UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

x  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to _____

CHINA VITUP HEALTH CARE HOLDINGS, INC.

(Exact name of registrant as specified in its charter) 

Nevada	000-52489	45-0552679
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
108-1 Nanshan Road Zhongshan District Dalian, P.R.C.
(Address of principal executive offices)
Registrant’s telephone number, including area code: 86-411-8265-3668

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:    

Common Stock, par value $0.0001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act [ ] Yes [ X ] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

[  ] Yes [ X ] No

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 past 12 months (or for such 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not  contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of the last business day of the registrant’s most recently completed second fiscal quarter. $4,559.344.

As of March 29, 2010, the Company had 15,000,000 shares issued and outstanding.

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PART I

ITEM 1.

BUSINESS.

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, the majority of medical care services throughout the People’s Republic of China (the “PRC”) are provided by government sponsored medical institutions and organizations which are often times overcrowded, under staffed, and under supplied and which are not designed to offer preventative care.  There are a limited number of private institutions providing medical care to PRC citizens, particularly citizens within the middle class.  The Registrant’s goal is to modernize the current healthcare industry in China by providing Chinese citizens with individualized healthcare services and preventative care tailored specifically to their needs at private medical facilities throughout China.  Due to the overcrowding and a high patient to doctor ratio that exists within the state sponsored medical facilities throughout China, the Registrant believes that the rapidly increasing middle class of China is interested in seeking viable alternatives to state sponsored medical facilities.  The Registrant aims to provide these individuals with an alternative to state sponsored medical facilities in the form of highly modern and upscale medical facilities where the Registrant’s clients can go to have their health monitored on a regular basis.

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

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* Information regarding the Officers and Directors of each entity listed above can be found in Item 5, below.

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Business Development & Corporate Structure

Company

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

Wholly-Owned Subsidiaries

China Vitup Healthcare Holdings, Inc.

On November 15, 2006 the Registrant completed the closing under an Agreement for Share Exchange with China Vitup Healthcare Holdings, Inc., (“China Vitup BVI”) a British Virgin Islands corporation, and the shareholders (the “Shareholders”) of China Vitup BVI.  Under the terms of the Agreement for Share Exchange, the Registrant 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 (the “Share Exchange”). Upon completion of the Share Exchange, China Vitup BVI became a wholly owned subsidiary of the Registrant.   China Vitup BVI is a holding company that was established on June 29, 2006 to facilitate the operation of our affiliate medical clinics located in Dalian, China.

Dalian Vitup Management Holdings Co., Ltd.

As a holding company, China Vitup BVI owns 100% of the capital stock of Dalian Vitup Management Holdings Co., Ltd., (“Dalian Vitup Management”) a wholly owned foreign enterprise formed under the laws of the PRC on August 30, 2006.  Dalian Vitup Management is a holding company which was established for the purposes of facilitating the Registrant’s 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 Registrant’s business operations are conducted.  Instead, Dalian Vitup Management controls those entities and their business operations through a series of exclusive contractual agreements which are more fully described below.  The contractual agreements are with the following variable interest entities and individuals: i) Dalian Vitup Healthcare Management Co., Ltd., (“Dalian Vitup Healthcare”) a limited liability company formed under the laws of the PRC on March 4, 2004; ii) Dalian Vitup Healthcare Management Co. Ltd.  Nanshanlu Clinic (fka Dalian Zhongshan Vitup Clinic), a business which was registered as a sole-proprietorship under the laws of the PRC on January 10, 2006; iii) Dalian Vitup Healthcare Management Co. Ltd. Renminlu Clinic, a business which was registered with the PRC in November 2010 (both the Dalian Vitup Healthcare Management Co. Ltd.  Nanshanlu Clinic and the Dalian Vitup Healthcare Management Co. Ltd Renminlu Clinic are collectively referred to as the “Dalian Vitup

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Clinics”); and iv) Shubin Wang and Feng Gu, the sole shareholders of Dalian Vitup Healthcare.

Variable Interest Entities

Dalian Vitup Healthcare

Dalian Vitup Healthcare is a limited liability company that was formed under the laws of the PRC on March 4, 2004 with a registered capital of Renminbi Yuan (“RMB”) 8,000,000 (approximately US $970,756) provided by ShuBin Wang, one of our directors and our majority shareholder.  On March 6, 2004 Dalian Vitup Healthcare began providing medical services to Chinese citizens on an annual basis.  On September 1, 2006, Dalian Vitup Healthcare entered into the contractual agreements, all of which are discussed below, which established it as an operating affiliate of Dalian Vitup Management.

Dalian Vitup Clinics

Dalian Vitup Healthcare Management Co. Ltd. Nanshanlu Clinic

The Dalian Vitup Healthcare Management Co. Ltd. Nanshanlu Clinic (fka Dalian Zhongshan Vitup Clinic) was originally established as a sole proprietorship that was registered under the laws of the PRC on January 10, 2006 with a registered capital of RMB 100,000 (approximately US $12,134), by ShuBin Wang, one of our directors and our majority shareholder; Shubin Wang was the sole proprietor and owner of the Dalian Vitup Clinic. In anticipation of becoming an affiliated entity with a publicly reporting company with the Securities and Exchange Commission, on or around April 1, 2006, Shubin Wang entered into a Shift Contract (the “Shift Contract”), discussed below, with Dalian Vitup Healthcare; the Shift Contract is one of the control agreements established to create our corporate structure.  On September 1, 2006, Shubin Wang, as the sole proprietor of the Dalian Vitup Clinic entered into various other contractual agreements, which, together with the Shift Contract, made the Dalian Vitup Clinic an operating affiliate of Dalian Vitup Management.  As discussed below, on December 30, 2010, Shubin Wang and Dalian Vitup Healthcare entered into a Quitclaim Deed of the Property of Dalian Zhonghan Vitup (“Quitclaim Deed”) pursuant to which Shubin Wang transferred all of the rights of property and interests of the Dalian Zhongshan Vitup Clinic to Dalian Vitup Healthcare, thereby terminating the Shift Contract and making Dalian Vitup Healthcare Management Co. Ltd. Nanshanlu Clinic a wholly-owned subsidiary of Dalian Vitup Healthcare.  The Shift Contract, Quit Claim Deed and the other contractual agreements are discussed below.

Dalian Vitup Healthcare Management Co. Ltd. Renminlu Clinic

The Dalian Vitup Healthcare Management Co. Ltd. Renminlu Clinic was established with the PRC in November 2010 and is a wholly-owned subsidiary of Dalian Vitup Healthcare.  

Contractual Agreements

As noted above, the Registrant does not directly carry on any business operations due to PRC laws and does not have a direct ownership interest in Dalian Vitup Healthcare or the Dalian Vitup Clinics through which business operations are conducted.  However, through a series of contractual arrangements entered into by its wholly-owned subsidiary, the Registrant is able to: i) exert effective control over its PRC operating affiliates; ii) receive all the economic benefits derived from the business operations of its PRC operating affiliates, which in turn flow to the Registrant; and iii) have an exclusive option to purchase all

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or part of the equity interests in Dalian Vitup Healthcare.

The specific contractual agreements that allow the Registrant to exert effective control over its operating affiliates and receive all the economic benefits of the business activities of Dalian Vitup Healthcare and the Dalian Vitup Clinic are as follows: 1) a Loan Agreement; 2) a Share Pledge Contract; 3) an Exclusive Option Contract; 4) a Proxy Agreement; 5) an Amended Consulting Agreement; 6) a Shift Contract; and 7) a Quit Claim Deed (collectively referred to as the “Control Agreements”).  The following is a summary of the Control Agreements:

Loan Agreement

On September 1, 2006 ShuBinWang and Feng Gu entered into the Loan Agreement (“Loan Agreement”) with Dalian Vitup Management for the purpose of implementing the Registrant’s VIE structure.  

Pursuant to the terms of the Loan Agreement:

·

Dalian Vitup Management loaned ShuBin Wang and Feng Gu RMB 8,000,000 (approximately US $970,756).

·

The loan is a non-interest bearing loan that is payable at will by ShuBin Wang and Feng Gu; the term payable at will means the loan does not have a maturity date; The loan is currently outstanding.

·

The term of the Loan Agreement is from the disbursement date of the loan to the date of full repayment of the loan.  Because the loan is payable at will by ShuBin Wang and Feng Gu, the Loan Agreement does not have a specific termination date.  

·

Notwithstanding the foregoing, Dalian Vitup Management may demand full payment on the loan if any of the following events occur: i) ShuBin Wang or Feng Gu are fired or dismissed from Dalian Vitup Management or any of Dalian Vitup Management’s affiliates; ii) either ShuBin Wang or Feng Gu die or become incapacitated; iii) either ShuBin Wang or Feng Gu engage in or are involved in criminal conduct; iv) any third party files a claim against ShuBin Wang or Feng Gu in excess of RMB 100,000 (approximately US $13,215); or v) Dalian Vitup Management chooses to exercise its right to purchase the shares of Dalian Vitup Healthcare pursuant to its rights under the Exclusive Option Contract, which is more fully described below.  Aside from the foregoing, there are no events that would provide Dalian Vitup Management with the authority to demand immediate full repayment of the loan.

·

The loan is secured by ShuBin Wang and Feng Gu’s shares of stock in Dalian Vitup Healthcare through the Share Pledge Contract discussed below.

·

ShuBin Wang and Feng Gu may not, without the prior written consent of Dalian Vitup Management, sell, transfer, mortgage, pledge, dispose of by any other means or place any other secured rights on its shares and interests in Dalian Vitup Health Care.

·

Upon the full repayment of the balance of the loan, ShuBin Wang and Feng Gu are required to transfer 100% of their shares of stock in Dalian Vitup Healthcare, amounting to 100% of the capital stock of Dalian Vitup Healthcare, to Dalian Vitup Management, or a party designated by Dalian Vitup Management, in accordance with the laws of the PRC.

Share Pledge Contract

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The Share Pledge Contract, dated September 1, 2006, is by and among Dalian Vitup Management, ShuBin Wang, Feng Gu, and Dalian Vitup Healthcare. Pursuant to the terms of the Share Pledge Contract:

·

ShuBin Wang and Feng Gu have pledged all of their equity interest in Dalian Vitup Healthcare, which amounts to 100% of Dalian Vitup Healthcare, to Dalian Vitup Management to secure their obligations under the relevant contractual control agreements, including but not limited to, their repayment obligations under the Loan Agreement.

·

ShuBin Wang and Feng Gu have each agreed not to transfer, sell, pledge or otherwise dispose of or create any encumbrance on their equity interest in Dalian Vitup Healthcare without the consent of Dalian Vitup Management.

·

The Share Pledge Contract terminates upon ShuBin Wang and Feng Gu’s fulfillment of their respective obligations under the Loan Agreement. However, as noted above, pursuant to the terms of the Loan Agreement, upon the full repayment of the balance of the loan, ShuBin Wang and Feng Gu are required to transfer 100% of their shares of stock in Dalian Vitup Healthcare, amounting to 100% of the capital stock of Dalian Vitup Healthcare, to Dalian Vitup Management, or a party designated by Dalian Vitup Management, in accordance with the laws of the PRC.

Exclusive Option Contract  

The Exclusive Option Contract, dated September 1, 2006, is by and among Dalian Vitup Management, ShuBin Wang, Feng Gu, and Dalian Vitup Healthcare. Pursuant to the terms of the Exclusive Option Contract:

·

Dalian Vitup Management may, in its sole and absolute discretion, elect to purchase 100% of the stock owned by ShuBin Wang and Feng Gu in Dalian Vitup Healthcare, which amounts to 100% of the capital stock of Dalian Vitup Healthcare.

·

The Exclusive Option Contract provides that the price at which Dalian Vitup Management can purchase all of ShuBin Wang’s and Feng Gu’s interest in Dalian Vitup Healthcare shall be equal to the actual capital contributions that ShuBin Wang and Feng Gu paid for the option shares.  The aggregate capital contributions that ShuBin Wang and Feng Gu have paid for the option shares is US $1,000,000; therefore, the price at which Dalian Vitup Management can purchase all of Mr. Wang’s and Ms. Gu’s interest is US$1,000,000.  There are no current PRC laws in effect that would require any type of appraisal to determine the stock price of the option shares; however, in the event that PRC law were to require an appraisal to determine the stock price of the option shares, the parties agree that the purchase price shall be the lowest price allowed under the applicable laws.

·

Neither ShuBin Wang, Feng Gu, nor Dalian Vitup Healthcare may enter into any transaction that could materially affect Dalian Vitup Healthcare’s assets, liabilities, equity or operations without the prior written consent of Dalian Vitup Management.

·

Neither ShuBin Wang, Feng Gu, nor Dalian Vitup Healthcare will distribute any dividends without the prior written consent of Dalian Vitup Management.

·

Dalian Vitup Management, and/or its designee, has an exclusive option to purchase all of ShuBin Wang and Feng Gu’s interest in Dalian Vitup Healthcare; such interest comprises 100% of the Dalian Vitup Healthcare.

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·

The Exclusive Option Contract terminates upon the fulfillment of ShuBin Wang and Feng Gu’s obligations under the Loan Agreement. However, as noted above, pursuant to the terms of the Loan Agreement, upon the full repayment of the balance of the loan, ShuBin Wang and Feng Gu are required to transfer 100% of their shares of stock in Dalian Vitup Healthcare, amounting to 100% of the capital stock of Dalian Vitup Healthcare, to Dalian Vitup Management, or a party designated by Dalian Vitup Management, in accordance with the laws of the PRC.

Proxy Agreement  

The Proxy Agreement, dated September 1, 2006, is by and among ShuBin Wang, Feng Gu and Dalian Vitup Management.  Pursuant to the terms of the Proxy Agreement:

·

ShuBin Wang and Feng Gu granted Dalian Vitup Management full power and authority regarding any matters that require shareholder action as a result of ShuBin Wang and Feng Gu’s ownership interest in Dalian Vitup Healthcare; ShuBin Wang, the President and Chairman of the Board of Directors of Dalian Vitup Management, has the authority to act on behalf of, and make decisions for, Dalian Vitup Management.

·

The Proxy Agreement terminates upon the repayment of the loan by ShuBin Wang and Feng Gu pursuant to the terms of the Loan Agreement discussed above.

Amended Consulting Agreement

On September 1, 2006, Dalian Vitup Management entered into a Consulting Agreement with Dalian Vitup Healthcare.  The Consulting Agreement was subsequently amended to further clarify Dalian Vitup Management’s right to receive substantially all of the economic interest of Dalian Vitup Healthcare.  The Amended Consulting Agreement, dated July 7, 2008, is by and among Dalian Vitup Management, and Dalian Vitup Healthcare.  Pursuant to the terms of the Amended Consulting Agreement:

·

Dalian Vitup Management will provide exclusive consulting services for Dalian Vitup Healthcare regarding: 1) services relating to health management; 2) services relating to the associate products in health management; 3) staff training; and 4) all other services required by Dalian Vitup Healthcare.  

·

Dalian Vitup Healthcare pays Dalian Vitup Management a quarterly consulting fee of RMB 250,000 (approximately US $34,456).

·

Dalian Vitup Healthcare pays Dalian Vitup Management 90% of the net profit generated by Dalian Vitup Healthcare.

·

Dalian Vitup Healthcare pays Dalian Vitup Management technical services fees computed on an hourly basis for services rendered by Dalian Vitup Management, the pricing of which are determined by mutual agreement of the parties.

·

Subject to certain early termination provisions, the Amended Consulting Agreement is for an indefinite term and shall remain in full force and effect for the entire time period that Dalian Vitup Management remains in business.  Notwithstanding the foregoing: i) Dalian Vitup Healthcare may terminate the Amended Consulting Agreement if Dalian Vitup Management commits a gross fault, fraudulent or other illegal act, or becomes bankrupt; and ii) Dalian Vitup Management may terminate the Amended Consulting Agreement upon 30 days prior notice to Dalian Vitup Healthcare at any time.  

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Dalian Vitup Clinic’s Property Rights and Interests Shift Contract (the “Shift Contract”)

The Shift Contract dated April 1, 2006, is by and among ShuBin Wang and Dalian Vitup Healthcare.  Pursuant to the terms of the Shift Contract:

·

The parties agree and acknowledge that Dalian Vitup Healthcare is the beneficiary of all of titles of the property, rights and interests of The Dalian Vitup Healthcare Management Co. Ltd. Nanshanlu Clinic (fka Dalian Zhongshan Vitup Clinic).

·

The parties agree and acknowledge that the Dalian Vitup Healthcare Management Co. Ltd. Nanshanlu Clinic shall be managed and controlled by Dalian Vitup Healthcare.

·

The parties agree and acknowledge that The Dalian Vitup Healthcare Management Co. Ltd. Nanshanlu Clinic is not an independent entity and that its revenue and income shall be consolidated with the financial statements of Dalian Vitup Healthcare.  

·

The Shift Contract is for an indefinite term and may only be revised or terminated upon the mutual consent of both parties to the Contract.

The Shift contract ensures that Dalian Vitup Healthcare is the beneficiary of all of the property, rights, and interests of the Dalian Vitup Healthcare Management Co. Ltd. Nanshanlu Clinic (fka Dalian Zhongshan Vitup Clinic), of which Shubin Wang is the sole owner.  Dalian Vitup Healthcare is relying upon the Shift Contract as the mechanism through which it will be entitled to control the operations of the Dalian Vitup Healthcare Management Co. Ltd. Nanshanlu Clinic and to receive all the economic benefits of the business operations of the Dalian Vitup Healthcare Management Co. Ltd. Nanshanlu Clinic.  We believe no proxy agreement or option agreement is necessary because ShuBin Wang, as sole owner of the Dalian Vitup Healthcare Management Co. Ltd. Nanshanlu Clinic, has “shifted” all the clinic’s property, rights and interests to Dalian Vitup Healthcare pursuant to the terms of the Shift Contract.  We believe no consulting agreement requiring payment of consulting fees is required because, in accordance with the terms of Shift Contract, the parties have acknowledged that Dalian Vitup Healthcare Management Co. Ltd. Nanshanlu Clinic is not an independent entity and that its revenue and income are to be considered with Dalian Vitup Healthcare.  The other control agreements, discussed above, provide Dalian Vitup Management with control over Dalian Vitup Healthcare.  

Ouitclaim Deed of the property of Dalian Zhongshan Vitup

On  December 30, 2010, ShuBin Wang and Dalian Vitup Healthcare executed a Quitclaim Deed of the Property of Dalian Zhonghan Vitup (“Quitclaim Deed”) pursuant to which Shubin Wang transferred all of the rights of property and interests  of the Dalian Zhongshan Vitup Clinic to Dalian Vitup Healthcare, thereby terminating the Shift Contract.  Pursuant to the Quitclaim Deed, Dalian Vitup Healthcare Management Co. Ltd. Nanshanlu Clinic is now a wholly-owned subsidiary of Dalian Vitup Healthcare.

The foregoing description of the Control Agreements is qualified in its entirety by reference to the Loan Agreement, Share Pledge Contract, Exclusive Option Contract, and Proxy Agreement which were filed as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, to the Company’s Form 10 filed with the Securities and Exchange Commission on May 1, 2008, and are herein incorporated by reference, and the Amended Consulting Agreement, and Shift Contract, which were filed as Exhibits  10.14 and 10.6, respectively, to the Company’s Amendment No. 1 on Form 10/A with the Securities and Exchange Commission on July 23, 2008 and are herein incorporated by reference, and the Quitclaim Deed which is filed as Exhibit 10.19 to this Form 10-KA and is herein incorporated by reference.

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The Registrant believes that: (i) its corporate structure is in compliance with existing PRC Laws and regulations regarding foreign investment in the PRC medical industry; (ii) the contractual arrangements among Dalian Vitup Management, Dalian Vitup Healthcare, Dalian Vitup Clinics, ShuBin Wang and Feng Gu are valid, binding and enforceable and will not result in any violation of PRC laws or regulations currently in effect; and (iii) the business operations described herein are in compliance with existing PRC laws and regulations in all material respects.  However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations.  Accordingly, there can be no assurance that the PRC regulatory authorities will not in the future take a view that is contrary to the current opinion about the legality of our corporate structure.  Furthermore, if the PRC government finds the agreements that establish the structure for operating our medical services business do not comply with PRC government restrictions on foreign investment in medical institutes, we could be subject to penalties.

Business of Issuer

As noted above, the Registrant is not an operating business.  All of the business operations of the Registrant are conducted through its wholly-owned subsidiaries and its operating affiliates.  As used in this Form 10-K, unless otherwise specifically noted, from this point forward all references to the “Company,” “we,” “our” and “us” refer to the Registrant, and its wholly owned subsidiaries, China Vitup BVI and Dalian Vitup Management.   All references to “operating affiliate” unless otherwise specifically noted, collectively refers to Dalian Vitup Healthcare and the Dalian Vitup Clinics.  

Currently, the majority of medical care services throughout the PRC are provided by government sponsored medical institutions and organizations which are often times overcrowded, under staffed, and under supplied.  Consequently, there are a limited number of private institutions providing medical care to PRC citizens, particularly citizens within the middle class.  The Company’s goal is to modernize the current healthcare industry in China by providing Chinese citizens with individualized healthcare services tailored specifically to their needs at private medical facilities throughout China.  Due to the overcrowding and high patient to doctor ratio that exists within the state sponsored medical facilities throughout China, we believe that the rapidly increasing middle class of China is interested in seeking viable alternatives to state sponsored medical facilities.  Through our operating affiliates, the Company aims to provide these individuals with an alternative to state sponsored medical facilities in the form of highly modern and upscale medical facilities where their clients can go to have their health monitored on a regular basis.

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 affiliate assists its patients in maintaining a healthy status by comprehensively monitoring, analyzing and evaluating the patients and by predicting various risk factors that affect the health and well being of its patients.  In many instances, 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.  

Our operating affiliates’ primary technique for evaluating and monitoring the health of its patients is through the implementation of its four-dimensional checkup model (the “Model”).  The Model consists

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of a blend of standard western medical checkup procedures, psychological evaluations, traditional Chinese medical consultations, and life style evaluations. The western aspect of the Model utilizes standard western medical procedures to evaluate and monitor the health of patients, including, but not limited to, the following checkup procedures: tumor screening, blood testing, ultra sound examinations, ophthalmic inspection, and oral cavity checkups.  In addition to the western aspect of the Model, our operating affiliates perform comprehensive psychological tests on its patients to assist them in determining life orientation and career choices.  The traditional Chinese medical aspect of the Model focuses on the utilization of standard Chinese medical methods to evaluate a patient’s health. Standard Chinese medical methods focus on a medical approach of monitoring and palpating the patient’s body to diagnose potential health problems that a patient may have, as well as prescribing herbal medications to address any health problems that a patient is experiencing. The final component of the Model is the nutritional evaluation.  Our operating affiliates use various advanced technologies to analyze a patients’ body composition and ultimately establish nutritional programs geared towards the prevention of potential health problems.

Currently, the Dalian Vitup Healthcare Management Co. Ltd. Nanshanlu Clinic operates a 24,200 square foot medical clinic and pharmacy in Dalian, China, and a mobile medical clinic which is based out of the medical facility located in Dalian.  In conjunction with its medical facilities, our operating affiliate operates a 24 hour emergency medical hotline.  Through this service clients may call in for 24 hour assistance regarding any of their medical issues. Dalian Vitup Healthcare Management Co. Ltd. Renminlu Clinic operates a 1,800 square foot clinic in the Residences Building of the Dalian Shangri-La Hotel Co., Ltd. located in Dalian, China.  The Dalian Vitup Healthcare Management Co. Ltd. Renminlu Clinic primarily provides high quality healthcare services to foreigners who work and stay in China. The staff of the Dalian Vitup Healthcare Management Co. Ltd. Renminlu Clinic provides medical services in different languages including Chinese, English and Japanese.  Additionally, as noted above, our operating affiliates, Dalian Vitup Clinics, operate a referral program through which it refers our existing patients to domestic hospitals in the event they are in need of medical services which are not provided by the operating affiliate.  

The Company has cooperative arrangements with several hospitals located throughout Beijing for the referral of patients who are in need of medical services which are not provided by the Company at its medical clinic.  In order to establish a cooperative relationship with a hospital, the Company executes a standard Cooperation Agreement which provides that: i) the hospital will provide high quality medical services to the Company’s clients; ii) the Company will provide all relevant medical information regarding the Company’s client to the hospital, which the hospital will keep confidential; and; iii) the Company will, based upon the fee-charging standard approved by the State, take responsibility for the payment of medical service expenses incurred by its client whom it referred to the hospital.  Each Cooperation Agreement is valid for a term of three years and may be extended through negotiation of the parties to the Cooperation Agreement.  The foregoing description of the Company’s standard Cooperation Agreement is qualified in its entirety by reference to the Cooperative Agreement which was filed as Exhibit 10.7 to the Company’s Form 10 filed with the Securities and Exchange Commission on May 1, 2008, and is herein incorporated by reference.  In addition to the cooperative arrangement with hospitals located in China, the Company has cooperative arrangements with several international hospitals located in Japan for the referral of the Company’s patients.  The Company’s international referral program is another service that the Company, through its operating affiliates, Dalian Vitup Clinics, provides to its patients.  Through the referral program, the Dalian Vitup Clinics may refer patients to different international medical facilities to ensure that patients receive all necessary medical treatment.  The international referral program is not a material part of the Company’s business operations; rather, it is an additional service that the Company is able to provide

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through its operating affiliates to its patients to ensure that all of their medical needs are satisfied.

Additionally, our operating affiliates plan on developing referral based strategic alliances through close relationships with individuals in Japan, the United Kingdom, and Canada. These strategic alliances will be designed to assist the Company and its operating affiliate with the acquisition and importation of medical equipment and products.   The purpose of these alliances will be to facilitate our operating affiliates’ international patient referral program and promote the Company’s brand name to international businesses operating within the PRC.  Neither the Company nor its operating affiliates have rendered any referral services over the last two years.  We anticipate that the strategic alliances that we plan to enter into will facilitate the Company’s knowledge and understanding regarding current trends and advancements with medical equipment and products.   It is anticipated that the information garnered through these alliances with help influence the Company’s decision on what medical equipment and products it will seek to acquire and have delivered to its offices in China.  Furthermore in accessing what medical equipment and products to pursue, the Company will then take into consideration the domestic market and its customers’ needs. Moreover, if the Company’s customers have the need of medical treatment which can not be satisfied by domestic hospitals, or if the Company’s customers are abroad and need medical help, the Company anticipates utilizing strategic alliances to refer the customers to other hospitals located in foreign countries.

As noted above, the private healthcare industry is a small, but expanding, area of business in the PRC.  We believe that we will be able to fill an existing void in the PRC healthcare system by offering preventative care and providing the citizens of the PRC with an alternative to state sponsored medical facilities for their regular medical checkups.  Furthermore, by establishing relationships with existing health care facilities, we will be able to effectively and efficiently refer our patients to more advanced treatment centers to accommodate all of our patients’ medical needs.

Within the next three years, our objective is to establish additional medical clinics throughout China through which we are able to provide high quality medical care to Chinese citizens.  We currently have plans to establish affiliate medical clinics in the following cities, in the following order: 1) Beijing; 2) Shenyang; 3) Dalian Development Zone. At the proper time, we are going to copy our business model quickly and open more new clinics in economically well developed cities all around China.

To facilitate our growth strategy, we have established a corporate headquarters and management team in Beijing to make the necessary preparations for the establishment of the additional affiliate medical facilities throughout China.  The management team will work to establish standards for all of our facilities and to create and implement a unified employee orientation and training program.  The management team located in Beijing will supervise the development of all additional facilities.  

Customers and Marketing

Customers

Due to the overcrowding and high patient to doctor ratios that exist within the state sponsored medical facilities throughout China, we believe that the rapidly increasing middle class of China is interested in seeking viable alternatives to state sponsored medical facilities.  We aim to provide these individuals with an alternative to state sponsored medical facilities in the form of highly modern and upscale medical facilities where their clients can go to have their health monitored on a regular basis.  

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Additionally, we aim to establish a venue whereby Chinese citizens can establish and maintain lasting relationships with primary care physicians.

Our operating affiliate’s current customers, all of whom are discussed in detail below, are composed mainly of the following: i) Enterprises; ii) Government Agencies; iii) Financial Agencies & Insurance Companies; iv) Members; and v) Individuals.

Enterprises

  

Our operating affiliates have established relationships with over thirty different business enterprises in China, both national and international.  These enterprises have enlisted the services of our operating affiliate to have it provide health checkups for the enterprises’ employees.  As we expand, we intend to solidify existing relationships between our customers and our operating affiliates, as well as establish new relationships, with other business enterprises in an effort to provide for the healthcare needs of business enterprises throughout China.  

Government Agencies

A significant percentage of civil servants in China are required to have annual routine health checkups. Our operating affiliates have established relationships with various’ governmental agencies through which the agencies have agreed to designate our operating affiliate as the medical checkup institute to perform the annual exams on the respective agencies’ employees. The government agencies pay an annual fee for this service.  Our operating affiliates currently have approximately 40 governmental agencies that it works with.

Financial Agencies & Insurance Companies  

Our operating affiliates cooperate with various financial agencies and life insurance companies to provide the standard health checkup the financial agencies’ employees and potential life insurance candidates must undergo.  The financial agencies and insurance companies pay all of the checkup expenses.  These expenses are paid on a case-by-case basis at the time the checkup is performed.

Members  

Members are identified as patients who have enlisted the services of our operating affiliate to monitor their health for a prolonged period. The Members pay a flat fee which entitles the Members to access to our operating affiliates’ medical services for a prescribed period, including an annual check-up.  Our operating affiliate has identified Members as one of its most lucrative potential client bases.  As such, our operating affiliate intends to focus significant efforts in rapidly increasing the number of Members.  

As of July 1, 2008 our operating affiliate, Dalian Vitup Healthcare Management Co. Ltd. Nanshanlu Clinic (fka Dalian Zhongshan Vitup Clinic), began to offer the following types of membership packages: (1) The Gold Package – The Gold Package entitles the Member to medical services and health monitoring for a period of one year at an price of 100,000 RMB (approximately US $14,562); this package provides members with annual health check-ups and priority access to our operating affiliate’s facilities and medical staff over members who participate in the Silver Package discussed below; and (2) The Silver Package – The Silver Package entitles the Member to medical services and health monitoring for a period

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of one year at a price of 20,000 RMB (approximately US $2,912.00); this package provides members with annual health check-ups and access to our operating affiliates’ facilities and medical staff.  The major difference between each of the foregoing packages is the amount and frequency of medical services provided to the different types of members.  For example, under the Gold Package, a member is entitled to 4 personalized health checkups during the course of the year, while the member who subscribes to the Silver Package is entitled to 1 personalized health checkup during the year.  Additional differences are as follows: i) under the Gold Package a member is afforded 24 hour access to our operating affiliate’s consultation service and is entitled to 13 house visits by our operating affiliate’s physicians; ii) under the Silver Package a member is afforded access to our operating affiliate’s consultation service during business hours, and is entitled to 3 house visits by our operating affiliate’s physicians.  As noted above, the major difference between the two packages is the amount and frequency of medical services provided to the different types of members.

Individuals

Individuals are classified as patients who have come to the clinic for a one-time health checkup.  Our operating affiliates offer a variety of Individual Checkup Packages depending upon the Individual’s age. Currently, approximately 7,424 individuals have participated in a one-time checkup.

Percentage of Revenue Attributable to Each Customer Type for Fiscal Years Ended 2009 and 2010

For the fiscal period that ended December 31, 2009, the foregoing customers accounted for the following percentages of the Company’s revenue from its business operations conducted at its affiliate medical clinics located in Dalian: Individuals and Members – 38%; Enterprises – 56% and General Treatment – 6%.

For the fiscal period that ended December 31, 2010, the foregoing customers accounted for the following percentages of the Company’s revenue from its business operations conducted at its affiliate medical clinics located in Dalian: Individuals and Members – 22%; Enterprises – 58% and General Treatment – 20%.

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 fiscal years ended 2010 and 2009.

Marketing

The Company intends to promote and market its brand name and services offered at its affiliate clinic in Dalian, as well as its future clinics through: 1) billboard advertisements on major arterial roads; 2)

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television advertisements; 3) newspaper and print advertisements; 4) electronic advertisements on the internet and the Company’s website; 5) large public events promoting the various clinics and services that are offered; 6) distribution of promotional literature promoting and advertising the clinics; and 7) and foreign advertising.

Competition

Currently, the majority of medical care services throughout the PRC are provided by government owned medical institutions and organizations which are often times overcrowded, under staffed, and under supplied.  Consequently, there are a limited number of private institutions providing medical care to PRC citizens, particularly citizens within the middle class.  The Company’s goal is to modernize the current healthcare industry in China by providing Chinese citizens with individualized healthcare services tailored specifically to their needs at private medical facilities throughout China.  

As noted above, the Company’s only affiliated operational medical clinic is located in the city of Dalian.  Currently, within the four districts of Dalian there are 12 state sponsored hospitals and one state sponsored medical check-up facility.  With the exception of our affiliate clinic in Dalian, there are no other private medical facilities in the city.

Intellectual Property

The Company does not own any trademarks or patents on any of the products that its operating affiliates sell, or methods that these operating affiliates utilize in their medical clinics.  There may be patents issued or pending that are held by others and cover significant parts of our business methods or services. We cannot be certain that our products or business methods do not or will not infringe on any valid patents, copyrights or other intellectual property rights held by third parties. We may be subject to legal proceedings and claims, from time to time, relating to the intellectual property of others in the ordinary course of our business.

In addition, we may license products or technology from third parties. The market is evolving and we may need to license additional products or technologies to remain competitive. We may not be able to license these products or technologies on commercially reasonable terms or at all. In addition, we may fail to successfully integrate any licensed technology or products into our services. Our inability to obtain any of these licenses could delay our business development until alternative technologies can be identified, licensed and integrated.

Governmental Regulations

Our operations are subject to and affected by various PRC state and local laws and regulations.  These laws and regulations include those related to the areas of healthcare, medicine, and foreign investment in medical institutions within China.  In particular, our operations are subject to the provisions and regulations under: i) Regulation On Administration of Medical Institutions (the “Regulation”), established in September 1, 1994; ii) Detailed Rules For Implementation of the Regulation On Administration of Medical Institutions (the “Rules”), established in September 1, 1994; and iii) Interim Measures for the Administration of Sino-Foreign Equity Joint and Cooperative Joint Medical Institutions (the “Interim Measures”), established in July 1, 2000.  The following discussion provides an overview of the foregoing regulations and the impact they have on our business.    

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Regulation On Administration of Medical Institutions & Detailed Rules For Implementation of the Regulation On Administration of Medical Institutions

The Regulation On Administration of Medical Institutions & the Detailed Rules For Implementation of the Regulation On Administration of Medical Institutions were collectively established by the PRC government for the purpose of strengthening the administration of medical institutions within China and for promoting the development of medical and public health services in China.  Pursuant to the terms of the Regulation, and the accompanying Rules which were promulgated thereunder, prior to engaging in its business operations, Dalian Vitup Healthcare was required to apply for and obtain an “Approval Certificate for the Establishment of Medical Institution,” from the Public Health Administrative Department of Local People’s Government above county level (the “Public Health Department”).  Additionally, prior to engaging in the business of providing medical services, Dalian Vitup Healthcare was required to obtain from the Public Health Department a “Practice License of Medical Institution.”

Currently, pursuant to the Regulation and the Rules, the business operations of Dalian Vitup Healthcare are subject to the supervision of the Public Health Department.  In the event that the Public Health Department determines that Dalian Vitup Healthcare’s business operations are not in compliance with either the Regulations or the Rules, Dalian Vitup Healthcare could be subject to penalties.  The penalties include, but are not limited to: i) a penalty if Dalian Vitup Healthcare failed to operate with a valid “Practice License of Medical Institution,” which could result in a fine of up to RMB 3,000 (US $424); ii) a penalty if Dalian Vitup Healthcare were to sell, lend, or transfer its “Practice License of Medical Institution, which could result in a monetary fine of up to RMB 3,000 (US $424); or iii) a penalty if the Dalian Vitup Healthcare were to employ an individual who did not have the requisite qualification certificate of public health technique, which could result in a monetary fine of up to RMB 3,000 (US $424).

Any future medical clinics that we establish will be required to comply with all of the foregoing governmental regulations. Failure to comply with PRC governmental regulations could materially and adversely affect our business and operation and may substantially increase the cost of providing our services.

Interim Measures for the Administration of Sino-Foreign Equity Joint and Cooperative Joint Medical Institutions    

The Interim Measures for the Administration of Sino-Foreign Equity Joint and Cooperative Joint Medical Institutions were established by the PRC government in July, 2000, for the express purpose of enhancing the administration of Chinese – foreign joint equity ventures and cooperative medical institutions, and promoting the development of the medical industry within China. The Interim Measures are supervised by the Ministry of Health and the Ministry of Foreign Trade and Economic Cooperation (“MOFTEC”) and are administered by an Administrative Department of Health at the municipal level.  The Interim Measures establish the protocols and procedures for the implementation of either a Chinese-foreign joint venture or a cooperative medical institution.  Pursuant to the Interim Measures, any party seeking to establish either a Chinese-foreign joint venture or cooperative medical institution must go through the application process set forth in the Interim Measures, and must ultimately obtain approval from the Ministry of Health and MOFTEC for the contemplated joint venture.  Once the joint venture is approved, the joint venture is subject to both the Regulation On Administration of Medical Institutions & the Detailed Rules For Implementation of the Regulation On Administration of Medical Institutions, discussed above.  Dalian Vitup Healthcare received the approval required under the Interim Measures for the Administration

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of Sino-Foreign Equity Joint and Cooperative Joint Medical Institutions on April 1, 2004.

Employees

The Company and its operating affiliates currently have one hundred and seven (107) full-time employees.  Forty-five (45) of the current employees hold medical degrees from universities throughout China.

Reports to Security Holders

We are subject to the informational requirements of the Securities Exchange Act of 1934 which requires us to file reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information may be inspected at public reference facilities of the SEC at 100 F Street, NE, Room 1580, Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at 100 F Street, NE, Room 1580, Washington, D.C. 20549 at prescribed rates. The public could obtain information on the operation of the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330.  Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC's Internet website at http://www.sec.gov.

ITEM 1A. RISK FACTORS.

Not Applicable

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not Applicable

ITEM 2.

 PROPERTIES.

Medical Clinics

On January 12, 2004, the Registrant’s operating affiliate, Dalian Vitup Healthcare entered into a House Lease Agreement with Shubin Wang for the lease of a portion of the premises housing its medical clinic. Pursuant to the terms of the House Lease Agreement, Dalian Vitup Healthcare leased a portion of the property located at No. 108-1, 108-2, Nanshan Road, Zhongshan District, Dalian for a period of 15 years at an initial annual rental rate of RMB 100,000 (approximately US$13,835.30). Pursuant to the terms of the House Lease Agreement, the lease is for a term of 15 years, the lease is not cancelable, and the annual rental rate will be adjusted every two years through consultation between the parties.  Additionally, under the House Lease Agreement, Dalian Vitup Healthcare is responsible for the payment of all taxes, expenses and other relevant charges arising out their occupation of the leased premises.  A copy of the House Lease Agreement was filed as Exhibit 10.8 to the Company’s Form 10 filed with the Securities and Exchange Commission on May 1, 2008, and is herein incorporated by reference.   On March 12, 2006, the parties agreed to adjust the annual rental rate in the House Lease Agreement to RMB 348,000 (approximately US$49,983.40), effective April 2006.  A copy of the Supplemental House Lease Agreement with the information relating to the adjustment of the annual rental rate was filed as Exhibit 10.15 to the report on Form 10-K filed with the SEC on April 15, 2009, and is herein incorporated by reference.   

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On August 15, 2006, Dalian Vitup Management entered into a House Lease Agreement with Shubin Wang for the lease of office space.  Pursuant to the terms of the House Lease Agreement, Dalian Vitup Management leased a portion of the property located at No. 108-1, 108-2, Nanshan Road, Zhongshan District, Dalian for a period of 20 years at an annual rental rate of RMB 5,800 (approximately US$833).  Pursuant to the terms of the House Lease Agreement, the lease is not cancelable, and the annual rental rate will be adjusted every two years through consultation between the parties.  Additionally, under the House Lease Agreement, Dalian Vitup Management is responsible for the payment of all taxes, expenses and other relevant charges arising out their occupation of the leased premises.  The foregoing description of the House Lease Agreement is qualified in its entirety by reference to the House Lease Agreement which is filed as Exhibit 10.16 to the report on Form 10-K filed with the SEC on April 15, 2009, and is herein incorporated by reference.

 

On June 10, 2010, Dalian Vitup Healthcare Management Co. Ltd. entered into a House Lease Agreement with Dalian Shangri-La hotel Co. Ltd. for the lease of Dalian Vitup Healthcare Management Co., Ltd. Renminlu Clinic’s operating place. Pursuant to the terms of the House Lease Agreement, Dalian Vitup Healthcare Management Co. Ltd. leased a portion of the property located at No. 66, Renmin Road, Zhongshan District, Dalian for a period of 3 years at an annual rental of RMB 420,000 (approximately US$62,131). Under the House Lease Agreement, Dalian Vitup Management Co. Ltd. is responsible for the payment of all taxes, expenses and other relevant charges arising from the occupation of the leased premises.

Mobile Medical Check-up Facility

Our operating affiliate operates a mobile medical check-up facility which is based at its facility in Dalian.  The mobile medical facility is located in a converted passenger bus and is designed to provide the Company with the ability to offer its medical check-up services on-site at its various customers’ business operations and factories.  The mobile clinic contains a variety of modern medical equipment.

Equipment

Within our medical clinic and mobile medical facilities, our operating affiliates own and utilize a variety of modern medical devices for diagnosis and treatment, including, but not limited to: a) a Quantum Resonance Spectrometer; b) an Acuson Aspen Siemens Color Ultrasound System; c) an Osteospace; d) a Body Composition Analyzer; e) a Blood Lead Detector; f) a Remote Control X-Ray System; g) an Automatic Biochemical Analyzer; and h) a Japanese Full Automatic Blood Cell Counter.  

ITEM 3.

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 4.

(REMOVED AND RESERVED)

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PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

The Registrant's common stock is approved for quotation on the Over the Counter Bulletin Board under the symbol CVPH.  However, there is no established or liquid trading market for the Company’s shares because very limited, if any, trading has occurred with the Company’s common stock over the last two fiscal years.  The Registrant currently has 15,000,000 shares of common stock issued and outstanding.

The following table sets forth the approximate high and low bid prices of our common stock (USD) for the last two fiscal years and subsequent interim periods, as reported by the National Quotation Bureau and represents inter dealer quotations, without retail mark-up, mark-down or commission and may not be reflective of actual transactions:

Holders

The Registrant currently has 15,000,000 shares of common stock issued and outstanding.  As of December 31, 2010, the Registrant’s stock was owned by approximately 40 holders of record.  

Dividends  

The Company has not declared or paid any cash dividends on its common stock during the fiscal years ended December 31, 2010 or 2009.  There are no restrictions on the common stock that limit the ability of us to pay dividends if declared by the Board of Directors and  the loan agreements and general security agreements covering the Company’s assets do not limit its ability to pay dividends.  The holders of common stock are entitled to receive dividends when and if declared by the Board of Directors, out of funds legally available therefore and to share pro-rata in any distribution to the stockholders. Generally, the Company is not able to pay dividends if after payment of the dividends, it would be unable to pay its liabilities as they become due or if the value of the Company’s assets, after payment of the liabilities, is less than the aggregate of the Company’s liabilities and stated capital of all classes.

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Equity Compensation Plan

We do not have an equity compensation plan.

 

ITEM 6.

 SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, 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," "WILL," "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. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-K AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

Overview

China Vitup Health Care Holdings, Inc., a Nevada corporation is a holding company which, through its wholly-owned subsidiaries and operating affiliates, is engaged in the business of providing healthcare services to customers in China.  Presently, the Registrant has an affiliate relationship with a 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 affiliate both monitors the health of its patients through regularly scheduled check-ups, and works to diagnose its patients’ different ailments and establish appropriate treatment procedures for such ailments.  Since the facilities in Dalian are primarily a preventative care facilities patients who require medical treatment which is more than preventative in nature are referred to hospitals and other health facilities.

Our operating affiliate offers integrated health management services designed specifically for the

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

Within the next three years, it is our objective is to establish an additional three 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 fiscal years ended December 31, 2010 and 2009.  The following discussion should be read in conjunction with the Financial Statements and related Notes appearing elsewhere in this Form 10-K.

Our financial statements are stated in US Dollars and are prepared in accordance with generally accepted accounting principals of the United States (“GAAP”).

Results of Operations for the Fiscal Year Ended December 31, 2010 Compared to the Fiscal Year Ended December 31, 2009

Revenues  

During the fiscal year ended December 31, 2010, the Company had total operating revenue in the amount of $3,093,224.  Of this $2,463,188 was directly attributable to revenue generated from the Company’s healthcare management service, and $630,036 was attributable to the Company’s Chinese medical service.  

During the fiscal year ended December 31, 2009, the Company had total operating revenue in the amount of $2,411,043.  Of this $2,271,236 was directly attributable to revenue generated from the Company’s healthcare management service, and $139,807 was attributable to the Company’s Chinese medical service.  

The increase in total operating revenue from 2009 to 2010 was primarily due to the increase in the number of enterprises customers and general treatment. The increase in enterprises customers was primarily attributable to promotional efforts from the Company’s marketing department. The increase in general treatment was primarily attributable to treatment service form the clinic.

 There are three major types of customers: Individuals and Members, Enterprises including Government Agencies, and General Treatment. For different type of customers, there is different unit price. Each type’s proportion of the total is 22%, 58%and 20%, respectively.

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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 fiscal years ended December 31, 2010 and 2009:

The Company’s operating revenue from Enterprises and General Treatment for the fiscal year ended December 31, 2010 increased by $443,920 and $490,229, or approximately 33% and 351%, respectively, as compared to the fiscal year ended December 31, 2009.

 

             The following chart illustrates the changes in our revenue generated by our health management service and Chinese medical service for the fiscal year ended December 31, 2010, as compared to the fiscal year ended December 31, 2009:

Cost of Revenue

The cost of revenue for the fiscal year ended December 31, 2010 was $1,877,186 as compared to $1,299,275 for the fiscal year ended December 31, 2009.  The increase in cost of revenue was attributable to several factors including an increase of approximately $319,683 in staff salaries and related employee expenses, an increase of approximately $174,642 in depreciation, an increase in the cost of medical consumables of approximately $117,550.

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Operating Expenses  

Our operating expenses for the fiscal year ended December 31, 2010 were $1,119,957.  Of this, $384,575 was allocated to depreciation, $649,225 was used in general and administrative expenses and $86,157 was used for rental expense.  

Our operating expenses for the fiscal year ended December 31, 2009 were $982,763.  Of this, $153,773 was allocated to depreciation, $777,272 was used in general and administrative expenses, and $51,718 was used for rental expense.

The increase in our aggregate operating expenses from 2009 to 2010 was mainly due to the increase in depreciation expenses from $153,773 to $384,575 in 2010. The increase was primarily attributable to the increase in plant and equipment.

 The following chart illustrates the changes in our operating expenses for the fiscal year ended December 31, 2010, as compared to the fiscal year ended December 31, 2009:

Net Income  

Net loss for the fiscal year ended December 31, 2010 was $26,755 as compared to net income of $52,274 for the fiscal year ended December 31, 2009, a decrease of $79,029, or approximately 151 %. The decrease in net income was attributable to the following reasons: i) cost of revenue increased by $577,911, or approximately 44%; ii) operating expenses increased by $137,194, or approximately 14 %.

Income Tax Expense

The Company’s income tax expense for the fiscal year ended December 31, 2010 was $92,671, as compared to $77,483 for the fiscal year ended December 31, 2009.  The increase was mainly attributable to the change of tax policy in 2010.  The following chart illustrates the changes in our Income Tax Expense for the fiscal year ended December 31, 2010, as compared to the fiscal year ended December 31, 2009:

Liquidity and Capital Resources

As noted above, within the next three years, it is our objective to establish an additional three medical clinics in China through which we are able to provide high quality medical care to Chinese citizens.

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 We will model our clinics after the clinic that we currently operate in Dalian.  We anticipate establishing affiliate medical clinics in the following cities, in the following order: 1) Beijing; 2) Shenyang; 3) Dalian Development Zone.  We estimate that it will cost approximately $5,000,000 to open each new facility.  The costs associated with the opening of each clinic will ultimately depend upon the location of the clinic.  We anticipate that the funding for the clinics will come from equity sales and private funding from Mr. ShuBin Wang, one of our directors, and Feng Gu, our Chief Executive Officer. The cost of each clinic will depend on the location of each facility.

Currently, we have limited operating capital.  We expect that our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and the revenues generated from our business operations alone may not be sufficient to fund our operations or planned growth.  We will likely require additional capital to continue to operate our business, and to further expand our business.  We may be unable to obtain additional capital required.   Our inability to raise additional funds when required may have a negative impact on our operations, business development and financial results.

  

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

Total Current Assets & Total Assets

As of December 31, 2010 our audited balance sheet reflects that we have: i) total current assets of $1,249,911, as compared to total current assets of $857,252 at December 31, 2009; and ii) total assets of $3,483,231 as of December 31, 2010 compared to total assets of $2,914,993 as of December 31, 2009, an increase of $568,238, or approximately 19%.  The increase in the Company’s total assets from December 31, 2009 to December 31, 2010 was primarily attributable to: i) changes in the Company’s cash and cash equivalents;  ii) an increase in accounts receivable; and iii) an increase in plant and equipment

Cash and Cash Equivalents. As of December 31, 2010, our balance sheet reflects that we have cash and cash equivalents of $609,397 as compared to $504,676 at December 31, 2009, an increase of $104,721, or approximately 21%. The increase in the Company’s cash and cash equivalents from December 31, 2009 to December 31, 2010 was primarily attributable to the receipt from customers.

Accounts Receivable: As of December 31, 2010, our balance sheet reflects that we have accounts receivable of $417,888 as compared to $277,181 at December 31, 2009, an increase of $140,707, or approximately 51%. The increase in the Company’s accounts receivable from December 31, 2009 to December 31, 2010 was primarily attributable to increase of enterprises customers.

Plant and Equipment. As of December 31, 2010, our balance sheet reflects that we have plant and equipment of $1,868,339 as compared to $1,710,548 at December 31, 2009, an increase of $157,791, or approximately 9%. The increase in the Company’s plant and equipment from December 31, 2009 to December 31, 2010 was attributable to the fact that the Company purchased additional equipment in 2010.

Total Current Liabilities

As of December 31, 2010, our audited balance sheet reflects that we have total current liabilities of $1,150,712, compared to total current liabilities of $640,701 at December 31, 2009, an increase of $510,011, or approximately 80%.  The increase in the Company’s total current liabilities from December

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31, 2009 to December 31, 2010 was primarily attributable to an increase in account payable.  As of December 31, 2010, our audited balance sheet reflects that we have account payable of $641,836, as compared to $229,136 as of December 31, 2009.  

Cash Flow

A summary of our cash flows for the fiscal year ended December 31, 2010 and 2009 is as follows:

Year Ended December 31, 2010 and 2009

			Year Ended December 31,
			2010			2009
Net cash provided by operating activities		$	1,058,087		$	605,015
Net cash used in investing activities		$	(659,270)		$	(1,204,560)
Net cash provided by (used in) financing activities		$	(315,046)		$	707,444
Effect of exchange rate change on cash and cash equivalents		$	20,950		$	1,621
Net Change in Cash and Cash Equivalents		$	104,722		$	109,520
Cash and Cash Equivalents, Beginning of Year		$	504,676		$	395,156
Cash and Cash Equivalents End of Year		$	609,397		$	504,676

Net cash provided by our operating activities was $1,058,087 for the year ended December 31, 2010, as compared to net cash provided by our operating activities of $605,015 for the year ended December 31, 2009, an increase of $453,072, or approximately 75%.  The primary reason for the increase in net cash provided by operating activities is due to the increase of trade payable from $229,136 in 2009 to $641,836 in 2010.

Net cash used in our investing activities was $659,270 or the year ended December 31, 2010, as compared to net cash used in investing activities of $1,204,560 for the year ended December 31, 2009, a decrease of $545,290, or approximately 45%.  The primary reason for the change in net cash used in investing activities is due to the fact that the Company bought less plant and equipment in 2010 as compared to 2009.

Net cash used in our financing activities was $315,046 for the year ended December 31, 2010, as compared to net cash provided by our financing activities of $704,444 for the year ended December 31, 2009.  In 2009, the temporary advance from directors of the Company aggregated to $704,444. In 2010, the Company paid back $315,046 in total.

Changes in Operating Assets and Liabilities

Below are the major changes in operating assets and liabilities under cash flows from operating activities for the fiscal year ended December 31, 2010 and 2009:

26

Fiscal Years Ended December 31, 2010 and 2009

	Year ended December 31,
	2010			2009
Changes in operating assets and liabilities:
Accounts receivable	$(127,096)			$(177,651)
Prepayments, deposits and other receivables	$151,745			$283,526
Accounts payable	$394,043			$21,475

Prepayments, deposits and other receivables Our changes in prepayments, deposits and other receivables was $151,745 in 2010.  The change was primarily a result of repayment receipt from other receivables.

Accounts Payable During the fiscal year ended December 31, 2010, the changes in accounts payable was $394,043 in 2010.  This change was attributable to the fact that there was an increase in accounts payable due to unpaid medical consumables and assets.

Accounts Receivable As reflected on our statements of cash flow, our changes in accounts receivable was $(127,096) in 2010.  The change in accounts receivable was primarily attributable to the fact that more credit sales were generated during the last quarter of the year and meanwhile we intensified our efforts to collect outstanding accounts receivable during 2010.  

Off Balance Sheet Arrangements

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

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements of the Company required by Article 8 of Regulation S-X  are attached to this report.

27

CHINA VITUP HEALTH CARE HOLDINGS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

28

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders of
China Vitup Health Care Holdings, Inc. & Subsidiaries

We have audited the accompanying consolidated balance sheet of China Vitup Health Care Holdings, Inc. & Subsidiaries, Inc., as of December 31, 2010, and the related consolidated statements of operation, stockholders' equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of China Vitup Health Care Holdings, Inc. & Subsidiaries, as of December 31, 2010, and the related consolidated results of their operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/S/  Kabani & Company, Inc.

CERTIFIED PUBLIC ACCOUNTANTS

Los Angeles, California

April 15, 2011

 

29

30

31

CHINA VITUP HEALTH CARE HOLDINGS, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
	Years  Ended December 31,
	2010			2009
NET  REVENUES	$	3,093,224	_	$	2,411,043
COST OF REVENUES		(1,877,186)			(1,299,275)
GROSS PROFIT		1,216,038			1,111,768
OPERATING EXPENSES:
Depreciation		384,575			153,773
Rental expense		86,157			51,718
General and administrative		649,225			777,272
TOTAL OPERATING EXPENSES		1,119,957			982,763
INCOME FROM OPERATIONS		96,081			129,005
OTHER (EXPENSES) INCOME:
Donation & other non-operating expense		(25,705)			-
Interest (expense) income		(4,460)			752
TOTAL OTHER (EXPENSES) INCOME		(30,165)			752
NET INCOME BEFORE INCOME TAX		65,916			129,757
Income tax expense		(92,671)			(77,483)
NET (LOSS) INCOME		(26,755)			52,274
Other comprehensive income
- Foreign currency translation adjustment		84,983			3,595
COMPREHENSIVE GAIN	$	58,228		$	55,869
Net (loss) gain  per share - Basic and diluted	$	(0.0018)		$	0.0035
Weighted average shares outstanding - Basic and diluted		15,000,000			15,000,000
The accompanying notes are an integral part of these financial statements.

32

33

34

CHINA VITUP HEALTH CARE HOLDINGS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

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

35

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 December 31, 2010 and December 31, 2009, the Company recorded accounts receivable at $417,888 and $277,181, respectively.

l

Inventories

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

l

Plant and equipment

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

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

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

l

Impairment of long-lived assets

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 December 31, 2010 and 2009, respectively.

l

Revenue recognition

The Company recognizes its revenues, as the related services are rendered to the customer and are net of allowances and discounts, its related business taxes. 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’s, offer medical clinic services and health club services to its customers.

36

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 years ended December 31, 2010 and 2009, the Company has determined no reserve for these potential adjustments.

Revenues from the sales of medicines are recognized upon prescription. The Company records revenue, net of business tax, which is levied at 5% on the invoiced value of services. The business tax charged for the years ended December 31, 2010 and 2009 was $50,699 and $73,851, respectively.

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.

l

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.

37

l

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 December 31, 2010 and 2009, respectively.

l

Foreign currencies translation

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

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

l

Financial instruments

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.

38

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 December 2010, the FASB issued ASU 2010-29 an accounting pronouncement related to business combinations (“FASB ASC Topic 815”), which specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. It also expands the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this Update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on our consolidated financial statements.

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 years ended December 31, 2010 and 2009 was $460,950 and $408,862. Of this amount, $76,375 and $144,039 are included in cost of revenues in the consolidated statement of operations.

4.

ACCRUED LIABILITIES AND OTHER PAYABLES

Accrued liabilities and other payables consist of the followings:

39

		December 31, 2010					December 31, 2009
Accrued expenses		$	5,108			$		64,562
Salaries payable			159,202					95,068
Other tax payables			6,154					24,999
		$	170,464			$		184,629

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.

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

	Years ended December 31,
	2010			2009
US operations	$	(39,110)		$	-
Foreign operations		105,026			129,757
	$	65,916		$	129,757

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

	Years ended December 31,
	2010			2009
Current:
Federal	$	-		$	-
Foreign		92,671			77,483
Deferred:
Federal
Foreign
Provision for income taxes	$	92,671		$	77,483

The following table reconciles the U.S. statutory rates to the Company’s effective tax rate as of December 31, 2010 and 2009:

40

For the Years ended December 31, 2009		China					United States
	25%					34%					Total
Pretax income (loss)	$	454,247				$	-				$	454,247
Expected income tax expense (benefit)		113,561		25%			-		-			113,561
Nontaxable income on medical service		(4,090)		-			-		-			(4,090)
Prior year adjustment		19,140		4%			-		-			19,140
Effect from tax holiday		(51,128)		11%			-		-			(51,128)
Actual tax expense	$	77,483		17%		$	-		-		$	77,483

Although the Company did not have any operating income in the U.S. for the twelve month periods ended December 31,2010 and 2009, respectively, it incurred various general & administrative expenses in the U.S. Accordingly, the Company’s U.S. operations have deferred taxes in the form of net operating losses (“NOLs”). However due to the uncertainty that some or all of the deferred tax assets will not be realized n the coming years, the Company recorded a full valuation allowance against its nominal deferred tax assets and thus had no deferred tax on a net basis for the years ended December 31,2010 and 2009, respectively.

	December 31, 2010		_	December 31, 2009
Total Deferred Tax Assets	$	225,649		$	212,352
Less : Valuation Allowance		225,649			212,352
Net Deferred Tax Asset	$	-		$	-

41

For the years ended December 31, 2010 and 2009, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2010, the Company did not have any significant unrecognized uncertain tax positions.

6.

RELATED PARTY TRANSACTION

(a)

Related party transaction

For the year ended December 31, 2010 and 2009, the Company paid rent charge of $87,015 and $51,718, to Mr. Shubin Wang, a major shareholder and director of the Company at the current market value in a normal course of business, for the following properties:

(i)

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

(ii)

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

(b)

Amounts due (to) from related parties

As of December 31, 2009, the balance of $187,103 represented temporary advances from Mr. Shubin Wang, Ms. Feng Gu, the directors of the Company, and their companies, which is unsecured and interest-free with no fixed terms of repayment. As of December 31, 2010, the Company recorded due from related parties amounting to $116,412, which is unsecured, interest free and due on demand.

The Company recorded long term due from related party at $364,981 and $347,193 as of December 31, 2010 and 2009, 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;

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

7.

SEGMENT INFORMATION

42

The Company’s business units have been aggregated into two reportable segments: Health Management Service and Chinese Medical Service. The Company, through its subsidiaries and VIEs, operates these segments in the PRC. Other than cash and cash equivalents of approximately $1,277 maintained in Hong Kong as of December 31, 2010, all the identifiable assets of the Company are located in the PRC during the year presented.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2). The Company had no inter-segment sales for the years ended December 31, 2010 and 2009. The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies.

Summarized financial information concerning the Company’s reportable segments is shown in the following table for the years ended December 31, 2010 and 2009:

43

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

8.

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 $112,733 and $79,171 for the years ended December 31, 2010 and 2009, respectively.

9.

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.

For the years ended December 31, 2010, the Company made an appropriation of zero to the statutory reserve, as the Company’s China operation has a net loss in 2010. For the year ended December 31, 2009, the Company made an appropriation of $36,625 to the statutory reserve.

10.

CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

44

(a)

Major customers and vendors

For the years ended December 31, 2010 and 2009, there are no customers and vendors who individually accounts for 10% or more of revenues and purchases, respectively. 100% of the Company’s assets were located in the PRC and 100% of the Company’s revenues were derived from customers located in the PRC.

(b)

Credit risk

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

(c)

Exchange rate risk

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

(d)

Economic and political risks

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

11.

COMMITMENTS AND CONTINGENCIES

(a)

Operating lease commitments

The Company leases healthcare centers in Dalian City, the PRC under non-cancelable operating leases from a related party. Costs incurred for the healthcare center and office premise in Dalian City, the PRC under operating leases are recorded as rent expense of $86,157 and $51,718 for the years ended December 31, 2010 and 2009, respectively.

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

Year ending December 31:
2011	$	51,955
2012		51,955
2013		51,955
2014		51,955
2015		51,955
Thereafter		155,865

45

(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 years ended December 31, 2010 and 2009, the Company incurred $13,439 and $12,060, respectively.

13.

Reorganization

On December 31, 2010, Shubin Wang and Dalian Vitup Healthcare Management entered into a Quitclaim Deed of the Property of Dalian Zhonghan Vitup (“Quitclaim Deed”) pursuant to which Shubin Wang transferred at cost all of the rights of property and interests of the Dalian Zhongshan Vitup Clinic to Dalian Vitup Healthcare Management. Thereby, the Dalian Zhongshan Vitup Clinic, once a 100% consolidated VIE of the Company, became a wholly-owned division of Dalian Vitup Healthcare Management. The transaction was between the entities under common control and recorded at the cost value.