Clean Vision Corp - Quarter Report: 2010 March (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 March 31, 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)

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 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.

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 May 1, 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 MONTHS ENDED MARCH 31, 2010

(Unaudited)

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

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CHINA VITUP HEALTH CARE HOLDINGS, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
	As Of
	March 31, 2010			December 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	582,131		$	04,676
Accounts receivable, trade		169,775			77,181
Inventories		7,624			4,332
Other receivables		62,250			71,063
Prepayments		344,229			47,193
Total current assets		1,166,009			1,204,445
Non current assets:
Plant and equipment, net		1,646,839			1,710,548
TOTAL ASSETS	$	2,812,848		$	2,914,993
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Account payables	$	223,590		$	229,136
Deferred revenue		28,805			13,961
Amounts due to related parties		240,555			187,103
Income tax payable		11,082			25,872
Other payables and accrued liabilities		91,274			184,629
Total current liabilities		595,306			640,701
Long-term liabilities:
Note payable, related parties		1,143,672			1,143,672
TOTAL LIABILITIES		1,738,978			1,784,373
COMMITMENT & CONTINGENCY
Stockholders’ equity:
Preferred stock, par value $0.001 per share, 10,000,000 share authorized, no shares issued		-			-
Common stock, par value $0.0001, 500,000,000 shares authorized, 15,000,000 issued and outstanding		1,500			1,500
Additional paid-in capital		167,481			167,481
Accumulated other comprehensive income		132,859			132,495
Statutory reserves		239,261			239,261
Equity of VIE		(97,012)			(97,012)
Retained earnings		629,781			686,895
Total stockholders’ equity		1,073,870			1,130,620
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,812,848		$	2,914,993
The accompanying notes are an integral part of these unaudited financial statements.

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CHINA VITUP HEALTH CARE HOLDINGS, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2010 AND 2009
(UNAUDITED)
		Three months ended March 31,
		2010			2009
OPERATING REVENUES		$	497,751		$	229,485
COST OF REVENUES			(425,322)			(223,000)
GROSS PROFIT			72,429			6,485
OPERATING EXPENSES:
Depreciation			(27,457)			(55,309)
Rental expense - related parties			(10,164)			(12,665)
General and administrative			(82,608)			(125,418)
TOTAL OPERATING EXPENSES			(120,229)			(193,392)
LOSS FROM OPERATIONS			(47,800)			(186,907)
OTHER INCOME (EXPENSES):
Interest income			1,768			166
Loss on disposal			-			(7,345)
TOTAL OTHER INCOME (EXPENSES)			1,768			(7,179)
NET LOSS BEFORE INCOME TAX			(46,032)			(194,086)
Income tax expense			(11,082)			(5,278)
NET LOSS		$	(57,114)		$	(199,364)
Other comprehensive loss:
- Foreign currency translation adjustment			364			2,791
COMPREHENSIVE LOSS		$	(56,750)		$	(196,573)
Net loss per share - Basic and diluted		$	(0.004)		$	(0.013)
Weighted average shares outstanding - Basic and diluted			15,000,000			15,000,000
* Weighted average number of shares used to compute basic and diluted loss per share is the same as the effect of dilutive securities are anti dilutive.
The accompanying notes are an integral part of these unaudited financial statements.

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CHINA VITUP HEALTH CARE HOLDINGS, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2010 AND 2009
(UNAUDITED)
								Three months ended March 31,
								2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss								$               (57,114)			$         (199,364)
	Adjustments to reconcile net loss to net
	cash provided by (used in) operating activities:
		Depreciation							112,805			132,687
		Loss on disposal							-			7,345
				Decrease in accounts receivable					107,453			52,060
				(Increase) Decrease in inventories					(3,291)			106
				Decrease in other receivables and prepayment					11,845			34,067
				Increase (Decrease) in trade payables					(5,584)			(47,964)
				Increase (Decrease) income tax payable					(14,795)			(14,136)
				Increase (Decrease) deferred revenue					14,842			(10,880)
				Increase (Decrease) other payables and accrued liabilities					(93,386)			(112,021)
		NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES							72,775			(158,100)
CASH FLOWS FROM INVESTING ACTIVITIES
		Purchase of property, plant and equipment							(48,820)			(165,738)
CASH FLOWS FROM FINANCING ACTIVITIES
		Repayment from directors							53,423			35,057
Foreign currency translation adjustment									77			452
		NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS							77,455			(288,329)
Cash & Cash Equivalent, Beginning of Year									504,676			395,156
Cash & Cash Equivalent, End of Year									$                582,131			$            106,827
Supplemental disclosures of cash flow information:
Cash paid for interest									$                        -			$                    -
Cash paid for income taxes									$                  25,872			$                    -
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 MONTH PERIODS ENDED MARCH 31, 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”), is principally engaged in the provision of health management service and Chinese medical service 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

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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.

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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

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Healthcare and Dalian Vitup Clinic. All significant inter-company balances and transactions have been eliminated in consolidation.

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.

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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.

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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 March 31, 2010 and December 31, 2009, the Company recorded accounts receivable at $169,775 and $277,181, respectively.

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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.

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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 are retired or sold, the cost and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

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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 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 March 31, 2010 and December 31, 2009, respectively.

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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.

Healthcare consultation and medical consultation services are generally offered to the various groups of customers, including individual, corporations, government agencies and members. Members are enlisted in the healthcare and medical consultation service for a certain period of time by paying a non-refundable fee to the Company in advance under several membership packages. The Company immediately records these advanced payments received from the members as deferred revenue and recognizes such revenue during the contractual service period when services are performed and rendered to the members.

Revenues from healthcare consultation and medical consultation services are recognized in the period that services are rendered, net of business tax. 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. 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 three months periods ended March 31, 2010 and 2009 was $2,743 and $ 14,779, respectively.

For membership package sales that are considered multiple element transactions, the entire fee from the arrangement is bundled with an annual health check-up and free access to the Company’s health club for a prescribed time of period. The Company recognizes revenue in accordance with the provisions of ASC Topic 605-25, “Multiple-Element Arrangement”. As a multiple element arrangement, total fees are 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 charged when the same element is sold separately. Vendor specific fair value of the undelivered elements exists but VSOE of fair value does not exist for one or more delivered elements, 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 arrangement fee is recognized as revenue, assuming collection is probable. Revenue from an annual health check-up is recognized when services are rendered. Revenue allocated to free access to the Company’s health club is recognized ratably over the contractual term, typically one year.

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. For the three months periods ended March 31, 2010 and 2009, respectively, the Company has determined no reserve for these potential adjustments.

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Cost of revenues

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

l

Deferred revenue

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 three months periods ended March 31, 2010 and 2009, respectively, the Company did not have any interest and penalties associated with tax positions. As of March 31, 2010 and December 31, 2009, respectively, 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 March 31, 2010 and 2009, respectively.

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Foreign currencies translation

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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 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:

			Three month period ended March 31,
			2010		2009
Spot rates, indirect quotation			6.8361		6.8456
Average rates, indirect quotation			6.8360		6.8466

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Related parties

Parties, which can be corporations or individuals, are considered to be related if the Company has the ability, directly or indirectly, to control them or exercise significant influence over them in making financial and operating decisions. Companies are also considered to be related 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

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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

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 October 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging Issues Task Force)” which amends ASC 605-25, “Revenue Recognition: Multiple-Element Arrangements.” ASU No. 2009-13 addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting and how to allocate consideration to each unit of accounting in the arrangement. This ASU replaces all references to fair value as the measurement criteria with the term selling price and establishes a hierarchy for determining the selling price of a deliverable. ASU No. 2009-13 also eliminates the use of the residual value method for determining the allocation of arrangement consideration. Additionally, ASU No. 2009-13 requires expanded disclosures. This ASU will become effective for us for revenue arrangements entered into or materially modified on or after April 1, 2011. Earlier application is permitted with required transition disclosures based on the period of adoption. The Company is currently evaluating the application date and the impact of this standard on its financial statements.

In February 2010, FASB issued ASU No. 2010-9 –Amendments to Certain Recognition and Disclosure Requirements. This update addresses certain implementation issues related to an entity’s requirement to perform and disclose subsequent-events procedures, removes the requirement that public companies disclose the date of their financial statements in both issued and revised financial statements. According to the FASB, the revised statements include those that have been changed to correct an error or conform to a retrospective application of U.S. GAAP. The amendment is effective for interim and annual reporting periods in fiscal year ending after June 15, 2010. The Company does not expect the adoption of this ASU to have a material impact on the Company’s consolidated financial statements.

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 $344,229 and $347,193 at March 31, 2010 and December 31, 2009, respectively.

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4.

PLANT AND EQUIPMENT, NET

Plant and equipment consist of the followings:

		March 31, 2010						December 31, 2009
Leasehold improvements		$	740,699			$		740,699
Medical equipments			1,762,703					1,720,454
Motor vehicles			358,470					358,470
Furniture, fixtures and equipment			535,185					533,346
Foreign translation difference			260,408					255,096
			3,657,465					3,608,065
Less: accumulated depreciation			(1,866,763)					(1,772,089)
Less: foreign translation difference			(143,863)					(125,428)
Net book value		$	1,646,839			$		1,710,548

Depreciation expense for the three month periods ended March 31, 2010 and 2009 was $112,805 and $132,687, respectively, which included $85,348 and $77,378 in cost of revenue, respectively. All the plant and equipment were attributed from the VIEs and Dalian Vitup Management and measured at historical basis.

5.

OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities consist of the followings:

		March 31, 2010					December 31, 2009
Accrued expenses		$	79,077			$		64,562
Salaries payable			-					95,068
Other tax payables			12,197					24,999
		$	91,274			$		184,629

6.

INCOME TAXES

For the three month periods ended March 31, 2010 and 2009, respectively, the local (“the United States of America”) and foreign components of income before income taxes were comprised of the following:

		For the three month periods ended March 31,
		2010			2009
Tax jurisdictions:
- Local		$	-		$	-

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- Foreign			(46,032)			(194,086)
Income before income taxes		$	(46,032)		$	(194,086)

The provision for income taxes consisted of the following:

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 (“BVI”) and the PRC that are subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

CVPH is registered in the State of Nevada and is subject to United States tax law. No provision for income taxes have been made as CVPH has generated no taxable income for reporting years.

British Virgin Island

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

The PRC

Effect from January 1, 2008, All the Company’s PRC subsidiaries are subject to the Corporate Income Tax Law of the People’s Republic of China (the “New CIT Law”), at a unified income tax rate of 25%.

Under the New CIT Law, Dalian Vitup Management is qualified as a foreign investment enterprise and entitled to tax holidays from a full exemption of income tax for the first two profitable years with a 50% exemption of income tax for the next three years, subject to a transitional policy.

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

Dalian Vitup Management is exempted from the PRC Corporate Income Tax due to cumulative operating loss for the three month periods ended March 31, 2010 and 2009, respectively.

The reconciliation of income tax rate to the effective income tax rate for the three month periods ended March 31, 2010 and 2009, respectively, is as follows:

	For the three month periods ended March 31,

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	2010			2009
Net loss before income taxes	$	(46,032)		$	(194,086)
Add: operating income not included in tax base		62,933			48,392
Income (loss) subject to PRC income tax		16,901			(145,694)
Statutory income tax rate		25%			25%
Income tax expense at the statutory rate		4,225			(36,424)
Effect from tax holiday and special tax treatment		6,857			45,816
Non-taxable items		-			(4,115)
Income tax expense	$	11,082		$	5,278

The Company files tax returns in the various tax jurisdictions in which its subsidiaries operate in the PRC. The United States tax returns of its tax years 2006 to 2008 remain open to examination by IRS.

The following table sets forth the significant components of the aggregate net deferred tax assets of the Company as of March 31, 2010 and December 31, 2009:

		March 31, 2010					December 31, 2009
Deferred tax assets:
Net operating loss carryforwards		$	230,130			$		212,352
Less: valuation allowance			(230,130)					(212,352)
Deferred tax assets		$	-			$		-

As of March 31, 2010 and December 31, 2009, respectively, a valuation allowance of $230,130 and $212,352 was provided to the deferred tax assets due to the uncertainty surrounding their realization. For the three month period ended March 31, 2010, the valuation allowance increased by $17,778, primarily as a result of net operating loss carryforwards from the foreign tax regime.

7.      NET LOSS PER SHARE

Basic net loss per share is computed using the weighted average number of the common shares outstanding during the three month periods ended March 31, 2010 and 2009, respectively. Diluted net loss per share is computed using the weighted average number of common shares and common share equivalents outstanding during the three month periods ended March 31, 2010 and 2009, respectively. The following table sets forth the computation of basic and diluted net loss per share for the quarterly ended March 31, 2010 and 2009, respectively.

		For the three month periods ended March 31,
		2010			2009
Basic and diluted net loss per share calculation
Net loss in computing basic net loss per share		$	(57,114)		$	(199,364)

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Weighted average common shares outstanding			15,000,000			15,000,000
Basic and diluted net loss per share		$	(0.004)		$	(0.013)

8.

RELATED PARTY TRANSACTION

(a)

Related party transaction

For the three month periods ended March 31, 2010 and 2009, respectively, the Company paid rent charge of $10,164 and $12,665, 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:

(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 March 31, 2010, the balance of $240,555 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.

As of December 31, 2009, the 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.

(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 March 31, 2010 and December 31, 2009, the Company had a note payable of $1,143,672 and $1,143,672, respectively to Mr. Shubin Wang, the major shareholder of the Company.

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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. The Company deposited cash and cash equivalents amounting to approximately $1,363 in Hong Kong as of March 31, 2010 and December 31, 2009, respectively. All the other identifiable assets of the Company are located in the PRC as of March 31, 2010 and December 31, 2009, respectively.

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 three month periods ended March 31, 2010 and 2009, respectively. 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 month periods ended March 31, 2010 and 2009, respectively:

	For the three month period ended March 31, 2010
	Health management service			Chinese medical service			Corporate			Total
Revenue, net
- Product sale	$	-		$	16,160		$	-		$	16,160
- Service revenue		425,686			55,905			-			481,591
Total revenue, net		425,686			72,065			-			497,751
Cost of revenue		(284,699)			(40,368)			(100,255)			(425,322)
Gross profit (loss)		140,987			31,697			(100,255)			72,429
Depreciation		(26,547)			(622)			(288)			(27,457)
Net income (loss)		42,390			26,462			(125,966)			(57,114)
Expenditure for long-lived assets	$	17,807		$	31,012		$	-		$	48,819

	For the three month period ended March 31, 2009
	Health management service			Chinese medical service			Corporate			Total
Revenue, net
- Product sale	$	-		$	12,983		$	-		$	12,983
- Service revenue		208,442			8,060			-			216,502
Total revenue, net		208,442			21,043			-			229,485
Cost of revenue		(181,676)			(6,906)			(34,418)			(223,000)
Gross profit (loss)		26,766			14,137			(34,418)			6,485
Depreciation		51,539			55			3,715			55,309
Net income (loss)		(116,338)			(3,299)			(79,727)			(199,364)
Expenditure for long-lived assets	$	28,335		$	1,731		$	-		$	30,066

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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’s are required to accrue these benefits based on certain percentages of the employees’ salaries. The total contributions made for such employee benefits were $23,008 and $14,153 for the three month periods ended March 31, 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 three month periods ended March 31, 2010 and 2009, respectively, there are no customers and vendors who individually accounts for 10% or more of revenues and purchases, respectively. Nearly 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.

(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

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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 $10,164 and $12,665 for the three month periods ended March 31, 2010 and 2009, respectively.

As of March 31, 2010, future minimum rent payments due under several non-cancelable operating leases in the next five years are as follows:

Year ending December 31:
2011	$	50,907
2012		50,907
2013		50,907
2014		50,907
2015		50,907
Thereafter		160,586
Total:	$	415,121

(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 quarterly ended March 31, 2010 and 2009, the Company incurred $1,422 and $1,089, 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

19

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, 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 months ended March 31, 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 March 31, 2010 Compared to the Three Month Period Ended March 31, 2009.

Revenues  

During the three month period ended March 31, 2010, the Company had total operating revenue in the amount of $497,751.  Of this $425,686 was directly attributable to revenue generated from the Company’s healthcare management service, and $72,065 was attributable to revenue generated from the Company’s Chinese medical service.  

During the three month period ended March 31, 2009, the Company had total operating revenue in the amount of $229,485.  Of this $208,442 was directly attributable to revenue generated from the Company’s healthcare management service, and $21,043 was attributable to revenue generated from the Company’s Chinese medical service.  

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 March 31, 2010, as compared to the three month period ended March 31, 2009:

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The increase in total operating revenue from 2009 to 2010 was primarily due to the increase in the number of individual customers utilizing and paying for our healthcare management service.  The increase in individual customers was primarily attributable to promotional efforts by the Company’s marketing department.

 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 March 31, 2010 was 46%, 40% and 14%, 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 March 31, 2010 and 2009:

As illustrated above, the Company’s operating revenue from Individuals & Members, Enterprises and General Treatment for the three month period ended March 31, 2010 increased by $145,706, $72,775 and $49,785, or approximately 176%, 58% and 223%, respectively as compared to the three month period ended March 31, 2009.

Costs of Revenue

The cost of revenue for the three month period ended March 31, 2010 was $425,322, as compared to $223,000 for the three month period ended March 31, 2009, an increase of $202,322 or approximately 91%. The increase in cost of revenue was primarily attributable to the increase of consumable costs along with the increase experienced by the Company in the number of customers during the three month period ended March 31, 2010 as compared to the three month period ended March 31, 2009.

Operating Expenses  

Our operating expenses for the three month period ended March 31, 2010 were $120,229.  Of this, $27,457 was allocated to depreciation, $82,608 was used in general and administrative expenses, and $10,164 was used for rental expense.  

Our operating expenses for the three month period ended March 31, 2010 were $193,392.  Of this, $55,309 was allocated to depreciation, $125,418 was used in general and administrative expenses, and $12,665 was used for rental expense.

The decrease in the Company’s operating expenses during the three month period ended March 31, 2010, as compared to the same period in March 2009 was primarily attributable to the fact that the Company’s general and administrative expenses decreased by $42,810. The decrease in the Company’s general and administrative expenses during the three month period ended March 31, 2010, as compared to the same period

21

in March 2009 was primarily attributable to the fact that the Company reduced expenses associated with administrative activities.

 The following chart illustrates the changes in our operating expenses for the three month period ended March 31, 2010, as compared to the three month period ended March 31, 2009:

Net Loss

For the three month period ended March 31, 2010 the Company experienced a net loss of $57,114 as compared to a net loss of $199,364 for the three month period ended March 31, 2009, a decrease of $142,250, or approximately 71%.  The decrease in net loss that the Company experienced was attributable to the fact that the revenues of the first quarter 2010 increased $268,266, as compared to the same period in 2009.

Liquidity and Capital Resources

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 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 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 March 31, 2010, our unaudited balance sheet reflects that we have: i) total current assets of $1,166,009, as compared to total current assets of $1,204,445 as of December 31, 2009; and ii) total assets of $2,812,848 as of March 31, 2010, compared to total assets of $2,914,993 as of December 31, 2009, a decrease of $102,145, or approximately 3.5%.  

Total Current Liabilities & Total Liabilities

22

As of March 31, 2010, our unaudited balance sheet reflects that we have: i) total current liabilities of $595,306, compared to total current liabilities of $640,701 as of December 31, 2009; and ii) total liabilities of $1,738,978, compared to total liabilities of $1,784,373 as of December 31, 2009, a decrease of $45,395, or approximately 2.5%.  

Cash Flow

A summary of our cash flows for the three month period ended March 31, 2010 and 2009 is as follows:

			Three Month Period Ended  March 31,
			2010			2009
Net cash provided by (used in) operating activities		$	72,775		$	(158,100)
Net cash used in investing activities		$	(48,820)		$	(165,738)
Net cash provided by financing activities		$	53,423		$	35,057
Cash Balance , Beginning of Period		$	504,676		$	395,156
Cash and cash equivalents, End of Period		$	582,131		$	106,827

Net Cash Used in Operating Activities. Net cash provided by our operating activities was $72,775 for the three month period ended March 31, 2010, as compared to net cash used by our operating activities of $(158,100) for the three month period ended March 31, 2009.  The primary reason for the change in net cash used in/provided by operating activities for the three month period ended March 31, 2010, as compared to the same period in 2009 was the increased revenue experienced by the Company during the three month period ended March 31, 2010.

Net Cash Used in Investing Activities Net cash used in our investing activities was $(48,820) for the three month period ended March 31, 2010, as compared to net cash used in investing activities of $(165,738) for the three month period ended March 31, 2009, a decrease of $116,918. The primary reason for the change in net cash used in investing activities for the three month period ended March 31, 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 $53,423 for the three month period ended March 31, 2010, as compared to net cash provided by our financing activities of $35,057 for the three month period ended March 31, 2009, an increase of $18,366.  The primary reason for the change in net cash provided by financing activities for the three month period ended March 31, 2010 as compared to the same period in 2009 was due to the fact that the directors of the Company made a temporary advance to the Company in the amount of $53,423.

Changes in Operating Assets and Liabilities

Below are the major changes in operating assets and liabilities under cash flows from operating activities for the three month periods ended March 31, 2010 and 2009:

	Three Month Period ended  March 31,
	2010			2009
Changes in operating assets and liabilities:
Accounts receivable	$ 107,453			$    52,060
Trade Payables	$ (5,584)			$    47,964
Deferred Revenue	$ 14,842			$ (10,880)

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Accounts Receivable Our changes in accounts receivable from $52,060 in March 31, 2009 to $107,453 in March 31, 2010 was primarily attributable to the fact that less of the Company’s accounts receivable were collected during the three month period ended March 31, 2010, as compared to the same period in 2009.

Trades Payable  Our decrease in trades payable from $47,964 for the three months ended  March 31, 2009 to $(5,584) for the three months ended March 31, 2010 was primarily attributable to repayment to vendors for medical consumables that the Company purchased.

Deferred Revenue. Our increase in deferred revenue from $(10,880) in March 31, 2009 to $14,842 in March 31, 2010 was primarily attributable to revenue that the Company experienced due to an increase in Members of the Company.

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 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 March 31, 2010, that has materially affected, or is reasonably likely to materially affect, the Company's internal control

24

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:

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.

25

By:  /S/ Feng Gu

Feng Gu, Chief Executive Officer, Director

Date:  May 17, 2010

By:  /S/ Chunxiang Li

Chunxiang Li, Chief Financial Officer, Principal Accounting Officer

Date:  May 17, 2010

26