Current Report Filing (8-k)
29 April 2014 - 1:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 25, 2014
VANTAGE HEALTH
(Exact name of registrant as specified in
its charter)
Nevada |
|
000-55155 |
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93-0659770 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
401 Warren St. Suite 200
Redwood City, CA 94063
(Address of principal executive offices and
zip code)
Registrant’s telephone number, including
area code: (650) 503-3570
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 4- Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
On April 25, 2014, Silberstein Unger PLLC (the “Former Accountant”)
was dismissed as the Company’s accountant. The Company has engaged Malone Bailey LLP (“New Accountant”) as its
principal accountants effective April 25, 2014. The decision to change accountants was approved by the Company’s board of
directors.
The Former Accountant’s audit reports on the financial statements
of the Company for the fiscal years ended June 30, 2013 and 2012 contained no adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports on the financial
statements of the Company for the fiscal years ended June 30, 2013 and 2012 contained an uncertainty about the Company’s
ability to continue as a going concern.
During the fiscal years ended June 30, 2013 and 2012, and through
the interim period ended April 25, 2014, there were no “disagreements” (as such term is defined in Item 304 of Regulation
S-K) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to
make reference thereto in their reports on the financial statements for such periods.
During the fiscal years ended June 30, 2013 and 2012, and through
the interim period ended April 25, 2014, there were the following “reportable events” (as such term is defined in Item
304 of Regulation S-K). As disclosed in Part I, Item 4 of the Company’s Form 10-Q for the quarterly period ended June 30,
2013, the Company’s management determined that the Company’s internal controls over financial reporting were not effective
as of the end of such period due to the existence of material weaknesses related to the following:
(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 US GAAP and SEC guidelines.
These material weaknesses have not been remediated as of the date
of this Current Report on Form 8-K.
Other than as disclosed above, there were no reportable events during
the fiscal years ended June 30, 2013 and 2012, and through the interim period ended April 25, 2014. The Company’s Board of
Directors discussed the subject matter of each reportable event with the Former Accountant. The Company authorized the Former Accountant
to respond fully and without limitation to all requests of the New Accountant concerning all matters related to the audited period
by the Former Accountant, including with respect to the subject matter of each reportable event.
Prior to retaining the New Accountant, the Company did not consult
with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated
or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter
that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304
of Regulation S-K).
On April 25, 2014, the Company provided the Former Accountant with
its disclosures in the Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that
the Former Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or
not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form
8-K.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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.
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VANTAGE HEALTH |
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By: |
/s/ Jeremy Barbera |
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Name: |
Jeremy Barbera |
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Title: |
President and Chief Executive Officer |
Date: April 25, 2014 |
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