Clean Vision Corp - Quarter Report: 2011 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, 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)

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.

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, 2011.

CHINA VITUP HEALTH CARE HOLDINGS, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2011

(Unaudited)

INDEX TO FINANCIAL STATEMENTS:	Page
Consolidated Balance Sheets as of  March 31, 2011 and December 31, 2010	3
Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended March 31, 2011 and 2010	4
Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2011 and 2010	5
Notes to Consolidated Financial Statements	6-14

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3

CHINA VITUP HEALTH CARE HOLDINGS, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010
(UNAUDITED)
	Three Months Ended March 31,
	2011						2010
NET  REVENUES	$	856,055			_		$	497,751
COST OF REVENUES		(634,678)						(425,322)
GROSS PROFIT		221,377						72,429
OPERATING EXPENSES:
Depreciation		28,114						27,457
Rental expense - relate party		14,452						10,164
General and administrative		122,259						82,608
TOTAL OPERATING EXPENSES		164,825						120,229
INCOME (LOSS) FROM OPERATIONS		56,552						(47,800)
OTHER (EXPENSES) INCOME:
Donation & other non-operating expense		(15,197)						-
Interest (expense) income		(1,279)						1,768
TOTAL OTHER (EXPENSES) INCOME		(16,476)						1,768
NET INCOME (LOSS) BEFORE INCOME TAX		40,077						(46,032)
Income tax expense		(31,111)						(11,082)
NET INCOME (LOSS)		8,966						(57,114)
Other comprehensive income
- Foreign currency translation adjustment		(14,318)						364
COMPREHENSIVE LOSS	$	(5,352)					$	(56,750)
Net income (loss) per share - basic and diluted	$	0.001					$	(0.004)
Weighted average shares outstanding - Basic and diluted		15,000,000						15,000,000
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 MONTHS ENDED MARCH 31, 2011 AND 2010
(UNAUDITED)
				Three Months Ended March 31,
					2011	_		2010
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income (loss)			$	8,966		$	(57,114)
	Adjustments to reconcile net income (loss) to
	net cash provided by (used in) operating activities:
		Depreciation			133,856			112,805
			(Increase) decrease in accounts receivable		(363,909)			107,453
			(Increase) in inventories		(11,231)			(3,291)
			Decrease in other receivables and prepayment		5,958			11,845
			Increase (decrease) in trade payables		76,119			(5,584)
			Decrease in income tax payable		(15,368)			(14,795)
			Increase in deferred revenue		90,651			14,842
			Decrease in other payables and accrued liabilities		(69,445)			(93,386)
		NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			(144,403)			72,775
CASH FLOWS FROM INVESTING ACTIVITIES
		Purchase of property, plant and equipment			(17,638)			(48,820)
CASH FLOWS FROM FINANCING ACTIVITIES
		(Repayment to) advance from related parties			(265,002)			53,423
Foreign currency translation adjustment					1,598			77
		NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS			(425,445)			77,455
Cash & Cash Equivalent, Beginning of Year					609,397			504,676
Cash & Cash Equivalent, End of Year				$	183,952		$	582,131
Supplemental disclosures of cash flow information:
Cash paid for interest				$	-		$	-
Cash paid for income taxes				$	46,479		$	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 MONTHS ENDED MARCH 31, 2011 AND 2010

(UNAUDITED)

1.

ORGANIZATION AND BUSINESS BACKGROUND

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

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

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

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

l

Basis of presentation

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

l

Use of estimates

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

l

Principles of consolidation

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

Generally accepted accounting principles in the United States of America requires a variable interest entity (VIE) to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns. VIEs are those entities in which the Company, through contractual arrangements, bears the risks of, and enjoys the rewards normally associated with ownership of the entities, and therefore the company is the primary beneficiary of these entities. Acquisitions of subsidiaries or variable interest entities are accounted for using the purchase method of accounting. The results of subsidiaries or variable interest entities acquired during the period are included in the consolidated income statements from the effective date of acquisition.

l

Cash and cash equivalents

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

l

Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on managements’ assessment of known requirements, aging of receivables, payment history, the customer’s current credit worthiness and the economic environment. At March 31, 2011 and December 31, 2010, the Company recorded accounts receivable at $784,892 and $417,888, respectively.

l

Inventories

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

l

Plant and equipment

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

	Estimated Useful Lives		Salvage Rate
Leasehold improvements	5 years		0%
Medical equipments	5 years		5%
Motor vehicles	10 years		5%
Furniture, fixtures and equipments	5 years		5%

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

l

Impairment of long-lived assets

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, 2011 and December 31, 2010, respectively.

l

Revenue recognition

The Company recognizes its revenues, as the related services are rendered to the customer and are net of allowances and discounts, its related business taxes. The Company recognizes revenue when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling

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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 three months ended March 31, 2011 and 2010, respectively, the Company has determined no reserve for these potential adjustments.

l

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 recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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Comprehensive income

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.

l

Net income 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, 2011 and 2010, respectively.

l

Foreign currencies translation

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

The reporting currency of the Company is the United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. The Company's major subsidiaries in the PRC maintained 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$, 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.

l

Fair value measurement

We account for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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Financial instruments

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Our financial instruments consist of cash, accounts receivable, accounts payable, and notes payable (related party).  The carrying values of cash, accounts receivable, accounts payable, and notes payable are representative of their fair values due to their short-term maturities.

Reclassifications

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

l

Recent accounting pronouncements

In January 2011, the FASB issued ASU 2011-01 an accounting pronouncement related to receivables (“FASB ASC Topic 310”), The amendments in this update temporarily delay the effective date of the disclosures about troubled debt restructurings in ASU 2010-20 for public entities. The delay is intended to allow the Board time to complete its deliberations on what constitutes a troubled debt restructuring. The effective date of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated. Currently, that guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011.

3.

PLANT AND EQUIPMENT, NET

Plant and equipment consist of the followings:

Depreciation expense for the three months ended March 31, 2011 and 2010 was $133,856 and $112,805, respectively. Out of which, $105,742 and $85,348 were recorded as cost of revenues in the consolidated statement of operations.

4.

ACCRUED LIABILITIES AND OTHER PAYABLES

Accrued liabilities and other payables consist of the followings:  

		March 31, 2011					December 31, 2010
Accrued expenses		$	41,822			$		5,108
Salaries payable			72,111					159,202
Other tax payables			13,917					6,154
		$	127,850			$		170,464

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5.

INCOME TAXES

Beginning January 1, 2008, in the People's Republic of China (PRC) the new Enterprise Income Tax (“EIT”) law replaced the then existing laws for Domestic Enterprises (“DES”) and Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of 25% replaced the 33% rate then applicable to both DES and FIEs. The two years tax exemption and three years 50% tax reduction tax holiday for production-oriented FIEs was eliminated.

Income tax expense for the three months ended March 31, 2011 and 2010 represents PRC current income taxes. From its Chinese operation, the Company recorded income before income taxes up to $40,077 for the three months ended March 31, 2011, and recorded loss before income taxes up to $46,032 for the three months ended March 31, 2010. Income taxes expenses amounted to $31,111 and $11,082 for the three months ended March 31, 2011 and 2010, respectively.

Reconciliation between the statutory PRC EIT rate of 25% and the effective tax rate is as follows:

Although the Company did not have any operating income in the U.S. for the three months ended March 31, 2011 and 2010, respectively, it incurred various general & administrative expenses in the U.S. Accordingly, the Company’s U.S. operations have deferred taxes in the form of net operating losses (“NOLs”). However due to the uncertainty that some or all of the deferred tax assets will not be realized n the coming years, the

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Company recorded a full valuation allowance against its nominal deferred tax assets and thus had no deferred tax on a net basis for the three months ended March 31,2011 and 2010, respectively.

|

	March 31, 2011		_	December 31, 2010
Total Deferred Tax Assets	$	234,182		$	225,649
Less : Valuation Allowance		234,182			225,649
Net Deferred Tax Asset	$	-		$	-

For the three months ended March 31, 2011 and 2010, the Company did not have any interest and penalties associated with tax positions. As of March 31, 2011, the Company did not have any significant unrecognized uncertain tax positions.

6.

RELATED PARTY TRANSACTION

(a)

Related party transaction

For the three months ended March 31, 2011 and 2010, respectively, the Company paid rent charge of zero and $10,164, 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)

Due from related parties

As of March 31, 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 $397,132 and $116,412, respectively, which is unsecured, interest free and due on demand.

The Company recorded long term due from related party at $350,694 and $364,981 as of March 31, 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 per se for this related party loan that is interest free.

(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;

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(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, 2011 and December 31, 2010, 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.

7.

CHINA CONTRIBUTION PLAN

Under the PRC Law, full-time employees of the Company’s PRC subsidiaries and VIEs are entitled to staff welfare benefits including medical care, welfare subsidies, unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan. The Company’s PRC subsidiaries and VIE are required to accrue for these benefits based on certain percentages of the employees’ salaries. The total contributions made for such employee benefits were $41,448 and $23,008 for the three months ended March 31, 2011 and 2010, respectively.

8.

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. The Company appropriated $3,406 and zero to satisfy the requirement for the three months ended March 31, 2011 and 2010, respectively.

9.

CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a)

Major customers and vendors

For the three months ended March 31, 2011 and 2010, there are no customers and vendors who individually accounts for 10% or more of revenues and purchases, respectively. 100% of the Company’s assets were located in the PRC and 100% of the Company’s revenues were derived from customers located in the PRC.

(b)

Credit risk

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

(c)

Exchange rate risk

The reporting currency of the Company is US$, to date the majority of the revenues and costs are

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

(d)

Economic and political risks

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

10.

COMMITMENTS

(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 $14,452and $10,164 for the three months ended March 31, 2011 and 2010, respectively.

As of March 31, 2011, future minimum rent payments due under several non-cancelable operating leases in the next five years are as follow:

Year ending December 31:
2012	$	57,987
2013		57,987
2014		57,987
2014		57,987
2015		57,987
Thereafter		115,974

(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 three months ended march 31, 2011 and 2010, the Company incurred $3,267 and $1,422, respectively.

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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

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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 months ended March 31, 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 March 31, 2011 Compared to the Three Month Period Ended March 31, 2010.

Revenue

During the three months ended March 31, 2011 the Company had revenue of $856,055, as compared to revenue of $497,751 during the three months ended March 31, 2010, an increase of $358,304, or approximately 72%.

Of the $856,055 in revenue generated during the three months ended March 31, 2011, the revenue generated from health management service was $ 690,186 as compared to $425, 686 as of the same period of 2010, an increase of 62%. 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 first quarter of 2011 which resulted in an increase of enterprise clients, which in turn enhanced the Company’s revenue.

Of the $856,055in revenue generated during the three months ended March 31, 2011, the revenue generated from the general treatment services was $165,869, an increase of 130% 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:

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The Company has three major types of customers: (i) Individuals and Members, (ii) Enterprises including Governmental Agencies, and (iii) General Treatment. Each customer type’s proportion of the total revenue generated by the Company for the three months ended March 31, 2011 was 15%, 66% and 19%, 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 March 31, 2011 and 2010

As illustrated above, the Company’s operating revenue from Individuals & Members, Enterprises and General Treatment for the three months ended March 31, 2011 increased by $(102,546), $367,046 and $93,804, or approximately -45%, 186% and 130%, respectively as compared to the same period of  2010.

Cost of Revenues

During the three months ended March 31, 2011, our cost of revenues was $634,678 as compared to costs of revenues of $425,322 for the same period of 2010, an increase of $209,356 of approximately 49%. The increase in cost of revenues for the three months ended March 31, 2011 was primarily attributable to,(i) inspection expense increased by $94,752 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 $51,579 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 $31,634 as a result of the increase of number of the Company’s clients.

Operating Expenses

Our operating expenses for three months ended March 31, 2011 were $164,825, as compared to $120,229 for the three months ended March 31, 2010, an increase of $44,596 by approximately 37%.  This increase was primarily attributable to an increase in general and administrative expenses. The increase of general and administrative expenses was primarily attributable to an increase in travel expense and audit expense.

The following chart illustrates the changes in our operating expenses for the three months ended March 31, 2011, as compared to the same period of 2010:

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Net Profit

We experienced a net profit of $8,966 for the three months ended March 31, 2011 as compared to a net loss of $57,114 during the three months ended March 31, 2010, a change of $66,080, or 116%.  The change was primarily attributable to (i) the increase of revenue experienced by the Company, and (ii) the incremental growth of the Company’s revenue was more significant than the incremental increase in Company’s cost and expense.

Income Tax Expenses

For the three months ended March 31, 2011 the Company experienced an income tax expenses of $31,111 as compared to income tax expenses of $11,082 for the three months ended March 31, 2010, an increase of $20,029, or approximately 181%. 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:

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Current Assets & Total Assets

As of March 31, 2011, our balance sheet reflects that we have total current assets of $1,464,546 as compared to total current assets of $1,249,911 at December 31, 2010, an increase of $214,635 or approximately 17%. As of March 31, 2011, our balance sheet reflects that we have total assets of $3,591,808, as compared to total assets of $3,483,231 at December 31, 2010, an increase of $108,577 or approximately 3%.

Cash and Cash Equivalents.  As of March 31, 2011, our cash and cash equivalents were $183,952 as compared to $609,397 at December 31, 2010, a decrease of $425,445, or approximately 70%.  This decrease was primarily attributable to pay off for goods and other expense.

Accounts Receivable.  As of March 31, 2011, our accounts receivable were $784,892 as compared to accounts receivable of $417,888 at December 31, 2010, an increase of $367,004, or approximately 88%. This increase was attributable to the facts that the Company signed some long-term contacts with enterprise client which were not paid by the end of the quarter ended March 31, 2011.

Inventories.  As of March 31, 2011, we had inventories of $81,667 as compared to inventories of $70,071 as of December 31, 2010, an increase of $11,596, or approximately 17%. The increase in inventories was attributable to the facts that due to the expansion of treatment programs offered by the Company and the increased patient visits experienced by the Company, we enhanced our inventories to ensure that the Company maintained sufficient western medicine and medical materials to match with the current business operations of the Company.

Total Current Liabilities and Total Liabilities

As of March 31, 2011, our balance sheet reflects that we have: i) total current liabilities of $1,264,641 as compared to total current liabilities of $1,150,712 at December 31, 2010, an increase of $113,929 or approximately 10%; and ii) total liabilities of  $2,408,313 as compared to total liabilities of $2,294,384 at December 31, 2010. This increase was primarily attributable to the increase in accounts payables and deferred revenues.

Cash Flow

						Three Months Period Ended                          March 31,
					2011				2010
Net cash provided by operating activities				$	(144,348)			$	72,775
Net cash used in investing activities				$	(17,638)			$	(48,820)
Net cash provided by (used in) financing activities				$	(265,002)			$	53,423
Effect of exchange rate change on cash and cash equivalents				$	1,598			$	77
Net Change in Cash and Cash equivalents				$	(425,390)			$	77,455
Cash and Cash Equivalents, Beginning of Year				$	609,342			$	504,676
Cash and Cash Equivalents End of Year				$	183,952			$	582,131

Net Cash Provided by Operating Activities Net cash used by operating activities for the three months ended March 31, 2011 was $144,348 as compared to net cash provided by operating activities for the three months ended March 31, 2010 of $72,775. This change is primarily attributable to an increase experienced by the Company in accounts receivable.

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Net Cash Used in Investing Activities Net cash used in our investing activities was $17,638 for the three months ended March 31, 2011, as compared to net cash used in investing activities of $$48,820 for the three months ended March 31, 2010, a change of $31,182. The primary reason for the change in net cash used in investing activities for the three months ended March 31, 2010, as compared to the same period in 2010 was due to the fact that the Company bought less plant and equipment in the first quarter of 2011 as compared to the same period of 2010.

Net Cash Provided by Financing Activities Net cash used in our financing activities was $265,002 for the three months ended March 31, 2011, as compared to net cash provided by our financing activities of $53,423 for the three months ended December 31, 2010. The primary reason for the change in net cash provided by financing activities for the three months ended March 31, 2011 as compared to the same period in 2010 was primarily attributable to the repayment 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 three month periods ended March 31, 2011 and 2010:

	Three Month Period ended  March 31,
	2011			2010
Changes in operating assets and liabilities:
Accounts receivable	$(363,909)			$ 107,453
Trade Payables	$ 76,174			$ (5,584)
Deferred Revenue	$ 90,651			$ 14,842

Accounts Receivable Our changes in accounts receivable from $107,453 in March 31, 2010 to $(363,909) in March 31, 2011 was primarily attributable to the fact that less of the Company’s accounts receivable were collected during the three month period ended March 31, 2011, as compared to the same period in 2010.

Trades Payable   Our decrease in trade payable from $(5,584) in March 31, 2010 to $76,174 for the three months ended March 31, 2011 was primarily attributable to the fact that less trade payable was repaid to vendors for medical consumables that the Company purchased.

Deferred Revenue   Our increase in deferred revenue from $ 14,842 in March 31, 2010 to $90,651 in March 31, 2011 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,

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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, 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.

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None.

ITEM 6.

EXHIBITS.

(a)

The following exhibits are filed herewith:

31.1

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

31.2

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

32.1

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

32.2

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CHINA VITUP HEALTH CARE HOLDINGS, INC.

By:  /S/ Feng Gu

Feng Gu, Chief Executive Officer, Director

Date:  May 16, 2011

By:  /S/ Chunxiang Li

Chunxiang Li, Chief Financial Officer, Principal Accounting Officer

Date:  May 16, 2011

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