three years, it is our objective to establish or acquire an additional three affiliated medical clinics in 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; and 3) Dalian Development Zone.  We estimate that it will cost approximately $5,000,000 for each new facility.  The costs associated with the opening or acquisition of each clinic will ultimately depend upon the location the clinic.  We anticipate that the funding

25

for the clinics will come from equity sales and private funding from Mr. ShuBin Wang, one of our directors, and Feng Gu our Chief Executive Officer.

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 both 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.  

Current Assets & Total Assets

As of September 30, 2010, our unaudited balance sheet reflects that we have total current assets of $1,100,745 as compared to total current assets of $857,252 at December 31, 2009, an increase of $243,493 or approximately 28%. As of September 30, 2010, our unaudited balance sheet reflects that we have total assets of $3,103,107, as compared to total assets of $2,914,993 at December 31, 2009, an increase of $188,114 or approximately 6%.  The increase in total current assets was primarily attributable to the fact that the Company experienced the changes in cash and cash equivalents, accounts receivable, and inventories.

Cash and Cash Equivalents.  As of September 30, 2010, our cash and cash equivalents were $233,188 as compared to $504,676 at December 31, 2009, a decrease of $271,488, or approximately 54%.  This decrease was primarily attributable to use of cash and cash equivalents for repayment of borrowings, expense payment and other cash expenditures.

Accounts Receivable.  As of September 30, 2010, our accounts receivable were $508,722 as compared to accounts receivable of $277,181 at December 31, 2009, an increase of $231,541, or approximately 84%.

Inventories.  As of September 30, 2010, we had inventories of $49,695 as compared to inventories of $4,332 as of September 30, 2009, an increase of $45,363, or approximately 1047%. The increase in inventories from 2010 to 2009 was attributable to the facts that due to the expansion of treatment programs offered by the Company and the increased patient visits experienced by the Company, we enhanced our inventories to ensure that the Company maintained sufficient western medicine, herbal medicine, and materials for laboratory use to match with the current business operations of the Company.

Total Current Liabilities and Total Liabilities

As of September 30, 2010, our unaudited balance sheet reflects that we have: i) total current liabilities of $351,988 as compared to total current liabilities of $640,701 at December 31, 2009, a decrease of approximately 45%; and ii) total liabilities of  $1,495,660 as compared to total liabilities of $1,784,373 at December 31, 2009. This decrease was primarily attributable to repayment of current liabilities, a decrease in accounts payables, and other payables and accounts payable to directors.

26

Cash Flow

			Nine month Period Ended  September 30,
			2010			2009
Net cash provided by operating activities		$	367,723		$	(117,197)
Net cash used in investing activities		$	(220,861)		$	(845,239)
Net cash provided by (used in) financing activities		$	(423,921)		$	798,689
Cash Balance, Beginning of Period		$	504,676		$	395,156
Cash and cash equivalents, End of Period		$	233,188		$	231,845

Net Cash Provided by Operating Activities  Net cash provided by operating activities for the nine month period ended September 30, 2010 was $367,723, as compared to net cash provided by operating activities for the nine month period ended September 30, 2009 of $(117,197). This increase is primarily attributable to an increase experienced by the Company in net income.

Net Cash Used in Investing Activities Net cash used in our investing activities was $(220,861) for the nine month period ended September 30, 2010, as compared to net cash used in investing activities of $(845,239) for the nine month period ended September 30, 2009, a change of $624,378. The primary reason for the change in net cash used in investing activities for the nine month period ended September 30, 2010, as compared to the same period in 2009 was due to the fact that the Company bought less plant and equipment in 2010 as compared to 2009.

Net Cash Provided by Our Financing Activities Net cash provided by our financing activities was $(423,912) for the nine month period ended September 30, 2010, as compared to net cash provided by our financing activities of $798,689  for the nine month period ended September 30, 2009. The primary reason for the change in net cash provided by financing activities for the nine month period ended September 30, 2010 as compared to the same period in 2009 was primarily attributable to the repayment of loans from directors.

Off-Balance Sheet Arrangement

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 the 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

27

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, 2010, 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.

(REMOVED AND RESERVED).

ITEM 5.    

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

(a)

The following exhibits are filed herewith:

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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, Director

Date:  November 15, 2010

By:  /S/ Chunxiang Li

Chunxiang Li, Chief Financial Officer,

Date:  November 15, 2010

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