UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X]
|
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
|
For the quarterly period ended September 30, 2012
|
|
|
[ ]
|
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
|
For the transition period from __________ to__________
|
|
|
|
Commission File Number: 333-168930
|
Vantage Health
(Exact name of registrant as specified in its
charter)
NV
|
93-0659770
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
105 West 55th Street #3B New York NY 10019
|
(Address of principal executive offices)
|
+27 728213420
|
(Registrant’s telephone number)
|
___________________________
|
(Former name, former address and former fiscal year, if changed since last report)
|
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days [ ] Yes [X] No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). [ ] Yes [X] No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
[ ] Large accelerated filer
|
[ ] Accelerated filer
|
[ ] Non-accelerated filer
|
[X] Smaller reporting company
|
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date: 80,125,000 issued and outstanding as of September 30, 2012.
TABLE OF CONTENTS
|
|
Page
|
PART I – FINANCIAL INFORMATION
|
|
Item 1:
|
Financial Statements
|
3
|
Item 2:
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
4
|
Item 3:
|
Quantitative and Qualitative Disclosures About Market Risk
|
7
|
Item 4:
|
Controls and Procedures
|
7
|
|
PART II – OTHER INFORMATION
|
|
Item 1:
|
Legal Proceedings
|
8
|
Item 1A:
|
Risk Factors
|
8
|
Item 2:
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
8
|
Item 3:
|
Defaults Upon Senior Securities
|
8
|
Item 4:
|
Mine Safety Disclosures
|
8
|
Item 5:
|
Other Information
|
8
|
Item 6:
|
Exhibits
|
8
|
VANTAGE
HEALTH
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2012
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our financial statements included in this Form
10-Q are as follows:
Consolidated
Balance Sheets as of September 30, 2012 and June 30, 2012
|
|
F
- 1
|
|
|
|
Consolidated
Statements of Operations for the three months ended September 30, 2012 and 2011 and
the Period from April 21, 2010 (Inception) to September 30, 2012
|
|
F
- 2
|
|
|
|
Consolidated
Statements of Other Comprehensive Income (Loss) for the three months ended September
30, 2012 and 2011 and the Period from April 21, 2010 (Inception) to September 30, 2012
|
|
F
- 3
|
|
|
|
Consolidated
Statement of Stockholders’ Deficit as of September 30, 2012
|
|
F
- 4
|
|
|
|
Consolidated
Statements of Cash Flows for the three months ended September 30, 2012 and 2011 and
the Period from April 21, 2010 (Inception) to September 30, 2012
|
|
F
- 5
|
|
|
|
Notes
to Consolidated Financial
|
|
F
- 6 - F - 11
|
These financial statements have been
prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information
and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation
have been included. Operating results for the interim period ended September 30, 2012 are not necessarily indicative of the results
that can be expected for the full year.
VANTAGE
HEALTH
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
BALANCE SHEETS (unaudited)
AS
OF SEPTEMBER 30, 2012 AND JUNE 30, 2012
|
|
September 30, 2012
|
|
|
June 30, 2012
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash and equivalents
|
|
$
|
216,651
|
|
|
$
|
300,687
|
|
Interest receivable
|
|
|
7,219
|
|
|
|
7,219
|
|
Total Current Assets
|
|
|
223,870
|
|
|
|
307,906
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
8,855
|
|
|
|
9,405
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
232,725
|
|
|
$
|
317,311
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
31,776
|
|
|
$
|
48,991
|
|
|
|
|
|
|
|
|
|
|
Long – Term Liabilities
|
|
|
|
|
|
|
|
|
Shareholder loans
|
|
|
636,871
|
|
|
|
640,273
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
668,647
|
|
|
|
689,264
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit
|
|
|
|
|
|
|
|
|
Common Stock, $.001 par value, 250,000,000 shares authorized, 80,125,000 and 80,125,000 shares issued and outstanding, respectively
|
|
|
80,125
|
|
|
|
80,125
|
|
Additional paid-in capital
|
|
|
380,335
|
|
|
|
380,335
|
|
Stock subscription receivable
|
|
|
(118,750
|
)
|
|
|
(118,750
|
)
|
Non-controlling interest
|
|
|
(254,694
|
)
|
|
|
(222,616
|
)
|
Accumulated other comprehensive income (loss)
|
|
|
69,883
|
|
|
|
67,441
|
|
Deficit accumulated during the development stage
|
|
|
(592,821
|
)
|
|
|
(558,488
|
)
|
Total Stockholders’ Deficit
|
|
|
(435,922
|
)
|
|
|
(371,953
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
$
|
232,725
|
|
|
$
|
317,311
|
|
See
accompanying notes to financial statements.
VANTAGE
HEALTH
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
STATEMENTS OF OPERATIONS (unaudited)
FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
FOR
THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO SEPTEMBER 30, 2012
|
|
Three Months Ended
September 30, 2012
|
|
|
Three Months Ended
September 30, 2011
|
|
|
Period from
April 21, 2010
(Inception) to
September 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES, NET OF COST OF SALES
|
|
$
|
19
|
|
|
$
|
0
|
|
|
$
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees
|
|
|
31,468
|
|
|
|
5,916
|
|
|
|
140,714
|
|
Office expenses
|
|
|
19,059
|
|
|
|
1,694
|
|
|
|
109,160
|
|
Officer/director compensation
|
|
|
0
|
|
|
|
2,000
|
|
|
|
11,500
|
|
Stock based compensation
|
|
|
0
|
|
|
|
0
|
|
|
|
32,000
|
|
Consulting
|
|
|
4,035
|
|
|
|
0
|
|
|
|
289,612
|
|
Deposit impairment
|
|
|
0
|
|
|
|
0
|
|
|
|
50,000
|
|
Depreciation
|
|
|
514
|
|
|
|
0
|
|
|
|
1,427
|
|
Travel and entertainment
|
|
|
10,952
|
|
|
|
8,129
|
|
|
|
122,296
|
|
Bank fees
|
|
|
402
|
|
|
|
417
|
|
|
|
4,028
|
|
TOTAL OPERATING EXPENSES
|
|
|
66,430
|
|
|
|
18,156
|
|
|
|
760,737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS
|
|
|
(66,411
|
)
|
|
|
(18,156
|
)
|
|
|
(760,718
|
)
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
0
|
|
|
|
0
|
|
|
|
7,288
|
|
TOTAL OTHER INCOME (EXPENSE)
|
|
|
0
|
|
|
|
0
|
|
|
|
7,288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE NON-CONTROLLING INTEREST
|
|
|
(66,411
|
)
|
|
|
(18,156
|
)
|
|
|
(753,430
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESS: LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST
|
|
|
32,078
|
|
|
|
5,904
|
|
|
|
254,694
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE PROVISION FOR INCOME TAXES
|
|
|
(34,333
|
)
|
|
|
(12,252
|
)
|
|
|
(498,736
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS FROM CONTINUING OPERATIONS
|
|
$
|
(34,333
|
)
|
|
$
|
(12,252
|
)
|
|
$
|
(498,736
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS ON DISCONTINUED OPERATIONS
|
|
|
0
|
|
|
|
0
|
|
|
|
8,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS FOR THE PERIOD
|
|
|
(34,333
|
)
|
|
$
|
(12,252
|
)
|
|
$
|
(507,621
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS PER SHARE: BASIC AND DILUTED
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSANDING: BASIC AND DILUTED
|
|
|
80,125,000
|
|
|
|
76,527,446
|
|
|
|
|
|
See
accompanying notes to financial statements.
VANTAGE HEALTH
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) (unaudited)
FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
FOR
THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO SEPTEMBER 30, 2012
|
|
Three Months Ended
September 30, 2012
|
|
|
Three Months Ended
September 30, 2011
|
|
|
Period from
April 21, 2010
(Inception) to
September 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(34,333
|
)
|
|
$
|
(12,252
|
)
|
|
$
|
(507,621
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Translation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cumulative translation adjustment
|
|
|
2,442
|
|
|
|
53,831
|
|
|
|
69,883
|
|
Income tax benefit (expense)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Total
|
|
$
|
2,442
|
|
|
$
|
53,831
|
|
|
$
|
69,883
|
|
See
accompanying notes to financial statements.
VANTAGE
HEALTH
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ DEFICIT (unaudited)
FOR
THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO SEPTEMBER 30, 2012
|
|
Common Stock
|
|
|
Additional
Paid
|
|
|
Stock
Subscription
|
|
|
Non-
Controlling
|
|
|
Accumulated
Other
Comprehensive
Income
|
|
|
Deficit
Accumulated
During
the
Development
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
in Capital
|
|
|
Receivable
|
|
|
Interest
|
|
|
(Loss)
|
|
|
Stage
|
|
|
Total
|
|
Inception, April 21, 2010
|
|
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued to founder for cash
|
|
|
60,000,000
|
|
|
|
60,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for cash at $0.0015 per share
|
|
|
3,712,500
|
|
|
|
3,713
|
|
|
|
1,856
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for cash at $0.002 per share
|
|
|
5,000,000
|
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for cash at $0.0025 per share
|
|
|
3,700,000
|
|
|
|
3,700
|
|
|
|
5,550
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
9,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for cash at $0.00275 per share
|
|
|
1,287,500
|
|
|
|
1,287
|
|
|
|
2,254
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for cash at $0.003 per share
|
|
|
450,000
|
|
|
|
450
|
|
|
|
900
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deemed dividend created by acquisition of
51% of entity under common control
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(85,200
|
)
|
|
|
(85,200
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year
ended June 30, 2010
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(637
|
)
|
|
|
6,010
|
|
|
|
(6,627
|
)
|
|
|
(1,254
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2010
|
|
|
74,150,000
|
|
|
|
74,150
|
|
|
|
15,560
|
|
|
|
0
|
|
|
|
(637
|
)
|
|
|
6,010
|
|
|
|
(91,827
|
)
|
|
|
3,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt forgiven shareholder
|
|
|
-
|
|
|
|
-
|
|
|
|
50,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for services
|
|
|
100,000
|
|
|
|
100
|
|
|
|
31,900
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
32,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year
ended June 30, 2011
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(141,601
|
)
|
|
|
(16,495
|
)
|
|
|
(289,074
|
)
|
|
|
(447,170
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2011
|
|
|
74,250,000
|
|
|
|
74,250
|
|
|
|
97,460
|
|
|
|
0
|
|
|
|
(142,238
|
)
|
|
|
(10,485
|
)
|
|
|
(380,901
|
)
|
|
|
(361,914
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants exercised for cash or notes
at $0.05 per share
|
|
|
5,775,000
|
|
|
|
5,775
|
|
|
|
282,975
|
|
|
|
(118,750
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
170,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for issuance costs
|
|
|
100,000
|
|
|
|
100
|
|
|
|
(100
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for
the year ended June 30, 2012
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(80,378
|
)
|
|
|
77,926
|
|
|
|
(177,587
|
)
|
|
|
(180,039
|
)
|
Balance, June 30, 2012
|
|
|
80,125,000
|
|
|
|
80,125
|
|
|
|
380,335
|
|
|
|
(118,750
|
)
|
|
|
(222,616
|
)
|
|
|
67,441
|
|
|
|
(558,488
|
)
|
|
|
(371,953
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period ended September
30, 2012
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(32,078
|
)
|
|
|
2,442
|
|
|
|
(34,333
|
)
|
|
|
(63,969
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2012
|
|
|
80,125,000
|
|
|
$
|
80,125
|
|
|
$
|
380,335
|
|
|
$
|
(118,750
|
)
|
|
$
|
(254,694
|
)
|
|
$
|
69,883
|
|
|
$
|
(592,821
|
)
|
|
$
|
(435,922
|
)
|
See
accompanying notes to financial statements.
VANTAGE
HEALTH
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
STATEMENTS OF CASH FLOWS (unaudited)
FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
FOR
THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO SEPTEMBER 30, 2012
|
|
Three Months Ended
September 30, 2012
|
|
|
Three Months Ended
September 30, 2011
|
|
|
Period from
April 21, 2010
(Inception) to
September 30, 2012
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period
|
|
$
|
(34,333
|
)
|
|
$
|
(12,252
|
)
|
|
$
|
(507,621
|
)
|
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
0
|
|
|
|
0
|
|
|
|
32,000
|
|
Deposit impairment
|
|
|
0
|
|
|
|
0
|
|
|
|
50,000
|
|
Depreciation
|
|
|
514
|
|
|
|
0
|
|
|
|
1,427
|
|
Loss attributable to non-controlling interest
|
|
|
(32,078
|
)
|
|
|
(5,904
|
)
|
|
|
(254,694
|
)
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase) decrease in interest receivable
|
|
|
0
|
|
|
|
0
|
|
|
|
(7,219
|
)
|
(Increase) decrease in prepaid expenses
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Increase (decrease) in accounts payable and accrued expenses
|
|
|
(17,215
|
)
|
|
|
(6,097
|
)
|
|
|
31,776
|
|
Net Cash Used by Operating Activities
|
|
|
(83,112
|
)
|
|
|
(24,253
|
)
|
|
|
(654,331
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for acquisition of furniture and fixtures
|
|
|
36
|
|
|
|
0
|
|
|
|
(10,282
|
)
|
Cash paid for deposit
|
|
|
0
|
|
|
|
0
|
|
|
|
(50,000
|
)
|
Cash paid for acquisition of 51% interest in Moxisign
|
|
|
0
|
|
|
|
0
|
|
|
|
(3,643
|
)
|
Net Cash Used by Investing Activities
|
|
|
36
|
|
|
|
0
|
|
|
|
(63,925
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of common stock
|
|
|
0
|
|
|
|
0
|
|
|
|
89,710
|
|
Proceeds from exercise of stock warrants
|
|
|
0
|
|
|
|
20,000
|
|
|
|
170,000
|
|
Proceeds from notes payable – related parties
|
|
|
0
|
|
|
|
0
|
|
|
|
612,216
|
|
Payments on notes payable – related parties
|
|
|
(3,402
|
)
|
|
|
(49,658
|
)
|
|
|
(6,902
|
)
|
Net Cash Provided by (Used by) Financing Activities
|
|
|
(3,402
|
)
|
|
|
(29,658
|
)
|
|
|
865,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
2,442
|
|
|
|
53,831
|
|
|
|
69,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH
|
|
|
(84,036
|
)
|
|
|
(80
|
)
|
|
|
216,651
|
|
Cash, beginning of period
|
|
|
300,687
|
|
|
|
14,223
|
|
|
|
0
|
|
Cash, end of period
|
|
$
|
216,651
|
|
|
$
|
14,143
|
|
|
$
|
216,651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Cash paid for income taxes
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
Deemed dividend related to acquisition of subsidiary
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
85,200
|
|
Exercise of stock warrants for stock subscription receivable
|
|
$
|
0
|
|
|
$
|
268,750
|
|
|
$
|
118,750
|
|
Stock issued for equity issuance costs
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
5,000
|
|
See
accompanying notes to financial statements.
VANTAGE
HEALTH
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2012
NOTE
1 – SUMMARY OF ACCOUNTING POLICIES
Nature
of Business
Vantage
Health (“Vantage Health” and the “Company”) is a development stage company and was incorporated in Nevada
on April 21, 2010.
The
Company intends to
build and operate an Active Pharmaceutical Ingredients (“APIs”) manufacturing
plant alongside a formulation and packaging plant in South Africa to meet the growing market needs for Anti-retrovirals (“ARVs”)
in South Africa and potentially other African countries. The company intends to build an Antiretroviral Active Pharmaceutical
Ingredient (API) manufacturing plant in South Africa in order to supply the growing demand in the fight against HIV/AIDS.
Development
Stage Company
The
accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles
related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced
or if its operations have commenced, there has been no significant revenues there from.
Basis
of Presentation
The
accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read
in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K/A filed with the SEC
as of and for the period ended June 30, 2012. In the opinion of management, all adjustments necessary in order for the financial
statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily
indicative of the results expected for the full year. The Company has adopted a June 30 year end.
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. Significant intercompany
accounts and transactions have been eliminated.
Cash
and Cash Equivalents
Vantage
Health considers all highly liquid investments with maturities of three months or less to be cash equivalents. At September 30,
2012 and June 30, 2012, the Company had $216,651 and $300,687 of cash, respectively.
Property
and Equipment
Property
and equipment are recorded at cost and are depreciated, when placed in service, using principally the straight-line method over
the estimated useful lives of the related assets. Estimated useful lives generally range from two to seven years for furniture,
equipment and automobiles. Leasehold improvements are amortized over the estimated useful lives of the related assets or leases,
whichever is shorter.
Fair
Value of Financial Instruments
The
Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses
and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity
or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
VANTAGE
HEALTH
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2012
NOTE
1 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and
liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and
are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax
assets that, based on available evidence, are not expected to be realized.
Revenue
Recognition
The
Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Basic
Income (Loss) Per Share
Basic
income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted
average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net
income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt
or equity. There are no such common stock equivalents outstanding as of September 30, 2012.
Other
Comprehensive Income (Loss)
Comprehensive
income (loss) consists of net income (loss) and other gains and losses affecting stockholder’s equity that, under GAAP,
are excluded from net income (loss), including foreign currency translation adjustments, gains and losses related to certain derivative
contracts, and gains or losses, prior service costs or credits, and transition assets or obligations associated with pension or
other postretirement benefits that have not been recognized as components of net periodic benefit cost.
Foreign
Currency Translation
The
functional currency of the Company is the United States Dollar. The financial statements of the Company’s South African
subsidiary are translated from the South African Rand to U.S. dollars using the period exchange rates as to assets and liabilities
and average exchange rates as to revenues and expenses. The financial statements of the Company’s Tanzania subsidiary are
translated from the Tanzanian Shilling to U.S. dollars using the period exchange rates as to assets and liabilities and average
exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital
transaction occurs. Net gains and losses resulting from foreign exchange translations are included in the statements of operations
and changes in stockholders’ equity as other comprehensive income (loss).
Stock-Based
Compensation
Stock-based
compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718). To date, the Company has not
adopted a stock option plan and has not granted any stock options.
VANTAGE
HEALTH
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2012
NOTE
1 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
Recent
Accounting Pronouncements
The
Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s
results of operations, financial position or cash flow.
NOTE
2 – PROPERTY AND EQUIPMENT
Major classes
of property and equipment consist of the following:
|
|
September 30, 2012
|
|
|
June 30, 2012
|
|
|
|
|
|
|
|
|
Vehicles
|
|
|
10,217
|
|
|
|
10,318
|
|
Less accumulated depreciation
|
|
|
(1,362
|
)
|
|
|
(913
|
)
|
|
|
$
|
8,855
|
|
|
$
|
9,405
|
|
During the
period ended September 30, 2012 and the fiscal year ended June 30, 2012, the Company recorded no provisions for the impairment
of assets.
NOTE
3 – SHAREHOLDER LOANS
During
the period ended June 30, 2010 the company received loans from two shareholders for $100,699, $30,000 and $3,500. The loans are
non-interest bearing, unsecured and are due on July 13, 2013.
During
the year ended June 30, 2011, the $3,500 loan was repaid in full.
An
additional $247,623 was loaned from a shareholder during the year ended June 30, 2011.
During
the year ended June 30, 2011, a shareholder forgave loans totaling $50,000 which have been recorded as contributed capital.
An
additional $311,951 was loaned from a shareholder during the year ended June 30, 2012.
During
the three months ended September 30, 2012, the Company repaid $3,402 of the outstanding shareholder loans.
The
total amount due to the shareholders was $636,871 and $640,273 as of September 30, 2012 and June 30, 2012, respectively.
NOTE
4 – COMMON STOCK
The
Company has 250,000,000 shares of $0.001 par value common stock.
During
the period ended June 30, 2010 the Company issued 74,150,000 shares of common stock ranging from $0.001 to $0.003 per share. Vantage
received total proceeds of $89,710.
During
the year ended June 30, 2011, a shareholder forgave loans totaling $50,000 which have been recorded as contributed capital.
VANTAGE
HEALTH
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2012
NOTE
4 – COMMON STOCK (CONTINUED)
On
June 30, 2011 a director of the company was issued 100,000 shares of restricted common stock valued at $32,000 for services rendered.
During
the year ended June 30, 2012 warrants were exercised for 5,775,000 common shares of stock, for $20,000 in cash and notes receivable
totaling $268,750, subscriptions receivable were collected in the amount of $170,000.
During
the year ended June 30, 2012, 100,000 shares of common stock were issued for issuance costs.
There
are 80,125,000 shares issued and outstanding as of September 30, 2012.
NOTE
5 – STOCK WARRANTS
The
Company issued 7,859,375 stock warrants in connection with the issuance of common stock. The Company has accounted for these warrants
as equity instruments in accordance with EITF 00-19 (ASC 815-40), Accounting for Derivative Financial Instruments Indexed to,
and Potentially Settled in, a Company’s Own Stock, and as such, will be classified in stockholders’ equity as they
meet the definition of “…indexed to the issuer’s stock” in EITF 01-06 (ASC 815-40) The Meaning of Indexed
to a Company’s Own Stock. The Company has estimated the fair value of the warrants issued in connection with the private
placement at $13 as of the grant dates using the Black-Scholes option pricing model. Each common stock purchase warrant has an
exercise price of $3.00 and will expire 36 months from the effective date of the S-1. The Company has the right to call the common
stock purchase warrants within ten days written notice if the Company’s common stock is trading at or above $3.00 per share
and has average daily trading volume of 200,000 shares of twenty consecutive days. No adjustment was made to the financial statements
due to materiality.
On
August 4, 2011 the exercise price for all the outstanding warrants was revised from $3.00 to $0.05 per share. The warrants were
revalued on that date at $1,611,135. The stock and warrants were originally sold for total value of $13,541. As the value of the
warrants cannot exceed the total value of the equity sale, no further adjustments are necessary.
During
the quarter ended September 30, 2011 warrants were exercised for 5,775,000 common shares of stock, for $20,000 in cash and notes
receivable totaling $268,750. There are 2,084,375 stock warrants remaining as of September 30, 2012.
Key
assumptions used by the Company are summarized as follows at the original grant date and the date of revision:
|
|
August 4, 2011
|
|
|
June 30, 2010
|
|
Stock price
|
|
$
|
0.25
|
|
|
$
|
0.00275
|
|
Exercise price
|
|
$
|
0.05
|
|
|
$
|
3.00
|
|
Expected volatility
|
|
|
86
|
%
|
|
|
105
|
%
|
Expected dividend yield
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
Risk-free rate over the estimated expected life of the warrants
|
|
|
0.27
|
%
|
|
|
0.84
|
%
|
Expected term (in years)
|
|
|
1.92
|
|
|
|
3
|
|
VANTAGE
HEALTH
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2012
NOTE
6 – NON-CONTROLLING INTEREST
On
June 14, 2010, Vantage acquired 51% of an entity under common control for cash totaling $3,643. For purposes of these financial
statements, the subsidiary has been consolidated via the acquisition method. We have recorded a deemed dividend of $85,200 since
the book value of Moxisign’s liabilities exceeded the book value of its assets. The assets and liabilities of Moxisign have
been recorded at amounts equal to the carrying value on Moxisign’s books as per ASC 805-020. At the acquisition date, Moxisign
had current assets of $27,751, current liabilities of $1,928 and long-term liabilities of $102,669.
NOTE
7 – DISCONTINUED OPERATIONS
On
June 1, 2011, Vantage acquired 51% of a newly established entity (Vantage Health Tanzania Limited) for a note totaling $2,295.
The subsidiary commenced operations in the second quarter of fiscal year ended June 30, 2012. For purposes of interim financial
statements for the second and third quarters of fiscal year ended June 30,2012, the subsidiary was consolidated via the acquisition
method. The assets and liabilities of Vantage Tanzania Limited were recorded at amounts equal to the carrying value on Vantage
Tanzania Limited’s books as per ASC 805-020. At the acquisition date, Vantage Tanzania Limited had current assets of $0,
current liabilities of $0 and long-term liabilities of $0.
During
the fourth quarter of fiscal year ended June 30, 2012 the subsidiary (Vantage Health Tanzania Limited) was forced to discontinue
its operations due to gross misappropriation of resources by high level employees. The result being that the subsidiary discontinued
operations and lost all of its assets.
All
operations of the subsidiary have been removed from these annual financial statements and the Company has recognized a loss on
the discontinued operations of $8,885, representing amounts invested in and amounts loaned to the subsidiary for which the Company
will not be able to collect.
NOTE
8 – COMMITMENTS
Vantage
Health neither owns nor leases any real or personal property. An officer has provided office services without charge. There is
no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly
are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved
in other business activities in the future.
NOTE
9 – LIQUIDITY AND GOING CONCERN
The
Company has limited working capital, has incurred losses since inception, and has not yet received material revenues from sales
of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern.
The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going
concern.
The
ability of Vantage Health to continue as a going concern is dependent on the Company generating cash from the sale of its common
stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its
equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.
VANTAGE
HEALTH
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2012
NOTE
10 – INCOME TAXES
For
the three months ended September 30, 2012, Vantage Health has incurred a net loss before minority interest of approximately $66,400
and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved.
The cumulative net operating loss carry-forward is approximately $508,000 at September 30, 2012, and will expire beginning in
the year 2030. The provision for Federal income tax consists of the following for the three months ended September 30, 2012 and
2011:
|
|
September 30, 2012
|
|
|
September 30, 2011
|
|
Federal income tax benefit attributable to:
|
|
|
|
|
|
|
|
|
Current operations
|
|
$
|
22,576
|
|
|
$
|
6,200
|
|
Less: valuation allowance
|
|
|
(22,576
|
)
|
|
|
(6,200
|
)
|
Net provision for Federal income taxes
|
|
$
|
0
|
|
|
$
|
0
|
|
The
cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
|
|
September 30, 2012
|
|
|
June 30, 2012
|
|
Deferred tax asset attributable to:
|
|
|
|
|
|
|
|
|
Net operating loss carryover
|
|
$
|
172,590
|
|
|
$
|
160,820
|
|
Valuation allowance
|
|
|
(172,590
|
)
|
|
|
(160,820
|
)
|
Net deferred tax asset
|
|
$
|
0
|
|
|
$
|
0
|
|
NOTE
11 – SUBSEQUENT EVENTS
Vantage
Health’s South African subsidiary, Moxisign (Pty) Ltd., is in the final stages of entering into a 5 year contract with a
health and beauty focused retail and supply group with over 590 stores across southern Africa. This contact is expected to generate
approximately $1,000,000 in gross revenue for that entity. This contract is not yet finalized.
Vantage
Health has made progress in finalizing a Technology Partner for a manufacturing facility and is the early stage of negotiation
with potential partners (letter of intent stage).
Vantage
Health has also secured the rights for distribution of a unique range of European Cosmetics and signed a 12 month “Gentleman’s
Agreement” on November 1
st
2012 for this range. This agreement contains minimum purchase requirements, the dollar
value of which is currently not determinable.
Management
has evaluated subsequent events through the date on which the financial statements were issued, and has determined it does not
have any material subsequent events to disclose other than those mentioned above.
Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical
information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results,
and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking
statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,”
“estimates,” “intends,” “strategy,” “plan,” “may,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and similar expressions.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which
may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations
and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory
changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties
should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Company Overview
Our mission is to contribute to the pharmaceutical
value chain by producing chemical inputs for the industry. We are in the development stage, have no revenues, minimal assets and
have incurred losses since inception.
We operate primarily through our wholly owned
South African subsidiary, Moxisign (PTY) Ltd (“Moxisign”). Moxisign was formed as a pharmaceutical distributor with
the specific intention of bidding on South African government health care contracts and tenders. These include: HIV/AIDS medications,
and also other health related government tenders including medical equipment, TB drugs and other medical supplies that are either
unavailable in South Africa, or too expensive for the government to source from local producers. In addition, Moxisign intends
to broaden its governmental and private sector customer base. This expanded reach may add to the scale and flexibility to the Moxisign
business model to help us grow substantially within the next five years.
The following are current activities that Moxisign
has been involved in:
|
●
|
Moxisign is in the final stages of entering
into a contract with a health and beauty focused retail, distribution and supply group with over 590 stores across southern Africa.
This contact is expected to generate approximately $1,000,000 in gross revenues. This contract is not yet finalized.
|
|
●
|
We have also approached a national pharmacy
chain to supply them with over-the-counter treatments and medications. A formal purchase order has yet to be signed as we are still
at the stage of deciding upon the appropriate products and compiling the necessary paperwork to file at the Medicine Control Council.
Supply is not expected to begin until the MCC (Medicine Control Council) has finished the approval process for each drug dossier.
|
|
●
|
Moxisign is currently commencing sales
of a recently approved herbal antioxidant. A pipeline of other generics is in process of registration.
|
We are in the process of forming a second
South Africa subsidiary which will be called Vantage Health South Africa, formed to build and operate a pharmaceutical manufacturing
facility.
The manufacturing sector has been targeted
by the South African government and is identified as a key pillar in the recent State of the nation address and in the 2010-2013
Industrial Policy Action Plan II and there are, at present, a number of taxation and financial incentives, including grants from
the state available to encourage a vibrant manufacturing sector.
The pharmaceutical partnerships established
have agreed to provide Vantage with the requisite technology and skills transfer to establish the plant. At present, Vantage is
conducting preliminary feasibility assessment towards the building of the API / secondary formulation plant within South Africa.
Vantage Health has also secured the rights
for distribution of a unique range of European Cosmetics and signed a 12 month agreement on November 1st 2012 for this range. This
agreement contains minimum purchase requirements, the dollar value of which is currently not determinable.
Results of operations for the three months
ended September 30, 2012 and 2011, and for the period from April 21, 2010 (date of inception) through September 30, 2012
Our financial statements have been prepared
assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and
realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital
to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity
or debt securities.
We have had only $19 in revenues from inception
to September 30, 2012.
During the three-month period ended September
30, 2012, we incurred operating expenses of $66,430 compared to $18,156 for the three-month period ended September 30, 2011. During
the period from inception (April 21, 2010) to September 30, 2012 we incurred operating expenses of $760,718. Our main operating
expenses incurred during all periods were related to corporate overhead, financial and administrative contracted services, such
as legal and accounting, developmental costs, and travel expenses.
Our net loss before non-controlling interest
for the three month period ended September 30, 2012 was $66,411 compared to a net loss of $18,156 for the three-months ended September
30, 2011. During the period from inception (April 21, 2010) to September 30, 2012 our net loss before non-controlling interest
was $753,430. Our loss attributable to non-controlling interest for the three-month period ended September 30, 2012 was $32,078
compared to a loss of $5,904 for the three-month period ended September 30, 2011. From inception (April 21, 2010) to September
30, 2012 our loss attributable to non-controlling interest was $254,694.
Our net loss for the three-month period ended
September 30, 2012 was $34,333 compared to a net loss of $12,252 for the three months ended September 30, 2011. During the period
from inception (April 21, 2010) to September 30, 2012 our net loss was $507,621.
Liquidity and Capital Resources
As of September 30, 2012, our total assets
were $232,725 and our total liabilities were $668,647.
We have not attained profitable operations
and are dependent upon obtaining financing to continue with our business plan. For these reasons, there is substantial doubt that
we will be able to continue as a going concern.
For the three month period ended September
30, 2012, our current assets were $223,870 and our current liabilities were $31,776 and we had working capital of $192,094. For
the three month period ended September 30, 2012, current liabilities were solely comprised of $31,776 in accounts payable and accrued
expenses.
We have not generated positive cash flows from
operating activities. For the three month period ended September 30, 2012, net cash flows used in operating activities was $83,112,
compared to $24,253 for the quarter ended September 30, 2011 and $654,331 for the period from April 21, 2010 (Inception) to September
30, 2012 . Our negative cash flow was mainly the result of our net loss and loss attributable to non-controlling interests for
all periods above.
We had no cash flow from investing activities
for the three months ended September 30, 2012 and 2011.
Cash flows used in financing activities were
$3,402 for the three months ended September 30, 2012, as compared with $29,658 for the same period ended September 30, 2012. Our
negative cash flow was a result of notes payable to related parties.
The success of our business plan beyond the
next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing
arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not
have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can
be no assurance that such additional financing will be available to us on acceptable terms, or at all.
Off Balance Sheet Arrangements
As of September 30, 2012, there were no off
balance sheet arrangements.
Going Concern
We have limited working capital, have incurred
losses since inception, and have not yet received revenues from sales of products or services. These factors create substantial
doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary
if we are unable to continue as a going concern.
Our ability to continue as a going concern
is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable
operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement
and ongoing operations; however, there can be no assurance we will be successful in these efforts.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
A smaller reporting company is not required
to provide the information required by this Item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As required by Rule 13a-15 of the Securities
Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls
and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this
report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end
of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information
required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure
that such information is accumulated and communicated to our company's management, including our principal executive officer and
principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls
and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial
reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk
assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements
and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines.
Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.
We plan to take steps to enhance and improve
the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q,
we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement
the following changes during our fiscal year ending June 30, 2013, subject to obtaining additional financing: (i) appoint additional
qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written
policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon
our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such
funds, remediation efforts may be adversely affected in a material manner.
Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have
been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns
can occur because of simple error or mistake.
Changes in Internal Control over Financial
Reporting
There were no changes in our internal control over financial reporting
during the quarter ended September 30, 2012 that have materially affected or are reasonably likely to materially affect, our internal
control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any pending legal proceeding.
We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more
of our voting securities are adverse to us or have a material interest adverse to us.
Item 1A: Risk Factors
A smaller reporting company is not required
to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
During the year ended June 30, 2012 warrants
were exercised for 5,775,000 common shares of stock, for $20,000 in cash and notes receivable totaling $268,750, subscriptions
receivable were collected in the amount of $170,000.
During the year ended June 30, 2012, 100,000
shares of common stock were issued for issuance costs.
There are 80,125,000 shares issued and outstanding
as of September 30, 2012. There are 2,084,375 stock warrants remaining as of September 30, 2012.
Item 3. Defaults upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None
Item 6. Exhibits
Exhibit
Number
|
|
Description
of Exhibit
|
31.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101**
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 formatted in Extensible Business Reporting Language (XBRL).
|
**Provided herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
Vantage Health
|
|
|
Date:
|
November 14, 2012
|
|
|
|
/s/ Lisa Ramakrishnan
|
|
By:
|
Lisa Ramakrishnan
|
|
Title:
|
Chief Executive Officer
|
|
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