10-12G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

CHINA VITUP HEALTH CARE HOLDINGS, INC.
(Exact name of registrant as specified in its charter) 

Nevada (State or jurisdiction of incorporation or organization) 45-0552679 (I.R.S. Employer Identification No.)

108-1 Nashan Road

Zhongshan District

Dalian, P.R.C.

(Address of principal executive offices)

Issuers telephone number 86-411-8265-3668

Securities to be registered pursuant to Section 12(b) of the Act.

Title of each class None Name of each exchange on which registered None

Securities to be registered pursuant to Section 12(g) of the Act.

500,000,000 shares of common stock, $.0001 par value
(Title of Class)

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Larger accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [ X ]

 
Table of Contents

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

THIS REGISTRATION STATEMENT ON FORM 10 CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES, PRINCIPALLY IN THE SECTIONS ENTITLED “DESCRIPTION OF BUSINESS,” “RISK FACTORS,” AND “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.” ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT CONTAINED IN THIS FORM 10, INCLUDING STATEMENTS REGARDING FUTURE EVENTS, OUR FUTURE FINANCIAL PERFORMANCE, BUSINESS STRATEGY AND PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, ARE FORWARD-LOOKING STATEMENTS. WE HAVE ATTEMPTED TO IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY INCLUDING “ANTICIPATES,” “BELIEVES,” “CAN,” “CONTINUE,” “COULD,” “ESTIMATES,” “EXPECTS,” “INTENDS,” “MAY,” “PLANS,” “POTENTIAL,” “PREDICTS,” “ SHOULD” OR “WILL” OR THE NEGATIVE OF THESE TERMS OR OTHER COMPARABLE TERMINOLOGY. ALTHOUGH WE DO NOT MAKE FORWARD-LOOKING STATEMENTS UNLESS WE BELIEVE WE HAVE A REASONABLE BASIS FOR DOING SO, WE CANNOT GUARANTEE THEIR ACCURACY. THESE STATEMENTS ARE ONLY PREDICTIONS AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS, INCLUDING THE RISKS OUTLINED UNDER “RISK FACTORS” OR ELSEWHERE IN THIS FORM 10, WHICH MAY CAUSE OUR OR OUR INDUSTRY’S ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. MOREOVER, WE OPERATE IN A VERY COMPETITIVE AND RAPIDLY CHANGING ENVIRONMENT. NEW RISKS EMERGE FROM TIME TO TIME AND IT IS NOT POSSIBLE FOR US TO PREDICT ALL RISK FACTORS, NOR CAN WE ADDRESS THE IMPACT OF ALL FACTORS ON OUR BUSINESS OR THE EXTENT TO WHICH ANY FACTOR, OR COMBINATION OF FACTORS, MAY CAUSE OUR ACTUAL RE SULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENTS.

YOU SHOULD NOT PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING STATEMENT, EACH OF WHICH APPLIES ONLY AS OF THE DATE OF THIS FORM 10. BEFORE YOU INVEST IN OUR COMMON STOCK, YOU SHOULD BE AWARE THAT THE OCCURRENCE OF THE EVENTS DESCRIBED IN THE SECTION ENTITLED “RISK FACTORS” AND ELSEWHERE IN THIS FORM 10 COULD NEGATIVELY AFFECT OUR BUSINESS, OPERATING RESULTS, FINANCIAL CONDITION AND STOCK PRICE. EXCEPT AS REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE PUBLICLY ANY OF THE FORWARD-LOOKING STATEMENTS AFTER THE DATE OF THIS FORM 10 TO CONFORM OUR STATEMENTS TO ACTUAL RESULTS OR CHANGED EXPECTATIONS.

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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 a single medical clinic which is a 24,200 square foot facility located in Dalian, China, through which it offers integrated healthcare services designed specifically to fit the needs of the Chinese population.  At the clinic in Dalian, the Registrant both monitors the health of its patients through regularly scheduled check-ups, and works to diagnose its patients’ different ailments and establish appropriate treatment procedures for such ailments.  Since the facility in Dalian is primarily a preventative care facility patients who require medical treatment which is more than preventative in nature are referred to hospitals and other health facilities.

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 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 C hina 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 af filiates.  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 its medical clinic 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 Health Care 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 ownership and operation of our medical clinic located in Dalian, China.

Dalian Vitup Management Holdings Co., Ltd.

As a holding Company, China Vitup BVI owns 100% 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 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 Zhongshan Vitup Clinic (“Dalian Vitup Clinic”), a business which was registered as a sole-proprietorship under the laws of the PRC on January 10, 2006; and iii) Shubin Wang and Feng Gu, the sole shareholders of Dalian Vitup Healthcare.< /P>

Variable Interest Entities

Dalian Vitup Healthcare Management Co., Ltd.

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Dalian Vitup Healthcare Management Co. Ltd., is a limited liability company and is a sole proprietorship 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).  On March 6, 2004, Dalian Vitup Healthcare began providing medical services to Chinese citizens on an annual basis, with the services limited to health checkup. In anticipation of becoming a publicly trading and reporting company with the Securities and Exchange Commission, Dalian Vitup Healthcare Management Co., Ltd transferred all its revenues and profits to Dalian Vitup Management Holdings Co., Ltd., Co through five VIE agreements

Dalian Zhongshan Vitup Clinic

The Dalian Zhongshan Vitup Clinic is one of 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).  In order to expand its services to customers and increase income, on or around January 10, 2006, Dalian Vitup Clinic began providing services to customers which are limited to medical treatment services.  In anticipation of becoming a publicly trading and reporting company with the Securities and Exchange Commission, Dalian Zhongshan Vitup Clinic transferred all its revenues and profits to Dalian Vitup Management Holdings Co., Ltd. Currently, all of the business operations of the Registrant are carried on through Dalian Vitup Healthcare Management Co., Ltd and the Dalian Zhongshan Vitup Clinic.

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 either Dalian Vitup Healthcare Management Co., Ltd. or  Dalian ZhongshanVitup Clinic 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 or part of the equity interests in Dalian Vitup Healthcare Management Co., Ltd. and Dalian Zhongshan Vitup clinic..

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 Management Co., Ltd. and the Dalian Zhongshan Vitup Clinic are as follows: 1) a Loan Agreement; 2) a Share Pledge Contract; 3) an Exclusive Option Contract; 4) a Proxy Agreement; 5) a Consulting Agreement; and 6) a Shift Contract (collectively referred to as the “Clinic Agreements”).  The following is a summary of these agreements, all of which are filed herewith as exhibits to this Form 10:

Loan Agreement

The Loan Agreement, dated September 1, 2006, is by and among Dalian Vitup Management Holdings Co., Ltd., ShuBin Wang and Feng Gu.  The Loan Agreement was made for the purposes of forming and capitalizing Dalian Vitup Healthcare and to implement the contractual arrangements in our corporate 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).

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·

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 Managementchooses to exercise its right to purchase the shares of Dalian Vitup Healthcare Management Co., Ltd. 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 fu ll 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

The Share Pledge Contract, dated September 1, 2006, is by and among Dalian Vitup Management Holdings Co., Ltd., ShuBin Wang, Feng Gu, and Dalian Vitup Healthcare Management Co., Ltd.  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.

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Exclusive Option Contract  

The Exclusive Option Contract, dated September 1, 2006, is by and among Dalian Vitup Management Holdings Co., Ltd., ShuBin Wang, Feng Gu, and Dalian Vitup Healthcare Management Co., Ltd.  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.

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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.

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

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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.

·

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 Holdings Co., Ltd.  Pursuant to the terms of the Proxy Agreement:

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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.

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Consulting Agreement

The Consulting Agreement, dated September 1, 2006, is by and among Dalian Vitup Management, and Dalian Vitup Healthcare.   Pursuant to the terms of the Consulting Agreement:

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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).

·

Subject to certain early termination provisions, the 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 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 Consulting Agreement upon 30 days prior notice to Dalian Vitup Healthcare at any time.  

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

The Shift Contract, is by and among ShuBin Wang and Dalian Vitup Management Holdings Co., Ltd.  Pursuant to the terms of the Shift Contract:

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The parties agree and acknowledge that Dalian Vitup Management Holdings is the actual owner of all of the Dalian Zhongshan Vitup Clinic’s property, rights and interests.

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The parties agree and acknowledge that the Dalian Zhongshan Vitup Clinic shall be managed and controlled by Dalian Vitup Management.

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

·

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 foregoing description of the Clinic Agreements is qualified in its entirety by reference to the Loan Agreement, Share Pledge Contract, Exclusive Option Contract, Proxy Agreement, Consulting Agreement, and Shift Contract, which are attached hereto as Exhibits, 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6, respectively, and are herein incorporated by reference.  

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 Clinic, 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 P RC government finds the agreements that establish the structure for operating our medical services business

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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, 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, as well as the Registrant’s operating affiliates, Dalian Vitup Health Care, and the Dalian Vitup Clinic.

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.  The Company aims to provide the se 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, the Company offers integrated health management services designed specifically for the PRC population through its preventative care medical facility located in the city of Dalian, China.  The Company’s health services offered at its medical facility include physical examinations, health management plans, and guidance for medical treatment. The Company 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 Company, as a primary checkup facility, 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.  

The Company’s primary technique for evaluating and monitoring the health of its patients is through the implementation of its four-dimensional checkup model (the “Model”).  The Company’s Model consists of a blend of standard western medical checkup procedures, psychological evaluations, traditional Chinese medical consultations, and nutritional evaluations. The western aspect of the Company’s Model utilizes standard western medical procedures to evaluate and monitor the health of the Company’s 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, the Company performs comprehensive psychological tests on its patients to assist them in determining life orientation and career choices.  The traditional Chine se medical aspect of the Model focuses on the utilization of standard Chinese medical methods to evaluate the health of its patients. 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.  The Company uses various advanced technologies to analyze its

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patients’ body composition and ultimately establish nutritional programs geared towards the prevention of potential health problems in the Company’s patients.

Currently, the Company 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 operational medical facilities, the Company operates a 24 hour emergency medical hotline.  Through this service the Company’s clients may call in for 24 hour assistance regarding any of their medical issues.   

Additionally, as noted above, the Company also operates a referral program through which the Company refers existing patients to both domestic and international hospitals in the event they are in need of medical services which are not provided by the Company at its medical clinic.  

The Company has cooperative arrangements with several hospitals located throughout Beijing for the referral of the Company’s 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 is attached hereto as Exhibit, 10.7, and is herein incorporated by reference.  In addition to the cooperative arrangement with hospitals located in China, the Company has cooperative arrangements with the 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 provides to its patients.  Through the referral program, the Company may refer patients to different international medical facilities to ensure that the Company’s 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 t o its patients to ensure that all of their medical needs are satisfied.

The Company also maintains business offices in Japan, the United Kingdom, and Canada to facilitate the Company’s international patient referral program and promote the Company’s brand name to international businesses operating within the PRC, as well as assisting the Company with the acquisition and importation of medical equipment and products.

As noted above, the private healthcare industry is a small, but expanding, area of business in the PRC.  We believe that by relying on our advanced four dimensional checkup model, 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 several 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 medical clinics in the following cities, in the following order: 1) Beijing;

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2) Shenyang; 3) a second facility in Beijing; 4) Xi’an; 5) Changchun; 6) Shanghai; 7) Shenzhen; 8) Guangzhou; 9) Chengdu; 10) Chongqing; and 11) Qingdao.

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 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 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.  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.  Additionally, the Company aims to establish a venue whereby Chinese citizens can establish and maintain lasting relationships with primary care physicians.

The Company’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

The Company has established relationships with over thirty different business enterprises in China, both national and international.  These enterprises have enlisted the services of the Company to have the Company provide health checkups for the enterprises’ employees.  The fees relating to the checkups performed by the Company are paid by the enterprises themselves on an annual basis.  As the Company expands, it intends to solidify existing relationships, 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.  The Company has established relationships with various’ governmental agencies through which the agencies have agreed to designate the Company 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.  The Company currently has approximately 40 governmental agencies that it works with through its Dalian Clinic.

Financial Agencies & Insurance Companies  

The Company cooperates with various financial agencies and life insurance companies to provide the standard health checkup the financial agencies’ employees and potential life insurance candidates

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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 the Company to monitor their health for a prolonged period. The Members pay a flat fee which entitles the Members to access to the Company’s medical services for a prescribed period, including an annual check-up.  The Company has identified Members as one of its most lucrative potential client bases.  As such, the Company intends to focus significant efforts in rapidly increasing the number of Members of the Company.  The Company currently offers the following types of membership packages: (1) The Diamond Package – The Diamond Package entitles the Member to medical services and health monitoring by the Company for a period of ten years at a price of US $14,285.00; (2) The Platinum Package – The Platinum Package entitles the Member to medical services and health monitoring by the Company for a period of one year at a price of US $2,857.00; and (3) The Gold Package – The Gold Package entitles the Member to medical services and health monitoring by the Company for a period of one year at a price of US $1,428.00.  All of the foregoing medical packages entitle the individual members to an annual health check-up provided by the Company, as well as access to the Company’s medical services for the specific period of time provided by each individual package.  The major difference between each of the foregoing packages is the different medical services to which a member may have preferential access. The Company currently has approximately 693 Members in Dalian Vitup Healthcare Management Co., Ltd. and Dalian Zhongshan Vitup Clinic.

Individuals  

Individuals are classified as patients who have come to the clinic for a one-time health checkup.  The Company offers a variety of Individual Checkup Packages depending upon the Individual’s age. The Company currently has approximately 3,140 individuals who have participated in a one-time checkup.

Percentage of Revenue Attributable to Each Customer Type for Fiscal Years Ended 2006 and 2007

For the fiscal year that ended December 31, 2006, the foregoing customers accounted for the following percentages of the Company’s revenue from its business operations conducted at its medical clinic located in Dalian: Individuals and Members – 32%; Enterprises – 30%; Government Agencies – 22%; Insurance Companies – 8%; and Member families – 8%.

For the fiscal period that ended December 31, 2007, the foregoing customers accounted for the following percentages of the Company’s revenue from its business operations conducted at its medical clinic located in Dalian: Individuals and Members – 25%; Enterprises – 63%; Government Agencies – 7%; Insurance Companies – 2%; and general treatment – 3%.  

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, 2006 and December 31, 2007:

	2006		2007
Customer Type	% of Revenue	$ Amount of Revenue	% of Revenue	$ Amount of Revenue

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Individuals & Members	32%	$317,337	25%	$504,832
Enterprises	30%	$297,505	63%	$1,272,176
Government Agencies	22%	$218,169	7%	$141,353
Insurance Companies	8%	$79,334	2%	$40,386
Members’ Families	8%	$79,334	0%	$0.00
General Treatment	0%	$0.00	3%	$60,580
TOTAL	100%	$991,679	100%	2,019,327

Both the increase in the Company’s revenue, and the changes reflected in percentages of the Company’s revenue derived from its various customers is directly attributable the Company’s marketing efforts. Specifically, due to the Company’s marketing efforts to establish and cultivate relationships with new business enterprises, the Company’s overall revenue increased from 2006 to 2007.

Marketing

The Company intends to promote and market its brand name and services offered at its operational clinic in Dalian, as well as its future clinics through: 1) billboard advertisements on major arterial roads; 2) 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 operationalmedical clinic is located in the city of Dalian.  Currently, with the exception of the Company in Dalian, there are no other high-end private medical facilities in the city to provide individualized and comprehensive medical services.

Intellectual Property

The Company does not own any trademarks or patents on any of the products that is sells, or methods that it utilizes in its 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

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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.    

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 V itup 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 r equisite 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    

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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 and Rules, discussed above.

Employees

The Company currently has seventy (70) full-time employees.  Thirty-two (32) of the current employees hold medical degrees from universities throughout China.

Reports to Security Holders

Once this registration statement becomes effective, we will become 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

AN INVESTMENT IN OUR COMMON STOCK IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN EVALUATING OUR BUSINESS BEFORE PURCHASING ANY OF OUR SHARES OF COMMON STOCK. NO PURCHASE OF OUR COMMON STOCK SHOULD BE MADE BY ANY PERSON WHO IS NOT IN A POSITION TO LOSE THE ENTIRE AMOUNT OF HIS INVESTMENT. THE ORDER OF THE FOLLOWING RISK FACTORS IS PRESENTED ARBITRARILY. YOU SHOULD NOT CONCLUDE THE SIGNIFICANCE OF A RISK FACTOR BECAUSE OF THE ORDER OF PRESENTATION.  OUR BUSINESS AND OPERATIONS COULD BE SERIOUSLY HARMED AS A RESULT OF THESE RISKS.

Risks Relating to Our Business

We have a limited operating history, and it is difficult to evaluate our financial performance and prospects.  There is no assurance that we will achieve profitability or that we will not discover problems with our business model.  

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The Company’s operating affiliate, the Dalian Vitup Clinic has a limited operating history; it was formed on January 10, 2006.  As such, it is difficult to evaluate the Company’s future prospects and performance, and therefore we cannot ensure that the Company will operate profitably in the future.

We have limited funds available for operating expenses.  If we do not obtain funds when needed, we will have to cease our operations.  

Currently, we have limited operating capital.  In the foreseeable future, we expect to incur significant expenses when developing our business.  During the next twelve months, the Company anticipates that it will need to make capital expenditures in the amount of $8,000,000 to open two new additional medical clinics in Beijing and Shenyang, respectively.  We plan to pursue sources of additional capital to fund our capital expenditures through various financing transactions or arrangements, including equity financing or other means.  Additionally, ShuBin Wang and Feng Gu may provide private funding in the forms of loans to the Company to provide the necessary funds for our anticipated capital expenditures.  We may be unable to locate sources of capital or may find that capital is not available on terms that are acceptable to us to fund our additional expenses.  There is the possibility th at we will run out of funds, and this may affect our operations and thus our profitability.  

Our success is dependent on retaining key personnel who would be difficult to replace.

Our success depends largely on the continued services of our key management. In particular, our success depends on the continued efforts of Mr. ShuBin Wang, our Chairman of our Board of Directors, and Feng Gu, our Chief Executive Officer.  Mr. Wang and Ms. Gu have been instrumental in developing our business model and are crucial for our business development. There can be no assurance that either ShuBin Wang or Feng Gu will continue in their present capacities for any particular period of time.  China Vitup Nevada does not have any employment agreements with either ShuBin Wang or Feng Gu.  The loss of the services of either ShuBin Wang or Feng Gu could materially and adversely affect our business development. This could force us to curtail or cease our business operations.

We depend on attracting and retaining qualified employees, the failure of which could result in a material decline in our revenues.

We are a provider of healthcare services. Our revenues and future growth depend on our ability to attract and retain qualified employees. This is especially crucial to our business, as these employees will generate revenue by providing the services that are the staple product that we offer. We may face difficulties in recruiting and retaining sufficient numbers of qualified employees because the market may not have enough personnel of such kind. In addition, we compete with other companies for qualified employees. If we are unable to retain such employees, we could face a material decline in our revenue.

We derive all of our revenue from our treatment facility that is located in China, which makes us particularly sensitive to regulatory and economic conditions in those cities where our facilities are, or will be located.

For the year ended December 31, 2007, our facility in Dalian which includes Dalian Zhongshan Vitup Clinic and Dalian Vitup Healthcare Management Co., Ltd.), China accounted for 100% of our total revenue.  Dalian, a costal city, is the second largest city of Liaoning Province, after Shenyang, the provincial capital.  Dalian City is governed by the Mayor and its Dalian Municipal People's Government.  If the PRC experiences economic changes which in turn affect the economic conditions within Dalian, our treatment facility may be adversely affected and our revenue and profitability may decline.  Additionally, if the Dalian Municipal People’s Government imposes additional regulatory restrictions on our business

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above and beyond those which currently exist as disclosed in Item 1, our business may be adversely affected and our revenue and profitability may decline.

We may have difficulty opening new medical facilities and operating them profitably. We have limited experience in opening new treatment facilities. If we are unable to execute our strategy, our growth may be restrained and our operating results could be adversely affected.

Our growth strategy includes developing and opening new medical facilities throughout China, and, to date, we have limited experience in opening new treatment facilities. Planning and opening new treatment facilities can be complex and may be delayed, and, in some circumstances, prevented, by a variety of forces, including local zoning and land use regulation, health facility licensing, community opposition and other political issues. Healthcare laws and other rules and regulations may also impede or increase the cost of opening new facilities. If we are unable to open new treatment facilities on time and on budget, our rate of growth and operating results may be adversely affected.

Even if we are able to open new treatment facilities, we may not be able to staff them. In addition, there can be no assurance that, once completed, new treatment facilities will be able to generate operating profits. Developing new facilities involves significant upfront capital investment and expense and, if we are unable to attract patients quickly and/or enter into contracts or extend our existing contracts with third party payors for these facilities, these facilities may not be profitable and our operating results could be adversely affected.

If we fail to successfully market our services, our revenue may decline.

Our ability to grow or maintain our existing level of business depends significantly upon our ability effectively market and promote our medical services.  If we are unable to effectively market and promote our medical services we may not be able to cultivate new patients and our revenues may decline.

If we fail to implement our business strategy, our business, financial condition and results of operations could be materially and adversely affected.

Over the next three years, the Company plans on opening an additional eleven medical clinics throughout China.  Our future financial performance and success are dependent in large part upon our ability to implement our business strategy relating to the opening and operation of new medical clinics successfully. We may not be able to implement our business strategy successfully or achieve the anticipated benefits of our business plan. If we are unable to do so, our long-term growth and profitability may be adversely affected as we will not be able to generate the anticipated revenue that we hope to experience from the operation of eleven new medical clinics throughout China. Even if we are able to implement some or all of the initiatives of our business plan successfully, our operating results may not improve to the extent we anticipate, or at all.

Our success depends on our ability to manage growth effectively. If we do not manage growth effectively, we may not be able to maintain profitability.

Even if we are successful in obtaining new business, failure to manage our growth could adversely affect our financial condition. We may experience extended periods of very rapid growth. If we are not able to manage our growth effectively, our business and financial condition could materially suffer. Our growth may significantly strain our managerial, operational and financial resources and systems. To manage our growth effectively, we will have to continue to implement and improve our operational, financial and management controls, reporting systems and procedures. In addition, we must effectively expand, train and manage our employees. We will be unable to manage our businesses

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effectively if we are unable to alleviate the strain on resources caused by growth in a timely and successful manner. We may not be able to manage our growth and a failure to do so could have a material adverse effect on our business.  

Need for Additional Financing  

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 other means.  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.  If we do not succeed in raising additional capital, the capital received through the Offering may not be sufficient to fund our operations going forward without obtaining additional capital financing.

Any additional capital raised through the sale of equity may dilute your ownership percentage.  This could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity.  The terms of securities we issue in future capital transactions may be more favorable to our new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, and issuances of incentive awards under equity employee incentive plans, which may have a further dilutive effect. 

The Registrant does not own its operating business

The Registrant does not own its operating business.  Due to PRC laws governing foreign ownership and investment in medical clinics in the PRC, the Registrant, through its wholly-owned subsidiary Dalian Vitup Management, carries on its business operations through a series of exclusive contractual agreements.  The contractual agreements are with the following operating affiliates and individuals: i) Dalian Vitup Healthcare Management Co. Ltd., a limited liability company formed under the laws of the PRC on March 4, 2004; ii) Dalian Zhongshan Vitup Clinic, a business which was registered as a sole-proprietorship under the laws of the PRC on January 10, 2006; and iii) Shubin Wang and Feng Gu.   

ShuBin Wang and Feng Gu serve as a director and the Chief Executive Officer of the Registrant, respectively.  In addition to their affiliation with the Registrant, ShuBin Wang and Feng Gu collectively own 100% of the capital stock of the Registrant’s operating affiliate, Dalian Vitup Healthcare, and also serve as Dalian Vitup Healthcare’s Directors and President and Chief Executive Officer, respectively.  Additionally, ShuBin Wang owns 100% of the capital stock of the Registrant’s operating affiliate, the Dalian Vitup Clinic, and serves as the Dalian Vitup Clinic’s Executive Director.  Because ShuBin Wang and Feng Gu stand on both sides of the contractual agreements that give rise to our business structure, there is the possibility that the agreements may be easily terminated.  If the agreements are wrongfully terminated, unaffiliated investors may have difficulty in pursing any rec ourse because all of our operations and our assets are located outside the United States.   In addition, all of our officers and directors are foreign citizens.  As a result, it may be difficult or impossible for unaffiliated investors to enforce judgments of U.S. courts for civil liabilities against any of our individual directors or officers.

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Risks Relating to Our Corporate Structure

If the PRC government finds that the agreements that establish the structure for operating our business operations within the PRC do not comply with PRC governmental regulations on foreign investment in the medical industry, we could be subject to penalties.  Such penalties may impact our ability to maintain profitability.

All of our operations relating to our medical facility located in Dalian are conducted through Dalian Vitup Management, our wholly-owned subsidiary and through our contractual arrangements with Dalian Vitup Healthcare and the Dalian Vitup Clinic, our affiliated entities in the PRC.  If we or our operating subsidiaries or affiliates are found to be in violation of any existing or future PRC laws or regulations, we could be subject to severe penalties, including but not limited to: (i) revocation of the business and operating licenses of our PRC subsidiary and affiliates; (ii) discontinuing or restricting our PRC subsidiary and affiliates’ operations; (iii) imposition of conditions or requirements with which we or our PRC subsidiary and affiliates may not be able to comply; (iv) requirement that we or our PRC subsidiary and affiliates restructure the relevant ownership structure or operation; and (v) restriction o r prohibition on our use of the proceeds of our business operations to further finance our operations in the PRC.

We rely on contractual arrangements with our PRC operating affiliates and their shareholders for our PRC operations with regards to our facility in Dalian, which may not be as effective in providing operational control as direct ownership.  If we cannot maintain these arrangements, we may have to cease operations.

We rely on contractual arrangements with our PRC operating affiliate and their shareholders to operate our business through our medical clinic located in Dalian, China.  These contractual arrangements, which do not provide us with direct or indirect equity ownership in our PRC operating affiliate, may not be as effective in providing us with control over Dalian Vitup Healthcare or the Dalian Vitup Clinic as direct ownership.  Under the current contractual arrangements, if our PRC operating affiliates or their shareholders fail to perform their respective obligations under these contractual arrangements, we may have to incur substantial costs to enforce such arrangements and rely on legal remedies available under PRC law, which may not be effective to allow us to maintain our business operations.  Additionally, many of these contractual arrangements are governed by PRC law and, accordingly, will be interpret ed in accordance with PRC law, and any disputes would be resolved according to PRC legal procedures.  The legal environment in the PRC is not as developed as in other jurisdictions, such as the United States.  As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements.  In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over our operating entities, and our ability to conduct our business may be negatively affected.

Contractual arrangements we have entered into among our subsidiaries and affiliated entities may be subject to scrutiny by the PRC tax authorities.  Such scrutiny may lead to additional tax liability and fines, which would hinder our ability to achieve or maintain profitability.

Under PRC law, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. If any of the transactions we have entered into among our subsidiaries and affiliated entities are found not to be on an arm’s-length basis or to result in an unreasonable reduction in tax under PRC law, the PRC tax authorities have the authority to disallow tax savings, adjust the profits and losses of our respective PRC entities and assess late payment interest and penalties.

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Risks Relating to the People’s Republic of China

All of our assets are located in the PRC and all of our revenues are derived from our operations in the PRC.  Accordingly, our business, financial condition, results of operations, and prospects are subject, to a significant extent, to economic, political and legal developments in the PRC.

The PRC’s economic, political and social conditions, as well as governmental policies, could affect the financial markets in the PRC, our liquidity and access to capital, and our ability to operate our business.

Our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us.  The PRC economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and to guide the allocation of resources. The PRC economy has been transitioning from a planned economy to a more market-oriented economy. Although the PRC government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in the PRC are still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over its economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Since late 2003, the PRC government has implemented a number of measures, such as raising bank reserves against deposit rates to place additional limitations on the ability of commercial banks to make loans and raise interest rates, in order to slow down specific segments of the PRC’s economy. These actions, as well as future actions and policies of the PRC government, could materially affect our liquidity and access to capital and our ability to operate our business.

The PRC legal system embodies uncertainties which could limit the legal protections available to us.

The PRC legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation has been significantly enhanced protections afforded to various forms of foreign investment in the PRC. However, these laws, regulations and legal requirements change frequently, and their interpretation and enforcement involve uncertainties. For example, we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract. However, because PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. In addition, such uncertainties, including the inability to enforce our contracts, could materially and adversely affect our business and operation. Also, intellectual property rights and confidentiality protections in the PRC may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the PRC legal system, particularly with regard to the medical industry, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us.

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U.S. investors may experience difficulties in attempting to enforce judgments based upon U.S. federal securities laws against us and our non-U.S. resident director.

All of our operations and our assets are located outside the United States.   In addition, all of our officers and directors are foreign citizens.  As a result, it may be difficult or impossible for U.S. investors to enforce judgments of U.S. courts for civil liabilities against any of our individual directors or officers.

Risks Relating to Our Common Stock

Resale of our shares may be difficult because there is not an active trading market for our shares, and it is possible that no market will develop. This may reduce or limit the potential value of our shares.

Our shares are currently approved for quotation on the pink sheets under the trading symbol CVPH.  However, there is not currently an active trading market for our shares of common stock, and there is no assurance that such a public market will develop in the future. Even in the event that such a public market does develop, there is no assurance that it will be maintained or that it will be sufficiently active or liquid to allow shareholders to easily dispose of their shares.  The lack of a public market or the existence of a public market with little or no activity or liquidity is likely to reduce or limit the potential value of our shares.

We have a large number of authorized but unissued common stock.

Our Articles of Incorporation authorize the issuance of 500,000,000 shares of common stock.  We presently have 15,000,000 shares of common stock issued and outstanding.  Our Board of Directors has the power to issue any or all of such additional shares without stockholder approval.  Although  we  presently  have  no  commitments,  contracts  or intentions to issue any additional  shares,  we may issue shares for the purpose of raising additional capital. Potential investors should be aware that any such stock issuance may result in a reduction of the book value or market price of our common stock of the then outstanding shares.  Furthermore, if we issue additional shares, such issuance will reduce the proportionate ownership and voting power of the other stockholders, and any new issuance of shares may result in a change of our control.

Members of the Company’s management beneficially own a substantial percentage of the Company’s outstanding common stock, which gives them control over certain major decisions on which the Company’s stockholders may vote.

ShuBin Wang and Feng Gu collectively beneficially own, in the aggregate, over 57% of the Company’s outstanding common stock.  The interests of ShuBin Wang and Feng Gu may differ from the interests of other stockholders.  As a result, ShuBin Wang and Feng Gu will have the right and ability to control virtually all corporate actions requiring stockholder approval, irrespective of how the Company’s other stockholders may vote, including the following actions:

·

Electing or defeating the election of directors;

·

Amending or preventing amendment of the Company’s Certificate of Incorporation or By-laws;

·

Effecting or preventing a merger, sale of assets or other corporate transaction; and

·

Controlling the outcome of any other matter submitted to the stockholders for vote.

Furthermore, ShuBin Wang and Feng Gu’s stock ownership may discourage a potential acquirer from seeking to acquire shares of the Company’s common stock or otherwise attempting to obtain control of

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the Company, which in turn could reduce the Company’s stock price or prevent the Company’s stockholders from realizing a premium over the Company’s stock price.

The Company’s stock price may be volatile.

The market price of the Company’s common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond the Company’s control, including the following:

·

Additions or departures of key personnel;

·

Sales of the common stock;

·

The Company’s ability to execute its business plans;

·

Operating results that fall below expectations;

·

Industry developments;

·

Economic and other external factors; and

·

Period-to-period fluctuations in the Company’s financial results.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies.  These market fluctuations may also materially and adversely affect the market price of the Company’s common stock.

ITEM 2. FINANCIAL INFORMATION

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Overview

The Company offers integrated health management services designed specifically for the PRC population through its preventative care medical facility located in the city of Dalian, China.  The Company’s health services offered at its medical facility includes physical examinations, health management plans, and guidance for medical treatment. The Company 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 Company, as a primary checkup facility, 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. &nbs p;

Within the next three years, it is our objective is to establish an additional eleven 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; 2) Shenyang; 3) a second clinic in Beijing; 4) Xi’an; 5) Changchun; 6) Shanghai; 7) Shenzhen; 8) Guangzhou; 9) Chengdu; 10) Chongqing; and 11) Qingdao.

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, 2007 and 2006.  The following discussion should be read in conjunction with the Financial Statements and related Notes appearing elsewhere in this Form 10.

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Our financial statements are stated in U.S. Dollars and are prepared in accordance with Generally Accepted Accounting Principles or GAAP.

Results of Operations for the Fiscal Year Ended December 31, 2007 Compared to the Fiscal Year Ended December 31, 2006

Revenues.  

During the fiscal year ended December 31, 2007, the Company had total operating revenue in the amount of $2,019,327.  Of this $1,957,318 was directly attributable to revenue generated from the Company’s healthcare management service, and $62,009 was attributable to the Company’s Chinese medical service.  

During the fiscal year end December 31, 2006, the Company had total operating revenue in the amount of $991,679.  Of this $968,893 was directly attributable to revenue generated from the Company’s healthcare management service, and $22,786 was attributable to the Company’s Chinese medical service.  

The increase in total operating revenue from 2006 to 2007 was due to three primary reasons: i) the Company completed its group restructuring in September 2006, so the revenue reflected in the financial report of 2006 did not include the revenue of the first eight months of 2006; ii) during the fiscal year ended 2007, the Company adjusted its products structure, and as a result, our operating income increased during the fiscal year ended 2007; and iii) the increase in the exchange rate between the Renminbi and the US dollar, which changed from 7.786 Renminbi to 1 US dollar in 2006 to 7.56 Renminbi to 1 US dollar in 2007. The following charts illustrate the changes in our revenue generated by our health management service and Chinese medical service for the fiscal year ended December 31, 2007, as compared to the fiscal year ended December 31, 2006:

	Year ended December 31,
	2007	2006	%
Health management service revenue:
- Product sale	237,164	125,824	88.5
- Service revenue	1,720,154	843,069	104.0
Total Health management service revenue:	1,957,318	968,893	102.0

	Year ended December 31,
	2007	2006	%
Chinese medical service revenue:
- Product sale	53,345	21,674	146.1
- Service revenue	8,664	1,112	679.1
Total Chinese medical service revenue	62,009	22,786	172.1

Costs of Revenue.

The cost of revenue for the fiscal year ended December 31, 2007 was $719,024, as compared to $192,673 for the fiscal year ended December 31, 2006.  The increase in cost of revenue was primarily

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attributable to three reasons:  i) the Company completed its group restructuring in September 2006, so the cost of revenue reflected in the financial report of 2006 did not include the cost of revenue of the first eight months of 2006; ii) the Company experienced a significant increase in the business tax that the Company paid in 2006 as compared to 2007.  For the fiscal year ended December 31, 2006, the Company had no business tax , as compared to the payment of business tax totaling approximately $101,000 for the fiscal year ended 2007; and iii) as the operating income of the Company increased, the direct costs associated with the operation of the Company also increase.

Operating Expenses.  

Our operating expenses for the fiscal year ended December 31, 2007 were $840,726.  Of this, $352,046 was allocated to depreciation, $441,881 was used in general and administrative expenses, and $46,799 was used for rental expenses.  

Our operating expenses for the fiscal year ended December 31, 2006 were $424,670.  Of this, $116,879 was allocated to depreciation, $285,443 was used in general and administrative expenses, and $22,348 was used for rental expenses.

The increase in our aggregate operating expenses from 2006 to 2007 was mainly due to the fact that the Company completed its group restructuring in September 2006, so the revenue reflected in the financial report of 2006 did not include the operating expenses that the Company experienced for the first eight months of 2006.  The following chart illustrates the changes in our operating expenses for the fiscal year ended December 31, 2007, as compared to the fiscal year ended December 31, 2006:

	Year ended December 31,
	2007	2006	%
Operating expenses:
Depreciation	352,046	116,879	201.2
General and administrative	441,881	285,443	57.8
Rental expense – related party	46,799	22,348	109.4
Total operating expenses	840,726	424,670	99.3

Net Income.  

Net income for the fiscal year ended December 31, 2007 was $409,771 as compared to net income of $343,493 for the fiscal year ended December 31, 2006. The increase in net income was attributable to the increase in the operating revenue that the Company experienced.

Other Income.  

Other income for the fiscal year ended December 31, 2007 was $14,122, as compared to other income in the amount of $917 for the fiscal year ended December 31, 2006.  The increase in other income was mainly attributable to the gain from disposal of equipment totaling $12,176 during 2007. The following chart illustrates the changes in our other income for the fiscal year ended December 31, 2007, as compared to the fiscal year ended December 31, 2006:

	Year ended December 31,
	2007	2006	%
Other income:

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Interest income	1,946	917	112.2
Other income	12,176	-	N/A
Total other income	14,122	917	1,440.0

Income Tax Expense

The Company’s Income Tax Expense for the fiscal year ended December 31, 2007 was $63,928, as compared to Income Tax Expense in the amount of $31,760 for the fiscal year ended December 31, 2006.  The increase in Income Tax Expense was mainly attributable to the increase in health management service revenue. The following chart illustrates the changes in our Income Tax Expense for the fiscal year ended December 31, 2007, as compared to the fiscal year ended December 31, 2006:

	Year ended December 31,
	2007	2006	%
Income tax expense	63,928	31,760	101.3

Liquidity and Capital Resources

As noted above, within the next three years, it is our objective is to establish an additional eleven 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; 2) Shenyang; 3) a second clinic in Beijing; 4) Xi’an; 5) Changchun; 6) Shanghai; 7) Shenzhen; 8) Guangzhou; 9) Chengdu; 10) Chongqing; and 11) Qingdao.  We estimate that the amount of money which will be required to open our eleven new clinics will be approximately $35,750,000; specifically, we estimate that it will cost approximately $3,000,000 to $3,500,000 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 with come from equity sales and private funding from Mr. ShuBin Wang and Feng Gu. 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.  

As of December 31, 2007, our consolidated balance sheet reflects that we have cash and cash equivalents of $651,598, total current assets of $1,337,974, and total assets of $2,715,094.  Our consolidated balance sheet reflects that, as of December 31, 2007, we have total liabilities of $1,737,346, and total stockholders’ equity $977,748.  

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Cash Flow

A summary of our cash flows for the fiscal years ended December 31, 2007 and December 31, 2006 is as follows:

		Year ended December 31,
		2007		2006
Net cash provided by operating activities	$	948,190	$	495,063
Net cash used in investing activities		(894,588)		(126,605)
Net cash provided by financing activities		-		120,000
Foreign currency translation adjustment		66,528		43,010
Net Change in Cash and Cash equivalents		120,130		531,468
Cash and Cash Equivalents, Beginning of Year		531,468		-
Cash and Cash Equivalents End of Year	$	651,598	$	531,468

Year Ended December 31, 2007

Net cash provided by our operating activities was $948,190 for the fiscal year ended December 31, 2007.  The major source of cash inflow from our operating activities was net income of $409,711. Changes in operating assets and liabilities included cash inflow resulting from an increase in account payables of $257,819 and an increase in amounts due to directors of $406,892. This cash inflow was offset by cash outflow from an increase in prepayments, deposits and other receivables of $464,652. For the fiscal year ended December 31, 2007, our net cash used in investing activities was $894,588 which arose from the acquisition of new medical equipment. There is no cash inflow or outflow from financing activities for the fiscal year ended December 31, 2007.

Year Ended December 31, 2006

Due to the fact that the Company completed its group restructuring in September 2006, all of the cash flow reflected in the financial statements for the fiscal year ended December 31, 2006 only includes the last four months of the fiscal year; the financial statements do not include the first eight month’s of cash flow generated by clinic located in Dalian. As a result, there is a significant increase in cash flow for the fiscal year ended December 31, 2007 as compared to the fiscal year ended December 31, 2006.

Net cash provided by our operating activities was $495,063 for the fiscal year ended December 31, 2006.  The major source of cash inflow from our operating activities was net income of $343,493. Changes in operating assets and liabilities included cash inflow resulting from an increase in income tax payable of $35,089 and an increase in accrued liabilities and other payables of $97,740. This was offset by cash outflow from an increase in prepayments, deposits and other receivables of $117,674. For the fiscal year ended December 31, 2006, our net cash used in investing activities was $126,065 which mainly arose from the acquisition of new medical equipment and office equipment of $76,666. For the fiscal year ended December 31, 2006, our net cash provided by financing activities was $120,000 which represented capital contributions by stockholders.  

Changes in Operating Assets and Liabilities

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Below are the major changes in operating assets and liabilities under cash flows from operating activities for the fiscal years ended December 31, 2007 and 2006:

	Year ended December 31,
	2007	2006
Changes in operating assets and liabilities:
Prepayments, deposits and other receivables	(464,652)	(117,674)
Accounts payable	257,819	-
Amounts due to directors	406,892	7,301

The following discussion provides a brief summary of the material changes in our operating assets and liabilities from 2007 to 2006.  

Prepayments, deposits and other receivables

Our prepayments, deposits and other receivables increased from $117,674 in 2006 to $464,652 in 2007.  The increase from 2006 to 2007 was primarily a result of prepayments for the acquisition of medical equipment, and the renovation of the Company’s office premises.

Accounts Payable

Our accounts payable increased from $0.00 in 2006 to $225,547 in 2007.  The increase in accounts payable was primarily attributable to the purchase of medical equipment and materials.

Amounts Due to Directors

Our amounts due to directors increased by $406,892 in 2007 as compared to $7,301 in 2006.   The increase in amounts due to directors was attributable to temporary advances made by the directors to be used for operating cash flow.  The advances do not bear interest and have no fixed term of repayment.

ITEM 3. PROPERTIES

Medical Clinic

The Company currently operates a 24,200 square foot medical clinic and pharmacy in Dalian, China.  The Company leases the space in which it operates its medical clinic from ShuBin Wang, a director and principal shareholder of the Company.  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 the premises housing its medical clinic.  Pursuant to the terms of the House Lease Agreement, Dalian Vitup Healthcare leased the property located at No. 10-1-3-2(03) Ming Ze Yuan, Dalian City, China for a period of 15 years at an 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 of 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 attached hereto as Exhibit 10.8, and is herein incorporated by reference.  

Mobile Medical Check-up Facility

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The Company 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 sight at its various customers’ business operations and factories.  The mobile clinic contains a variety of modern medical equipment.

Equipment

Within our medical facilities and mobile medical clinic, the Company owns and utilizes 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 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of April 25, 2008, the ownership of each person known by the Registrant to be a beneficial owner of 5% or more of its common stock. Except as otherwise noted, each person listed below is a sole beneficial owner of the shares and has sole investment and voting power as to such shares.  No person listed below has any options, warrants or other right to acquire additional securities of the Registrant except as may be otherwise noted.

Title of Class	Name and Address	Number of Shares Beneficially Owned	Percent of Class
Common	ShuBin Wang No. 108-1 South Road, Zhongshan District, Dalian, P.R. China	8,560,656(1)	57.1%
Common	Feng Gu No. 108-1 South Road, Zhongshan District, Dalian, P.R. China	8,560,656(1)	57.1%

(1)

This figure includes 3,392,865 shares owned directly by Feng Gu, ShuBin Wang’s wife, of which ShuBin Wang may be deemed to be the beneficial owner.

(2)

This figure includes 5,167,791 shares owned directly by ShuBin Wang, of which Feng Gu may be deemed to be the beneficial owner.

Security Ownership of Management

The following table sets forth, as of April 25, 2008, the ownership of each executive officer and director of the Registrant, and of all executive officers and directors of the Registrant as a group. Except as otherwise noted, each person listed below is a sole beneficial owner of the shares and has sole investment and voting power as to such shares.  No person listed below has any options, warrants or other right to acquire additional securities of the Registrant except as may be otherwise noted.

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Title of Class	Name and Address	Number of Shares Beneficially Owned	Percent of Class
Common	ShuBin Wang (1) No. 108-1 South Road, Zhongshan District, Dalian, P.R. China	8,560,656(2)	57.1%
Common	Feng Gu (1) No. 108-1 South Road, Zhongshan District, Dalian, P.R. China	8,560,656(3)	57.1%
Common	Mr. Xun Yuan (1) No. 108-1 South Road, Zhongshan District, Dalian, P.R. China	0	0.0%
Common	Mr. Laifu Zhong (1) No. 108-1 South Road, Zhongshan District, Dalian, P.R. China	0	0.0%
Common	Mr. Liming Gong (1) No. 108-1 South Road, Zhongshan District, Dalian, P.R. China	0	0.0%
Common	Ms. Yan Zheng (1) No. 108-1 South Road, Zhongshan District, Dalian, P.R. China	0	0.0%
Common	Dr. JuKun Huang (1) No. 108-1 South Road, Zhongshan District, Dalian, P.R. China	0	0.0%
Common	All Directors and Officers as a Group (7 in total)	8,560,656	57.1%

(1)

Officer or Director of the Registrant

(2)

This figure includes 3,392,865 shares owned directly by Feng Gu, ShuBin Wang’s wife, of which ShuBin Wang may be deemed to be the beneficial owner.

(3)

This figure includes 5,167,791 shares owned directly by ShuBin Wang, of which Feng Gu may be deemed to be the beneficial owner.

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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

Directors, Executive Officers and Significant Employees

The respective positions and ages of our directors and executive officers of the Registrant, Dalian Vitup Management, Dalian Vitup Healthcare, and the Dalian Vitup Clinic are shown in the following tables. Each director has been elected to hold office until the next annual meeting of shareholders and thereafter until his successor is elected. Vacancies in the existing Board of Directors are filled by majority vote of the remaining Directors. There are no agreements or understandings for any officer or director to resign at the request of another person and no officer or director is acting on behalf of or will act at the direction of any other person.

China Vitup Health Care Holdings, Inc.

Name	Age	Position	Director or Officer Since
Mr. ShuBin Wang	43	Director	October 2006
Ms. Feng Gu	44	Director & Chief Executive Officer	October 2006
Mr. Xun Yuan	52	Director	October 2006
Mr. Laifu Zhong	66	Director	October 2006
Mr. Liming Gong	61	Director	October 2006
Ms. Yan Zheng	37	Chief Financial Officer	October 2006
Dr. Huang JuKun	36	Chief Medical Director	January 2007

Dalian Vitup Management Holdings, Inc.

Name	Age	Position
Mr. ShuBin Wang	43	Executive Director
Ms. Feng Gu	44	Chief Executive Officer
Ms. Yan Zheng	37	Chief Financial Officer
Dr. Huang JuKun	36	Chief Medical Director

Dalian Vitup Healthcare Management Co., Ltd.

Name	Age	Position
Mr. ShuBin Wang	43	President & Director
Ms. Feng Gu	44	Chief Executive Officer & Director
Ms. Yan Zheng	37	Chief Financial Officer
Dr. Huang JuKun	36	Chief Medical Director

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Dalian Zhongshan Vitup Clinic

Name	Age	Position
Mr. ShuBin Wang	43	Executive Director
Ms. Feng Gu	44	General Manager

Biographical Information

Mr. ShuBin Wang.  Mr. ShuBin Wang (“Mr. Wang”) has been the Chairman of the Board of Directors (the “Board”) of the Registrant since October 2006.  His primary responsibility is the general management of the Board.  In addition to serving on the Board, Mr. Wang also serves as: i) the Executive Director of the Registrant’s wholly-owned subsidiary, Dalian Vitup Management; ii) as the President and Director of the Registrant’s operating affiliate, Dalian Vitup Healthcare; and iii) as the Executive Director of the Registrant’s operating affiliate, the Dalian Vitup Clinic. Prior to beginning his tenure as the Chairman of the Board of the Registrant, Mr. Wang co-founded Dalian Vitup Healthcare in 2004.  Dalian Vitup Healthcare is the primary business operation of the Registrant.  In 1998, Mr. Wang founded a chain of Herbal Pharmacy stores located throughout Chin a, which he actively managed until 2004.  From 1994 to 1998, Mr. Wang served as the manager of PACC (Pingan) Insurance, where he oversaw the company’s operations.    Mr. Wang holds a Master of Business Administration from the Dalian University of Science and Technology, located in Dalian City in the Liaoning Province of the PRC.

Ms. Feng Gu.  Ms. Feng Gu (“Ms. Gu”) has been the Chief Executive Officer (“CEO”) and a Director of the Registrant since October 2006.  In addition to serving in her various capacities for the Registrant, Feng Gu also serves as: i) the CEO of the Registrant’s wholly-owned subsidiary, Dalian Vitup Management; ii) as the CEO and Director of the Registrant’s operating affiliate, Dalian Vitup Healthcare; and iii) as the General Manager of the Registrant’s operating affiliate, the Dalian Vitup Clinic.  Ms. Gu worked as an Inspector for the Dalian Provincial Government from 1994 to 2004.  Prior to holding that position, she served as an Inspector of the Jilin Provincial Government from 1986 to 1994.  Ms. Gu holds a Law Degree from the Chang Chun University.

Mr. Xun Yuan.  Mr. Xun Yuan (“Mr. Yuan”) has been a Director of the Registrant since October 2006.  In addition to serving on the Board, from 1995 to the present, Mr. Yuan has served as the Deputy President of Dalian University located in Dalian, China.  Prior to becoming the Deputy President, from 1987 to 1995 Mr. Yuan served as the Section Chief of the Education Administration at the Medical College of Dalian University.  Additionally, Mr. Yuan served as a Teacher at the Dalian Hygiene School from 1983 to 1987.  He holds a Medical Degree from the China Medical University.

Mr. Laifu Zhong. Mr. Laifu Zhong (“Mr. Zhong”) has been a Director of the Registrant since October 2006.  In addition to serving on the Board, from 1974 to the present, Mr. Zhong has been a Professor of Preventative Medicine at the Dalian Medical University located in Dalian, China.   He also serves as the Chief of the Sino-Japanese Cooperation Medical Science Research Institute at the Dalian University.  

Mr. Liming Gong.  Mr. Liming Gong (“Mr. Gong”) has been the President and a Director of the Registrant since October 2006.  In addition to serving on the Board, from 1995 to the present, Mr. Gong has been the President at the Dalian Medical University, located in Dalian, China.   Prior to becoming the President at the Dalian Medical University, Mr. Gong served as the Deputy Chief of the Dalian Education Bureau from 1990 to 1995.  He holds a Bachelors Degree from the Liaoning Normal University.

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Ms. Yan Zheng.  Ms. Yan Zheng (“Ms. Zheng”) has been the Chief Financial Officer (“CFO”) of the Registrant since October 2006.  In addition to serving as the CFO of the Registrant, Ms. Zheng also serves as: i) the CFO of the Registrant’s wholly-owned subsidiary, Dalian Vitup Management; and ii) as the CFO of the Registrant’s operating affiliate, Dalian Vitup Healthcare.  Prior to joining the Registrant, Ms. Zheng worked  from 2005 to 2006 as the CFO of Dalian Panissoni, a software engineering company.  Additionally, from 2001 to 2005 she was the Financial Inspector General of Dalian Content Austria Health Management.  Ms. Zheng has a Master’s Degree in accounting from the Dalian Northeast Finance and Economics University.

Mr. Huang JuKun.  Mr. Huang JuKun (“Mr. Huang”) has been the Chief Medical Officer of the Registrant since January 2007.  In addition to serving as the Chief Medical Officer of the Registrant, Mr. Huang also serves as the Chief Medical Officer of the Registrant’s wholly-owned subsidiary, Dalian Vitup Management.  Prior to joining the Registrant, Mr. Huang worked as an advisor in the Academic Development Department of Xinyi Corp. from March 31, 2007 to May 21, 2007.  As an advisor in the Academic Development Department, Mr. Huang was responsible for the oversight of the medical and development department of Xinyi Corp.   From August 21, 2001 to March 31, 2007, Mr. Huang served as the President of The QiGong Institute of Traditional Chinese Medicine.  As the President of The Qigong Institute of Traditional Chinese Medicine, Mr. Huang was responsible for the review of traditional Chinese medicine of the QiGong Institute of Traditional Chinese medicine.

Family Relationships

Mr. ShuBin Wang, chairman of the Board, is married to Ms. Feng Gu, director and CEO of the Registrant.  Aside from the foregoing, there are no family relationships between any of the current directors or officers of the Registrant.

Directorships

None of the Registrant’s executive officers or directors is a director of any company with a class of equity securities registered pursuant to Section 12 of the Securities exchange Act of 1934 (the “Exchange Act”) or subject to the requirements of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Involvement in Certain Legal Proceedings

None of the Registrant’s officers, directors, promoters or control persons has been involved in the past five (5) years in any of the following:

(1)

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2)

Any conviction in a criminal proceedings or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)

Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; or

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(4)

Being found by a court of competent jurisdiction (in a civil action), the SEC or the U.S. Commodity Futures Trading Commission to have violated a federal or state securities laws or commodities law, and the judgment has not been reversed, suspended, or vacated.

ITEM 6. EXECUTIVE COMPENSATION

Executive Compensation

The following table sets forth executive compensation for fiscal years ended 2007 and 2006.

Summary Compensation Table

						Non-Equity	Non-qualified
						Incentive	Deferred
				Stock	Option	Plan	Compensation	All other
Name and		Salary	Bonus	Award(s)	Award(s)	Compensation	Earnings	Compensation	Total
Principal Position	Year	($)	($)	($)	($)	(#)	($)	($)	($)
Feng Gu, Chief Executive Officer	2007 2006	$12,698 $2,568	-- --	-- --	-- --	-- --	-- --	-- --	$12,698(1) $2,568(1)
Zheng Yan, Chief Financial Officer	2007 2006	-- --	-- --	-- --	-- --	-- --	-- --	-- --	-- --
Huang Jukun , Chief Medical Officer	2007 2006	-- --	-- --	-- --	-- --	-- --	-- --	-- --	-- --

(1)

These figures represent funds paid to Feng Gu for her services rendered as the CEO of the Registrant’s subsidiary, Dalian Vitup Management Holdings Co., Ltd.

Employment Agreements

We do not have signed employment agreements with our officers. We provide our officers with retirement benefits as required under PRC law.  We do not have any agreements for compensation of officers after their resignation or retirement.

Subsidiary Employment Agreements

The Company’s subsidiary Dalian Vitup Management Holdings Co., Ltd. has entered into employment agreements with its executive officers.  The following discussion identifies and summarizes the employment agreements that Dalian Vitup Management has entered into with its executive officers:

Senior Management Staff Employment Contract – ShuBin Wang

On September 1, 2006 Dalian Vitup Management Holdings Co., Ltd. entered into a five year employment contract with Mr. ShuBin Wang, pursuant to which, Dalian Vitup Management Holdings Co., Ltd. agreed to employ Mr. Wang as the President of the Board of Dalian Vitup Management Holdings Co., Ltd.  The foregoing description of the Senior Management Staff Employment Contract with Shubin Wang is qualified in its entirety by reference to the agreement which is attached hereto as Exhibit, 10.9 and is herein incorporated by reference.  

Senior Management Staff Employment Contract – Feng Gu

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On September 1, 2006 Dalian Vitup Management Holdings Co., Ltd entered into a five year employment contract with Ms. Feng Gu, pursuant to which Dalian Vitup Management Holdings Co., Ltd.  agreed to employ Ms. Gu as the Chief Executive Officer of Dalian Vitup  Management Holdings Co., Ltd The foregoing description of the Senior Management Staff Employment Contract with Feng Gu is qualified in its entirety by reference to the agreement which is attached hereto as Exhibit 10.10 and is herein incorporated by reference.

Senior Management Staff Employment Contract – Zheng Yan

On September 1, 2006 Dalian Vitup Management Holdings Co., Ltd. entered into a five year employment contract with Ms. Zheng Yan, pursuant to which Dalian Vitup Management Holdings Co., Ltd. agreed to employ Ms. Zheng Yan as the Chief Financial Officer of Dalian Vitup Management Holdings Co., Ltd.  The foregoing description of the Senior Management Staff Employment Contract with Zheng Yan is qualified in its entirety by reference to the agreement which is attached hereto as Exhibit 10.11, and is herein incorporated by reference.

Senior Management Staff Employment Contract – Huang JuKun

On September 1, 2006 Dalian Vitup Management Holdings Co., Ltd entered into a five year employment contract with Mr. Huang Jukun, pursuant to which Dalian Vitup Management Holdings Co., Ltd. agreed to employ Mr. Jukun as the Chief Medical Officer of Dalian Vitup Management Holdings Co., Ltd.  The foregoing description of the Senior Management Staff Employment Contract with Huang Jukun is qualified in its entirety by reference to the agreement which is attached hereto as Exhibit 10.12, and is herein incorporated by reference.

Stock Option Plans

No member of Registrant’s management has been granted any stock option or stock appreciation right.

Termination of Employment and Change of Control Arrangement

There are no compensatory plans or arrangements, including payments to be received from the Registrant, with respect to any person named in the Summary Compensation Table set out above which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of such person's employment with the Registrant or its subsidiaries, or any change in control of the Registrant, or a change in the person's responsibilities following a change in control of the Registrant.

Future compensation of officers will be determined by the board of directors based upon the financial condition and performance of the Registrant, the financial requirements of the Registrant, and individual performance of each officer. 

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Registrant for the benefit of its employees.

Director Compensation

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The Registrant’s directors are not paid any salary as compensation for services they provide as directors of the Registrant. Except as identified in the chart below, no additional amounts are payable to the Registrant's directors for committee participation or special assignments.

The following table sets forth the compensation of our directors for the fiscal year ended December 31, 2007:  

	Fees
	Earned			Non-Equity
	And			Incentive	Non-qualified
	Paid in	Stock	Option	Plan	Compensation	All other
Name and	Cash	Award(s)	Award(s)	Compensation	Earnings	Compensation	Total
Shubin Wang	--	$48,981(1)	--	--	--	--	$48,981
Feng Gu	--	--	--	--	--	$12,698 (2)	$12,698
Xun Yuan	--	--	--	--	--	--	--
Laifu Zhong	--	--	--	--	--	--	--
Mr. Liming Gong	--	--	--	--	--	--	--

(1)

This amount represents 32,654 shares of the Company’s common stock that was issued in exchange for services rendered as a Director of the Registrant, which services were valued at $48,981, based on the share price of $1.5 for 32,654 shares of common stock at the grant date.

(2)

This figure represents funds paid to Feng Gu for her services rendered as CEO of the Registrant’s subsidiary, Dalian Vitup Management Holdings Co., Ltd.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following are transactions with related persons:

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 the Dalian Vitup Clinic 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 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) a Consulting Agreement; and 6) a Shift Contract (collectively referred to as the “Clinic Agreements”).  The following is a summary of these agreements, all of which are filed herewith as exhibits to this Form 10:

Loan Agreement

The Loan Agreement, dated September 1, 2006, is by and among Dalian Vitup Management Holdings Co., Ltd., ShuBin Wang and Feng Gu.  The Loan Agreement was made for the purposes of forming and capitalizing Dalian Vitup Healthcare and to implement the contractual arrangements in our corporate structure.  Pursuant to the terms of the Loan Agreement:

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·

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

The Share Pledge Contract, dated September 1, 2006, is by and among Dalian Vitup Management Holdings Co., Ltd., ShuBin Wang, Feng Gu, and Dalian Vitup Healthcare Management Co., Ltd.  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

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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 Holdings Co., Ltd., ShuBin Wang, Feng Gu, and Dalian Vitup Healthcare Management Co., Ltd.  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.

·

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 Holdings Co., Ltd.  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.

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·

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.

Consulting Agreement

The Consulting Agreement, dated September 1, 2006, is by and among Dalian Vitup Management, and Dalian Vitup Healthcare.   Pursuant to the terms of the 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).

·

Subject to certain early termination provisions, the 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 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 Consulting Agreement upon 30 days prior notice to Dalian Vitup Healthcare at any time.  

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

The Shift Contract, is by and among ShuBin Wang and Dalian Vitup Management Holdings Co., Ltd.  Pursuant to the terms of the Shift Contract:

·

The parties agree and acknowledge that Dalian Vitup Management Holdings is the actual owner of all of the Dalian Zhongshan Vitup Clinic’s property, rights and interests.

·

The parties agree and acknowledge that the Dalian Zhongshan Vitup Clinic shall be managed and controlled by Dalian Vitup Management.

·

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

·

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 foregoing description of the Clinic Agreements is qualified in its entirety by reference to the Loan Agreement, Share Pledge Contract, Exclusive Option Contract, Proxy Agreement, Consulting Agreement, and Shift Contract, which are attached hereto as Exhibits, 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6, respectively, and are herein incorporated by reference.  

Lease Agreement

On January 12, 2004, the Registrant’s operating affiliate, Dalian Vitup Healthcare Management Co., Ltd. entered into a House Lease Agreement with Shubin Wang, a director and majority shareholder of the Company, for the lease of the premises housing its medical clinic located in Dalian.  Pursuant to the terms of the House Lease Agreement, the Dalian Vitup Healthcare Management leased the property located at No. 10-1-3-2(03), Ming Ze Yuan, Dalian City, China for a period of 15 years at an annual

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rental rate of RMB 100,000 (approximately US $13,835.30).  The foregoing description of the House Lease Agreement is qualified in its entirety by reference to the House Lease Agreement which is attached hereto as Exhibit 10.8, and is herein incorporated by reference.  

Temporary Advance From Directors For Operating Expenses

As of December 31, 2007, the Company had temporary advances for operating expenses in the aggregate of $387,069 from directors, Mr. ShuBin Wang and Ms. Feng Gu.  The amount is unsecured and interest-free with no fixed terms of repayment.

ITEM 8.  LEGAL PROCEEDINGS

The Registrant 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 Registrant, and no owner of record or beneficial owner of more than 5.0% of the securities of the Registrant, or any associate of any such director, officer or security holder is a party adverse to the Registrant or has a material interest adverse to the Registrant in reference to pending litigation.

ITEM 9.  MARKET PRICE OF AND DIVIDENDS ON REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

The Registrant's common stock is approved for quotation on the pink sheets under the symbol CVPH.  However, there is no existing trading market for the shares. The Registrant currently has 15,000,000 shares of common stock issued and outstanding.  

The following table sets forth the high and low bid prices of our common stock (USD) for the last two fiscal years and subsequent interim period, 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:

	(U.S. $)
2006	HIGH	LOW
Quarter Ended March 31	$3.80	$0.20
Quarter Ended June 30	$1.60	$0.20
Quarter Ended September 30	$2.40	$0.04
Quarter Ended December 31	$2.35	$0.04
2007	HIGH	LOW
Quarter Ended March 31	$2.00	$0.05
Quarter Ended June 30	$2.25	$.00001
Quarter Ended September 30	$2.25	$0.23
Quarter Ended December 31	$2.25	$0.20

Holders

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The Registrant currently has 15,000,000 shares of common stock issued and outstanding.  Of the 15,000,000 shares, 14,742,856 shares constitute restricted securities as defined in Rule 144 under the Securities Act of 1933 and the share certificates representing such shares include a Rule 144 restrictive legend.  The remaining 257,144 shares are unrestricted, and may be deemed to be free trading securities. Of the 14,742,856 restricted shares, the Registrant believes that the restricted shares which are not held by affiliates, approximately 7,898,512 restricted shares, may be available for resale under Rule 144.  As of April 25, 2008, the Registrant’s stock was owned by41 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, 2007 or 2006.  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 capita l of all classes.

Equity Compensation Plan

We do not have an equity compensation plan.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

The following table lists the securities which the Company has sold within the past three years in transactions which were not registered under the Securities Act of 1933, as amended:

Name and Address	Date	Shares	Consideration
ShuBin Wang No. 108 South Road, Zhongshan District, Dalian, P.R. China	November 15, 2006	4,685,137	(1)
Feng Gu No. 108 South Road, Zhongshan District, Dalian, P.R. China	November 15, 2006	3,392,865	(1)
Shu Chun Wang No. 108 South Road, Zhongshan District, Dalian, P.R. China	November 15, 2006	600,000	(1)
Meng Ying Wang No. 108 South Road, Zhongshan District, Dalian, P.R. China	November 15, 2006	600,000	(1)

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Quin Ping Zhang No. 108 South Road, Zhongshan District, Dalian, P.R. China	November 15, 2006	600,000	(1)
Yan Hai Zhou No. 108 South Road, Zhongshan District, Dalian, P.R. China	November 15, 2006	600,000	(1)
Xiao Li No. 108 South Road, Zhongshan District, Dalian, P.R. China	November 15, 2006	600,000	(1)
Yi Lin Gu No. 108 South Road, Zhongshan District, Dalian, P.R. China	November 15, 2006	450,000	(1)
Qui Feng Yu No. 108 South Road, Zhongshan District, Dalian, P.R. China	November 15, 2006	380,000	(1)
Mid-Continental Securities Corp. P.O. Box 110310 Naples, FL 34108-0106	November 15, 2006	182,200	(1)
Zhi Huang Room 2-11-1, 27/B Zhixinyuan, Wuyi Road, Shahekou District, Dalian, P.R. China	November 15, 2006	150,000	(1)
Yang Zi Wang No. 108 South Road, Zhongshan District, Dalian, P.R. China	November 15, 2006	150,000	(1)
Shuo Wang No. 28 Yangshu Street, Shahekou District, Dalian, P.R. China	November 15, 2006	150,000	(1)
Yong Ran Song No. 108 South Road, Zhongshan District, Dalian, P.R. China	November 15, 2006	150,000	(1)
Yen You Zheng 1980-1055 West Hastings St. Vancouver, British Columbia Canada V6E2E9	November 15, 2006	150,000	(1)
Tian Ying Zheng Room 806, 3/B Block 1 Jiangongbeili, Xuanwu District, Beijing, P.R. China	November 15, 2006	150,000	(1)
Xue Ying Zeng 602 Unit 1, 1/B Jianshe Road, Kunming, Yunnan Province, P.R. China	November 15, 2006	150,000	(1)

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Xiao Mei Wang RM 2006, 14/B Jian Wai Soho Chao Yang District Beijing, China 100022	November 15, 2006	150,000	(1)
Yao Lin No. 1715 CTS Plaza 2 Beisanhuan East Rd. Chao Yang Beijing, China PRC 100028	November 15, 2006	100,000	(1)
Anna Herbst 87-10 Clover Place Holliswood, NY 11423	November 15, 2006	50,000	(1)
Jun Qing Wang RM 2006, 14/B Jian Wai Soho Chao Yang District Beijing, China 100022	November 15, 2006	20,000	(1)
ShuBin Wang No. 108 South Road, Zhongshan District, Dalian, P.R. China	March 27, 2007	32,654	(2)

(1)

The shares were exchanged pursuant to an Agreement for Share Exchange between the Registrant and China Vitup BVI whereby the shareholders of China Vitup BVI exchanged their shares in China Vitup BVI for shares in the Registrant. For each of the above share issues we relied on Section 4(2) of the Securities Act because the transaction did not involve a public offering and was therefore exempt from the registration requirements of the Securities Act.  No underwriters were used, nor were any brokerage commissions paid in connection with the above share issues.

(2)

These shares were issued in exchange for services rendered, which services were valued at $48,981.

ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

Common Stock

We are authorized to issue 500,000,000 shares of $ 0.0001 par value common stock, of which 15,000,000 shares are issued and outstanding. As of the date hereof, there are no outstanding options, warrants or other securities.

Voting Rights

Each outstanding share of the common stock is entitled to one vote in person or by proxy in all matters that may be voted upon by shareholders of the Registrant.

Cash Dividends

As of the date hereof, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, and other applicable conditions. We do not intend to pay any cash dividends in the foreseeable future but rather to reinvest earnings, if any, in our business operations.

Anti-Takeover Provisions

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There are no anti-takeover provisions that may have the effect of delaying or preventing a change in control.

Preemptive Rights

The holders of the common stock have no preemptive or other preferential rights to purchase additional shares of any class of the Registrant's capital stock in subsequent stock offerings.

Liquidation Rights

In the event of the liquidation or dissolution of the Registrant, the holders of the common stock are entitled to receive, on a pro rata basis, all assets of the Registrant remaining after the satisfaction of all liabilities.

Conversion and Redemption Rights

The shares of the Registrant’s common stock have no conversion rights and are not subject to redemption. All of the issued and outstanding shares of the Registrant’s common stock are, and the unissued shares in this offering, when sold and paid for, will be duly authorized, fully paid, non-assessable and validly issued.

Stock Transfer Agent

The Registrant’s transfer agent is Corporate Stock Transfer, 3200 Cherry Creek Drive South, Suite 340, Denver, Colorado 80209.

ITEM 12.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company’s Articles of Incorporation and Bylaws include provisions requiring the Company to provide indemnification for officers, directors, and other persons.  The following describes the terms of the indemnification:

(a) To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.75 1), as the same now exists or may hereafter be amended or supplemented, the Corporation shall indemnify its directors and officers, including payment of expenses as they are incurred and in advance of the final disposition of any action, suit, or proceeding. Employees, agents, and other persons may be similarly indemnified by the Corporation, including advancement of expenses, in such case or cases and to the extent set forth in a resolution or resolutions adopted by the Board of Directors. No amendment of this Section shall have any effect on indemnification or advancement of expenses relating to any event arising prior to the date of such amendment.

(b) The Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of suit, litigation or other proceedings which is specifically permissible under applicable law.

(c) To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.752), as the same now exists or may hereafter be amended or supplemented, the Corporation may

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purchase and maintain insurance and make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for any liability asserted against such person and liability and expense incurred by such person in its capacity as a director, officer, employee, or agent, or arising out of such person's status as such, whether or not the Corporation has the authority to indemnify such person against such liability and expenses.

ITEM 13.  FINANACIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required to be included in this registration statement appear at the end of the registration statement beginning on page F-1.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT

We have had no changes in or disagreements with our accountants required to be disclosed pursuant to Item 304 of Regulation S-K. 

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

(a)

The following financial statements are filed at a part of this registration statement:

Audited consolidated financial statements for China Vitup Health Care Holdings, Inc. for the fiscal years ended December 31, 2007 and 2006

(b)

The following exhibits are furnished with this registration statement

3.1	Articles of Incorporation of China Vitup Health Care Holdings, Inc.
3.2	Bylaws of China Vitup Health Care Holdings, Inc.
10.1	Loan Agreement dated September 1, 2006, by and among Dalian Vitup Management Holdings Co. Ltd. a corporation formed under the laws of the PRC, ShuBin Wang, and Feng Gu.
10.2	Share Pledge Contract dated September 1, 2006 by and among Dalian Vitup Management Holdings Co., Ltd, a corporation formed under the laws of the PRC, ShuBin Wang, Feng Gu, and Dalian Vitup Healthcare Management Co., Ltd., a corporation formed under the laws of the PRC.
10.3	Exclusive Option Contract dated September 1, 2006, by and among Dalian Vitup Management Holdings Co. Ltd., a corporation formed under the laws of the PRC, ShuBin Wang, Feng Gu, and Dalian Vitup Healthcare Management Co., Ltd., a corporation formed under the laws of the PRC.
10.4	Proxy Agreement dated September 1, 2006, by and among ShuBin Wang, Feng Gu and Dalian Vitup Management Holdings Co., Ltd., a corporation formed under the laws of the PRC.

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10.5	Consulting Agreement dated September 1, 2006, by and among Dalian Vitup Management Holdings Co., Ltd., a corporation formed under the laws of the PRC and Dalian Vitup Healthcare Management Co., Ltd., a corporation formed under the laws of the PRC.
10.6	Shift Contract by and among Dalian Vitup Management Holdings Co., Ltd.. and Shubin Wang.
10.7	Form Cooperation Agreement
10.8	House Lease Agreement dated July 12, 2004 by and between ShuBin Wang and Dalian Vitup Healthcare Management Co., Ltd.
10.9	Senior Management Staff Employment Contract dated September 1, 2006, by and among Dalian Vitup Management Holdings Co., Ltd. and Shubin Wang.
10.10	Senior Management Staff Employment Contract dated September 1, 2006, by and among Dalian Vitup Management Holdings Co., Ltd. and Feng Gu.
10.11	Senior Management Staff Employment Contract dated September 1, 2006, by and among Dalian Vitup Management Holdings Co., Ltd. and Zheng Yan.
10.12	Senior Management Staff Employment Contract dated January 1, 2007, by and among Dalian Vitup Management Holdings Co., Ltd. and Huang Jukun.

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

China Vitup Health Care Holdings, Inc.

By: /s/ Feng Gu, Chief Executive Officer

Date: May 1, 2008

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CHINA VITUP HEALTH CARE HOLDINGS, INC.

Consolidated Financial Statements

For The Years Ended December 31, 2007 And 2006

(With Report of Independent Registered Public Accounting Firm Thereon)

ZHONG YI (HONG KONG) C.P.A. COMPANY LIMITED

Certified Public Accountants

- F - 1 -

CHINA VITUP HEALTH CARE HOLDINGS, INC.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-3
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations & Comprehensive Income	F-5
Consolidated Statements of Cash Flows	F-6
Consolidated Statements of Stockholders’ Equity	F-7
Notes to Consolidated Financial Statements	F-8 – F- 22

5/14/2007 20:33 PM

- F - 2 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

CHINA VITUP HEALTH CARE HOLDINGS, INC.

We have audited the accompanying consolidated balance sheets of China Vitup Health Care Holdings, Inc. (“the Company”) as of December 31, 2007 and 2006 and the related consolidated statements of operations and comprehensive income, cash flows and stockholders’ equity for the years ended December 31, 2007 and 2006. The financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimat es made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of China Vitup Health Care Holdings, Inc. as of December 31, 2007 and 2006 and the results of operations and cash flows for the years ended December 31, 2007 and 2006 and in conformity with accounting principles generally accepted in the United States of America.

/s/ Zhong Yi (Hong Kong) C.P.A. Company Limited

Zhong Yi (Hong Kong) C.P.A. Company Limited

Certified Public Accountants

Hong Kong, China

April 7, 2008

- F - 3 -

CHINA VITUP HEALTH CARE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2007 AND 2006

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	2007		2006
ASSETS
Current assets:
Cash and cash equivalents	$	651,598	$	531,468
Accounts receivable, trade		209,180		7,352
Inventories		4,113		8,360
Prepayments, deposits and other receivables		473,083		220,320
Total current assets		1,337,974		767,500
Non-current assets:
Plant and equipment, net		1,377,120		780,481
TOTAL ASSETS	$	2,715,094	$	1,547,981
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Deferred revenue	$	5,572	$	24,658
Accounts payable		225,547		-
Amounts due to directors		387,069		7,301
Income tax payable		52,655		35,290
Accrued liabilities and other payables		95,747		100,485
Total current liabilities		766,590		167,734
Long-term liabilities:
Note payable, related party		970,756		970,756
TOTAL LIABILITIES		1,737,346		1,138,490
Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no share issued and outstanding		-		-
Common stock, $0.0001 par value, 500,000,000 shares authorized, 15,000,000 and 14,967,346 shares issued and outstanding as of December 31, 2007 and 2006		1,500		1,497
Additional paid-in capital		167,481		118,503
Accumulated other comprehensive income		152,515		43,010
Statutory reserve		179,820		96,634
Equity of VIE		(97,012)		(97,012)
Retained earnings		573,444		246,859
Total stockholders’ equity		977,748		409,491
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,715,094	$	1,547,981

See accompanying notes to consolidated financial statements.

CHINA VITUP HEALTH CARE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

- F - 4 -

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

 (Currency expressed in United States Dollars (“US$”), except for number of shares)

	Years ended December 31,
	2007		2006
OPERATING REVENUES	$	2,019,327	$	991,679
COST OF REVENUES (exclusive of depreciation)		719,024		192,673
GROSS PROFIT		1,300,303		799,006
Operating expenses:
Depreciation		352,046		116,879
Rental expense – related party		46,799		22,348
General and administrative		441,881		285,443
Total operating expenses		840,726		424,670
INCOME FROM OPERATION		459,577		374,336
Other income:
Interest income		1,946		917
Other income		12,176		-
Total other income		14,122		917
INCOME BEFORE INCOME TAXES		473,699		375,253
Income tax expense		(63,928)		(31,760)
NET INCOME	$	409,771	$	343,493
Other comprehensive income:
- Foreign currency translation gain		109,505		43,010
COMPREHENSIVE INCOME	$	519,276	$	386,503
Net income per share – Basic and diluted	$	0.03	$	0.03
Weighted average number of shares outstanding during the year – Basic and diluted		14,992,306		13,656,968

See accompanying notes to consolidated financial statements.

- F - 5 -

CHINA VITUP HEALTH CARE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

(Currency expressed in United States Dollars (“US$”))

	Years ended December 31,
	2007		2006
Cash flows from operating activities:
Net income	$	409,771	$	343,493
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation		352,046			116,879
Gain on disposal of plant and equipment		(12,176)			-
Stock-based compensation to a director, non-cash		48,981			-
Changes in operating assets and liabilities:
Accounts receivable, trade		31,733			(7,352)
Inventories		4,663			(5,071)
Prepayments, deposits and other receivables		(464,652)			(117,674)
Deferred revenue		(20,096)			24,658
Accounts payable		257,819			-
Amounts due to directors		406,892			7,301
Income tax payable		14,466			35,089
Accrued liabilities and other payables		(81,257)			97,740
Net cash generated from operating activities		948,190			495,063
Cash flows from investing activities:
Cash proceeds to VIEs		-			(49,939)
Purchase of plant and equipment		(894,588)			(76,666)
Net cash used in investing activities		(894,588)			(126,605)
Cash flows from financing activities:
Contribution by stockholders		-			120,000
Net cash generated from financing activities		-			120,000
Foreign currency translation adjustment		66,528			43,010
NET CHANGE IN CASH AND CASH EQUIVALENTS		120,130			531,468
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		531,468			-
CASH AND CASH EQUIVALENTS, END OF YEAR	$	651,598	$		531,468
SUPPLEMENTAL DISCLOSURE OF CASH FLOW    INFORMATION
Cash paid for income taxes	$	60,432	$		-
Cash paid for interest expense	$	-	$		-

SUPPLEMENTAL DISCLOSURE OF NON-CASH    TRANSACTIONS
Comprehensive income	$	109,505	$	43,010
Share issued for acquisition	$	-	$	1,497

See accompanying notes to consolidated financial statements.

- F - 6 -

CHINA VITUP HEALTH CARE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

(Currency expressed in United States Dollars (“US$”), except for number of shares)

As of December 31, 2005

	Preferred stock			Common stock			Additional  paid-in  capital		Accumulated  other  comprehensive  income		Statutory reserve		Equity of VIE		Retained earnings		Total stockholder’s equity
	No. of share	Amount		No. of share	Amount
	-	$	-	13,460,202	$	1,346	$	(1,346)	$	-	$	-	$	-	$	-	$	-
Contribution from stockholders	-		-	-		-		120,000		-		-		-		-		120,000
Contribution from VIE	-		-	-		-		-		-		-		(97,012)		-		(97,012)
Shares issued for reverse acquisition	-		-	1,507,144		151		(151)		-		-		-		-		-
Foreign currency translation adjustment	-		-	-		-		-		43,010		-		-		-		43,010
Net income for the year	-		-	-		-		-		-		-		-		343,493		343,493
Appropriation to statutory reserve	-		-	-		-		-		-		96,634		-		(96,634)		-
As of December 31, 2006	-		-	14,967,346		1,497		118,503		43,010		96,634		(97,012)		246,859		409,491
Stock-based compensation to a director, non-cash	-		-	32,654		3		48,978		-		-		-		-		48,981
Foreign currency translation adjustment	-		-	-		-		-		109,505		-		-		-		109,505
Net income for the year	-		-	-		-		-		-		-		-		409,771		409,771
Appropriation to statutory reserve	-		-	-		-		-		-		83,186		-		(83,186)		-
As of December 31, 2007	-	$	-	15,000,000	$	1,500	$	167,481	$	152,515	$	179,820	$	(97,012)	$	573,444	$	977,748

See accompanying notes to consolidated financial statements.

F - 7

CHINA VITUP HEALTH CARE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

(Currency expressed in United States Dollars (“US$”))

1.

ORGANIZATION AND BUSINESS BACKGROUND

China Vitup Health Care Holdings, Inc. (“CVPH”) was incorporated under the laws of Canada on February 24, 2003. CVPH was originally organized as Second Bavarian Mining Consulting Services, Inc. On August 10, 2004, CVPH changed its domicile to the State of Wyoming, United States of America and changed its name to Tubac Holdings, Inc. 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 is wholly-owned subsidiary, CVPH, 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 CVPH; Tubac ceased to exist as a separate entity and CVPH continued as the surviving company

On November 16, 2006, CVPH completed a stock exchange transaction (the “Exchange”) with the shareholders of China Vitup Healthcare Holdings, Inc. (“China Vitup BVI”), whereby 13,460,202 shares of CVPH’s common stock was issued to the shareholders of China Vitup BVI in exchange for 100% of the common stock of China Vitup BVI. The Exchange resulted in the previous controlling shareholders of China Vitup BVI becoming the controlling shareholders of CVPH.  

The Exchange has been accounted for as a reverse acquisition and recapitalization of the CVPH whereby China Vitup BVI is deemed to be the accounting acquirer (legal acquiree) and CVPH to be the accounting acquiree (legal acquirer). CVPH is deemed to be a continuation of the business of China Vitup BVI. Accordingly, its assets and liabilities are included in the balance sheet at their historical book values and the results of operations of China Vitup BVI have been presented for the comparative prior period.

During 2007, CVPH, through its subsidiaries and variable interest entities (“VIEs”), engages in the provision of health management service and Chinese medical service in the People’s Republic of China (the “PRC”).

The Company has the following wholly-owned subsidiaries:

l

China Vitup BVI was incorporated in the British Virgin Islands (“BVI”) as a BVI business company on June 29, 2006 with an authorized capital of 50,000 shares of common stock at no par value per share, for the purpose of holding 100% equity interest in Dalian Vitup Management Holdings Co., Ltd (“Dalian Vitup Management”).

l

Dalian Vitup Management was organized as a wholly-foreign owned enterprise in Dalian City, Liaoning Province, the People’s Republic of China (the “PRC”) on August 30, 2006 with a registered and paid-up capital of $125,000 (equivalent to Renminbi Yuan (“RMB”) 1,000,000). Its principal activity is the provision of healthcare consulting.

The Company has the following significant VIEs in the PRC:

l

Dalian Vitup Healthcare Management Co., Ltd. (“Dalian Vitup Healthcare”) was registered as a limited liability company in Dalian City, Liaoning Province, the PRC on March 4, 2004 with a registered and paid-up capital of $970,756 (equivalent to RMB 8,000,000). The equity interest of Dalian Vitup Healthcare was owned by Mr. Wang Shubin and Ms. Gu Feng, the major shareholders of CVPH. Its principal activity is to operate a health center in Dalian City, Liaoning Province, the PRC.

F - 8

l

Dalian Zhongshan Vitup Clinic (“Dalian Vitup Clinic”) was registered as a sole-proprietorship in Dalian City, Liaoning Province, the PRC on January 10, 2006 with a registered and paid-up capital of $12,134 (equivalent to RMB 100,000). The equity interest of Dalian Vitup Clinic was wholly-owned by Mr. Wang Shubin, a major shareholder of CVPH. Its principal business is engaged in the provision of Chinese medical consultation services in the PRC.

CVPH, China Vitup BVI, Dalian Vitup Management, Dalian Vitup Healthcare and Dalian Vitup Clinic are hereinafter referred to as (the “Company”).

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

·

Basis of presentation

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.

·

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 period reported. Actual results may differ from these estimates.

·

Principles of consolidation

The consolidated financial statements include the accounts of the Company, China Vitup BVI, Dalian Vitup Management and VIEs for which the Company is the primary beneficiary and the operating results of the VIEs was included in the consolidated statement of operations effective from September 1, 2006, the date when the Company, through Vitup Management, entered into a set of exclusive agreements with the VIEs. Details of the contractual arrangement with the VIEs were disclosed in Note 3 below.

All significant inter-company balances and transactions within the Company have been eliminated on consolidation.

·

Variable interest entities

The Company has adopted FASB Interpretation No. 46R consolidation of Variable Interest Entities, FIN 46R, an Interpretation of Accounting Research Bulletin No. 51. FIN 46R requires a variable interest entity or VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIEs or is entitled to receive a majority of the VIE’s residual returns. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

The Company has the following significant domestic Variable Interest Entities, or VIEs:

• Dalian Vitup Healthcare, a PRC company controlled through Dalian Vitup Management by contracts and operates a health center in the PRC.  It is owned by Mr. Wang Shubin and Ms. Gu Feng, the major shareholders of CVPH.

F - 9

• Dalian Vitup Clinic, a PRC company controlled by Dalian Vitup Healthcare by contract and is engaged in the provision of Chinese medical consultation services in the PRC. It is 100% owned by Mr. Wang Shubin, one of the major shareholder and the director of CVPH.

The capital investment in these VIEs is funded by the Company and registered as interest-free loans to these PRC owners. As of December 31, 2007 and 2006, the total amount of interest-free loans to the owners of the VIEs listed above was US$970,756. Under various contractual agreements, the owners of the VIEs are required to transfer their ownership in these entities to the Company’s subsidiaries in the PRC when permitted by PRC laws and regulations or at any time for the amount of outstanding loans, and all voting rights of the VIEs are assigned to the Company. The Company has the power to appoint all directors and senior management personnel of the VIEs. Through the wholly-owned subsidiaries in the PRC, the Company has also entered into exclusive consulting services.

As a result of these contractual arrangements effective from September 1, 2006, the operating results of the VIEs were included in the consolidated statement of operations of the Company thereon.

The operating results of the VIEs for the period from their inceptions to August 31, 2006, before the effective date of becoming VIEs are recorded as “Equity from VIE” in the consolidated balance sheets.

·

Cash and cash equivalents

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

·

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. As of December 31, 2007 and 2006, the Company did not record an allowance for doubtful accounts, nor have there been any write-offs.

·

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. The Company quarterly reviews historical sales activity to determine excess, slow moving items and potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. As of December 31, 2007 and 2006, the Company did not record inventory allowances, nor have there been any write-offs.

·

Plant and equipment, net

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 expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

F - 10

	Depreciable life	Residual value
Leasehold improvements	5 years	Nil
Medical equipment	5 years	5%
Motor vehicles	10 years	5%
Furniture, fixtures and equipment	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.

·

Impairment of long-lived assets

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of assets to estimated discounted net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment as of December 31, 2007 or 2006.

·

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 and value added taxes. In accordance with the SEC’s Staff Accounting Bulletin No. 104, “Revenue Recognition”, the Company recognizes revenue when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling price is fixed or determinable and collectibility is reasonably assured.

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

Revenues from healthcare consultation and medical consultation services are recognized in the period that services are rendered to the customers. Revenues from the sales of Chinese herbal medicine are recognized upon delivery of the related products.

Under all circumstances, the Company records revenues net of any estimated contractual allowances for potential adjustments resulting from a failure to meet performance or staffing related criteria. If necessary, the Company revises its estimates for such adjustments in future periods when the actual amount of the adjustment is determined. As of December 31, 2007 and 2006, the Company considered no reserve for these potential adjustments.

·

Cost of revenues

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

·

Deferred revenue

F - 11

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

·

Income tax

The Company accounts for income tax using SFAS No. 109 “Accounting for Income Taxes”, which requires the asset and liability approach for financial accounting and reporting for income taxes. Under this approach, deferred income taxes are provided for the estimated future tax effects attributable to temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases, and for the expected future tax benefits from loss carry-forwards and provisions, if any. Deferred tax assets and liabilities are measured using the enacted tax rates expected in the years of recovery or reversal and the effect from a change in tax rates is recognized in the consolidated statement of operations and comprehensive income in the period of enactment. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or a ll of the deferred tax assets will not be realized.

The Company also adopts the provisions of the Financial Accounting Standards Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transitions. The adoption of FIN 48 did not have a significant impact on the Company’s consolidated financial statements.

The Company conducts its major businesses in the PRC and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the foreign tax authority.

·

Advertising costs

The Company expenses advertising costs are accounted for in accordance with SOP 93-7, “Reporting for Advertising Costs”. Advertising costs for the years ended December 31, 2007 and 2006 was $61,713 and $13,678, respectively.

·

Research and development

Research and development costs are expensed when incurred in the development of new products or processes including significant improvements and refinements of existing products. No such costs were incurred for the years ended December 31, 2007 and 2006.

·

Comprehensive income

SFAS No. 130, “Reporting Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statement of changes in 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.

·

Net income per share

The Company calculates net income per share in accordance with SFAS No.128, “Earnings per Share”. Basic net income per share is computed by dividing the net income by the weighted-average number of common shares outstanding. Diluted net income per share is computed similar to basic net income per

F - 12

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, 2007 and 2006.

·

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$"). The Company's major subsidiaries in the PRC, maintained their books and records in its local currency, the Renminbi (“RMB”), which is functional currency as being the primary currency of the economic environment in which these entities operate.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with SFAS No. 52, “Foreign Currency Translation”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of stockholders’ equity.

Translation of amounts from RMB into US$ has been made at the following exchange rates for the respective year:

	2007	2006
Years end RMB:US$ exchange rate	7.3141	7.9051
Average monthly RMB:US$ exchange rate	7.5633	7.9913

·

Stock-based compensation

The Company adopts SFAS No. 123(R), “Share-Based Payment” using the fair value method. Under SFAS No. 123(R), the stock-based compensation is measured using the Black-Scholes Option-Pricing model on the date of grant. The fair value of stock-based compensation that are expected to vest are recognized using the straight-line method over the requisite service period.

·

Related parties

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

·

Segment reporting

SFAS No. 131 “Disclosures about Segments of an Enterprise and Related Information” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and

F - 13

major customers in financial statements. The Company operates in two reportable operating segments: Health Management Service and Chinese Medical Service.

l

Fair value of financial instruments

The Company values its financial instruments as required by SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”. The estimated fair value amounts have been determined by the Company, using available market information and appropriate valuation methodologies. The estimates presented herein are not necessarily indicative of amounts that the Company could realize in a current market exchange.

The Company’s financial instruments primarily include cash and cash equivalents, accounts receivable, inventories, prepayments, deposits and other receivables, deferred revenue, accounts payable, amounts du to directors, income tax payable, accrued liabilities and other payables and note payable.

As of the balance sheet date, the estimated fair values of financial instruments were not materially different from their carrying values as presented due to short maturities of these instruments.

l

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles ("GAAP"), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurement where the FASB has previously determined that under those pronouncements fair value is the appropriate measurement. This statement does not require any new fair value measurements but may require companies to change current practice. This statement is effective for those fiscal years beginning after November 15, 2007 and to the interim periods within those fiscal years. The Company believes that SFAS No. 157 should not have a material impact on the consolidated financial position or results of operations

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS No. 159"). SFAS No. 159 permits entities to choose to measure, on an item-by-item basis, specified financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected are required to be reported in earnings at each reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, the provisions of which are required to be applied prospectively. The Company believes that SFAS 159 should not have a material impact on the consolidated financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), "Business Combinations", or SFAS No. 141R. SFAS No. 141R will change the accounting for business combinations. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141R will change the accounting treatment and disclosure for certain specific items in a business combination. SFAS No. 141R applies prospectively to 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, 2008. Accordingly, any business combinations the Company engages in will be recorded and disclosed following existing GAAP until January 1, 2009. The Company expects SFAS No. 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time. The Company is still assessing the impact of this pronouncement.

F - 14

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160". SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The Company believes that SFAS 160 should not have a material impact on the consolidated financial position or results of operations.

3.

VARIABLE INTEREST ENTITIES

The Company, through its subsidiaries and VIEs, operates a health center and provides healthcare consultation services in the PRC.

On September 1, 2006, the Company, through Dalian Vitup Management, entered into certain exclusive agreements with Dalian Vitup Healthcare and its owners. Pursuant to these agreements, Dalian Vitup Management provides exclusive technical consulting and other general business operation services to Dalian Vitup Healthcare in return of a consulting services fee which is equal to Dalian Vitup Healthcare’s net income. Through these contractual arrangements, Dalian Vitup Management has the ability to substantially influence Dalian Vitup Healthcare’s daily operations and financial affairs, appoint its senior executives and approve all matters requiring shareholder approval. As a result of these contractual arrangements, Dalian Vitup Management should be considered the primary beneficiary of Dalian Vitup Healthcare.

On April 1, 2006, Dalian Vitup Healthcare entered into similar set of exclusive agreements with Dalian Vitup Clinic to enable Dalian Vitup Healthcare to provide traditional Chinese medical consultation services to its customers. Dalian Vitup Clinic is also considered a VIE to Dalian Vitup Healthcare.

Pro forma consolidated financial information

The pro forma consolidated financial information is presented for informational purposes only. It summarized pro forma results of operations for the year ended December 31, 2006, assume that Dalian Vitup Healthcare and Dalian Vitup Clinic had become VIEs in which the Company had variable interests and was the primary beneficiary as of January 1, 2006. These pro forma results have been prepared at the historical cost and do not purport to be indications of the result of operations which actually would have resulted had these VIEs existed as of January 1, 2006.

	2006
Operating revenues	$	1,427,754
Cost of revenues		(350,495)
Gross profit		1,077,259
Total operating expenses		(480,944)
Other income		247
Income tax expense		(45,646)
Net income for the year	$	550,916
Weighted average number of shares outstanding during the year – Basic and diluted		13,656,968
Net income per share – Basic and diluted	$	0.04

F - 15

4.

PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES

Prepayments, deposits and other receivables consisted of the followings:

	As of December 31,
	2007		2006
Prepayments	$	167,145	$	42,785
Deposits		140,842		31,587
Advances to employees		133,224		126,412
Other receivables		31,872		19,536
	$	473,083	$	220,320

5.

PLANT AND EQUIPMENT, NET

Plant and equipment, net, consist of the following:

	As of December 31,
	2007		2006
Leasehold improvements	$	419,895	$	419,465
Medical equipments		1,272,822		562,032
Motor vehicles		273,686		144,624
Furniture, fixtures and equipment		280,596		224,905
Foreign translation difference		90,972		-
		2,337,971		1,351,026
Less: accumulated depreciation		(911,001)		(570,545)
Less: foreign translation difference		(49,850)		-
Net book value	$	1,377,120	$	780,481

Depreciation expense for the years ended December 31, 2007 and 2006 was $352,046 and $116,879, respectively. All the plant and equipment were attributed from the VIEs and Dalian Vitup Management and measured at historical basis.

6.

ACCRUED LIABILITIES AND OTHER PAYABLES

Accrued liabilities and other payables consisted of the followings:

	As of December 31,
	2007		2006
Accrued liabilities	$	83,866	$	79,528
Salaries payable		-		3,246
Welfare payable		4,270		9,673
Other payables		7,611		8,038

F - 16

$ 95,747 $
100,485

7.

INCOME TAXES

The Company is registered in the United States of America and has operations in three tax jurisdictions: the United States of America (“U.S.”), British Virgin Island (“BVI”) and the PRC. The operation in the United States of America has incurred net operating losses for income tax purposes. The Company generated substantially its net income from the operation of its subsidiaries in the PRC and subject to the PRC tax jurisdiction.

The components of income (loss) before income taxes separating U.S., BVI and PRC tax jurisdictions are as follows:

	Years ended December 31,
	2007		2006
Tax jurisdictions:
Loss subject to U.S.	$	(48,981)	$	-
Income (loss) subject to BVI		339		(210)
Income subject to the PRC		522,341		375,463
Income before income taxes	$	473,699	$	375,253

United States of America

CVPH is subject to taxes in the United States of America and has incurred no net operating income for the year ended December 31, 2007 and 2006.

British Virgin Island

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

The PRC

The Company's subsidiaries operating in the PRC, Dalian Vitup Management, Dalian Vitup Healthcare and Dalian Vitup Clinic are subject to taxes in the PRC. Pursuant to the PRC Income Tax Laws, Dalian Vitup Management and Dalian Vitup Healthcare are subject to corporate income tax (“CIT”) at a statutory rate of 33% (30% national income tax and 3% local income tax). Dalian Vitup Clinic is subject to applicable tax rate ranged from 5% to 35% as a sole-proprietorship.

Dalian Vitup Management and Dalian Vitup Clinic have no assessable income for the year ended December 31, 2007 and 2006.

Dalian Vitup Healthcare was granted a tax exemption under the tax law of the “Law of the Administration of Tax Collection”, “Income Tax Law for Enterprises with Foreign Investment and Foreign Enterprises” and “Implementation of the Provisional Regulation of the PRC on Corporate Income Tax” whereas EIT is calculated at a statutory rate of 33% based on 10% of net revenue generated from the provision of health management services. Dalian Vitup Healthcare generated its net revenue from its operation and has recorded income tax expense of $63,928 and $31,760 for the years ended December 31, 2007 and 2006.

F - 17

On March 16, 2007, the National People’s Congress approved the Corporate Income Tax Law of the People’s Republic of China (the “New CIT Law”). The new CIT Law, among other things, imposes a unified income tax rate of 25% for both domestic and foreign invested enterprises with effect from January 1, 2008. Dalian Vitup Healthcare will be entitled to the tax rate reduction from 33% to 25% that may impact the carrying value of deferred tax assets as a result of new tax rate. However, Dalian Vitup Management is considered a foreign invested enterprise and its ultimate applicable effective tax rate in 2008 and beyond will depend on many factors, including but not limited to whether certain of its legal entity will be subject to a transitional policy under the Corporate Income Tax Law, whether Dalian Vitup Management and Dalian Vitup Healthcare can continue to enjoy the unexpired tax holidays.

The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2007 and 2006 is as follows:

	Years ended December 31,
	2007		2006
Income before income taxes from PRC operation	$	522,341	$	375,463
Statutory income tax rate		33%		33%
		172,372		123,903
Effect from tax holiday		(108,444)		(95,806)
Net operating less carry forwards		-		3,663
Income tax expense	$	63,928	$	31,760

For the PRC operation, its effective income tax rates for the years ended December 31, 2007 and 2006 were 12% and 8%, respectively.

The following table sets forth the significant components of the aggregate net deferred tax assets of the Company as of December 31, 2007 and 2006:

	Years ended December 31,
	2007			2006
Deferred tax assets:
- Amortization of pre-operating expense	$	-		$	(6,461)
- Others		-			9,365
Less: valuation allowance		-			(2,904)
Deferred tax assets	$	-	$		-

8.

STOCK-BASED COMPENSATION

On March 27, 2007, the Company issued 32,654 shares of restricted common stock at the market quoted price of $1.50 per share for the director’s remuneration to Mr. Wang Shubin. The Company recognized the stock-based compensation cost of $48,981 to the consolidated statements of operations for the year ended December 31, 2007.

9.

NET INCOME PER SHARE

Basic net income per share is computed using the weighted average number of the ordinary shares outstanding during the year. Diluted net income per share is computed using the weighted average number of ordinary shares and ordinary share equivalents outstanding during the year. Pursuant to stock

F - 18

exchange transaction on November 16, 2006, the weighted average number of common shares issued and outstanding was adjusted to account for the effects of the stock exchange transaction as a reverse acquisition as more fully described in Note 1.

The following table sets forth the computation of basic and diluted net income per share for the years ended December 31, 2007 and 2006:

	Years ended December 31,
	2007		2006
Basis and diluted net income per share calculation
Numerator:
- Net income in computing basic net income per share	$	409,771	$		343,493
Denominator:
- Weighted average ordinary shares outstanding		14,992,306			13,656,968
Basic and diluted net income per share	$	0.03	$	0.03

10.

RELATED PARTY TRANSACTION

(a)

Related party transaction

	Years ended December 31,
	2007		2006
Rental expense charged by a shareholder of the Company,    Mr. Wang Shubin	$	46,799	$	22,348

The premise of healthcare facility center was leased to the Company at market rates. The term of the lease agreement is 15 years commencing from 2004 through 2019.

The premise of Dalian Vitup Management office was leased to the Company at market rates. The term of the lease agreement is 20 years commencing from 2006 through 2026.

(b)

Amounts due to directors

As of December 31, 2007 and 2006, the Company had a temporary advance in aggregate of $387,069 and $7,301, respectively from Mr. Wang Shubin and Ms. Gu Feng, directors of the Company. The amount is unsecured and interest-free with no fixed terms of repayment.

(c)

Note payable, related party

As of December 31, 2006, the Company had a note payable of $970,756 (RMB 8,000,000) from Mr. Wang Shubin, the major shareholder of the Company. On September 1, 2006, Dalian Vitup Management, Mr. Wang Shubin and Ms. Gu Feng entered into a Loan Agreement (the “Agreement”). Under the Agreement, Dalian Vitup Management lent an aggregate amount of RMB 8,000,000 to Mr. Wang and Ms. Gu Feng for the incorporation and business setup of Dalian Vitup Healthcare. The note was non-interest bearing and secured by Mr. Wang Shubin and Ms. Gu Feng’s equity shares in Dalian Vitup Healthcare. Unless the following situations would occur, the note would become payable at Mr. Wang Shubin and Ms. Gu Feng’s will:

i)

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

F - 19

ii)

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

iii)

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

iv)

Any third party files a claim against Mr. Wang Shubin or Ms. Gu Feng 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.

11.

SEGMENT INFORMATION

The Company’s business units have been aggregated into two reportable segments: Health Management Service and Chinese Medical Service. The Company, through subsidiaries and VIEs, operates these segments in the PRC. Other than cash and cash equivalents of approximately $72,923 maintained in Hong Kong as of December 31, 2007, all the identifiable assets of the Company are located in the PRC during the years 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, 2007 and 2006. 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, 2007 and 2006:

	Year ended December 31, 2007
		Health  management  service		Chinese  medical  service		Corporate		Total
Revenue, net
- Product sale	$	237,164	$	53,345	$	-	$	290,509
- Service revenue		1,720,154		8,664		-		1,728,818
		1,957,318		62,009		-	$	2,019,327
Cost of revenue		(683,343)		(35,681)		-		(719,024)
Gross profit		1,273,975		26,328		-		1,300,303
Depreciation		251,152		-		100,894		352,046
Net income (loss)		592,588		(7,200)		(175,617)		409,771
Total assets		2,381,904		40,704		292,486		2,715,094
Expenditure for long-lived assets	$	202,570	$	-	$	692,018	$	894,588

	Year ended December 31, 2006
	Health  management  service	Chinese  medical service	Corporate	Total
Revenue, net

F - 20

- Product sale	$	125,824	$	21,674	$	-	$	147,498
- Service revenue		843,069		1,112		-		844,181
		968,893		22,786		-		991,679
Cost of revenue		(177,894)		(14,779)		-		(192,673)
Gross profit (loss)		790,999		8,007		-		799,006
Depreciation		116,879		-		-		116,879
Net income (loss)		509,893		(12,583)		(153,817)		343,493
Total assets		1,465,933		34,372		47,676		1,547,981
Expenditure for long-lived assets	$	15,340	$	-	$	61,326	$	76,666

12.

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 $19,682 and $4,673 for the years ended December 31, 2007 and 2006.

13.

STATUTORY RESERVES

Under the PRC Company Law, the Company’s PRC subsidiaries and VIEs are required to make appropriations to three reserves funds, the statutory surplus reserve, statutory public welfare fund and discretionary surplus 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 surplus reserve should be at least 10% of the after-tax net earnings until the reserve is equal to 50% of respective companies’ registered capital. Appropriation to the statutory public welfare fund is ranged from 6% to 8% of the after-tax net earnings determined in accordance with PRC GAAP. The statutory public welfare fund is established for the purpose of providing employee facilities and other collective benefits to the employees and is non-distributable other than in liquidation. No appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors.

For the years ended December 31, 2007 and 2006, the Company contributed $83,186 and $96,634 to statutory reserves.

14.

CONCENTRATIONS AND RISKS

(a)

Major customers and vendors

For the years ended December 31, 2007 and 2006, 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 and there are no customers and vendors who account for 10% or more of revenues and purchases.

 (b)

Credit risk

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

F - 21

(c)

Exchange rate risk

The reporting currency of the Company is the 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 the RMB depreciates against the US$, the value of the RMB revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.

15.

COMMITMENT AND CONTINGENCIES

(a)

Operating leases

The Company leases healthcare centers in Dalian City, the PRC under non-cancelable operating leases.

Costs incurred for the healthcare center and office premise in Dalian City, the PRC under operating leases are recorded as rent expense of $46,799 and $22,348 for the years ended December 31, 2007 and 2006.

As of December 31, 2007, future minimum rent payments due under a non-cancelable operating lease are as follows:

Years ending December 31:
2008	$	48,372
2009		48,372
2010		48,372
2011		48,372
Thereafter		344,686
Total:	$	538,174

(b)

Long-term 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 five years from 2007 through 2011.

F - 22

EX-3

EX-3

BYLAWS

EX-10

Loan Agreement

This loan agreement (Hereinafter referred to as “the Agreement”) is made and entered into in Dalian as of   9   (month)   1   (day), 2006 by both parties listed as below:

Party A: Dalian Vitup Management Holdings Co., Ltd

Address: NO.108-1, Nanshan Road, Zhongshan District, Dalian, China.

Party B:

Shubin Wang

ID No.: [220622196506270630]

Feng Gu

ID No.: [220602196409190940]

Whereas:

1.

A, as one of the shareholders in China Vitup Healthcare Holdings, Inc (BVI) lent an aggregate amount of RMB 8,000,000 for the incorporation of Dalian Vitup healthcare management Co., Ltd. in 2004. Dalian Vitup healthcare management Co., Ltd.. (Hereinafter referred to as the “Domestic Company”) is set up in March 6^th, 2004. Both members of Party B are citizens in PRC, each respectively holding 51% and 49% of the shares of Domestic Company.

2.

Party A is a foreign-funded limited company duly organized under the laws of the PRC.

3.

Shareholder A transferred its creditor’s right to the loan of RMB 8,000,000 to Party A on September 2006.  Party B acknowledges such transfer and agrees to reach this agreement with Party A and put its shares of Domestic Company in pledge.

Now therefore, through friendly negotiation, Party A and Party B hereby agree it as follows:

1.

On the terms and subject to the conditions set forth herein, Party A agrees to continue to make a free loan to Party B amounted to RMB 8,000,000 and Party B agrees to accept the abovementioned loan.

2.

The term of the loan hereof is from the disbursement date to the date of full repayment of loan proceeds and interests or the cost of occupation of fund (if any). However, if Party B encounters the following circumstances during the term or any extended term of loan, Party A is entitled to determine the loan hereunder at maturity with written notice and Party B shall repay the loan in the way as stipulated in this agreement:

1)

Party B is fired or dismissed from Party A or any associate companies relating to Party A;

2)

Party B is dead or in absence or limitation of his capacity for civil conduct;

3)

Party B engages in criminal conduct or is involved in criminal activities;

4)

Any other third party files a claim against Party B that exceeds RMB 100,000; or

5)

Party A has issued to Party B a written notice with respect to the exercise of its right to purchase of the shares of Domestic Company as stipulated in Exclusive Option Contract stated in Clause 3 hereof.

3.

Both parties hereby agree and acknowledge that, within the laws of PRC, Party A is entitle to but not under the obligation to buy or appoint other persons (including natural person, corporate entity or other entities) at any time to purchase all or part of the shares held by Party B (Hereinafter referred to as “Purchase Right”) in the Domestic Company, but a prior written notice on such purchase shall be given to Party B. Once the aforesaid notice is issued, Party B shall immediately follow the instructions of Party A to transfer its shares of the Domestic Company to Party A or any other persons appointed by Party A at the original investment price (Hereinafter referred to as “Original Investment Price”) or other price agreed by Party A as otherwise stipulated by the law. Both parties hereby agrees and acknowledges that, when Party A exercises its stock option and if, in accordance with the curren t applicable laws, rules and regulations, the lowest share price allowed is higher than the Original Investment Price, Party A or its appointed person shall purchase the shares at such lowest price.

Both parties agree to sign an Exclusive Option Contract on the abovementioned matters thereof.

4.

Both parties agree and acknowledge that Party B may only make the repayment by the following means: upon the maturity of the loan, Party B (or his heirs, successors or assignees) shall transfer the shares of Domestic Company held by it to Party A and any other person appointed by Party A in accordance with the requirements stated in the written notice given by Party A and in compliance with the laws of PRC; and Party B shall repay the loan hereinunder with the income thus occurred from such share transfer.

5.

Both parties agree and acknowledge that, unless otherwise specified herein, the loan hereof is a free loan. But when the loan is due and Party B is required to transfer shares to Party A or any other persons appointed by Party A and if, in view of legal requirements or any other reasons, the actual total amount of share transfer is higher than the loan proceeds of Party B, the balance between the two foregoing items shall be deemed as loan interest or cost of occupation of fund in accordance within the limitation set forth by the law and shall be repaid to Party A with loan proceeds.

6.

Both parties agree that the completion of the obligations of Party B is subject to the is subject to the satisfaction of the following conditions:

1)

Party B has transfer all the shares of Domestic Company held by it to Party A and/or any other person appointed by Party B; and

2)

Party B has repaid to Party A all the income from share transfer or an amount equivalent to highest amount limit allowed by law (including principal and applicable highest interest).

7.

For the purpose to guarantee the repayment for the liability hereof, Party B agrees to pledge all

its shares of Domestic Company to Party A (Hereinafter referred to as “Share Pledge”). Both Parties agree to enter into a Share Pledge Contract on the matters abovementioned thereof.

8.

Upon the date of the execution of this agreement, Party A hereby represents and warrants to Party B as follows:

1)

Party A is a foreign-funded limited corporation registered in the PRC;

2)

Party A has obtained all necessary approval and authorization to sign and execute this agreement and the execution and delivery of this agreement is to the satisfaction with the business scope of Party A and in accordance with its articles of association or other constituent instruments.

3)

The execution and delivery of this agreement does not constitute any violation of any laws, rules, regulations, which are binding or having an effect on this agreement, and any other approvals, authorizations and notifications given by the government, any agreements signed by Party A and any other third party or any commitments presented to any third party by Party A; and

4)

This agreement has a legal effect upon the conclusion and shall constitute a mandatory obligation of Party A enforceable against Party A.

9.

From the date of the execution of this agreement to the date it terminates, Party B hereby represents and warrants to Party A as follows:

1)

Domestic Company is a limited corporation duly organized and validly existing under the laws of PRC, has fully paid registered capital and has obtained relevant capital verification report presented by a qualified accountant’s office; It has completely gone through all such procedures as obtaining approvals, authorizations, registration and lodgment in respect of its business and assets;

2)

Party B is legally in possession of all the shares of the Domestic Company’ shares;

3)

Party B has the right and has obtained all necessary approvals and authorizations to sign and execute this agreement;

4)

The execution and delivery of this agreement does not constitute any violation of any laws, rules, regulations, which are binding or having an effect on this agreement, and any other approvals, authorizations and notifications given by the government, any agreements signed by Party B and any other third party or any commitments presented to any third party by Party B; and

5)

This agreement has a legal effect upon the conclusion and shall constitute a mandatory obligation of Party B enforceable against Party B.

6)

Unless otherwise stipulated in Exclusive Option Contract and the Shares Pledge Contract, Party B shall neither place any mortgages, pledges or any other security rights on the shares of Domestic Company held by Party B, or make an offer or reach any agreement for the transfer of such shares to and with any other third party, or accept any offer for the purchase of such shares made by any other third party;

7)

There is not any or any underlying disputes, litigation, arbitration, or administrative proceedings or other proceedings in connection with the shares of Domestic Company held by Party B.

10.

Party B warrants as follows during the execution of this agreement:

1)

Except for the pledges and other rights placed for the benefit of Party A, Party B shall not, without the prior written consent by Party A, sell, transfer, mortgage, dispose of by any other means or place any other secured rights on its shares or other rights and interests of the Domestic Company;

2)

Party B shall neither, without the prior written consent by Party A, agree or support or sign any agreement aimed at the sales, transfers, pledges or disposition of shares or other beneficial rights and interests of any stocks by any other means in the shareholder’s meeting of the Party C nor allow the placement of any other secured rights on such shares, unless which is made to Party A or any persons appointed by Party A;

3)

Without the prior written consent by Party A, Party B shall not agree or support or sign any shareholder’s resolution to approve the Domestic Company to unite or merge with, or acquire or invest any other person, or seek separation;

4)

Party B shall immediately inform the Party A of any litigation, arbitration or other proceedings existing or pending in connection with or threatened against the Domestic Company.

5)

For the protection of the shares of the Domestic Company held by Party B, Party B shall execute all necessary and appropriate documents, take all necessary and appropriate actions and file all necessary and appropriate claims or make proper defences against all claims;

6)

Without the prior written consent by Party A, Party B shall not take any actions or omissions that may have a great effect on the assets, business and responsibility of the Domestic Company;

7)

Party B shall appoint the person proposed by Party A as the director of the Domestic Company;

8)

In case that Party A exercise its stock option herein under, Party B shall immediately and unconditionally transfer the shares of the Domestic Company held by it to Party A and/or the person appointed by it subject to the laws of PRC.

9)

Party B shall not request Domestic Company for the distribution of dividends and the allocation of profits;

10)

In case that the shares of Domestic Company held by Party B are transferred to Party A and/or the person appointed by Party A, any proceeds obtained by Party B through the transfer of its shares shall be used as consideration for repayment of the loan provided by Party A and loan interest or the cost of occupation of fund allowed under the relevant law of PRC.

11)

Party B shall strictly comply with the provisions and perform the obligations hereinunder, and shall not take any action or omission that may have material impact on the validity and mandatory enforceability of this agreement.

11.

Party B warrants that, in the execution of the agreement, it will use its best efforts to encourage Domestic Company to performance of the following obligations:

1)

Without the prior written consent by Party A, they shall not in any manner supplement, change or amend the articles and bylaws of Party C, increase or decrease its registered capital or change its structure of registered capital in any other manner;

2)

Party B shall keep the sound existence of the Company; prudently and effectively carry out the business in accordance with the good financial and business standards and conventions.

3)

Without the prior written consent by Party A, they shall not, at any time following the date of execution hereof, sell, transfer, mortgage, dispose of in any other manner any assets of Party C or legal or beneficial interest in the assets, business or revenues of Party C, or allow the encumbrance thereon of any security interest;

4)

Without the prior written consent of Party A, they shall not incur, inherit, guarantee for or suffer the existence of any debt, except for (i) debt incurred in the ordinary course of business instead of that incurred through any loans; and (ii) debt already disclosed to Party A for which Party A's written consent has been obtained;

5)

Party B shall always operate all of businesses during the ordinary course of business, to maintain the asset value and refrain from any action / omission sufficient to affect operating status and asset value;

6)

Party B shall not enter into any material contract (in this regard, a contract with value exceeding RMB 100,000 can be deemed as a material contract) without obtaining the written consent by Party A, except for those made in the usual, regular, ordinary course of business operation;

7)

Provide Party A with information on Party C's business operations and financial condition at Party A's request;

8)

Without the prior written consent of Party A, they shall not merge or be consolidated with any person, or acquire any person or make investments in any person;

9)

Party B shall not distribute dividends and allocate profits to shareholders in any means before obtaining prior written consent by Party A; but shall immediately allocate all the distributable profits to its shareholders as required by Party A;

10)

Party B shall Immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's assets, business and revenue;

11)

For the protection of Party B’s ownership of all the assets, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

12.

This agreement is made and entered into for the benefit of the abovementioned persons and is binding on contracting parties, their respective heirs, successors and transferees duly authorized. Party B shall not transfer, pledge or dispose of by any means its relevant rights, interests or obligations.

13.

Party B hereby agrees that Party A may transfer its rights and obligations hereunder to any third party if required. Party A is not required to obtain the consent from Party B in this regard but should give Party B a notice concerning the transfer in writing upon the transfer.

14.

The execution, validity, interpretation, performance, amendment, termination of this agreement and the settlement of disputes herein are subject to the jurisdiction of the law of PRC.

15.

Arbitration

1)

All the disputes or claims arising in connection with the interpretation and performance of the agreement (including the existence, validity or termination of this agreement) should be settled amicably through negotiations. But if there is no agreement to be reached within 30 days after any party brings forward the requirement for disputes settlement, the other party may submit such disputes for arbitration. Arbitration shall be conducted by China International Economic and Trade Arbitration Commission in Beijing in accordance with its effective procedure rule. The award given by the Arbitration Commission shall be final and binding upon both parties;

2)

Arbitration shall be conducted in Beijing.

16.

This agreement becomes effective on the date of execution and invalid on the consummation of the performance of the obligations as stipulated herein by both parties.

17.

Unless [1] Party A commits a gross fault, fraudulent act, other illegal acts; or [2] Party A becomes bankrupt, Party B shall not cancel or terminate this agreement at any circumstances.

18.

This agreement shall not be amended or modified unless mutually agreed by both parties in writing; On matters not covered by this agreement, the two parties shall seek a settlement through the conclusion of supplementary agreements; Any amendment, supplementation or annex to this agreement is an inalienable part hereof.

19.

 This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter herein.

20.

This agreement is separable and the invalidity and unenforceability of any specific clause shall not affect the legal force and enforceability of other clauses.

21.

Each party shall hold any such information as in connection with the business, operation, financial situation of Company and other confidential information provided with in the execution of this agreement in confidence.

22.

Any obligation of the parties occurred or expired with regard to this contract shall survive the expiration or early termination of this agreement; the rights and obligations of the parties under Clause 14, 15 and 21 herein shall survive the termination of this Agreement.

23.

This original agreement is done in quadruplicate, each party holds two, and each original has equal legal effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first herinabove written.

Party A: Dalian Vitup Management Holdings Co., Ltd

Authorized Representative：____________________

Party B: Wang Shubin

Signature：____________________

Wang Shubin

Signature：____________________

EX-10

Share Pledge Contract

This Share Pledge Contract (Hereinafter referred to as “the Contract”) is made and entered into in Dalian as of    9   (month)   1   (day), 2006 by the parties listed as below:

Pledgee：

Party A: Dalian Vitup Management Holding Co., Ltd

Address: NO.108-1, Nanshan Road, Zhongshan District, Talian, China.

Pledgor：

Party B:

Shubin Wang

ID No.: [220622196506270630]

Feng Gu

ID No.: [220602196409190940]

Party C: Dalian Vitup Healthcare Management Co., Ltd

Address: NO.108-1, Nanshan Road, Zhongshan District, Talian, China.

Whereas:

1.

Party A is a foreign owned limited corporation registered under the laws of PRC;

2.

Party B constitutes Chinese citizens, holding all the Shares of Dalian Vitup Healthcare Management Co. Ltd. Which is a limited corporation registered in Dalian, PRC;

3.

Pursuant to the Loan Agreement signed in       (month)      (day), 2006 by Party A and Party B, Party A lends a free loan of RMB 8,000,000 (hereinafter referred to as “the Loan”) to Party B and Party B proposes to provide Party A with the Shares of Party C held by it as the pledges for the loan as stipulated in the Loan Agreement.

Now therefore, through friendly negotiation, Party A (hereinafter referred to as “Pledgee”), Party B (hereinafter referred to as “Pledgor”) and Party C (hereinafter referred to as “Domestic Company”) hereby agree it as follows:

1.

Definition

Unless otherwise specified herein, the following expressions have the following meanings:

 “Pledge”: as defined in article 2 herein.

 “Shares”: shall refer to all the Shares of Domestic Company legally held by the Pledgor.

 “Event of Default”: as defined in article 7.1 of the clauses herein.

 “Notice of Default”: refers to a notice issued by Pledgee in accordance with this Contract declaring an Event of Default.

2.

Pledge

Pledgor hereby pledges to Pledgee all his Shares of Domestic Company as a guarantee for the repayment of all the liability as prescribed in Loan Agreement. “The Pledge” shall refer to the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sale price of the Shares held by Pledgor and to collect the bonus incurring from the pledged Shares.

3.

Registration of Pledge

Pledgor should cause the Domestic Company to record the pledge of the Pledgee in the Shareholder’s List and shall submit to Pledgee’s custody the capital contribution certificate for the shares and the shareholder’s list stamped with the seal of Domestic Company Within seven days from the date of the execution of this Contract.

 Both Parties agree to use their best efforts to complete the filing procedures of the pledge with industry and commerce administration authorities with which Domestic Company was registered. Unless otherwise required forcibly by the laws, rules and regulations of PRC, the validity of this Contract shall not be affected, whether filed with the abovementioned authorities or not.

 Domestic Company hereby warrants, [1] to record the pledge of the Pledgee in the Shareholder’s List, submit to Pledgee’s custody the sole shareholder’s list, and not to set up any other shareholder’s list [2] not to renew or change the capital contribution certificate which shall be void if, in any chance, renewed or changed [3] not to modify or revoke the registration of the Pledge without the written consent of Party A, [4] not to make any new registration for pledge of the Shares for Pledgor without the written consent by Pledgee,.

4.

Rights of Pledgee

If Pledgor is in default of the performance of liability obligation, Pledgee is entitled to be compensated on a preferential basis with the conversion, auction or sale price of the Shares held by Pledgor.

Pledgee has the right to collect the bonus incurring from the pledged Shares.

5.

Representation and Warranties By Pledgor

Pledgor is the lawful owner of the Shares.

Pledgor has not placed any other pledge rights on the Shares except for the interests of Pledgee.

Both members of the Pledgor agree to give up the preferential option upon the actual exercise of the pledge by the Pledgor.

The representation and warranties made hereinabove in the clauses of 5.1、5.2、5.3 are authentic and shall not be altered or cancelled by any means or procedures for any reason.

6.

Covenants of the Pledgor

Pledgor hereby promises to the Pledgee for the interest of the Pledgee, that during the term of this contract, Pledgor shall:

Not transfer, place or permit the existence of any pledge that is likely to affect the rights and interests of Pledgee in shares, without the prior written consent by Pledgee;

Comply with the provisions of all laws, rules, regulations applicable to the pledge of rights, within 5 days after the receipt of any notice, order, or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the abovementioned notice, order, or recommendation or submit objections and representations with respect to the abovementioned matters upon Pledgee’s reasonable request or upon consent of Pledge;

Promptly notify the Pledgee of any event or notice received by Pledgee which is likely to affect Pledgor’s rights to the Shares or any portion thereof, as well as promptly notify Pledgee of any event or notice received by Pledgee which may have an impact on any guarantees and other obligations of Pledgor arising in connection with this contract.

Pledgor agrees that Pledgee the rights acquired by Pledgee  in accordance with this contract with respect to Pledge shall not be interrupted or harmed by Pledgor or any heir or assigns of Pledgor or any other person through any legal proceedings.

Pledgor hereby warrants to Pledgee that to protect or perfect the guarantee provided by this contract for the payment of the loan under the Loan Agreement, Pledgor hereby execute in good faith and shall cause other parties privy to this pledge to sign all rights certificates and covenants as required by Pledgee, and/or shall perform and cause other parties who have a stake in the Pledge to perform actions required by Pledgee, and shall provide to Pledgee convenience for the exercise of the rights and authorizations as prescribed in this contract.

Pledgor warrants to execute all relevant documents to modify stock certificates with Pledgee or any other person appointed by pledgee (natural person or corporate entity) and shall provide to Pledgee within a reasonable time all notice, order, decision or resolution concerning the pledge that are required by Pledge.

Pledgor hereby warrants to Pledgee, for the interest of Pledgee, Pledgor shall comply with and perform the obligations of all the guarantees, promises, presentation and conditions under this contract. In case the default of any of abovementioned matters, Pledgor shall indemnify Pledgee for all the losses and damages thus incurred.

7.

Event of Default

The following circumstances shall be deemed Event of Default:

Pledgor fails to perform the obligation under the Loan Agreement;

Any representation or warranty made by Pledgor in the clause 5 thereof is materially false or misleading, and /or Pledgor is in violation of any warranty as prescribed in clause 5 herein;

Pledgor breaches any of the covenants as prescribed in the clause 6 herein;

Pledgor breaches any of provisions of this contract;

Pledgor give up the Shares pledged or assigns the Shares Pledged without obtaining the written consent of Pledgee.

Any of Pledgor’s own loans, guarantees, indemnification, promises or other debt liabilities to

any third party or parties [1] have been subject to a demand of early repayment or performance; or  [2] have become due but are not capable of being repaid or performed in a timely manner, thus leading Pledgee to believe that Pledgor’s ability to perform its obligations under this Contract.

Domestic Company is unable to repay general debts and other debts;

Any reasons except for force majeure have rendered this contract illegal or have rendered it impossible for Pledgor to continue to perform its obligation hereinunder.

Adverse changes in properties owned by Pledgor, which lead Pledgee is of the opinion that Pledgor’s ability to perform the obligation hereinunder has been affect;

Breach of this contract resulting from breach of the other provisions of this contract by Plegor’s action or omission:

 Upon information or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in clause 7.1, Pledgor shall immediately notify Pledgee in writing.

Unless an Event of Default set forth in clause 7.1 has been successfully resolved to Pledgee’s satisfaction, Pledgee may issue a Notice of Default to Pledgor in writing upon the occurrence of the Event of Default or at any time thereafter and demand that Pledgor immediately pay all outstanding payments due under Loan Agreement and all other payments due to Pledgee, or dispose of the Pledge in accordance with the provisions of clause 8 of this contract.

Unless Pledgee is satisfied with the settlement or remedies made for the breach of contract as set forth in clause 7.1, Pledgee may, upon the breach is happening or at any time after the breach, issue a notice for the breach in writing to request Pledgor immediately to pay the loan under Loan Agreement and other items payable or dispose of the pledge in accordance with the clause 8.

8.

Exercise of Pledge

Prior to the full implementation of the obligation set forth by Loan Agreement, without the written consent of Pledgee, pledgor shall not assign the pledge.

Pledgee shall issue a Notice of Default when exercising the pledge.

Subject to the provisions of clause 7.3, Pledgee may exercise the right to dispose of the pledge concurrently with the issuance of the Notice of Default in accordance with clause 7.3 or at any time after the issuance of the Notice of Default

Pledgee has the right to be compensated with the conversion price of the Shares under this agreement in part or in whole, in accordance with legally mandated procedures, or with the auction or sale price of such shares on a preferential basis, until all liabilities and all other outstanding payments under the Loan Agreement have been paid off.

When Pledgee disposes of the Pledge in accordance with this contract, Pledgor and Domestic Company shall not erect any impediment and shall provide necessary assistance to enable Pledgee to realize its Pledge.

9. Assignment

9.1 Unless Pledgee consents in advance, Pledgor is not entitled to assign or delegate its rights and obligations hereinunder.

9.2 This contract shall be binding on Pledgor, the heirs and the successors thereof and shall be valid with respect to Pledgee and each of the successors and assigns thereof.

9.3 At any time, Pledgee may assign any and all of its rights and obligations under Loan Agreement to its designees (natural person /corporate entity) , in which case the assigns shall have the rights and obligations of Pledge under this contract, as if it were a party to this contract. When the Pledgee assigns the rights and obligations under the Loan Agreement, upon Pledgee’s request, Pledgor shall execute relevant agreements and / or documents relating to such an assignment.

9.4 In the event of a change in Pledgee due to an assignment, the new parties to the Pledge shall execute a new pledge contract and modify the information recorded in the shareholder’s list and issue new investment certificate.

10.

Validity

This contract is conclude on the date set forth on the first page thereof and shall take effect as of the date when the Pledge is recorded on the shareholders list of Domestic Company.

11.

Termination

This contract terminates when the repayment for the loan under Loan Agreement is completed and after Pledgor is not under any obligation described in the Loan Agreement. Pledgee shall provide proper assistance to go through the necessary procedure to dispose of the pledge within a reasonable time.

12.

Handling Fees and Other Expenses

All the fees and out of pocket expenses relating to this contract, including but not limited legal cost, cost of production, stamp tax and any other taxes and fees shall be borne by Pledgee. In the event that the law requires Pledgor to pay relevant taxes and expenses, Pledgee shall provide full reimbursement for all taxes and fees already paid by Pledgor.

13. Force Majeure

13.1

“Force Majeure” is defined as an unpredictable event or occurrence out with the control of the contracting parties, and which is not attributable to any act or failure to take preventive action by the party concerned, which includes but not limited to, government actions, natural calamities, fires, explosions, storms, floods, earth quakes, tides, lightning or war. However, a lack of credit, funds or financing shall be also deemed as a circumstance of Force Majeure since they are beyond reasonable control of either party. Should either party herein be affected by a “force majeure event” shall notify the other party of such relief from liability as soon as possible.

13.2

In case that the performance of this contract is delayed or impeded by the abovementioned Force Majeure, the party that influenced by such Force Majeure may shall not be liable in any way under this contract to the extent of such delay or impedance. The party affected shall take appropriate measures to eliminate the impact of such “force majeure” and shall attempt to resume

the performance of obligations delayed or impeded by such “force majeure”. As soon as the force majeure event is eliminated, the parties agree to use their best efforts to resume the performance of this contract.

14.. Confidentiality

Each party hereby agrees that all information exchanged by all parties, orally or in writing, is strictly confidential. Each party shall hold such information in confidence without the prior written consent by another party and shall not disclose to any other third party except the following the circumstances: [a] the public has been or will be informed of such information (only when such information is not disclosed by the recipient); [b] such information is required to be make known by law or rules and regulations of security exchanges; or [c] such information is required to be disclosed by any party to its legal or financial consultant in view of the consummation of the transactions contemplated hereby and such legal or financial consultant are also required to guarantee to keep such information strictly confidential. The disclosure of such confidential information by any staff or appointed institution of any party shall be deemed a s the violation of the confidentiality clause hereby and shall hold liable for breach of contract in accordance with this agreement. This section shall survive the termination of this

Contract for any reason..

15.

Settlement of Disputes

15.1

This contract shall be governed by laws of PRC and shall be construed in accordance therewith.

15.2

All the disputes arising in connection with the interpretation and performance of the agreement (including the existence, validity or termination of this agreement) should be settled amicably through negotiations. But if there is no agreement to be reached within 30 days after any party brings forward the requirement for disputes settlement, the other party may submit such disputes for arbitration. Arbitration shall be conducted by China International Economic and Trade Arbitration Commission in Beijing in accordance with its effective procedure rule. The award given by the Arbitration Commission shall be final and binding upon both parties;

16. Notification

Notice sent by the parties to perform the rights and obligations under this contract shall be in writing. If sent by personal delivery, such a notice shall be deemed served upon actual delivery; if sent by telex or facsimile, such a notice shall be deemed served at the time of transmission. If the date of transmission is not a business day or if transmission is after business hours, then the next consecutive business day shall be the date of service. The address of service shall be the addresses of the two parties on the first page of this contract or addresses notified in writing at any time subsequently. In writing shall include facsimiles and telexes.

17. Entire Agreement

Notwithstanding the Clause 10, this Agreement constitutes the entire agreement upon the execution and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter herein.

18

Severability  

Notwithstanding annexed to Loan Agreement signed by both parties, the contract shall be individually valid and effective, and the Loan Agreement shall not affect its legal force.

 In the event that any provisions of this Agreement are invalid or unenforceable due to inconsistency with law, then such provisions shall only be invalid or unenforceable to the extent of the jurisdiction of such law, and shall not affect the legal validity of the remaining provisions of this Agreement

19 Amendments and Supplementation

19.1

All parties shall make amendment and supplementation in writing. Any amended and supplementary agreements shall be an integral part of this contract and have the same legal effect.

19.2

 Amendments, changes and supplements to this contract shall be in writing and shall take effect upon affixation of the signatures and seals of all the parties.

20.

Texts

The contract is done in triplicate and written in English, each party holds one, and each original has equal legal effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first herinabove written.

Pledgee:

Party A: Dalian Vitup Management Holding Co., Ltd

Authorized Representative：____________________

Pledgor:

      Party B: Wang Shubin

Signature：____________________

      Gu Feng

Signature：____________________

Dalian Vitup Healthcare Management Co.,Ltd

Authorized Representative：____________________

EX-10

Exclusive Option Contract

This Exclusive Option Contract (Hereinafter referred to as “the Contract”) is made and entered into in Dalian as of    9   (month)   1   (day), 2006 by the parties listed as below:

Party A: Dalian Vitup Management Holdings Co., Ltd

Address: NO.108-1, Nanshan Road, Zhongshan District, Dalian, China.

Party B:

Shubin Wang

ID No.: [220622196506270630]

Feng Gu

ID No.: [220602196409190940]

Party C: Dalian Vitup Healthcare Management Co. Ltd.

Address: NO.108-1, Nanshan Road, Zhongshan District, Dalian, China.

In this Contract, Party A, Party B and Party C shall be referred to as a “ Party” respectively and they shall be collectively referred to as the "Parties."

Whereas:

1.

Party A is a foreign-funded limited corporation registered under the laws of PRC;

2.

Party C is a limited corporation registered in Dalian, PRC;

3.

Party B is a shareholder of Party C and holds the whole shares  (hereinafter referred to as the “stocks”) of the company;

4.

Pursuant to the Loan Agreement signed in    9   (month)   1   (day), 2006 by Party A and Party B, Party B borrows RMB 8,000,000 from Party A;

5.

Pursuant to the Stock Pledge Contract signed in    9   (month)  1    (day), 2006 by Party A and Party B, Party B agrees to provide Party A with the stocks of Party C held by it as the pledges for the loan as stipulated in the Loan Agreement.

6.

Party B proposes to grant Party A with exclusive options to purchase the stocks, which enables Party A purchase the stocks of Party B under certain conditions as may be prescribed.

Now therefore, through friendly negotiation, both Parities hereby agree it as follows:

1.

Stock Option

The Grant of the Stock Option

Party B hereby irrevocably grants to Party A an irrevocable right to or designate one or more persons (each, a "Designee") to purchase, any or all of the shares held by Party B (hereinafter referred to as “Stock Option”) at any time in part or in whole at Party A's sole and absolute

1

discretion to the extent permitted by Chinese laws at the price described in the Clause 1.3 hereof, no other person shall be entitled to the Stock Option. Party B shall not sell, offer to sell, transfer, confer any stocks to any other third party. Party C hereby agrees that Party B grants Party A and/or appointed person or persons with stock options. Party C hereby agrees to the grant by Party B of the Stock Option to Party A. The term "person" as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

Steps for Exercise an Option

Subject to the provisions of the laws and regulations of the PRC, Party A and/or its Designee may exercise the Stock Option by issuing a written notice to Party B (hereinafter referred to as the “Stock Option Notice”) and specifying the number of shares to be subscribed or purchased from Party B (hereinafter referred to as the “Option Shares”) and the way of purchase before the exercise of the stock option.

Stock Option Price

Unless an appraisal or restriction on the stock price is required by the laws, rules and regulation of the PRC applicable to the Stock Option exercised by Party A, the purchase price of the Option Shares (hereinafter referred to as the “Stock Option Price”) shall be equal to the actual capital contributions paid for the Option Shares by the Party B.

In case an appraisal or restriction on the stock price is required to be made pursuant to the laws, rules and regulation of the PRC applicable to the Stock Option exercised by Party A, All parties agree on stock purchase price as the lowest price allowed under the applicable laws.

Transfer of Option Shares

The stocks may be transfer in installments. For each exercise of the Stock Option:

Party B shall cause Party C to promptly convene a shareholders meeting, at which a resolution shall be adopted approving Party B's transfer of Option Shares to Party A and / or the Designee(s);

Party B shall entered into a stock transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable) pursuant to the provisions as prescribed hereof and the Stock Option Notice regarding the Option Shares;

The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary governmental licenses and permits a and take all necessary actions, to to give valid ownership of the Option Shares to Party A and/or the Designee(s) unencumbered by any security interest and cause Party A and/or the Designee(s) to become the registered owner(s) of the Option Shares. For the purchase of this clause and Contract, “Security Interests” shall include security, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership, detention or other security arrangements, etc. To clarify, security interest shall not include any security interest generated under this Contract and Party B's Share Pledge agreement

2

Payment for the Stock Option Price

The terms of payment shall be settled through the friendly negotiations by Party A and/or the Designee(s) and Party B and in accordance with the requirements applicable to the exercise of stock options. All parties hereby agree that any proceeds obtained by Party B through the transfer of its shares shall be used as consideration for repayment of the loan provided by Party A and loan interest or the cost of occupation of fund allowed under the relevant law in accordance with the Loan Agreement.

2.

Covenant Relating to Stock Option

Covenant By Party C

Party B and Party C hereby warrant the following:

Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles and bylaws of Party C, increase or decrease its registered capital or change its structure of registered capital in any other manner;

They shall keep the sound existence of the Company; prudently and effectively carry out the business in accordance with the good financial and business standards and conventions.

Without the prior written consent of Party A, they shall not, at any time following the date of execution hereof, sell, transfer, mortgage, dispose of in any other manner any assets of Party C or legal or beneficial interest in the business or revenues of Party C, or allow the encumbrance thereon of any security interest;

Without the prior written consent of Party A, they shall not incur, inherit, guarantee for or suffer the existence of any debt, except for (i) debt incurred in the ordinary course of business instead of that incurred through any loans; and (ii) debt already disclosed to Party A for which Party A's written consent has been obtained;

Always operate all of businesses during the ordinary course of business, to maintain the asset value and refrain from any action / omission sufficient to affect operating status and asset value;

Without the prior written consent of Party A, they shall not execute any major contract, except contracts in the ordinary course of business (for purpose of this subsection, a contract whose value exceeds RMB1 million shall be deemed a major contract);

Without the prior written consent of Party A, they shall not provide any person with any loan or credit;

Provide Party A with information on Party C's business operations and financial condition at Party A's request;

Procure and maintain insurance from an insurance carrier acceptable to Party A, and the amount and types of coverage maintained shall be identical to the amount and types of coverage usually maintained by companies that operate similar business and hold similar properties or assets in the same area where Party C is located;

Without the prior written consent of Party A, they shall not merge or be consolidated with any person, or acquire any person or make investments in any person;

3

Immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's assets, business and revenue;

To maintain the ownership by Party C of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

Without the prior written consent of Party A ,Party C shall not in any manner distribute any dividend and allocate any profits to shareholders before obtaining prior written consent by Party A; provided that Party A makes a request, Party C shall immediately distribute all distributable profits to the respective shareholders; and

According to the requirement of Party A, they shall appoint the person proposed by Party A as the director of Party C.

Covenants regarding Party B

Party B hereby warrants the following:

Without the prior written consent of Party A, Party B shall not at any time following the date of execution hereof sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the shares of Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these shares

Party B shall neither, without the prior written consent by Party A, agree or support or sign any agreement aimed at the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the shares of Party C held by Party B in the shareholder’s meeting of the Party C nor allow the encumbrance thereon of any security interest, unless which is made to Party A or any persons appointed by Party A;

Without the prior written consent by Party A, Party B shall not agree or support or sign any shareholder’s resolution to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A;

Party B shall irrevocably agree to grant Party A with an exclusive stock option and each member of Party B hereby undertakes to gives up its prior option on the stocks sold to Party A by the other member of Party B upon the exercise of stock option;

Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings in connection with the held stocks;

Party B shall cause the shareholders in the shareholder’ meeting to approve the transfer of the Option Shares as prescribed in the contract;

To maintain his ownership of the shares, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

They shall appoint any Designee proposed by Party A as the director of Party C at the request of Party A;

Party B shall strictly comply with this Contract and provisions as prescribed in the other contracts signed jointly or respectively by Party B, Party C and Party A and duly perform the obligations hereinunder, and refrain from any action or omission sufficient to affect the effectiveness and enforceability of this contract.

4

3.

Representation and Warranties

Party B and Party C hereby represent and warrants on the date of the execution of this Contract and each date of transfer of the Option as follows:

Party B and Party C have all requisite corporate power and authority to enter into, execute, deliver, and perform its obligations under, this contract and any other stock transfer contracts that Party B and Party C have entered into pursuant to this Contract. This contract is, and each of the stock transfer contracts when executed by Party B and Party C shall be, a valid and binding obligation of Party B and Party C enforceable against Party B and Party C;

The execution and delivery of this Contract or any other transfer contracts or the performance of the obligations hereinunder shall not [i] cause any violation of any applicable laws, rules and regulations of PRC. [ii] be inconsistent of their articles, bylaws or other organizational documents; [iii] cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; [iv] cause any violation of any condition for the grant and /or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them; or [v] result in the termination, cancellation of any approvals or authorizations or the addition of extra conditions for such approvals or authorizations;

Party C has a good and merchantable title to all of its assets. Party C has not placed any security interest on the aforementioned assets;

Party C does not have any outstanding debt, except for [i] debt incurred in the ordinary course of business; and [ii] debt already disclosed to Party A for which Party A's written consent has been obtained;

Party C has complied with all Chinese laws and regulations applicable to asset acquisitions;

Currently, there are no pending or possible litigation, arbitration or administrative proceedings relating to the shares or assets of Party C; and

Party C has a good and merchantable title to its shares and there are not any security rights and interests placed on the aforesaid shares with the exclusion of the security rights agreed in the Stock Pledge Contract signed earlier.

4 Transfer of the Contract

4.1

All the rights and obligations of Party B and Party C subject to this Contract shall not be transferred to any third party without prior written consent by Party A.

4.2

Party B and Party C hereby agree that Party A may transfer all its rights and obligations hereinunder to any third party if required. Party A is not required to obtain the consent from Party B and Party C in this regard but should notify them in writing upon the transfer.

5. Effective Date and Validity

5

5.1

This Contract becomes effective on the date of execution hereinabove written.

5.2

The term of this Contract is the same as that of Loan Agreement.

6. Legal Applications and Settlement of Disputes

6.1

Legal Applications

The conclusion, interpretation, implementation and disputes settlement of the contract should be adopted to and be under the jurisdiction of the law of PRC.

Settlement of Disputes

All the disputes arising in connection with the interpretation and performance of the agreement (including the existence, validity or termination of this agreement) should be settled amicably through negotiations. But if there is no agreement to be reached within 30 days after any party brings forward the requirement for disputes settlement, the other party may submit such disputes for arbitration. Arbitration shall be conducted by China International Economic and Trade Arbitration Commission in Beijing in accordance with its effective procedure rule. The award given by the Arbitration Commission shall be final and binding upon both parties;

7.

Taxes and Fees

Each party shall pay any registration or transfer taxes, stamp duties or similar levies, which may be imposed by any jurisdiction in connection with the preparation and execution and the consummation of the tractions contemplated herein and in various transfer contracts.

8.

Notification

The notices or other communications required of any Party shall be in writing in Chinese or English, and shall be sent to the addresses of other Parties or other designated addresses in notices from such a Party from time to time via personal delivery, letter or facsimile. The date on which such a notice shall be deemed actually served shall be determined as follows: (a) if a notice is sent via personal delivery, it shall be deemed actually served on the date of such personal delivery; (b) if a notice is sent via letter, on the tenth day (as indicated by the postmark) after the letter is sent via registered air mail, postage prepaid, or on the fourth day after the notice is given to an internationally recognized express mail carrier, it shall be deemed actually served; and (c) if a notice is sent via facsimile, the time of receipt shown on the transmission acknowledge sheet of the document shall be deemed the time of actual service.

9.

Confidentiality

Each party hereby undertakes and agrees that all information exchanged by all parties, orally or in

6

writing, is strictly confidential. Each party shall hold such information in confidence and shall not disclose to any other third party without the prior written consent by the two parties with the exception of the following the circumstances:

9.1

the public has been or will be informed of such information (only when such information is not disclosed by the recipient);

9.2

such information is required to be make known pursuant to the law or rules and regulations of security exchanges; or

9.3 such information is required to be disclosed by any party to its legal or financial consultant in view of the consummation of the transactions contemplated hereby and such legal or financial consultant are also required to guarantee to keep such information strictly confidential. The disclosure of such confidential information by any staff or appointed institution of any party shall be deemed as the violation of the confidentiality clause hereby and shall hold liable for breach of contract in accordance with this agreement. This section shall survive the termination of this

Contract for any reason.

10.

Further Assurance

All parties agrees to cooperate fully with the other parties and to execute such further instruments, documents and agreements and take further actions as may be reasonably requested to carry into the intents and purposes of this contract.

11. Miscellaneous

11.1

Revision, Amendment and Supplementation

All parties shall make amendment and supplementation in writing. Any amended and supplementary agreements are a part of this Contract and have the same legal effect.

11.2

 Entire Agreement

   This Agreement constitutes the entire agreement upon the execution and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter herein.

11.3

Severability

    If any provision of this contract, or application thereof, will for any reason and to any extent be invalid or unenforceable, then the reminder of this contract and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this contract with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision.

7

11.4

Headings

 The headings used in this contract are for convenience of the parties only and shall not be considered in interpreting the meaning of any provision of this contract.

11.5

Languages and Texts  

The contract is done in quadruplicate and written in English, each party holds one, and each original has equal legal effect

11.6

Successors.

  The provision of this contract shall extend to and be binding upon all the parties and their respective successors and assigns.

11.7

 Survival

Any obligation of the parties occurred or expired with regard to this contract shall survive the expiration or early termination of this agreement; The rights and obligations of the parties under Clause 6, 8, 9 and 11.7 herein shall survive the termination of this Agreement.

11.8

Waiver

Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first herinabove written.

Party A: Dalian Vitup Management Holdings Co., Ltd

Authorized Representative：____________________

8

Party B: Wang Shubin

Signature ：____________________

Gu Feng

Signature：____________________

Party C: Dalian Vitup Healthcare Management Co., Ltd

Authorized Representative：____________________

9

EX-10

Proxy

We,

Wang Shubin: a citizen of the People’s Republic of China (ID No.: 220622196506270630), a shareholder of Dalian Vitup Healthcare Management Co. Ltd (hereinafter referred to as “Dalian Vitup”), holding 51% of the shares of the company,

Feng Gu: a citizen of the People’s Republic of China (ID No.: 220602196409190940), a shareholder of Dalian Vitup, holding 49% of the shares of the company,

the undersigned,

do hereby assign all our shares to Dalian Vitup Management Holdings Co., Ltd (hereinafter referred to as “Dalian Vitup Holdings”) and confer full power of attorney, irrevocably, on the abovementioned corporation as true and lawful attorney-in-fact for me and in my name, place, and stead, and on my behalf, and for my use and benefit regarding the relevant legal affairs relating to the abovementioned assignment as follows.

1.

To constitute and appoint any person whom Dalian Vitup Holdings believes to be right one as our true and lawful attorney and agent for us and in my name, place and stead, to vote as our proxy at the Meeting of the Shareholders of the said corporation in accordance with the laws of the People’s Republic of China and the articles of association of the said company, including but not limit to sell or assign all of our shares of Dalian Vitup or any portion thereof, vote as our agent the material events in the shareholder’s meeting of Dalian Vitup and elect and appoint the directors and senior management of Dalian Vitup. We will issue proxies to the persons appointed by Dalian Vitup Holdings from time to time to the effect of the exercise of voting rights by our proxy.

2.

If Dalian Vitup Holdings appoints us to attend the Meeting of the Shareholders, we hereby promise to exercise our voting rights in accordance with the instructions of the said corporation.

This Proxy shall be effective from the date of the execution of this Proxy to the date of the completion of the assignment hereinunder.

Wang Shubin

Signature:________   ____________

     /s/ Shubin Wang

Date:                                    

Gu Feng

Signature _____________   _______

     /s/ Feng Gu

Date:                                     

EX-10

Consulting Agreement

This agreement is made and entered into as of    9   (month)   1   (day), 2006 by both parties listed as below:

(1)

Party A: Dalian Vitup Management Holdings Co., Ltd -

Address: NO.108-1, Nanshan Road, Zhongshan District, Dalian, China.

(2)

Party B: Dalian Vitup Healthcare Management Co. Ltd.

Address: NO.108-1, Nanshan Road, Zhongshan District, Dalian, China.

Whereas:

(1)

Party A is a foreign-owned enterprise incorporated under the law of China. It has plenty of knowledge and rich experience in the investment and management of health consulting business, health consulting and relevant information management (Hereinafter referred to as the “health management”) and associate products business and it also possesses of abundant professional technicians.    

(2)

Party B is a limited enterprise registered under the law of China and is engaged in health checkup, health management, and the provision of some relevant service.

(3)

Both Party A and Party B agree to sign an exclusive consulting agreement to set out the rights and obligations of both parties.

Now therefore, through friendly negotiation, Party A and Party B hereby agree as follows:

1.

Exclusive Consultations and Services: Exclusive Interest

Party A agrees to act as an exclusive consultant to provide Party B with the following consulting services on the terms and conditions hereof and Party B agrees to accept the abovementioned services provided by Party A as follows:

1)

services relating to health management;

2)

services relating to the associate products in health management;

3)

staff training;

4)

other services required by Party B.

Party B hereby agrees and acknowledges that, without the prior written consent by Party A, Party B shall not appoint any other company or person (including but not limited to the employee of the Party B) to provide it with relevant consulting services.

2.

The Calculation, Payment and Guarantee for the Payment of the Relevant Service Fees

2.1 In full consideration for the consulting services provided by Party A, Party B shall pay to the

Party A RMB1 million per annual prior to the time set out in the list as prescribed in the Clauses 2.2 and 2.3 thereof, the actual amount may be determined by the meeting of directors.

2.2 Party A shall, based on the Party B’s requirements, make a list monthly for all the services it provides and submit the list in writing to Party B for the purpose of the verification and confirmation of the services.

2.3 Party B shall transfer the technical service fees to the Party A’s appointed account within the term of payment set out in the list.

3.

Intellectual Property

Title to all the intellectual property made by Party A resulting from its health management research and relevant product business reside in Party A; title and any derived title to all the intellectual properties made by Party A resulting from the research performed hereunder and/or other agreements signed by both parties shall reside in Party A. The aforesaid title to intellectual property include but not limited to [1] patent application right or patent right [2] trademark right [3] copyright [4] right of name [5] other intellectual property right, right to license and transfer the aforesaid intellectual property, etc.,

4.

Representations and Warranties

4.1 Party A hereby represents and warrants as follows:

4.1.1.

Party A is a foreign-owned enterprise duly organized and validly existing under the laws of China.

4.1.2.

Party A has all requisite corporate power and authority to enter into and execute this agreement. It has taken necessary corporate actions and made proper authorization and has obtained the approvals from relevant third party and government authorities. The execution and performance of this agreement will not result in any violation of any relevant laws and contracts applicable to this agreement.

4.1.3.

This agreement is legal, effective, and binding on Party A upon the conclusion and shall constitute a mandatory obligation of Party A enforceable against Party A.

4.2

Party B hereby represents and warrants as follows:

4.2.1.

Party B is a limited enterprise duly organized and validly existing under the laws of China.

4.2.2.

Party B has all requisite corporate power and authority to enter into and execute this agreement. It has taken necessary corporate actions and made proper authorization and has obtained the approvals by relevant third party and government authorities. The execution and performance of this agreement will not result in any violation of any relevant laws and

contracts applicable to this agreement;

4.2.3.

This agreement is legal, effective, and binding on Party B upon the conclusion and shall constitute a mandatory obligation of Party A enforceable against Party A.

5.

Confidentiality

Each party undertakes，all the information known to one party, concerning the other party’s confidential information such as business, assets, financial situation, etc or any other information identified as "confidential" through the execution of this contract shall be treated as secret and the party concerned will use his best efforts to take various reasonable measures to keep such information in confidence. Without the written prior consent by the other party, any party shall not disclose, render or transfer the aforesaid confidential information to any third party. If this agreement shall be terminated, each party shall return to the other party all such confidential information in their possession, or destroy all of such confidential information and if such confidential information is stored by any memory devices, each party shall delete them and guarantee to discontinue the use of them.

Each party thereof acknowledges and acknowledges that any oral agreements or written information agreed by both parties in connection with this agreement shall be deemed as confidential. Either party shall not disclose to any other third party any relevant information without the written consent by the other party, except for the following circumstances: [a] the public has been or will be informed of such information (only when such information is not disclosed by the recipient); [b] such information is required to make public by law, rules or regulations of securities exchanges; or [c] such information is required to be disclosed by any party to its legal or financial consultant in view of the consummation of the transactions contemplated hereby and such legal or financial consultant are also required to guarantee to keep such information strictly confidential. The disclosure of such confidential information by any s taff or appointed institution of any party shall be deemed as the violation of the confidentiality clause hereby and shall hold liable for breach of contract in accordance with this agreement.

Both Party A and Party B agree that Clause 5 herein remains valid whenever this agreement becomes invalid, altered, modified, canceled, rescinded, terminated or impracticable.

6.

Indemnification

Party B shall indemnify and hold the Party A harmless from, any claims or suits by a third party against the Party A or any liabilities, obligations or fees based on thereon arising from Party A’s performance of services for Party B under this agreement.

7.

Effective Date and Validity

This agreement is signed on the date and year first written above.

 Unless this agreement is terminated in advance pursuant to the clauses herein or other agreements signed by the two parties, this agreement will remain effective in the course of Party A’s operation period (including any continued operation period).

If the operation period of Party B is upon the expiration or terminated for other reasons during the period set forth in Clause 7.2 thereof, unless Party B has transferred its rights and obligations in accordance with Clause 13 herein, this agreement shall be terminated accordingly.

8.

Termination

Termination upon date of expiration. Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date of expiration thereof.

Early termination. During the term of this Agreement, unless Party A commits a gross fault, fraudulent act, other illegal acts or becomes bankrupt, Party B shall not terminate this Agreement early. Notwithstanding the aforementioned covenant, Party A shall have the right to terminate this Agreement upon 30 days of written notice to Party B at any time.

Terms that survive termination. The rights and obligations of the parties under Clause 5, Clause 10 and Clause 12 shall survive the termination of this Agreement.

9.

Governing Law

This Agreement shall be governed, construed and executed in accordance with the laws of China. 

10.

Settlement of Disputes

All the disputes arising in connection with the interpretation and performance of the agreement should be settled amicably through negotiations. But if there is no agreement to be reached within 30 days after any party brings forward the requirement for disputes settlement, the other party may submit such disputes for arbitration. Arbitration shall be conducted by China International Economic and Trade Arbitration Commission in Beijing in accordance with its effective procedure rule. The award given by the Arbitration Commission shall be final and binding upon both parties.

11.

Force Majeure

“Force Majeure” is defined as an unpredictable event or occurrence out with the control of the contracting parties, and which is not attributable to any act or failure to take preventive action by the party concerned, which includes but not limited to, governmental actions, natural calamities, fires, blasts, storms, floods, earth quakes, tides, lightning or war. However, credibility, capital or financing deficiency shall be also deemed as Force Majeure since they are beyond reasonable control. Should either party herein be prevented from implementing the agreement by such cases of Force Majeure, the party concerned shall notify the other party of its exemption from the obligations and the steps to be taken for the execution of the agreement as soon as possible.

In case that the execution of this agreement is delayed or prevented by the abovementioned Force Majeure, the party that influenced by the Force Majeure bears no liability for the consequences resulting from the delay or prevention, but should take adequate measures to reduce or eliminate the adverse affect thus occurred and use all reasonable endeavor to resume the performance of the delayed and prevented obligations. Once Force Majeure is removed, both parties agree to continue the execution of this agreement.

12.

Notification

The notices or other communications required of any Party shall be in writing in Chinese or English, and shall be sent to the addresses of other Parties or other designated addresses in notices from such a Party from time to time via personal delivery, letter or facsimile. The date on which such a notice shall be deemed actually served shall be determined as follows: (a) if a notice is sent via personal delivery, it shall be deemed actually served on the date of such personal delivery; (b) if a notice is sent via letter, on the tenth day (as indicated by the postmark) after the letter is sent via registered air mail, postage prepaid, or on the fourth day after the notice is given to an internationally recognized express mail carrier, it shall be deemed actually served; and (c) if a notice is sent via facsimile, the time of receipt shown on the transmission acknowledge sheet of the document shall be deemed the time of actual service.

13.

Transfer Of The Agreement

Party B shall not transfer its rights and obligations hereunder to any third party without prior written consent by Party A.

Party B hereby agrees that Party A may transfer its rights and obligations hereunder to any third party if required. Party A is not required to obtain the consent from Party B in this regard but should notify it in writing upon the transfer.

14.

Entire Agreement

Notwithstanding Clause 7.1 hereof, both parties agrees that, this Agreement (including the documents and the instruments referred to hereof) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter herein.

15.

Severability

In the event that any provisions of this Agreement are invalid or unenforceable due to inconsistency with law, then such provisions shall only be invalid or unenforceable to the extent of the jurisdiction of such law, and shall not affect the legal validity of the remaining provisions of this Agreement

16.

Amendment and Supplementation

This Agreement shall be amended and supplemented in writing. Relevant amended and supplementary agreements signed by both parties constitute part of this agreement and have the same legal force with this agreement.

17.

Texts

This original Agreement is made in duplicate; each party holds one and each original have equal legal effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first herinabove written.

Party A: Dalian Vitup Management Holdings Co., Ltd

Authorized Representative：____________________

Party B: Dalian Vitup Healthcare Management Co. Ltd.

Authorized Representative：____________________

EX-10

Dalian Zhongshan Vitup Clinic’s Property, Rights and Interests Shift Contract

Serial number: ZZ2006-9081

Dalian Zhongshan Vitup Clinic’s property, rights and interests shift contract (Hereinafter referred as “the contract” is made and entered into in Dalian as of  9  (month)  1  (day), 2006.

Both parties of this contract as below:

Party A: Mr. Wang Shubin

ID Card No.: 220622196506270630

Party B: DaLian Vitup Management Holdings Co., Ltd.

Registry Address: No.108-1, NanShan Road, Zhongshan District, Dalian, China

Legal Representative: Wang Shubin       position: Chairman of the board/president

Background fact:

1. Dalian Zhongshan Vitup Clinic is established on January 11, 2006, with the registration address: No.108-1, NanShan Road, Zhongshan District, Dalian, China, registration number: Chinese industrial and Commercial Department corporation number 210202220079, business scope: internal medicine department (respiration and nerve specialty), Chinese Medicine Department (internal medicine), and granted medical institute operation license (registration number: PDY60172021020217D2132).

2. Although Dalian Zhongshan Vitup Clinic is a private enterprise and the stipulated investor is Wang Shubin, actually, the complete fund and equipment used to set up Dalian Zhongshan Vitup clinic originates from party B of this contract.

Both parties confirmed the above background fact, and work out the following contract terms:

Article 1 Contract purpose

1.1 Both parties confirm that Dalian Zhongshan Vitup Clinic's property, rights and interests’ actual owner is party B.

1.2 Both parties confirm that Dalian Zhongshan Vitup clinic submit the right of management and operation to party B, all rights and duty taken and undertaken by party B.

1.3, both parties agree that Dalian Zhongshan Vitup Clinic does not independently calculate financial data. Its property, income and expanse are consolidate into Party B’s account, and make financial report in the name of Party B

1.4 Dalian Zhongshan Vitup clinic pays taxes alone using its own name.

Article 2 Contract Validity and Revision

2.1 This contract becomes effective upon affixation of the signatures and seals of all the parties.

2.2 After this contract becomes effective, without the agreement of both parties, this contract should not be changed, revised or abolished.

Article 3 Supplementary Articles

3.1 This contract is done in quadruplicate, each party hold two; each original has equal legal effect. This contract's supplement contract is indispensable constituent of this contract, has equal legal effect with this contract.

3.2 Each copy of this contract has the seal of both parties. The copy without seal or incomplete copy does not represent the bilateral real understanding.

**************The above text does not have revision, no following text. ***************

Party B: DaLian Vitup Management Holdings Co., Ltd

Legal Representative (Authorized Representative)：____________________

                                            Wang Shubin

Party A: Mr. Wang Shubin____________________

EX-10

Cooperation Agreement

Party A: ____________________________

Party B: Dalian Vitup Management Holdings Co., Ltd.

In consideration to improve the quality and service level of medical and healthcare services provided by Party B, both parties hereinabove have reached an agreement through friendly negotiation on the terms and conditions as follows:

1.

Party A acknowledges its identity as a business partner of Party B.

2.

Party A acknowledges the medical exams data provided under the guidance of Party B in connection with the members who receive medical assistance.

3.

Party A will not only provide VIP and foreign members of Party B a green path for medical consultation and treatment but also recommend high-level medical staff for ensuring the acquirement of rapid and high-quality medical services.

4.

In case of Party B introduction patients by Party B into Party A, Party B shall make available all relevant medical information or data of such patients and shall also assist the staffs of Party A in performance of medical consultation and treatment activities.

5.

Party B shall, based on the fee-charging standard approved by the state, take the responsibility to pay the medical and relevant service expenses of its members for receiving the medical treatment and relevant services.

6.

Party A undertakes to keep the personal information of all members of Party B in confidential.

7.

According to the requirements of Party B, Party A shall use its best efforts to arrange technical staffs to participate in the activities of medical consultation and treatment, etc legally, for which Party B shall pay the fees accordingly.

8.

This agreement is made in duplicate, and each party holds one. Each agreement has the same legal effect.

9.

This agreement is valid for three years and can be extended through the friendly negotiation of both parties after the termination of the agreement herein.

Party A: ______________________________

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Signature:                                 

Date:                                  

Party B: Dalian Vitup Management Holdings Co., Ltd.

Signature:                                 

Date:                                  

2

EX-10

House Lease Agreement

No: Vitup House Lease Agreement 2004-0988

Party A (Lessor): Shubin Wang

ID Card No: 220622196506270630

Address: No. 10-1-3-2 (03), Ming Ze Yuan, Dalian City, China

Party B (Lessee): Dalian Vitup Healthcare Management Co., Ltd

Address: No. 108-1, 108-2, Nanshan Road, Zhongshan District, Dalian

Whereas

Party A is willing to lease and Party B agrees to rent the house located at No. 10-1-3-2 (03), Ming Ze Yuan, Dalian City, China.

Now therefore, both Party A and Party B have reached an agreement regarding to the abovementioned lease matter with terms and conditions as follows:

1

The house situated at No. 10-1-3-2 (03), Ming Ze Yuan, Dalian City, China and with a floor space of 1230.94 square meters constitutes a three-tier frame-structured building (Hereinafter referred to as the “House”) and is owned by Party A.

2

Party A agrees to lease the House to Party B for use as an office for business operation. The annual rental is RMB 100,000, and each year’s rental shall be settled by the end of that year. However, subject to a specific circumstance, Party A may collect the next year’s rental in advance.

3

Both Party A and Party B agree that the lease term is fifteen years, commencing from the date of the execution of the House Lease Agreement herein.

4

During the term of this Agreement, the two parties herein agree to adjust the rental of the House once every two years through consultation according to the then-current real estate market situation and business operation conditions of Party B.

5

Upon the execution of this Agreement, the leased House shall be delivered for occupation by Party B, and all taxes, expenses or other relevant charges arising from the lease, occupation and use of the House shall be born by Party B.

6

Both Party A and Party B shall bear the responsibility to observe the terms and conditions set forth above. In case that any party breach the agreement, the other party is entitled to file a civil lawsuit to any court that has jurisdiction for indemnification for economic losses.

7

This Agreement takes effect from the date of signature by the two parties herein. The

Agreement is made in quadruplicate; each party holds one and the others are submitted to relevant government departments for filing and recording purpose. All originals shall have the same legal effect.

IN WITNESS WHEREOF, the two parties have cause this House Lease Agreement to be executed by their respective authorized representatives as of the date hereinblow written.

Party A: Wang Shubin

Signature:                         

Party B: Dalian Vitup Healthcare Management Co., Ltd

Signature:                         

Date: January 12, 2004

EX-10

Senior Management Staff Employment Contract

(1)

Party A (Employer): DaLian Vitup Management Holdings Co., Ltd

Legal Representative: Shubin Wang (Chairman)

Party B (Employee): Shubin Wang

ID Card No.: 220622196506270630

In order to establish employment relationship and identify the rights and obligations, the abovementioned two parties have reached an agreement in accordance with Labor Law of the People’ s Republic of China and relevant applicable rules and regulations, on the principle of equality and mutual benefit and through friendly negotiations on the terms and conditions as follows:

Article 1 Subject Matter

Party A and Party B both agree that this Contract constitutes a basic guideline for identification of respective rights and obligations and adjustment of activities of both parties.

Article 2 Working Post and Contents

2.1 Party A agrees to employ Party B as the President /chairman of the Board of Dalian Vitup.

2.2 Party A may adjust Party B’s post or title according to working requirements.

2.3 In case that the content prescribed in item 2.1 or 2.1 of this Article 2 shall only take effect by going through a specific procedure as may set forth in the articles of association of Party A, such items will be effective as from the date of the completion of such procedure.

2.4 The working content of Party B shall be determined according to the description as set forth in the articles of association of Party A.

Article 3 Term of Contract

3.1 This Contract is effective for five years, from September 1, 2006 to September 2, 2011.

3.2 The probation period is   3 months, from    September 1, 2006 (date, month, and year) to December 1, 2006    (date, month, year)

3.3 Upon the expiry of this Contract, if neither party has put forward the termination of this Contract to the other party, this Contract will be automatically renewed for   5   years, but such renewal shall be only once for all.

Article 4 Working Hours

4.1 Party A carries out standard working hours system of 40 hours per week, however, Party A may

1

arrange Party B to work overtime due to specific working requirements.

4.2 As a compensation for overtime working of Party B, Party A agrees to arrange fro Party B a paid holiday not less than 15 consecutive days each year. Such paid holiday may be accumulated on annual basis.

Article 5 Labor Protections and Labor Conditions and Treatment

5.1 Party A shall provide Party B with the following labor protective articles in accordance with the provisions of laws, rules and regulations of the People’s Republic of China:

5.1.1

5.1.2

5.1.3

5.1.4

5.1.5

5.2 According to the working requirements, Party A shall provide Party B with the following articles:

5.2.1

5.2.2

5.2.3

5.2.4

5.2.5

5.3 All articles or goods provided to Party B by Party A according to the provisions of item 5.1 and 5.2 of this Article 5 are owned by Party A and shall return to it within seven days after the termination of this Contract. In case that any of such articles or goods is damaged resulting from the fault of Party B, Party B shall be responsible to make price indemnification according to the loss degree as result of such damage caused by Party B.

5.4 In case of any content as prescribed in the Article 2 of this Contract takes any change, Party A may make corresponding changes to the contents of this Article 5.2.

5.5 In case that during the execution of this Contract, Party A provides to Party B any articles or goods otherwise not set forth in this Article of 5.1 or 5.2, both parties shall go through a hand-over procedure in writing, which shall be deemed as the supplement for this Article of 5.1 or 5.2 and an integral part of the Contract herein.

Article 6 Remuneration

6.1 Party A shall pay Party B regularly a salary on monthly basis in currency.

6.2 Party B’s annual salary will be USD $ 7200, and his or her monthly salary in the probation period will be USD $ 480. Party B shall observe the time and procedure as prescribed by Party A for the acquirement of his or her remuneration.

6.3 Party A may withhold or deduct Party B’s salary in accordance with the stipulations of its administrative or provisional regulations or institutions.

Article 7 Labor Insurance

2

7.1 Party A shall transact social insurance for Party B in accordance with the relevant regulations of the local government where Party B takes his/her office and shall be responsible for the payment of the part social security contribution legally undertook by it.

7.2 Party A may determine the amount of social insurance contribution payable by Party B according to the local social average wage level of where Party B takes his/her office.

Article 8 Non-Competitive Agreement

8.1 Party A and Party B agree that within the term of this Contract and the two years after the termination of this Contract, Party B shall not conduct any of the following competitive activities:

8.1.1 Work or take part-time job in any company or unit that is engaged in the same kind of business or business similar to that engaged by Party A

8.1.2 Individually or cooperatively with any other party to invest to set up any company or unit that is engaged in the same kind of business or business similar to that engaged by Party A.

8.1.3 Act as an agent for business operation of any other company or unit that is engaged in the same kind of business or business similar to that engaged by Party A.

8.1.4 Any other circumstance that may be deemed as a competitive activity.

8.2 The scope of main business of Party A shall be determined by the contents of business that Party A actually operates.

8.3 The two parties herein agree that this non-competitive agreement is applied to Party B only within the territory of China where Party A has or is proposed to set up sub-companies or subsidiaries.

Article 9 Intellectual Property

Party A and Party B agree that all invention creation achieved by Party B during the execution of this Contract and within the two years after the termination of this Contract that is satisfied with any of the following conditions shall be deemed as service invention and the ownership of such invention creation will fall into the hands of Party A:

9.1.1 The invention creation is acquired by Party B for completion of his or her own working duties;

9.1.2 The invention creation is acquired by Party B for completion of other works assigned by Party A;

9.1.3 The invention creation is acquired by Party B by taking advantage of information, technological information, management experience, materials, equipment, staffs, or capitals provided by Party A;

9.1.4 Other circumstances that may be deemed as service inventions.

9.2 The invention creation as described in article 9.1 includes but not limited to the following categories:

9.2.1 Patent;

9.2.2 Trademark;

9.2.3 Papers, design draft, flow chart, etc;

9.2.4 Typical business management mode;

3

9.2.5 Business techniques or methods related to the business of Party A;

9.2.6 Intellectual fruits related to the business of Party A.

9.3 In case that the invention creation of Party B brings any additional economic benefits to Party A, Party A shall grant proper material bonus to Party B.

9.4 Provisions of 9.1 or 9.2 of this Article shall apply regardless of where such invention creation is invented or granted. Party B shall not use the excuse that the invention creation is not invented or granted within the territory of China as a defense.

Article 10 Confidentiality Clause

10.1 Party B undertakes to keep all the information concerning Party A’s commercial secrets known or aware of through the execution of this contract as confidential.

10.2 In case of conducting any of the following activities, Party B shall be deemed as the breach of the Contract herein:

10.2.1 Disclose any information concerning the commercial secrets of Party A to the public or any other third party orally or by the provision of relevant documents, resulting in the public or such third party’s knowledge of the whole or part of such information.

10.2.2 Disclose any information concerning the commercial secrets of Party A to the public through the broadcast, television, newspaper or other media, etc.

10.2.3 Any other activity that may make any information concerning the commercial secrets of Party A known or aware of by the public or any other third party.

10.3 Commercial secrets as described in this article shall refer to any information, plan, method, or scheme with regard to technology or business operation that are aware of by the public, able to bring forth economic benefits, provided with practicability and treated as confidential by Party A, including but not limited to, business guideline and plan, marketing strategy and plan, customer list, sales price of products, production cost of products, regulations and provisions, working flow and various kinds of financial data, etc.

10.4 The term of this confidentiality clause shall be extended for ten years after the termination of this Contract.

10.5 This confidentiality clause shall be effective regardless of the limitation of territory of China.

Article 11 Miscellaneous

11.1 Both parties agree that if during the probation period, any circumstance has occurred as prescribed in 2.3 of the Article 2 and a resolution on the employment of Party B has been made by the board of directors or relevant authorities, the probation period shall be terminated as from the date of validity of such employment document.

11.2 After the termination of this Contract, Party A may, according to the requirements of business management, disclose to relevant unit or staffs the fact of termination of employment relationship between the two parties with written notice or announcement and Party B shall not prevent with any reason, or lodge any rejection or lawsuit regarding to this matter, unless there exists any false or misleading statement in such notice or announcement.

11.3 After the termination of this Contract, Party A shall transfer without any delay or detention the personnel archive of Party B to relevant authorities and settle the relevant procedures without any

4

conditions.

11.4 Party A will grant Party B with stock option in according with the stock option incentive system adopted for the senior management staffs by it under the conditions that may be permitted by laws, rule, regulations and relevant policies, etc.

11.5 Any amendment of this Contract shall be made effective in writing.

Article 12 Termination and Cancellation of Contract

12.1 This Contract may be terminated upon the occurrence of any one of the following circumstances:

12.1.1 The expiration of this Contract;

12.1.2 Party B's retirement and termination of this Contract upon consensus between Party A and Party B;

12.1.3 Party B is dead or has been announced as dead or lost by the people’s court;

12.1.4 Terminated according to the provision as set forth herein;

12.1.5 Declared to be terminated according to the award or similar documents issued by court, or Labor Dispute Arbitration Committee;

12.1.6 Party A has been dissolved or revoked in accordance with law or Party A determines for early dissolution;

12.1.7 Party A has been declared bankrupt in accordance with law;

12.1.8 Other circumstances specified by laws and regulations.

12.2 All provisions related to the settlement of disputes, aftermath of such disputes, matters regarding to a breach of the Contract will remain effective after the termination of this Contract.

12.3 Party B may terminate this Labor Contract at any time upon the occurrence of any one of the following circumstances:

12.3.1 Party B proves that Party A has not met the hiring conditions during the probation period;

12.3.2 Party B has violated the laws, regulations, the provisions of this Contract or regulations and provisions of Party A, having resulted in or likely to resulted in economic loss, or cause any damage to the reputation and other benefits of Party A;

12.3.3 Party B neglects his duty and is engaged in malpractice for personal gains, causing substantial loss to Party A;

12.3.4 Party B has simultaneously established labor relationship or other employment ties with any other company or unit;

12.3.5 Party B is proved to provide Party A with untrue identity, credentials, working experience or religious beliefs;

12.3.6 Party B is held criminally liable or under reeducation through labor in accordance with law.

12.4 Upon the occurrence of any one of the following circumstances, Party A may terminate this Contract, but must give Party B 30 days of written notice:

12.4.1 In the event that Party B becomes sick or suffers non-work related injuries, after Party B's medical leave has ended, Party B still has not recovered, or although Party B has recovered, Party B cannot perform the work on the original duty post or any other work arranged by Party A;

5

12.4.2 There have been major changes to in objective circumstances used as the basis for the execution of this Contract, rendering it impossible to perform the original Contract, and the parties are still not able to reach an agreement on changes to this Labor Contract after their consultations;

12.4.3 Party A is under the process of bankruptcy and reorganization;

12.4.4 Party A confronts with business operation difficulty and is satisfied with conditions to cut off staffs.

12.5 Upon the occurrence of any one of the following circumstances, Party A shall not terminate this Contract according to the provisions of 12.4 of this Article:

12.5.1 Party B is engaged in works of contacting with occupational disease harm and has not received any health examination before leaving his or her working post, or has been deemed as suspected patient with occupational disease who is under the process of diagnosis or medical observation;

12.5.2 Party B has had an occupational disease or injured when working for Party A and has been identified as disabled or partially disabled;

12.5.3 Female staff is on pregnancy, maternity or nursing leave;

12.5.4 Party B becomes sick or suffers non-work related injuries, which is within a prescribed medical treatment period;

12.5.5 Party B has worked for Party A for 15 years and will legally retire from the job within 5 years;

12.5.6 Other circumstance as may specified by laws, rules and regulations.

12.6 Upon the occurrence of any one of the following circumstances, Party B may terminate this Contract after giving a written notice to Party A:

12.6.1 Within the probation period;

12.6.2 Party A instructs Party B to conduct criminal activities;

12.6.3 Party A forces Party B to perform labor through force, threat or illegal restriction on Party B's personal freedom;

12.6.4 Rules and regulations promulgated by Party A is in the violation of laws, regulations of China and not to the benefit of Party B;

12.6.5 Party A fails to pay labor compensation or provide work conditions as set forth herein;

12.6.6 Party A does not pay social insurance contribution for Party B;

12.6.7 Other circumstance as may specified by laws, rules and regulations.

12.7 Party B may terminate this Contract, but must give Party A 30 days of written notice and shall reach an agreement with Party A on the matters related to indemnification duties.

Article 13 Breach of Contract and Liabilities for Breach of Contract

13.1 Unless otherwise described in this Contract, any party who violates any provision of this Contract shall bear relevant responsibilities to indemnify the other party for its economic losses arising from such violation of the Contract by such party.

13.2 In case that this Contract is terminated according to the stipulation of 12.3.2, 12.3.3, 12.3.4, 12.3.5 or 12.3.6 of Article 12.3, Party B shall indemnify Party A for its economic losses caused by such termination of the Contract.

13.3 In case that this Contract is terminated according to the provision of Article 12.4, Party A shall

6

indemnify Party B economically. The indemnification standard is as follows:

a)

In case that Party B has worked for Party A for over one year, Party A shall pay Party B an amount equal to one month’s salary of Party B;

b)

In case that Party B has worked for Party A for over six months but less than one year, Party A shall pay Party B an amount equal to one month’s salary of Party B;

c)

In case that Party B has worked for Party A for less than six months, Party A shall pay Party B an amount equal to semi-month’s salary of Party B.

The above indemnification amount shall be paid up to Party B in a lump sum within 30 days as from the date when the responsibility of both parties are determined.

13.4 In case that this Contract is terminated by Party B according to the stipulation of 12.6.2, 12.6.3, 12.6.4, 12.6.5, 12.6.7 or 12.6.7 of Article 12.6, Party A shall indemnify Party B with an amount equal to two times of the amount that is paid by Party A to Party B as described in article 13.3.

13.5 The salary as described in this article 13.4 shall refer to the average amount of basic salary and position salary of the most current twelve months as set forth on the wage slip.

Article 14 Settlement of Disputes

In case that a labor dispute arises in connection with the interpretation and performance of the agreement, either of the two parties may submit the dispute to Labor Dispute Arbitration Committee in the place where Party A’s principle office is located for mediation. But if mediation fails or any of the two parties is unwilling to have mediation, either party is entitled to submit the dispute to Labor Dispute Arbitration Committee having jurisdiction for arbitration. In the event of rejecting the award, each party can submit it to the court for settlement.

Article 15 Governing Law

15.1 This Contract shall be governed, construed and executed in accordance with the laws of China.

15.2 Any matter not covered in this Contract shall be governed in accordance with the laws, rules and regulations of China and relevant applicable provincial or municipal regulations or provisions of where Party A’s principle office is located.

Article 16 Validity and Texts

16.1 This Contract shall take effect as from the date of signature by both parties.

16.2 The derogation of validity of any provision shall not affect the legal validity of the remaining provisions of this Contract.

16.3 This Contract is made in quintuplicate in simplified Chinese. Each party holds one, and others are filed with relevant authorities or government departments.

17 Supplementary Provisions

17.1 If the Contract herein is required to be approved or certified by any authorities of labor

7

administration, Party A shall bear the responsibilities to settle the procedures and pay relevant expenses or fees involved.

17.2 All regulations or provisions made or implemented by Party A pursuant to the laws, rules, regulations and its articles of association and all agreements, contracts or other documents prepared and signed by both Party A and Party B during the execution of this Contract shall be both deemed as integral part of this Contract and shall have the same legal effect.

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by them or their respective duly authorized officers as of the date first herinabove written.

Party A: DaLian Vitup Management Holdings Co., Ltd

Authorized Representative：____________________

                            Wang Shubin

Party B: Wang Shubin

Signature: ____________________

This Contract is made in Dalian, China by and between the two parties hereinabove.

8

EX-10

Senior Management Staff Employment Contract

(1)

Party A (Employer): DaLian Vitup Management Holdings Co.,Ltd.

Legal Representative: Wang Shubin (Chairman)

Party B (Employee): Feng Gu

ID Card No.: 220602196409190940

In order to establish employment relationship and identify the rights and obligations, the abovementioned two parties have reached an agreement in accordance with Labor Law of the People’s Republic of China and relevant applicable rules and regulations, on the principle of equality and mutual benefit and through friendly negotiations on the terms and conditions as follows:

Article 1 Subject Matter

Party A and Party B both agree that this Contract constitutes a basic guideline for identification of respective rights and obligations and adjustment of activities of both parties.

Article 2 Working Post and Contents

2.1 Party A agrees to employ Party B as the Chief Executive Officer of Party A.

2.2 Party A may adjust Party B’s post or title according to working requirements.

2.3 In case that the content prescribed in item 2.1 or 2.1 of this Article 2 shall only take effect by going through a specific procedure as may set forth in the articles of association of Party A, such items will be effective as from the date of the completion of such procedure.

2.4 The working content of Party B shall be determined according to the description as set forth in the articles of association of Party A.

Article 3 Term of Contract

3.1 This Contract is effective for five years, from September 1, 2006 to September 1, 2011.

3.2 The probation period is 3   months, from   September 1, 2006 (date, month, year) to December 1, 2006    (date, month, year)

3.3 Upon the expiry of this Contract, if neither party has put forward the termination of this Contract to the other party, this Contract will be automatically renewed for   5   years, but such renewal shall be only once for all.

Article 4 Working Hours

4.1 Party A carries out standard working hours system of 40 hours per week, however, Party A may

1

arrange Party B to work overtime due to specific working requirements.

4.2 As a compensation for overtime working of Party B, Party A agrees to arrange fro Party B a paid holiday not less than 15 consecutive days each year. Such paid holiday may be accumulated on annual basis.

Article 5 Labor Protections and Labor Conditions and Treatment

5.1 Party A shall provide Party B with the following labor protective articles in accordance with the provisions of laws, rules and regulations of the People’s Republic of China:

5.1.1

5.1.2

5.1.3

5.1.4

5.1.5

5.2 According to the working requirements, Party A shall provide Party B with the following articles:

5.2.1

5.2.2

5.2.3

5.2.4

5.2.5

5.3 All articles or goods provided to Party B by Party A according to the provisions of item 5.1 and 5.2 of this Article 5 are owned by Party A and shall return to it within seven days after the termination of this Contract. In case that any of such articles or goods is damaged resulting from the fault of Party B, Party B shall be responsible to make price indemnification according to the loss degree as result of such damage caused by Party B.

5.4 In case of any content as prescribed in the Article 2 of this Contract takes any change, Party A may make corresponding changes to the contents of this Article 5.2.

5.5 In case that during the execution of this Contract, Party A provides to Party B any articles or goods otherwise not set forth in this Article of 5.1 or 5.2, both parties shall go through a hand-over procedure in writing, which shall be deemed as the supplement for this Article of 5.1 or 5.2 and an integral part of the Contract herein.

Article 6 Remuneration

6.1 Party A shall pay Party B regularly a salary on monthly basis in currency.

6.2 Party B’s annual salary will be USD $ 10,000, and his or her monthly salary in the probation period will be USD $  667   . Party B shall observe the time and procedure as prescribed by Party A for the acquirement of his or her remuneration.

6.3 Party A may withhold or deduct Party B’s salary in accordance with the stipulations of its administrative or provisional regulations or institutions.

Article 7 Labor Insurance

7.1 Party A shall transact social insurance for Party B in accordance with the relevant regulations of

2

the local government where Party B takes his/her office and shall be responsible for the payment of the part social security contribution legally undertook by it.

7.2 Party A may determine the amount of social insurance contribution payable by Party B according to the local social average wage level of where Party B takes his/her office.

Article 8 Non-Competitive Agreement

8.1 Party A and Party B agree that within the term of this Contract and the two years after the termination of this Contract, Party B shall not conduct any of the following competitive activities:

8.1.1 Work or take part-time job in any company or unit that is engaged in the same kind of business or business similar to that engaged by Party A

8.1.2 Individually or cooperatively with any other party to invest to set up any company or unit that is engaged in the same kind of business or business similar to that engaged by Party A.

8.1.3 Act as an agent for business operation of any other company or unit that is engaged in the same kind of business or business similar to that engaged by Party A.

8.1.4 Any other circumstance that may be deemed as a competitive activity.

8.2 The scope of main business of Party A shall be determined by the contents of business that Party A actually operates.

8.3 The two parties herein agree that this non-competitive agreement is applied to Party B only within the territory of China where Party A has or is proposed to set up sub-companies or subsidiaries.

Article 9 Intellectual Property

Party A and Party B agree that all invention creation achieved by Party B during the execution of this Contract and within the two years after the termination of this Contract that is satisfied with any of the following conditions shall be deemed as service invention and the ownership of such invention creation will fall into the hands of Party A:

9.1.1 The invention creation is acquired by Party B for completion of his or her own working duties;

9.1.2 The invention creation is acquired by Party B for completion of other works assigned by Party A;

9.1.3 The invention creation is acquired by Party B by taking advantage of information, technological information, management experience, materials, equipment, staffs, or capitals provided by Party A;

9.1.4 Other circumstances that may be deemed as service inventions.

9.2 The invention creation as described in article 9.1 include but not limited to the following categories:

9.2.1 Patent;

9.2.2 Trademark;

9.2.3 Papers, design draft, flow chart, etc;

9.2.4 Typical business management mode;

9.2.5 Business techniques or methods related to the business of Party A;

3

9.2.6 Intellectual fruits related to the business of Party A.

9.3 In case that the invention creation of Party B brings any additional economic benefits to Party A, Party A shall grant proper material bonus to Party B.

9.4 Provisions of 9.1 or 9.2 of this Article shall apply regardless of where such invention creation is invented or granted. Party B shall not use the excuse that the invention creation is not invented or granted within the territory of China as a defense.

Article 10 Confidentiality Clause

10.1 Party B undertakes to keep all the information concerning Party A’s commercial secrets known or aware of through the execution of this contract as confidential.

10.2 In case of conducting any of the following activities, Party B shall be deemed as the breach of the Contract herein:

10.2.1 Disclose any information concerning the commercial secrets of Party A to the public or any other third party orally or by the provision of relevant documents, resulting in the public or such third party’s knowledge of the whole or part of such information.

10.2.2 Disclose any information concerning the commercial secrets of Party A to the public through the broadcast, television, newspaper or other media, etc.

10.2.3 Any other activity that may make any information concerning the commercial secrets of Party A known or aware of by the public or any other third party.

10.3 Commercial secrets as described in this article shall refer to any information, plan, method, or scheme with regard to technology or business operation that are aware of by the public, able to bring forth economic benefits, provided with practicability and treated as confidential by Party A, including but not limited to, business guideline and plan, marketing strategy and plan, customer list, sales price of products, production cost of products, regulations and provisions, working flow and various kinds of financial data, etc.

10.4 The term of this confidentiality clause shall be extended for ten years after the termination of this Contract.

10.5 This confidentiality clause shall be effective regardless of the limitation of territory of China.

Article 11 Miscellaneous

11.1 Both parties agree that if during the probation period, any circumstance has occurred as prescribed in 2.3 of the Article 2 and a resolution on the employment of Party B has been made by the board of directors or relevant authorities, the probation period shall be terminated as from the date of validity of such employment document.

11.2 After the termination of this Contract, Party A may, according to the requirements of business management, disclose to relevant unit or staffs the fact of termination of employment relationship between the two parties with written notice or announcement and Party B shall not prevent with any reason, or lodge any rejection or lawsuit regarding to this matter, unless there exists any false or misleading statement in such notice or announcement.

11.3 After the termination of this Contract, Party A shall transfer without any delay or detention the personnel archive of Party B to relevant authorities and settle the relevant procedures without any conditions.

4

11.4 Party A will grant Party B with stock option in according with the stock option incentive system adopted for the senior management staffs by it under the conditions that may be permitted by laws, rule, regulations and relevant policies, etc.

11.5 Any amendment of this Contract shall be made effective in writing.

Article 12 Termination and Cancellation of Contract

12.1 This Contract may be terminated upon the occurrence of any one of the following circumstances:

12.1.1 The expiration of this Contract;

12.1.2 Party B's retirement and termination of this Contract upon consensus between Party A and Party B;

12.1.3 Party B is dead or has been announced as dead or lost by the people’s court;

12.1.4 Terminated according to the provision as set forth herein;

12.1.5 Declared to be terminated according to the award or similar documents issued by court, or Labor Dispute Arbitration Committee;

12.1.6 Party A has been dissolved or revoked in accordance with law or Party A determines for early dissolution;

12.1.7 Party A has been declared bankrupt in accordance with law;

12.1.8 Other circumstances specified by laws and regulations.

12.2 All provisions related to the settlement of disputes, aftermath of such disputes, matters regarding to a breach of the Contract will remain effective after the termination of this Contract.

12.3 Party B may terminate this Labor Contract at any time upon the occurrence of any one of the following circumstances:

12.3.1 Party B proves that Party A has not met the hiring conditions during the probation period;

12.3.2 Party B has violated the laws, regulations, the provisions of this Contract or regulations and provisions of Party A, having resulted in or likely to resulted in economic loss, or cause any damage to the reputation and other benefits of Party A;

12.3.3 Party B neglects his duty and is engaged in malpractice for personal gains, causing substantial loss to Party A;

12.3.4 Party B has simultaneously established labor relationship or other employment ties with any other company or unit;

12.3.5 Party B is proved to provide Party A with untrue identity, credentials, working experience or religious beliefs;

12.3.6 Party B is held criminally liable or under reeducation through labor in accordance with law.

12.4 Upon the occurrence of any one of the following circumstances, Party A may terminate this Contract, but must give Party B 30 days of written notice:

12.4.1 In the event that Party B becomes sick or suffers non-work related injuries, after Party B's medical leave has ended, Party B still has not recovered, or although Party B has recovered, Party B cannot perform the work on the original duty post or any other work arranged by Party A;

12.4.2 There have been major changes to in objective circumstances used as the basis for the

5

execution of this Contract, rendering it impossible to perform the original Contract, and the parties are still not able to reach an agreement on changes to this Labor Contract after their consultations;

12.4.3 Party A is under the process of bankruptcy and reorganization;

12.4.4 Party A confronts with business operation difficulty and is satisfied with conditions to cut off staffs.

12.5 Upon the occurrence of any one of the following circumstances, Party A shall not terminate this Contract according to the provisions of 12.4 of this Article:

12.5.1 Party B is engaged in works of contacting with occupational disease harm and has not received any health examination before leaving his or her working post, or has been deemed as suspected patient with occupational disease who is under the process of diagnosis or medical observation;

12.5.2 Party B has had an occupational disease or injured when working for Party A and has been identified as disabled or partially disabled;

12.5.3 Female staff is on pregnancy, maternity or nursing leave;

12.5.4 Party B becomes sick or suffers non-work related injuries, which is within a prescribed medical treatment period;

12.5.5 Party B has worked for Party A for 15 years and will legally retire from the job within 5 years;

12.5.6 Other circumstance as may specified by laws, rules and regulations.

12.6 Upon the occurrence of any one of the following circumstances, Party B may terminate this Contract after giving a written notice to Party A:

12.6.1 Within the probation period;

12.6.2 Party A instructs Party B to conduct criminal activities;

12.6.3 Party A forces Party B to perform labor through force, threat or illegal restriction on Party B's personal freedom;

12.6.4 Rules and regulations promulgated by Party A is in the violation of laws, regulations of China and not to the benefit of Party B;

12.6.5 Party A fails to pay labor compensation or provide work conditions as set forth herein;

12.6.6 Party A does not pay social insurance contribution for Party B;

12.6.7 Other circumstance as may specified by laws, rules and regulations.

12.7 Party B may terminate this Contract, but must give Party A 30 days of written notice and shall reach an agreement with Party A on the matters related to indemnification duties.

Article 13 Breach of Contract and Liabilities for Breach of Contract

13.1 Unless otherwise described in this Contract, any party who violates any provision of this Contract shall bear relevant responsibilities to indemnify the other party for its economic losses arising from such violation of the Contract by such party.

13.2 In case that this Contract is terminated according to the stipulation of 12.3.2, 12.3.3, 12.3.4, 12.3.5 or 12.3.6 of Article 12.3, Party B shall indemnify Party A for its economic losses caused by such termination of the Contract.

13.3 In case that this Contract is terminated according to the provision of Article 12.4, Party A shall indemnify Party B economically. The indemnification standard is as follows:

6

a)

In case that Party B has worked for Party A for over one year, Party A shall pay Party B an amount equal to one month’s salary of Party B;

b)

In case that Party B has worked for Party A for over six months but less than one year, Party A shall pay Party B an amount equal to one month’s salary of Party B;

c)

In case that Party B has worked for Party A for less than six months, Party A shall pay Party B an amount equal to semi-month’s salary of Party B.

The above indemnification amount shall be paid up to Party B in a lump sum within 30 days as from the date when the responsibility of both parties are determined.

13.4 In case that this Contract is terminated by Party B according to the stipulation of 12.6.2, 12.6.3, 12.6.4, 12.6.5, 12.6.7 or 12.6.7 of Article 12.6, Party A shall indemnify Party B with an amount equal to two times of the amount that is paid by Party A to Party B as described in article 13.3.

13.5 The salary as described in this article 13.4 shall refer to the average amount of basic salary and position salary of the most current twelve months as set forth on the wage slip.

Article 14 Settlement of Disputes

In case that a labor dispute arises in connection with the interpretation and performance of the agreement, either of the two parties may submit the dispute to Labor Dispute Arbitration Committee in the place where Party A’s principle office is located for mediation. But if mediation fails or any of the two parties is unwilling to have mediation, either party is entitled to submit the dispute to Labor Dispute Arbitration Committee having jurisdiction for arbitration. In the event of rejecting the award, each party can submit it to the court for settlement.

Article 15 Governing Law

15.1 This Contract shall be governed, construed and executed in accordance with the laws of China.

15.2 Any matter not covered in this Contract shall be governed in accordance with the laws, rules and regulations of China and relevant applicable provincial or municipal regulations or provisions of where Party A’s principle office is located.

Article 16 Validity and Texts

16.1 This Contract shall take effect as from the date of signature by both parties.

16.2 The derogation of validity of any provision shall not affect the legal validity of the remaining provisions of this Contract.

16.3 This Contract is made in quintuplicate in simplified Chinese. Each party holds one, and others are filed with relevant authorities or government departments.

17 Supplementary Provisions

17.1 If the Contract herein is required to be approved or certified by any authorities of labor administration, Party A shall bear the responsibilities to settle the procedures and pay relevant expenses or fees involved.

7

17.2 All regulations or provisions made or implemented by Party A pursuant to the laws, rules, regulations and its articles of association and all agreements, contracts or other documents prepared and signed by both Party A and Party B during the execution of this Contract shall be both deemed as integral part of this Contract and shall have the same legal effect.

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by them or their respective duly authorized officers as of the date first herinabove written.

Party A: DaLian Vitup Management Holdings Co., Ltd

Authorized Representative：____________________

                            Wang Shubin

Party B: Gu Feng

Signature: ____________________

This Contract is made in Dalian, China by and between the two parties hereinabove.

8

EX-10

Senior Management Staff Employment Contract

(1)

Party A (Employer): DaLian Vitup Management Holdings Co., Ltd

Legal Representative: Wang Shubin (Chairman)

Party B (Employee): Zheng Yan

ID Card No.: 210211197105260169

In order to establish employment relationship and identify the rights and obligations, the abovementioned two parties have reached an agreement in accordance with Labor Law of the People’ s Republic of China and relevant applicable rules and regulations, on the principle of equality and mutual benefit and through friendly negotiations on the terms and conditions as follows:

Article 1 Subject Matter

Party A and Party B both agree that this Contract constitutes a basic guideline for identification of respective rights and obligations and adjustment of activities of both parties.

Article 2 Working Post and Contents

2.1 Party A agrees to employ Party B as the Chief Financial Officer of Dalian Vitup.

2.2 Party A may adjust Party B’s post or title according to working requirements.

2.3 In case that the content prescribed in item 2.1 or 2.1 of this Article 2 shall only take effect by going through a specific procedure as may set forth in the articles of association of Party A, such items will be effective as from the date of the completion of such procedure.

2.4 The working content of Party B shall be determined according to the description as set forth in the articles of association of Party A.

Article 3 Term of Contract

3.1 This Contract is effective for five years, from September 1, 2006 to September 2, 2011.

3.2 The probation period is   3  months, from   September 1,2006  (date, month, year) to December 1,2006    (date, month, year)

3.3 Upon the expiry of this Contract, if neither party has put forward the termination of this Contract to the other party, this Contract will be automatically renewed for   5   years, but such renewal shall be only once for all.

Article 4 Working Hours

4.1 Party A carries out standard working hours system of 40 hours per week, however, Party A may arrange Party B to work overtime due to specific working requirements.

1

4.2 As a compensation for overtime working of Party B, Party A agrees to arrange fro Party B a paid holiday not less than 15 consecutive days each year. Such paid holiday may be accumulated on annual basis.

Article 5 Labor Protections and Labor Conditions and Treatment

5.1 Party A shall provide Party B with the following labor protective articles in accordance with the provisions of laws, rules and regulations of the People’s Republic of China:

5.1.1

5.1.2

5.1.3

5.1.4

5.1.5

5.2 According to the working requirements, Party A shall provide Party B with the following articles:

5.2.1

5.2.2

5.2.3

5.2.4

5.2.5

5.3 All articles or goods provided to Party B by Party A according to the provisions of item 5.1 and 5.2 of this Article 5 are owned by Party A and shall return to it within seven days after the termination of this Contract. In case that any of such articles or goods is damaged resulting from the fault of Party B, Party B shall be responsible to make price indemnification according to the loss degree as result of such damage caused by Party B.

5.4 In case of any content as prescribed in the Article 2 of this Contract takes any change, Party A may make corresponding changes to the contents of this Article 5.2.

5.5 In case that during the execution of this Contract, Party A provides to Party B any articles or goods otherwise not set forth in this Article of 5.1 or 5.2, both parties shall go through a hand-over procedure in writing, which shall be deemed as the supplement for this Article of 5.1 or 5.2 and an integral part of the Contract herein.

Article 6 Remuneration

6.1 Party A shall pay Party B regularly a salary on monthly basis in currency.

6.2 Party B’s annual salary will be USD $ 10,000, and his or her monthly salary in the probation period will be USD $   667. Party B shall observe the time and procedure as prescribed by Party A for the acquirement of his or her remuneration.

6.3 Party A may withhold or deduct Party B’s salary in accordance with the stipulations of its administrative or provisional regulations or institutions.

Article 7 Labor Insurance

7.1 Party A shall transact social insurance for Party B in accordance with the relevant regulations of

2

the local government where Party B takes his/her office and shall be responsible for the payment of the part social security contribution legally undertook by it.

7.2 Party A may determine the amount of social insurance contribution payable by Party B according to the local social average wage level of where Party B takes his/her office.

Article 8 Non-Competitive Agreement

8.1 Party A and Party B agree that within the term of this Contract and the two years after the termination of this Contract, Party B shall not conduct any of the following competitive activities:

8.1.1 Work or take part-time job in any company or unit that is engaged in the same kind of business or business similar to that engaged by Party A

8.1.2 Individually or cooperatively with any other party to invest to set up any company or unit that is engaged in the same kind of business or business similar to that engaged by Party A.

8.1.3 Act as an agent for business operation of any other company or unit that is engaged in the same kind of business or business similar to that engaged by Party A.

8.1.4 Any other circumstance that may be deemed as a competitive activity.

8.2 The scope of main business of Party A shall be determined by the contents of business that Party A actually operates.

8.3 The two parties herein agree that this non-competitive agreement is applied to Party B only within the territory of China where Party A has or is proposed to set up sub-companies or subsidiaries.

Article 9 Intellectual Property

Party A and Party B agree that all invention creation achieved by Party B during the execution of this Contract and within the two years after the termination of this Contract that is satisfied with any of the following conditions shall be deemed as service invention and the ownership of such invention creation will fall into the hands of Party A:

9.1.1 The invention creation is acquired by Party B for completion of his or her own working duties;

9.1.2 The invention creation is acquired by Party B for completion of other works assigned by Party A;

9.1.3 The invention creation is acquired by Party B by taking advantage of information, technological information, management experience, materials, equipment, staffs, or capitals provided by Party A;

9.1.4 Other circumstances that may be deemed as service inventions.

9.2 The invention creation as described in article 9.1 include but not limited to the following categories:

9.2.1 Patent;

9.2.2 Trademark;

9.2.3 Papers, design draft, flow chart, etc;

9.2.4 Typical business management mode;

9.2.5 Business techniques or methods related to the business of Party A;

3

9.2.6 Intellectual fruits related to the business of Party A.

9.3 In case that the invention creation of Party B brings any additional economic benefits to Party A, Party A shall grant proper material bonus to Party B.

9.4 Provisions of 9.1 or 9.2 of this Article shall apply regardless of where such invention creation is invented or granted. Party B shall not use the excuse that the invention creation is not invented or granted within the territory of China as a defense.

Article 10 Confidentiality Clause

10.1 Party B undertakes to keep all the information concerning Party A’s commercial secrets known or aware of through the execution of this contract as confidential.

10.2 In case of conducting any of the following activities, Party B shall be deemed as the breach of the Contract herein:

10.2.1 Disclose any information concerning the commercial secrets of Party A to the public or any other third party orally or by the provision of relevant documents, resulting in the public or such third party’s knowledge of the whole or part of such information.

10.2.2 Disclose any information concerning the commercial secrets of Party A to the public through the broadcast, television, newspaper or other media, etc.

10.2.3 Any other activity that may make any information concerning the commercial secrets of Party A known or aware of by the public or any other third party.

10.3 Commercial secrets as described in this article shall refer to any information, plan, method, or scheme with regard to technology or business operation that are aware of by the public, able to bring forth economic benefits, provided with practicability and treated as confidential by Party A, including but not limited to, business guideline and plan, marketing strategy and plan, customer list, sales price of products, production cost of products, regulations and provisions, working flow and various kinds of financial data, etc.

10.4 The term of this confidentiality clause shall be extended for ten years after the termination of this Contract.

10.5 This confidentiality clause shall be effective regardless of the limitation of territory of China.

Article 11 Miscellaneous

11.1 Both parties agree that if during the probation period, any circumstance has occurred as prescribed in 2.3 of the Article 2 and a resolution on the employment of Party B has been made by the board of directors or relevant authorities, the probation period shall be terminated as from the date of validity of such employment document.

11.2 After the termination of this Contract, Party A may, according to the requirements of business management, disclose to relevant unit or staffs the fact of termination of employment relationship between the two parties with written notice or announcement and Party B shall not prevent with any reason, or lodge any rejection or lawsuit regarding to this matter, unless there exists any false or misleading statement in such notice or announcement.

11.3 After the termination of this Contract, Party A shall transfer without any delay or detention the personnel archive of Party B to relevant authorities and settle the relevant procedures without any conditions.

4

11.4 Party A will grant Party B with stock option in according with the stock option incentive system adopted for the senior management staffs by it under the conditions that may be permitted by laws, rule, regulations and relevant policies, etc.

11.5 Any amendment of this Contract shall be made effective in writing.

Article 12 Termination and Cancellation of Contract

12.1 This Contract may be terminated upon the occurrence of any one of the following circumstances:

12.1.1 The expiration of this Contract;

12.1.2 Party B's retirement and termination of this Contract upon consensus between Party A and Party B;

12.1.3 Party B is dead or has been announced as dead or lost by the people’s court;

12.1.4 Terminated according to the provision as set forth herein;

12.1.5 Declared to be terminated according to the award or similar documents issued by court, or Labor Dispute Arbitration Committee;

12.1.6 Party A has been dissolved or revoked in accordance with law or Party A determines for early dissolution;

12.1.7 Party A has been declared bankrupt in accordance with law;

12.1.8 Other circumstances specified by laws and regulations.

12.2 All provisions related to the settlement of disputes, aftermath of such disputes, matters regarding to a breach of the Contract will remain effective after the termination of this Contract.

12.3 Party B may terminate this Labor Contract at any time upon the occurrence of any one of the following circumstances:

12.3.1 Party B proves that Party A has not met the hiring conditions during the probation period;

12.3.2 Party B has violated the laws, regulations, the provisions of this Contract or regulations and provisions of Party A, having resulted in or likely to resulted in economic loss, or cause any damage to the reputation and other benefits of Party A;

12.3.3 Party B neglects his duty and is engaged in malpractice for personal gains, causing substantial loss to Party A;

12.3.4 Party B has simultaneously established labor relationship or other employment ties with any other company or unit;

12.3.5 Party B is proved to provide Party A with untrue identity, credentials, working experience or religious beliefs;

12.3.6 Party B is held criminally liable or under reeducation through labor in accordance with law.

12.4 Upon the occurrence of any one of the following circumstances, Party A may terminate this Contract, but must give Party B 30 days of written notice:

12.4.1 In the event that Party B becomes sick or suffers non-work related injuries, after Party B's medical leave has ended, Party B still has not recovered, or although Party B has recovered, Party B cannot perform the work on the original duty post or any other work arranged by Party A;

12.4.2 There have been major changes to in objective circumstances used as the basis for the

5

execution of this Contract, rendering it impossible to perform the original Contract, and the parties are still not able to reach an agreement on changes to this Labor Contract after their consultations;

12.4.3 Party A is under the process of bankruptcy and reorganization;

12.4.4 Party A confronts with business operation difficulty and is satisfied with conditions to cut off staffs.

12.5 Upon the occurrence of any one of the following circumstances, Party A shall not terminate this Contract according to the provisions of 12.4 of this Article:

12.5.1 Party B is engaged in works of contacting with occupational disease harm and has not received any health examination before leaving his or her working post, or has been deemed as suspected patient with occupational disease who is under the process of diagnosis or medical observation;

12.5.2 Party B has had an occupational disease or injured when working for Party A and has been identified as disabled or partially disabled;

12.5.3 Female staff is on pregnancy, maternity or nursing leave;

12.5.4 Party B becomes sick or suffers non-work related injuries, which is within a prescribed medical treatment period;

12.5.5 Party B has worked for Party A for 15 years and will legally retire from the job within 5 years;

12.5.6 Other circumstance as may specified by laws, rules and regulations.

12.6 Upon the occurrence of any one of the following circumstances, Party B may terminate this Contract after giving a written notice to Party A:

12.6.1 Within the probation period;

12.6.2 Party A instructs Party B to conduct criminal activities;

12.6.3 Party A forces Party B to perform labor through force, threat or illegal restriction on Party B's personal freedom;

12.6.4 Rules and regulations promulgated by Party A is in the violation of laws, regulations of China and not to the benefit of Party B;

12.6.5 Party A fails to pay labor compensation or provide work conditions as set forth herein;

12.6.6 Party A does not pay social insurance contribution for Party B;

12.6.7 Other circumstance as may specified by laws, rules and regulations.

12.7 Party B may terminate this Contract, but must give Party A 30 days of written notice and shall reach an agreement with Party A on the matters related to indemnification duties.

Article 13 Breach of Contract and Liabilities for Breach of Contract

13.1 Unless otherwise described in this Contract, any party who violates any provision of this Contract shall bear relevant responsibilities to indemnify the other party for its economic losses arising from such violation of the Contract by such party.

13.2 In case that this Contract is terminated according to the stipulation of 12.3.2, 12.3.3, 12.3.4, 12.3.5 or 12.3.6 of Article 12.3, Party B shall indemnify Party A for its economic losses caused by such termination of the Contract.

13.3 In case that this Contract is terminated according to the provision of Article 12.4, Party A shall indemnify Party B economically. The indemnification standard is as follows:

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a)

In case that Party B has worked for Party A for over one year, Party A shall pay Party B an amount equal to one month’s salary of Party B;

b)

In case that Party B has worked for Party A for over six months but less than one year, Party A shall pay Party B an amount equal to one month’s salary of Party B;

c)

In case that Party B has worked for Party A for less than six months, Party A shall pay Party B an amount equal to semi-month’s salary of Party B.

The above indemnification amount shall be paid up to Party B in a lump sum within 30 days as from the date when the responsibility of both parties are determined.

13.4 In case that this Contract is terminated by Party B according to the stipulation of 12.6.2, 12.6.3, 12.6.4, 12.6.5, 12.6.7 or 12.6.7 of Article 12.6, Party A shall indemnify Party B with an amount equal to two times of the amount that is paid by Party A to Party B as described in article 13.3.

13.5 The salary as described in this article 13.4 shall refer to the average amount of basic salary and position salary of the most current twelve months as set forth on the wage slip.

Article 14 Settlement of Disputes

In case that a labor dispute arises in connection with the interpretation and performance of the agreement, either of the two parties may submit the dispute to Labor Dispute Arbitration Committee in the place where Party A’s principle office is located for mediation. But if mediation fails or any of the two parties is unwilling to have mediation, either party is entitled to submit the dispute to Labor Dispute Arbitration Committee having jurisdiction for arbitration. In the event of rejecting the award, each party can submit it to the court for settlement.

Article 15 Governing Law

15.1 This Contract shall be governed, construed and executed in accordance with the laws of China.

15.2 Any matter not covered in this Contract shall be governed in accordance with the laws, rules and regulations of China and relevant applicable provincial or municipal regulations or provisions of where Party A’s principle office is located.

Article 16 Validity and Texts

16.1 This Contract shall take effect as from the date of signature by both parties.

16.2 The derogation of validity of any provision shall not affect the legal validity of the remaining provisions of this Contract.

16.3 This Contract is made in quintuplicate in simplified Chinese. Each party holds one, and others are filed with relevant authorities or government departments.

17 Supplementary Provisions

17.1 If the Contract herein is required to be approved or certified by any authorities of labor administration, Party A shall bear the responsibilities to settle the procedures and pay relevant

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expenses or fees involved.

17.2 All regulations or provisions made or implemented by Party A pursuant to the laws, rules, regulations and its articles of association and all agreements, contracts or other documents prepared and signed by both Party A and Party B during the execution of this Contract shall be both deemed as integral part of this Contract and shall have the same legal effect.

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by them or their respective duly authorized officers as of the date first herinabove written.

Party A: DaLian Vitup Management Holdings Co., Ltd

Authorized Representative：____________________

                            Wang Shubin

Party B: Zheng Yan

Signature: ____________________

This Contract is made in Dalian, China by and between the two parties hereinabove.

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EX-10

Senior Management Staff Employment Contract

(1)

Party A (Employer): Dalian Vitup Management Holdings Co., Ltd

Legal Representative: Wang Shubin (Chairman)

Party B (Employee): Huang Jukun

ID Card No.: 210503197110193032

In order to establish employment relationship and identify the rights and obligations, the abovementioned two parties have reached an agreement in accordance with Labor Law of the People’ s Republic of China and relevant applicable rules and regulations, on the principle of equality and mutual benefit and through friendly negotiations on the terms and conditions as follows:

Article 1 Subject Matter

Party A and Party B both agree that this Contract constitutes a basic guideline for identification of respective rights and obligations and adjustment of activities of both parties.

Article 2 Working Post and Contents

2.1 Party A agrees to employ Party B as the Chief Medical Officer of Party A.

2.2 Party A may adjust Party B’s post or title according to working requirements.

2.3 In case that the content prescribed in item 2.1 or 2.1 of this Article 2 shall only take effect by going through a specific procedure as may set forth in the articles of association of Party A, such items will be effective as from the date of the completion of such procedure.

2.4 The working content of Party B shall be determined according to the description as set forth in the articles of association of Party A.

Article 3 Term of Contract

3.1 This Contract is effective for five years, from January 1, 2007 to January 1, 2012.

3.2 The probation period is    3 months, from   January 1, 2007 (date, month, and year) to April 1, 2012    (date, month, and year)

3.3 Upon the expiry of this Contract, if neither party has put forward the termination of this Contract to the other party, this Contract will be automatically renewed for   5   years, but such renewal shall be only once for all.

Article 4 Working Hours

4.1 Party A carries out standard working hours system of 40 hours per week, however, Party A may

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arrange Party B to work overtime due to specific working requirements.

4.2 As a compensation for overtime working of Party B, Party A agrees to arrange fro Party B a paid holiday not less than 15 consecutive days each year. Such paid holiday may be accumulated on annual basis.

Article 5 Labor Protections and Labor Conditions and Treatment

5.1 Party A shall provide Party B with the following labor protective articles in accordance with the provisions of laws, rules and regulations of the People’s Republic of China:

5.1.1

5.1.2

5.1.3

5.1.4

5.1.5

5.2 According to the working requirements, Party A shall provide Party B with the following articles:

5.2.1

5.2.2

5.2.3

5.2.4

5.2.5

5.3 All articles or goods provided to Party B by Party A according to the provisions of item 5.1 and 5.2 of this Article 5 are owned by Party A and shall return to it within seven days after the termination of this Contract. In case that any of such articles or goods is damaged resulting from the fault of Party B, Party B shall be responsible to make price indemnification according to the loss degree as result of such damage caused by Party B.

5.4 In case of any content as prescribed in the Article 2 of this Contract takes any change, Party A may make corresponding changes to the contents of this Article 5.2.

5.5 In case that during the execution of this Contract, Party A provides to Party B any articles or goods otherwise not set forth in this Article of 5.1 or 5.2, both parties shall go through a hand-over procedure in writing, which shall be deemed as the supplement for this Article of 5.1 or 5.2 and an integral part of the Contract herein.

Article 6 Remuneration

6.1 Party A shall pay Party B regularly a salary on monthly basis in currency.

6.2 Party B’s annual salary will be USD $ 10,000, and his or her monthly salary in the probation period will be USD $ 667   . Party B shall observe the time and procedure as prescribed by Party A for the acquirement of his or her remuneration.

6.3 Party A may withhold or deduct Party B’s salary in accordance with the stipulations of its administrative or provisional regulations or institutions.

Article 7 Labor Insurance

7.1 Party A shall transact social insurance for Party B in accordance with the relevant regulations of

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the local government where Party B takes his/her office and shall be responsible for the payment of the part social security contribution legally undertook by it.

7.2 Party A may determine the amount of social insurance contribution payable by Party B according to the local social average wage level of where Party B takes his/her office.

Article 8 Non-Competitive Agreement

8.1 Party A and Party B agree that within the term of this Contract and the two years after the termination of this Contract, Party B shall not conduct any of the following competitive activities:

8.1.1 Work or take part-time job in any company or unit that is engaged in the same kind of business or business similar to that engaged by Party A

8.1.2 Individually or cooperatively with any other party to invest to set up any company or unit that is engaged in the same kind of business or business similar to that engaged by Party A.

8.1.3 Act as an agent for business operation of any other company or unit that is engaged in the same kind of business or business similar to that engaged by Party A.

8.1.4 Any other circumstance that may be deemed as a competitive activity.

8.2 The scope of main business of Party A shall be determined by the contents of business that Party A actually operates.

8.3 The two parties herein agree that this non-competitive agreement is applied to Party B only within the territory of China where Party A has or is proposed to set up sub-companies or subsidiaries.

Article 9 Intellectual Property

Party A and Party B agree that all invention creation achieved by Party B during the execution of this Contract and within the two years after the termination of this Contract that is satisfied with any of the following conditions shall be deemed as service invention and the ownership of such invention creation will fall into the hands of Party A:

9.1.1 The invention creation is acquired by Party B for completion of his or her own working duties;

9.1.2 The invention creation is acquired by Party B for completion of other works assigned by Party A;

9.1.3 The invention creation is acquired by Party B by taking advantage of information, technological information, management experience, materials, equipment, staffs, or capitals provided by Party A;

9.1.4 Other circumstances that may be deemed as service inventions.

9.2 The invention creation as described in article 9.1 include but not limited to the following categories:

9.2.1 Patent;

9.2.2 Trademark;

9.2.3 Papers, design draft, flow chart, etc;

9.2.4 Typical business management mode;

9.2.5 Business techniques or methods related to the business of Party A;

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9.2.6 Intellectual fruits related to the business of Party A.

9.3 In case that the invention creation of Party B brings any additional economic benefits to Party A, Party A shall grant proper material bonus to Party B.

9.4 Provisions of 9.1 or 9.2 of this Article shall apply regardless of where such invention creation is invented or granted. Party B shall not use the excuse that the invention creation is not invented or granted within the territory of China as a defense.

Article 10 Confidentiality Clause

10.1 Party B undertakes to keep all the information concerning Party A’s commercial secrets known or aware of through the execution of this contract as confidential.

10.2 In case of conducting any of the following activities, Party B shall be deemed as the breach of the Contract herein:

10.2.1 Disclose any information concerning the commercial secrets of Party A to the public or any other third party orally or by the provision of relevant documents, resulting in the public or such third party’s knowledge of the whole or part of such information.

10.2.2 Disclose any information concerning the commercial secrets of Party A to the public through the broadcast, television, newspaper or other media, etc.

10.2.3 Any other activity that may make any information concerning the commercial secrets of Party A known or aware of by the public or any other third party.

10.3 Commercial secrets as described in this article shall refer to any information, plan, method, or scheme with regard to technology or business operation that are aware of by the public, able to bring forth economic benefits, provided with practicability and treated as confidential by Party A, including but not limited to, business guideline and plan, marketing strategy and plan, customer list, sales price of products, production cost of products, regulations and provisions, working flow and various kinds of financial data, etc.

10.4 The term of this confidentiality clause shall be extended for ten years after the termination of this Contract.

10.5 This confidentiality clause shall be effective regardless of the limitation of territory of China.

Article 11 Miscellaneous

11.1 Both parties agree that if during the probation period, any circumstance has occurred as prescribed in 2.3 of the Article 2 and a resolution on the employment of Party B has been made by the board of directors or relevant authorities, the probation period shall be terminated as from the date of validity of such employment document.

11.2 After the termination of this Contract, Party A may, according to the requirements of business management, disclose to relevant unit or staffs the fact of termination of employment relationship between the two parties with written notice or announcement and Party B shall not prevent with any reason, or lodge any rejection or lawsuit regarding to this matter, unless there exists any false or misleading statement in such notice or announcement.

11.3 After the termination of this Contract, Party A shall transfer without any delay or detention the personnel archive of Party B to relevant authorities and settle the relevant procedures without any conditions.

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11.4 Party A will grant Party B with stock option in according with the stock option incentive system adopted for the senior management staffs by it under the conditions that may be permitted by laws, rule, regulations and relevant policies, etc.

11.5 Any amendment of this Contract shall be made effective in writing.

Article 12 Termination and Cancellation of Contract

12.1 This Contract may be terminated upon the occurrence of any one of the following circumstances:

12.1.1 The expiration of this Contract;

12.1.2 Party B's retirement and termination of this Contract upon consensus between Party A and Party B;

12.1.3 Party B is dead or has been announced as dead or lost by the people’s court;

12.1.4 Terminated according to the provision as set forth herein;

12.1.5 Declared to be terminated according to the award or similar documents issued by court, or Labor Dispute Arbitration Committee;

12.1.6 Party A has been dissolved or revoked in accordance with law or Party A determines for early dissolution;

12.1.7 Party A has been declared bankrupt in accordance with law;

12.1.8 Other circumstances specified by laws and regulations.

12.2 All provisions related to the settlement of disputes, aftermath of such disputes, matters regarding to a breach of the Contract will remain effective after the termination of this Contract.

12.3 Party B may terminate this Labor Contract at any time upon the occurrence of any one of the following circumstances:

12.3.1 Party B proves that Party A has not met the hiring conditions during the probation period;

12.3.2 Party B has violated the laws, regulations, the provisions of this Contract or regulations and provisions of Party A, having resulted in or likely to resulted in economic loss, or cause any damage to the reputation and other benefits of Party A;

12.3.3 Party B neglects his duty and is engaged in malpractice for personal gains, causing substantial loss to Party A;

12.3.4 Party B has simultaneously established labor relationship or other employment ties with any other company or unit;

12.3.5 Party B is proved to provide Party A with untrue identity, credentials, working experience or religious beliefs;

12.3.6 Party B is held criminally liable or under reeducation through labor in accordance with law.

12.4 Upon the occurrence of any one of the following circumstances, Party A may terminate this Contract, but must give Party B 30 days of written notice:

12.4.1 In the event that Party B becomes sick or suffers non-work related injuries, after Party B's medical leave has ended, Party B still has not recovered, or although Party B has recovered, Party B cannot perform the work on the original duty post or any other work arranged by Party A;

12.4.2 There have been major changes to in objective circumstances used as the basis for the

5

execution of this Contract, rendering it impossible to perform the original Contract, and the parties are still not able to reach an agreement on changes to this Labor Contract after their consultations;

12.4.3 Party A is under the process of bankruptcy and reorganization;

12.4.4 Party A confronts with business operation difficulty and is satisfied with conditions to cut off staffs.

12.5 Upon the occurrence of any one of the following circumstances, Party A shall not terminate this Contract according to the provisions of 12.4 of this Article:

12.5.1 Party B is engaged in works of contacting with occupational disease harm and has not received any health examination before leaving his or her working post, or has been deemed as suspected patient with occupational disease who is under the process of diagnosis or medical observation;

12.5.2 Party B has had an occupational disease or injured when working for Party A and has been identified as disabled or partially disabled;

12.5.3 Female staff is on pregnancy, maternity or nursing leave;

12.5.4 Party B becomes sick or suffers non-work related injuries, which is within a prescribed medical treatment period;

12.5.5 Party B has worked for Party A for 15 years and will legally retire from the job within 5 years;

12.5.6 Other circumstance as may specified by laws, rules and regulations.

12.6 Upon the occurrence of any one of the following circumstances, Party B may terminate this Contract after giving a written notice to Party A:

12.6.1 Within the probation period;

12.6.2 Party A instructs Party B to conduct criminal activities;

12.6.3 Party A forces Party B to perform labor through force, threat or illegal restriction on Party B's personal freedom;

12.6.4 Rules and regulations promulgated by Party A is in the violation of laws, regulations of China and not to the benefit of Party B;

12.6.5 Party A fails to pay labor compensation or provide work conditions as set forth herein;

12.6.6 Party A does not pay social insurance contribution for Party B;

12.6.7 Other circumstance as may specified by laws, rules and regulations.

12.7 Party B may terminate this Contract, but must give Party A 30 days of written notice and shall reach an agreement with Party A on the matters related to indemnification duties.

Article 13 Breach of Contract and Liabilities for Breach of Contract

13.1 Unless otherwise described in this Contract, any party who violates any provision of this Contract shall bear relevant responsibilities to indemnify the other party for its economic losses arising from such violation of the Contract by such party.

13.2 In case that this Contract is terminated according to the stipulation of 12.3.2, 12.3.3, 12.3.4, 12.3.5 or 12.3.6 of Article 12.3, Party B shall indemnify Party A for its economic losses caused by such termination of the Contract.

13.3 In case that this Contract is terminated according to the provision of Article 12.4, Party A shall indemnify Party B economically. The indemnification standard is as follows:

6

a)

In case that Party B has worked for Party A for over one year, Party A shall pay Party B an amount equal to one month’s salary of Party B;

b)

In case that Party B has worked for Party A for over six months but less than one year, Party A shall pay Party B an amount equal to one month’s salary of Party B;

c)

In case that Party B has worked for Party A for less than six months, Party A shall pay Party B an amount equal to semi-month’s salary of Party B.

The above indemnification amount shall be paid up to Party B in a lump sum within 30 days as from the date when the responsibility of both parties are determined.

13.4 In case that this Contract is terminated by Party B according to the stipulation of 12.6.2, 12.6.3, 12.6.4, 12.6.5, 12.6.7 or 12.6.7 of Article 12.6, Party A shall indemnify Party B with an amount equal to two times of the amount that is paid by Party A to Party B as described in article 13.3.

13.5 The salary as described in this article 13.4 shall refer to the average amount of basic salary and position salary of the most current twelve months as set forth on the wage slip.

Article 14 Settlement of Disputes

In case that a labor dispute arises in connection with the interpretation and performance of the agreement, either of the two parties may submit the dispute to Labor Dispute Arbitration Committee in the place where Party A’s principle office is located for mediation. But if mediation fails or any of the two parties is unwilling to have mediation, either party is entitled to submit the dispute to Labor Dispute Arbitration Committee having jurisdiction for arbitration. In the event of rejecting the award, each party can submit it to the court for settlement.

Article 15 Governing Law

15.1 This Contract shall be governed, construed and executed in accordance with the laws of China.

15.2 Any matter not covered in this Contract shall be governed in accordance with the laws, rules and regulations of China and relevant applicable provincial or municipal regulations or provisions of where Party A’s principle office is located.

Article 16 Validity and Texts

16.1 This Contract shall take effect as from the date of signature by both parties.

16.2 The derogation of validity of any provision shall not affect the legal validity of the remaining provisions of this Contract.

16.3 This Contract is made in quintuplicate in simplified Chinese. Each party holds one, and others are filed with relevant authorities or government departments.

17 Supplementary Provisions

17.1 If the Contract herein is required to be approved or certified by any authorities of labor

7

administration, Party A shall bear the responsibilities to settle the procedures and pay relevant expenses or fees involved.

17.2 All regulations or provisions made or implemented by Party A pursuant to the laws, rules, regulations and its articles of association and all agreements, contracts or other documents prepared and signed by both Party A and Party B during the execution of this Contract shall be both deemed as integral part of this Contract and shall have the same legal effect.

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by them or their respective duly authorized officers as of the date first herinabove written.

Party A: DaLian Vitup Management Holdings Co., Ltd

Authorized Representative：____________________

                            Wang Shubin

Party B: Huang Jukun

Signature: ____________________

This Contract is made in Dalian, China by and between the two parties hereinabove.

8