Clean Vision Corp - Quarter Report: 2011 June (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 June 30, 2011

[] 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).     [  ] Yes [ ] No

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

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 August 10, 2011 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, 2010.

CHINA VITUP HEALTH CARE HOLDINGS, INC. & SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2011

(Unaudited)

Consolidated Balance Sheets	3 – 4
Consolidated Statements of Income	5
Consolidated Statements of Cash Flows	6
Consolidated Statements of Stockholders’ Equity	7
Notes to Financial Statements	8 – 20

2

China Vitup Health Care Holdings, Inc.

Consolidated Balance Sheets

As of June 30, 2011 and December 31, 2010

(Stated in US Dollars)

3

China Vitup Health Care Holdings, Inc.

Consolidated Balance Sheets

As of June 30, 2011 and December 31, 2010

(Stated in US Dollars)

See Accompanying Notes to the Financial Statements

4

China Vitup Health Care Holdings, Inc.

Consolidated Statements of Income

For the three months and six months ended June 30, 2011 and 2010

(Stated in US Dollars)

See Accompanying Notes to the Financial Statements

5

China Vitup Health Care Holdings, Inc.

Consolidated Statements of Cash Flows

For the three and six months ended June 30, 2011 and 2010

(Stated in US Dollars)

See Accompanying Notes to the Financial Statements

6

China Vitup Health Care Holdings, Inc.

Consolidated Statements of Stockholders’ Equity

As of June 30, 2011 and December 31, 2010

(Stated in US Dollars)

		Comprehensive Income
						Accumulated
		June 30, 2011		December 31, 2010		Total
Net income		$                    95,606		$                   (26,755)		$                      68,851
Foreign currency translation adjustment		23,748		84,983		108,731
		$                  119,354		$                      58,228		$                   177,582

See Accompanying Notes to the Financial Statements

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CHINA VITUP HEALTH CARE HOLDINGS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

1.

The Company and Principal Business Activities

A.

Organization and Structure

I.

Ultimate Holding Company

a.)

China Vitup Health Care Holdings, Inc. (the “Company”) was incorporated under the laws of Canada as Second Bavarian Mining Consulting Services, Inc. on February 24, 2003.  On August 10, 2004, it amended and restated the Articles of Incorporation to change its name to Tubac Holdings, Inc., and to change its domicile to the State of Wyoming.  On September 15, 2006, the Company formed a wholly-owned subsidiary in Nevada called China Vitup Health Care Holdings, Inc. (“China Vitup Nevada”).  On October 2, 2006, through the completion of a merger with China Vitup Nevada, the Company changed its domicile to the State of Nevada.  As a result of the merger, China Vitup Nevada continued as the surviving company and changed its name to current China Vitup Health Care Holdings, Inc.

II.

Intermediary Holding Companies

a.)

China Vitup Healthcare Holdings, Inc., (“China Vitup BVI”) is an investment holding company that was incorporated under the laws of British Virgin Islands (“BVI”) on June 29, 2006.

b.)

On August 30, 2006, under the laws of the People’s Republic of China (“PRC”), Dalian Vitup Management Holdings Co., Ltd. (“Dalian Vitup Management”) was incorporated as a wholly-foreign owned entity. WOFE is wholly-owned by China Vitup BVI.

Dalian Vitup Management is a holding company which was established for the purposes of facilitating business operations in the PRC. Due to PRC laws governing foreign ownership and investment in medical clinics in the PRC, Dalian Vitup Management does not directly own the entities in China through which the Company’s business operations are conducted.  Instead, Dalian Vitup Management controls those entities and their business operations through a series of exclusive contractual agreements.

III.

Operating Entity

All of the Company’s operations are located in the PRC, and are conducted through its operating entity Dalian Vitup Healthcare Management Co. Ltd. (“Dalian Vitup Healthcare”).

Dalian Vitup Healthcare was incorporated under the laws of the PRC on March 4, 2004. Dalian Vitup Healthcare is located in Dalian city Liaoning Province of PRC. It provides medical clinic service and heath club service, including outpatient care, diagnosis of health problems, physical checkup, and instruction or remedial work.

B.

Variable Interest Entity

On September 1, 2006, Dalian Vitup Management entered into six contractual arrangements that for accounting purposes will collectively known as the variable interest entity (“VIE”) agreement with the Dalian Vitup Healthcare. The Company accounted for the VIE agreement, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10, by consolidating Dalian Vitup Healthcare as operating entity (similar to a subsidiary) of both Dalian Vitup Management and the Company, because the Company: i) exert effective control over Dalian Vitup Healthcare; ii) receive all the economic benefits derived from the business operations of Dalian Vitup Healthcare; and iii) have an exclusive option to purchase all or part of the equity interests in Dalian Vitup Healthcare.

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C.

Share Exchange Agreement

On November 15, 2006, the Company completed a Share Exchange Agreement with China Vitup BVI and the shareholders of China Vitup BVI.  Pursuant to the agreement, the Company issued a total of 13,460,202 shares of its common stock in exchange for 50,000 shares of China Vitup BVI, representing 100% of the issued and outstanding common stock of China Vitup BVI. Upon the completion of Share Exchange, China Vitup BVI became a wholly owned subsidiary of the Company.   

The share exchange transaction has been accounted for as a recapitalization of China Vitup BVI where the Company (the legal acquirer) is considered the accounting acquiree and China Vitup BVI (the legal acquiree) is considered the accounting acquirer.  As a result of this transaction, the Company is deemed to be a continuation of the business of China Vitup BVI. Accordingly, the financial data, included in the accompanying consolidated financial statements for all periods prior to November 15, 2006, is that of the accounting acquirer, Dalian Vitup BVI.  The historical stockholders’ equity of the accounting acquirer prior to the share exchange has been retroactively restated as if the share exchange transaction occurred as of the beginning of the first period presented.

2.

Significant Accounting Policies

A.

Method of accounting

The Company maintains its general ledger and journals with the accrual method of accounting in accordance to PRC generally accepted accounting principles (“GAAP”).  For financial statement reporting purposes, the Company has converted its PRC GAAP financial statements to financial statements that are presented in accordance to generally accepted accounting principles in the United States of America.  The conversion of the Company’s financial statements from presentation in accordance with PRC GAAP to US GAAP did not result in any reconciling items on the accompanying financial statements.

The financial statements and accompanying notes are representations of management.

B.

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries.  All significant inter-company balances such as due to/due from, investment in subsidiaries, and subsidiaries’ capitalization have been eliminated.

C.

 Use of estimates

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Significant estimates and assumptions are used for, but not limited to: (1) allowance for trade receivables, (2) economic lives of property, plant and equipment, (3) asset impairments, and (4) contingency reserves. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates

D.

Cash and cash equivalents

The Company classifies the following instruments as cash and cash equivalents: cash on hand, unrestricted bank deposits, and all highly liquid investments purchased with original maturities of three months or less.

E.

Accounts receivable

Accounts receivable are disclosed at the net value of all outstanding invoice amounts less management’s estimate for doubtful accounts. Management regularly reviews outstanding accounts and provides an

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allowance for doubtful accounts. Management’s allowance for doubtful accounts at June 30, 2011 was 5% of gross accounts receivables.

In regards to the Company’s allowance for doubtful accounts, we keep one general reserve, the amount of which equals 1% of gross account receivables. We have no specific reserve, as we believe adequate provisions for doubtful accounts have been provided through our general reserve. When estimating the allowance for doubtful accounts, we take into consideration: 1) our track record of payment collection, which shows zero experience of any material delinquent accounts that were uncollectible and that we have not written off material balance; 2) the enhanced measures we currently take to minimize failure of collection, which include having internal staff call for payment, filing legal pledge, collecting agent to collect the outstanding balance, etc. Since our collection period of receivables has never exceeded one year, based on past experience, we believe collection becomes improbable once they exceed the threshold of one year. Thus we will write off receivables against allowance for doubtful accounts once they are older than one year.

F.

Inventories

Inventories mainly consist of medicines, medical devices and consumables purchased from third parties. Inventories are valued at the lower of cost, as determined on a first-in first-out basis, or market. Market value is determined by reference to selling prices after the balance sheet date or to management’s estimates based on prevailing market conditions. Management writes down the inventories to market value if it is below cost. Management also regularly evaluates the composition of its inventories to identify slow-moving and obsolete inventories to determine if valuation allowance is required.

G.

Plant and equipment

Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful life of plant and equipment is as follows:

	Estimated Useful Lives
Leasehold improvements	5 years
Medical equipments	5 years
Motor vehicles	10 years
Furniture, fixtures and equipments	5 years

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to income as incurred, whereas significant renewals and betterments are capitalized.  

H.

Intangible assets

The Company individually tracks and accounts for each intangible asset.  Each intangible asset is carried at its original acquisition cost less accumulated amortization. The Company provides amortization for each intangible asset using the straight line method over its estimated useful life.

I.

Accounting for impairment of long lived Assets

The Company has adopted Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), ASC 360-10-35.  The Company evaluates its long lived assets for impairment when indicators of impairment are present or annually, whichever occurs sooner.  In the event that there are indications of impairment, the Company will record a loss to statements of income equal to the difference between the carrying value and the fair value of the long lived asset.  The Company typically, but not exclusively uses the expected future discounted flows method to determine fair value of long lived asset subject to impairment.  The fair value of long lived assets that held for disposition will include the cost of disposal.

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The Company’s long-lived assets are grouped by their presentation on the consolidated balance sheets, and further segregated by their operating and asset type.  Long-lived assets subject to impairment include equipment, vehicles and software licenses. The Company makes its determinations based on various factors that impact those assets.

The Company assessed its buildings, equipment, vehicles, and software licenses for production. At June 30, 2011, the Company has concluded that its long-lived assets have not experienced any impairment losses because the Company’s long lived assets have enabled the Company to experience profit during the periods ended June 30, 2011.

J.

Customer deposit

Customer deposit consists primarily of payments received in advance from customers.

K.

Statutory reserves

Statutory reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations.

L

Revenue recognition

The Company recognizes its revenues, as the related services are rendered to the customer and are net of allowances and discounts, and its related business taxes. 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 collectible is reasonably assured. The Company, through its VIE, offers 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.

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 six months ended June 30, 2011, the Company has determined no reserve for these potential adjustments.

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M.

Cost of revenue

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

N.

Income taxes

The Company uses the accrual method of accounting to determine income taxes for the year.  The Company has implemented FASB ASC 740 Accounting for Income Taxes.  Income tax liabilities computed according to the United States, People’s Republic of China (PRC), and British Virgin Islands tax laws provide for the tax effects of transactions reported in the financial statements and consists of taxes currently due, plus deferred taxes, related primarily to differences arising from the recognition of expenses related to the depreciation of plant and equipment, amortization of intangible assets, and provisions for doubtful accounts between financial and tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will be either taxable or deductible when the assets and liabilities are recovered or settled.  Deferred taxes also are recognized for operating losses that are available to offset future income taxes.

A valuation allowance is recognized for deferred tax assets if it is more likely than not, that the deferred tax assets will either expire before the Company is able to realize that tax benefit, or that future realization is uncertain.

O.

Comprehensive income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners.  The Company presents components of comprehensive income with equal prominence to other financial statements.  The Company’s current component of other comprehensive income is the foreign currency translation adjustment.

P.

Earnings per share

The Company computes earnings per share (“EPS”) in accordance with FASB ASC 260 “Earnings per share”.  SFAS No. 128 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., contingent shares, convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Q.

Foreign currency translation

The accompanying financial statements are presented in United States dollars. The functional currency of the Company is the Renminbi (RMB).  The financial statements are translated into United States dollars from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

Exchange Rates		June 30, 2011		December 31, 2010
Year-end RMB : US$ exchange rate		6.46400		6.61180
Average twelve-month RMB : US$ exchange rate		6.54818		6.77875

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The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.  No representation is made that the RMB amounts could have been, or could be, converted into US Dollar at the rates used in translation.

R.

Commitments and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

S.

Subsequent events

The Company evaluates subsequent events that have occurred after the consolidated balance sheet date but before the consolidated financial statements are issued. There are two types of subsequent events:  (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has evaluated subsequent events, and based on this evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustments to the consolidated financial statements.

T.

Recent accounting pronouncements

In June 2009, FASB issued FASB Statement No. 166, Accounting for Transfers for Financial Assets (FASB ASC 860 Transfers and Servicing) and FASB Statement No. 167 (FASB ASC 810 Consolidation), a revision to FASB Interpretation No. 46 (Revised December 2003), Consolidation of Variable Interest Entities (FASB ASC 810 Consolidation).  The Company has adopted the new accounting policies and has determined that there is no material impact to the financial statements presented herein.

On June 30, 2009, FASB issued FASB Statement No. 168, Accounting Standards Codification™ (FASB ASC 105 Generally Accepted Accounting Principles) a replacement of FASB Statement No. 162 the Hierarchy of Generally Accepted Accounting Principles. On the effective date of this standard, FASB Accounting Standards Codification™ (ASC) became the source of authoritative U.S. accounting and reporting standards for nongovernmental entities, in addition to guidance issued by the Securities and Exchange Commission (SEC). This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  If an accounting change results from the application of this guidance, an entity should disclose the nature and reason for the change in accounting principle in their financial statements.  This new standard flattens the GAAP hierarchy to two levels: one that is authoritative (in FASB ASC) and one that is non-authoritative (not in FASB ASC). Exceptions include all rules and interpretive releases of the SEC under the authority of federal securities laws, which are sources of authoritative GAAP for SEC registrants, and certain grandfathered guidance having an effective date before March 15, 1992. Statement No. 168 is the final standard that will be issued by FASB in that form.  There will no longer be, for example, accounting standards in the form of statements, staff positions, Emerging Issues Task Force (EITF) abstracts, or AICPA Accounting Statements of Position. The Company has adopted and implemented the new accounting policy.  

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In October 2009, the FASB issued ASU No. 2009-13 “Revenue Recognition (Topic 605): Multiple Deliverable Revenue Arrangements - A Consensus of the FASB Emerging Issues Task Force”. This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. The Company will be required to apply this guidance prospectively for revenue arrangements entered into or materially modified after January 1, 2011; however, earlier application is permitted. The management is in the process of evaluating the impact of adopting this ASU on the Company’s financial statements.

The FASB issued ASU-2010-09 (Topic 855) to amend guidance on subsequent events to remove the requirement for SEC filers (as defined in ASU 2010-09) to disclose the date through which an entity has evaluated subsequent events. This change alleviates potential conflicts with current SEC guidance. An SEC filer is still required to evaluate subsequent events through the date financial statements are issued, but disclosure of that date is no longer required. The amendments in ASU 2010-09 became effective upon issuance of the guidance.   Management adopted this pronouncement as of July 1, 2010.

3.

Accounts Receivable

Accounts receivable at June 30, 2011 consisted of the following:

		June 30, 2011		December 31, 2011
Accounts receivable		$            1,259,761		$                 417,888
Less: Allowance for doubtful accounts		12,598		-
Accounts receivable, net		$            1,247,163		$                 417,888
Allowance for doubtful accounts
Beginning balance		$                            -		$                              -
Allowance provided		12,598		-
Charged against allowance		-		-
Reversals		-		-
Ending balance		$                 12,598		$                              -

Accounts receivable aging analysis:-

		June 30, 2011
1-30 Days		$               239,677
30-60 Days		295,005
60-120 Days		614,707
121-365 Days		102,546
Over 365 Days		7,826
Total		$            1,259,761

The Company believes it has provided adequate provisions for doubtful accounts. Doubtful allowance accounts at June 30, 2011 was 1% of gross account receivables. In a situation, the Company uses all its efforts, such as having internal staff call for payment, filing legal pledges, or even hiring collecting agents to collect the outstanding balance, but the collection is no longer probable. The Company will write off the balance against the allowance for doubtful accounts. In the event that previously written off receivables are collected, the Company will re-establish the allowance of bad debt.

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From the inception of business, the Company has not experienced any material delinquent accounts that were uncollectible, and has not written off material balance against the allowance for doubtful accounts.

4.

Plant and Equipment

Plant and equipment consisted of the following at June 30, 2011 and December 31, 2010:-

At				Accumulated
June 30, 2011:-		Cost		Depreciation		Net
Leasehold improvements		$            879,083		$            624,031		$             255,052
Medical equipments		2,425,530		1,487,807		937,723
Motor vehicles		434,217		198,969		235,248
Furniture, fixtures and equipment		632,972		432,688		200,284
		$         4,371,802		$         2,743,495		$          1,628,307
At				Accumulated
December 31, 2010:-		Cost		Depreciation		Net
Leasehold improvements		$            862,145		$            573,712		$             288,433
Medical equipments		2,358,684		1,310,459		1,048,225
Motor vehicles		425,850		172,670		253,180
Furniture, fixtures and equipment		662,819		384,318		278,501
		$         4,309,498		$         2,441,159		$          1,868,339

Depreciation expenses were $302,336 and $226,516 for the six months ended June 30, 2011 and 2010, respectively.

5.

Intangible Assets

The components of the Company’s intangible assets are as follows:

At				Accumulated
June 30, 2011:-		Cost		Amortization		Net
Software		$                    57,141		$             18,442		$                38,699
		$                    57,141		$             18,442		$                38,699

6.

Other Payable and Accrual Liability

Description		June 30, 2011		December 31, 2010
Accrued expenses		$                      14,699		$                       5,108
Salaries payable		185,962		159,202
Other tax payables		35,128		6,154
		$                    235,789		$                  170,464

7.

Income Taxes

In respect of the Company and its subsidiaries domiciled and operated in United States, British Virgin Islands, and the People’s Republic of China, the taxation of these entities are summarized below:

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Entities		Countries of Domicile		Income Tax Rate
China Vitup Health Care Holdings, Inc.		United States		34%
China Vitup Healthcare Holdings, Inc.		BVI		0%
Dalian Vitup Management Holdings Co., Ltd.		PRC		25%
Dalian Vitup Healthcare Management Co. Ltd.		PRC		25%

Since the Company is primarily a holding company without any business activities in United States, the Company did not incur any U.S. tax for the six months ended June 30, 2011 and 2010, respectively.

Description		Six months ended June 30, 2011		Six months ended June 30, 2010
Income (loss) before taxes:
U.S. Federal		$                                -		$                                   -
U.S. State		-		-
BVI		(55,819)		(7,798)
PRC		244,253		223,442
Total income before taxes		$                   188,434		$                      215,644
Provision for taxes:
Current:
U.S. Federal		$                                -		$                                   -
U.S. State		-		-
BVI		-		-
PRC		92,828		29,287
		$                     92,828		$                        29,287
Deferred:
U.S. Federal		$                                -		$                                   -
U.S. State		-		-
BVI		-		-
PRC		-		-
		-		-
Valuation Allowance		-		-
Deferred tax:		$                                 -		$                                   -
Total provision for taxes		$                      92,828		$                        29,287
Effective tax rate		49.26%		13.58%

The differences between the U.S. federal statutory income tax rates and the Company's effective tax rate for the six months ended June 30, 2011 and 2010 are shown in the following table:-

		Six months ended June 30, 2011		Six months ended June 30, 2010
U.S. federal statutory income tax rate		34.00%		34.00%
Lower rates in PRC, net		(9.00%)		(9.00%)
Accruals in foreign jurisdictions		24.26%		(11.42%)
Effective tax rate		49.26%		13.58%

8.

Related Party Transactions

A.

Related party transactions

For the six months ended June 30, 2011 and 2010, respectively, the Company paid rent charge of $29,046 and $25,850, 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.

Due from related parties

As of June 30, 2011 and December 31, 2010, the Company recorded due from Mr. Shubin Wang, Ms. Feng Gu, the directors of the Company, and their companies, as due from related parties amounting to zero and $116,412, respectively, which is unsecured, interest free and due on demand.

C.

Long-term prepaid expense for related party

The Company recorded long term prepaid expense for related party at $275,452 and $364,981 as of June 30, 2011 and December 31, 2010, respectively. The Company purchased equipment on behalf of Shenyang Vitup, a clinic related to the Company through common shareholders. The equipment is pledged for this related party loan which is interest free.

9.      Risks

A.

Credit risk

Since the Company’s inception, the age of account receivables have been less than one year indicating that the Company is subject to minimal risk borne from credit extended to customers.

B.

Major customers and vendors

For the six months ended June 30, 2011, 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

C.

Economic and political risks

The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC.

The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

D.

Inflation Risk

Management monitors changes in prices levels.  Historically inflation has not materially impacted the company’s financial statements; however, significant increases in the price of raw materials and labor that cannot be passed on the Company’s customers could adversely impact the Company’s results of operations.

10.

Financial Instruments

The Company adopted ASC 820-10, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements.

17

ASC 820-10 includes a fair value hierarchy that is intended to increase the consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing an asset or liability based upon their own market assumptions. The fair value hierarchy consists of the following three levels:

Level 1–inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2–observable inputs other than level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3–instrument valuations are obtained without observable market values and require a high-level of judgment to determine the fair value.

The Company’s financial instruments consist mainly of cash and debt obligations. While the Company believes its valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

The following tables present the Company’s financial assets and liabilities at fair value in accordance to ASC 820-10:-

At June 30, 2011:-		Quoted in		Significant
		Active Markets		Other		Significant
		for Identical		Observable		Unobservable
		Assets		Inputs		Inputs
		(Level 1)		(Level 2)		(Level 3)		Total
Financial assets:
Cash		$           216,256		$                      -		$                       -		$           216,256
Restricted cash		-		-		-		-
Total financial assets		216,256		-		-		216,256
Financial liabilities:
Notes payable		-		-		-		-
Total financial liabilities		$                         -		$                      -		$                       -		$                        -
At December 31, 2010:-		Quoted in		Significant
		Active Markets		Other		Significant
		for Identical		Observable		Unobservable
		Assets		Inputs		Inputs
		(Level 1)		(Level 2)		(Level 3)		Total
Financial assets:
Cash		$           609,397		$                      -		$                       -		$           609,397
Restricted cash		-		-		-		-
Total financial assets		609,397		-		-		609,397
Financial liabilities:
Notes payable		-		-		-		-
Total financial liabilities		$                         -		$                      -		$                       -		$                        -

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In January 2008, the Company adopted SFAS 159, the Fair Value Option for Financial Assets and Financial Liabilities, now known as the provisions of Accounting Standards Codification subtopic 825-10 (formerly SFAS 159), Fair Value Option for Financial Assets and Financial Liabilities, and have elected not to measure any of our current eligible financial assets or liabilities at fair value. SFAS 159 was issued to allow entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, SFAS 159 specifies that unrealized gains and losses for that instrument shall be reported in earnings at each subsequent reporting date. SFAS 159 is effective January 1, 2008.  We did not elect the fair value option for our financial assets and liabilities existing on January 1, 2008, and did not elect the fair value option for any financial assets or liabilities transacted during the six months ended June 30, 2011.

11.

Commitments

A.

Operating lease commitments

The Company leases a healthcare center, a clinic and an office premise in Dalian City, PRC from Mr. Shubin Wang, a related party, under several non-cancelable operating lease agreements; the Company also leases a clinic in Dalian City from Shangri-La Hotel, an outside party, under a non-cancelable operating lease agreement. Costs incurred for the healthcare center, clinics and office premise under theses operating leases are recorded as rent expenses in the amounts of $61,116 and $25,850 for the six months ended June 30, 2011 and 2010, respectively.

For the twelve months ending December 31:

Fiscal Years		Commitments
2011		$                    61,483
2012		122,965
2013		90,895
2014		58,826
2015		58,826
		$                  392,995

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 $76,357 of biochemical reagent for 5 years starting from 2007. For the six months ended June 30, 2011 and 2010, the Company incurred $8,747 and $5,757, respectively.

C.

Statutory reserve commitment

In accordance with PRC laws, statutory reserve refers to the appropriation from net income, to the account statutory reserve, to be used for future company development, recovery of losses, and increase of capital, as approved, to expand production or operations.  Under the applicable PRC laws, a PRC enterprise operating at a profit must appropriate, on an annual basis, an amount equal to 10% of its profit until the reserve reaches 50% of its registered capital.

	June 30, 2011		December 31, 2010
PRC subsidiaries registered capital
- Dalian Vitup Healthcare	$                  1,180,159		$                  1,180,159

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Statutory reserve ceiling based on 50% of PRC registered capital	590,079		590,079
Less: Retained earnings appropriated to statutory reserve	239,261		239,261`
Impact of foreign currency translation	-		-
Reserve commitment outstanding	$                     350,819		$                     350,819

12. Earnings per Share

	Six months ended
	June 30, 2011		June 30, 2010
Net Income	$                    95,606		$                  186,357
Income available to Common Stockholders	$                    95,606		$                  186,357
Original Shares of Common Stock	15,000,000		15,000,000
New Issuance of Common Stock	-		-
Basic Weighted Average Shares Outstanding	15,000,000		15,000,000
Addition to Common Stock from conversion of Preferred Stock	-		-
Addition to Common Stock from exercise of Warrant	-		-
Diluted Weighted Average Shares Outstanding	15,000,000		15,000,000
Earnings Per Share
-  Basic	$                        0.01		$                        0.01
-  Diluted	$                        0.01		$                        0.01
Weighted Average Shares Outstanding
-  Basic	15,000,000		15,000,000
-  Diluted	15,000,000		15,000,000

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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 (hereinafter “China Vitup Nevada” 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 two medical clinics located in Dalian, China, through which it offers integrated healthcare services designed specifically to fit the needs of the Chinese population.  At the clinics in Dalian, the Registrant’s operating affiliates both monitor 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 facilities in Dalian are 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.

Currently, our operating affiliates offer integrated health management services designed specifically for the PRC population through its preventative care medical facility located in the city of Dalian, China.  The Company’s health services offered at its operating affiliates’ medical facilities include physical examinations, health management plans, and guidance for medical treatment. Our operating affiliates assist their 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, the Dalian Vitup Clinics, as a primary checkup facilities, will refer its patients to specialized hospitals and health facilities throughout the world which are equipped to treat the   patient’s specific health problems and needs that have been identified through a 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

21

the VIE.  As noted above, all of the Registrant’s business operations are structured around subsidiaries, VIEs and contractual agreements.  Through these contractual agreements the Registrant is able to exert effective control over its PRC operating affiliates and receive all of the economic benefits derived from the business operations of its PRC operating affiliates.  In accordance with the specific contractual agreements, the consolidated financial statements of the Registrant include all assets and liabilities and all revenues and expenses of our operating affiliates, the Dalian Vitup Healthcare Management Co. Ltd. Nanshanlu Clinic and the Dalian Vitup Healthcare Management Co. Ltd. Renminlu Clinic, both located in Dalian, China.

Within the next three years, it is our objective is to establish an additional two affiliated medical clinics throughout China through which we are able to provide high quality medical care to Chinese citizens.  We will model our clinics after the clinic that we currently operate in Dalian.  We anticipate establishing medical clinics in the following cities, in the following order: 1) Beijing; and 2) Shenyang. At proper time, we are going to copy our business model quickly and open more new clinics in economic developed cities all around China.

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 six months ended June 30, 2011.  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 June 30, 2011 Compared to the Three Month Period Ended June 30, 2010.

Revenue

During the three months ended June 30, 2011 the Company had revenue of $1,331,958 as compared to revenue of $847,452 during the three months ended June 30, 2010, an increase of $484,506, or approximately 57%.

Of the $1,331,958 in revenue generated during the three months ended June 30, 2011, the revenue generated from health management service was $1,070,568 as compared to $727,948 as of the same period of 2010, an increase of 47%. This increase was primarily attributable to the fact that: (i) we enhanced our promotional efforts for business relating to the provision of enterprise healthcare services; and (ii) we established additional customers in the second quarter of 2011 which resulted in an increase of enterprise clients, which in turn enhanced the Company’s revenue.

Of the $1,331,958 in revenue generated during the three months ended June 30, 2011, the revenue generated from the general treatment services was $261,390, an increase of 119% as compared to the same period of 2010. 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 chronic disease treatment and management (diseases like hypertension, diabetes, arteriosclerosis); and (ii) we experienced a large 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 general treatment service during the three months ended 2011, as compared to the same period of 2010:

22

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 June 30, 2011 was 12%, 68% and 20%, 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 months ended June 30, 2011 and 2010

As illustrated above, the Company’s operating revenue from Individuals & Members, Enterprises and General Treatment for the three months ended June 30, 2011 increased by $(23,136), $365,755 and $141,887, or approximately (13) %, 66% and 119%, respectively as compared to the same period of 2010.

Cost of Revenues

During the three months ended June 30, 2011, our cost of revenues was $951,049 as compared to costs of revenues of $360,253 for the same period of 2010, an increase of $590,796 of approximately 164%. The increase in cost of revenues for the three months ended June 30, 2011 was primarily attributable to,(i) inspection expense increased by $295,582 due to the Company’s increase in its number of clients which led to the increase of the inspection items; (ii) the salary and related expense increased by $119,683 as the Company employed high ranking medical and administrative staff and the wages of the doctors and nurses were increased; and (iii) the medical consumption increased by $95,091 as a result of the increase of number of the Company’s clients.

Operating Expenses

Our operating expenses for three months ended June 30, 2011 were $308,566, as compared to $207,939 for the three months ended June 30, 2010, an increase of $100,627 by approximately 48%. This increase was attributable to an increase in selling expenses and general and administrative expenses which are discussed below.

Selling Expense Selling expense totaled $74,870 for the three months ended June 30, 2011 as compared to $19,194 for the three months ended June 30, 2010, an increase of approximately 290%.The increase of selling expenses was primarily attributable to an increase of salary and target performance bonus.

General and administrative expenses General and administrative expenses totaled $233,696 for the three months ended June 30, 2011as compared to $188,745 for the three months ended June 30, 2010, an increase of 24%. The increase of general and administrative expenses was primarily attributable to an increase in salary

23

and related expense and audit expense.

The following chart illustrates the changes in our operating expenses for the three months ended June 30, 2011, as compared to the same period of 2010:

Net Income

We experienced a net income of $86,640 for the three months ended June 30, 2011 as compared to net income of $232,155 during the three months ended June 30, 2010, a change of $145,515, or 63%.  The change was primarily attributable to the cost increase especially in labor cost and inspection expense.

Results of Operations for the Six Month Period Ended June 30, 2011 Compared to the Six Month Period Ended June 30, 2010.

Revenue

During the six months ended June 30, 2011 the Company had revenue of $2,188,013, as compared to revenue of $1,374,110 during the six months ended June 30, 2010, an increase of $813,903, or approximately 59%.

Of the $2,188,013 in revenue generated during the six months ended June 30, 2011, the revenue generated from health management service was $1,760,754, an increase of 50% as compared to the same period of 2010, an increase of 50%. This increase was primarily attributable to the fact that: (i) we enhanced our promotional efforts for business relating to the provision of enterprise healthcare services; and (ii) we established additional customers in the second quarter of 2011 which resulted in an increase of enterprise clients, which in turn enhanced the Company’s revenue.

Of the $2,188,013 in revenue generated during the six months ended June 30, 2011, the revenue generated from the general treatment services was $427,259, an increase of 110% as compared to the same period of 2010. 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 chronic disease treatment and management (diseases like hypertension, diabetes, arteriosclerosis); and (ii) we experienced a large 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 general treatment service during the six months ended 2011, as compared to the same period of 2010:

24

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 six months ended June 30, 2011 was 12%, 68% and 20%, 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 six months ended June 30, 2011 and 2010

As illustrated above, the Company’s operating revenue from Individuals & Members, Enterprises and General Treatment for the six months ended June 30, 2011 increased by $(41,971), $632,164 and $223,710, or approximately (13) %, 75% and 110%, respectively as compared to the same period of 2010.

Cost of Revenues

During the six months ended June 30, 2011, our cost of revenues was $1,585,727 as compared to costs of revenues of $700,161 for the same period of 2010, an increase of $885,566 of approximately 126%. The increase in cost of revenues for the six months ended June 30, 2011 was primarily attributable to,(i) inspection expense increased by $390,800 due to the Company’s increase in its number of clients which led to the increase of the inspection items; (ii) the salary and related expense increased by $135,921 as the Company employed high ranking medical and administrative staff and the wages of the doctors and nurses were increased; and (iii) the medical consumption increased by $125,994 as a result of the increase of number of the Company’s clients.

.

Operating Expenses

Our operating expenses for six months ended June 30, 2011 were $473,391, as compared to $431,080 for the six months ended June 30, 2010, an increase of $42,311 by approximately 9.8%.  This increase was primarily attributable to an increase in selling expenses. Selling expense totaled $98,741 for the six months ended June 30, 2011 as compared to $33,598 for the six months ended June 30, 2010, an increase of approximately 194%.The increase of selling expenses was primarily attributable to an increase of salary and target performance bonus.

The following chart illustrates the changes in our operating expenses for the six months ended June 30, 2011, as compared to the same period of 2010:

25

Net Income

We experienced a net profit of $95,606 for the six months ended June 30, 2011 as compared to net income of $186,357 during the six months ended June 30, 2010, a change of $90,751, or 49%.  The change was primarily attributable to the cost increase especially in labor cost and inspection expense.

Income Tax Expenses

For the six months ended June 30, 2011 the Company experienced an income tax expenses of $92,828 as compared to income tax expenses of $29,287 for the six months ended June 30, 2010, an increase of $63,541, or approximately 217%. The increase of income tax was primarily attributable to the increase of revenue and pretax income. The chart below identifies the changes in income tax expenses:

Description		Six months ended June 30, 2011		Six months ended June 30, 2010
Income (loss) before taxes:
U.S. Federal		$                                -		$                                   -
U.S. State		-		-
BVI		(55,819)		(7,798)
PRC		244,253		223,442
Total income before taxes		$                   188,434		$                      215,644
Provision for taxes:
Current:
U.S. Federal		$                                -		$                                   -
U.S. State		-		-
BVI		-		-
PRC		92,828		29,287
		$                     92,828		$                        29,287
Deferred:
U.S. Federal		$                                -		$                                   -
U.S. State		-		-
BVI		-		-
PRC		-		-
		-		-
Valuation Allowance		-		-
Deferred tax:		$                                 -		$                                   -
Total provision for taxes		$                      92,828		$                        29,287
Effective tax rate		49.26%		13.58%

The differences between the U.S. federal statutory income tax rates and the Company's effective tax rate for the six months ended June 30, 2011 and 2010 are shown in the following table:-

		Six months ended June 30, 2011		Six months ended June 30, 2010
U.S. federal statutory income tax rate		34.00%		34.00%
Lower rates in PRC, net		(9.00%)		(9.00%)
Accruals in foreign jurisdictions		24.26%		(11.42%)

26

Effective tax rate		49.26%		13.58%

Current Assets & Total Assets

As of June 30, 2011, our unaudited balance sheet reflects that we have total current assets of $­­­­­­­1,569,590 as compared to total current assets of $1,249,911 at December 31, 2010, an increase of $319,679 or approximately 26%. As of June 30, 2011, our balance sheet reflects that we have total assets of $3,528,292, as compared to total assets of $3,483,231 at December 31, 2010, an increase of $45,061 or approximately 1.3%.

Cash and Cash Equivalents.  As of June 30, 2011, our cash and cash equivalents were $216,256 as compared to $609,397 at December 31, 2010, a decrease of $393,141, or approximately 65%.  This decrease was primarily attributable to repayments of borrowings, expense payment and other cash expenditures.

Accounts Receivable.  As of June 30, 2011, our accounts receivable were $1,247,163 as compared to accounts receivable of $417,888 at December 31, 2010, an increase of $829,275, or approximately 198%. This increase was attributable to the facts that the Company signed some long-term contacts with enterprise client which were not settle up in the end of the quarter.

Total Current Liabilities and Total Liabilities

As of June 30, 2011, our balance sheet reflects that we have: i) total current liabilities of $1,076,418 as compared to total current liabilities of $1,150,712 at December 31, 2010, a decrease of $74,294 or approximately 6.5%; and ii) total liabilities of $1,076,418 as compared to total liabilities of $2,294,384 at December 31, 2010. This decrease was primarily attributable to the decrease in accounts payable.

Cash Flow

						Six Months Period Ended                          June 30,
					2011				2010
Net cash (used by) provided by operating activities				$	(487,141)			$	147,759
Net cash used in investing activities				$	(135,689)			$	(84,034)
Net cash provided by (used in) financing activities				$	205,941			$	(266,062)
Effect of exchange rate change on cash and cash equivalents				$	23,748			$	1,337
Cash and Cash Equivalents, Beginning of Period				$	609,397			$	504,676
Cash and Cash Equivalents End of Period				$	216,256			$	303,676

Net Cash Provided by Operating Activities Net cash used in operating activities for the six months ended June 30, 2011 was $487,141 as compared to net cash provided by operating activities for the six months ended June 30, 2010 of $147,759. This change is primarily attributable to an increase experienced by the Company in accounts receivable.

Net Cash Used in Investing Activities Net cash used in our investing activities was $135,689 for the six months ended June 30, 2011, as compared to net cash used in investing activities of $84,034 for the six months ended June 30, 2010, a change of $51,655. The primary reason for the change in net cash used in investing activities for the six months ended June 30, 2010, as compared to the same period in 2010 was due to the fact that the Company bought more plant and equipment in the second quarter of 2011 as compared to the same period of 2010.

27

Net Cash Provided by Financing Activities Net cash provided in our financing activities was $205,941 for the six months ended June 30, 2011, as compared to net cash used in our financing activities of $266,062 for the six months ended December 31, 2010. The primary reason for the change in net cash provided by financing activities for the six months ended June 30, 2011 as compared to the same period in 2010 was primarily attributable to the acquisition of related party loans.

Changes in Operating Assets and Liabilities

Below are the major changes in operating assets and liabilities under cash flows from operating activities for the six month periods ended June 30, 2011 and 2010:

	Six Month Period ended  June 30,
	2011			2010
Changes in operating assets and liabilities:
Accounts receivable	$(841,872)			$11,594
Inventories	$(9,978)			$(48,490)
Customer Deposit	$45,038			$927

Accounts Receivable Our change in accounts receivable from $(841,872) in June 30, 2011 to $11,594 in June 30, 2010 was primarily attributable to the fact that less of the Company’s accounts receivable were collected during the six month period ended June 30, 2011, as compared to the same period in 2010.

Inventories Our change in inventories from $(9,978) in June 30, 2011 to $(48,490) for the six months ended June 30, 2010 was primarily attributable to the fact that we enhanced the management to inventory level.

Customer Deposit Our change in customer deposit from $45,038 in June 30, 2011 to $927 in June 30, 2010 was primarily attributable to increased revenue that the Company experienced due to an increase in customers 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 4.

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

28

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 June 30, 2011, 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:  August 15, 2011

By:  /S/ Chunxiang Li

Chunxiang Li, Chief Financial Officer, Principal Accounting Officer

Date:  August 15, 2011

30