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, 2013

 

[  ]	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)

 

Nevada		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. [X] Yes [  ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [  ] 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). [  ] Yes [X] 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 as of September 30, 2013.

 

 

 

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	6
Item 4:	Controls and Procedures	6
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	7
Item 1A:	Risk Factors	7
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3:	Defaults Upon Senior Securities	7
Item 4:	Mine Safety Disclosures	7
Item 5:	Other Information	7
Item 6:	Exhibits	7

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:

 

F-1	Consolidated Balance Sheets as of September 30, 2013 and June 30, 2013;
F-2	Consolidated Statements of Operations for the three months ended September 30, 2013 and 2012 and period from April 21, 2010 (Inception) to September 30, 2013;
F-3	Consolidated Statements of Other Comprehensive Income (Loss) for the three months ended September 30, 2013 and 2012 and the period from April 21, 2010 (Inception) to September 30, 2013;
F-4	Consolidated Statements of Stockholders’ Deficit for the period from April 21, 2010 (Inception) to September 30, 2013;
F-5	Consolidated Statements of Cash Flows for the three months ended September 30, 2013 and 2012 and period from April 21, 2010 (Inception) to September 30, 2013;
F-6	Notes to Consolidated Financial Statements.

 

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, 2013 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, 2013 AND JUNE 30, 2013

 

		September 30, 2013				June 30, 2013
ASSETS
Current Assets
Cash and cash equivalents		$	4,017			$	89,089
Total Current Assets			4,017				89,089
Property and equipment, net			5,605				6,159
TOTAL ASSETS		$	9,622			$	95,248
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses		$	20,560			$	35,266
Shareholder loans			499,256				555,680
Total Liabilities			519,816				590,946
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			261,585				261,585
Non-controlling interest			(314,320	)			(305,775	)
Accumulated other comprehensive income (loss)			176,620				164,320
Deficit accumulated during the development stage			(714,204	)			(695,953	)
Total Stockholders’ Deficit			(510,194	)			(495,698	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	9,622			$	95,248

 

See accompanying notes to financial statements.

 

 

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO SEPTEMBER 30, 2013

 

		Three months ended September 30, 2013				Three months ended September 30, 2012				Period from April 21, 2010 (Inception) to September 30, 2013
REVENUES		$	0			$	19			$	34
OPERATING EXPENSES
Professional fees			7,236				31,468				201,234
Office expenses/salaries and wages			7,923				19,059				153,649
Officer/director compensation			0				0				28,151
Stock-based compensation			0				0				32,000
Consulting			5,057				4,035				300,463
Deposit impairment			0				0				50,000
Depreciation			425				514				3,266
Travel and entertainment			6,003				10,952				160,901
Bank fees			152				402				4,878
TOTAL OPERATING EXPENSES			26,796				66,430				934,542
LOSS FROM OPERATIONS			(26,796	)			(66,411	)			(934,508	)
OTHER INCOME (EXPENSE)
Interest income			0				0				19,163
Bad debt – interest			0				0				(19,094	)
TOTAL OTHER INCOME (EXPENSE)			0				0				69
LOSS BEFORE NON-CONTROLLING INTEREST			(26,796	)			(66,411	)			(934,439	)
LESS: LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST			8,545				32,078				314,320
LOSS BEFORE PROVISION FOR INCOME TAXES			(18,251	)			(34,333	)			(620,119	)
PROVISION FOR INCOME TAXES			0				0				0
NET LOSS CONTINUING OPERATIONS			(18,251	)			(34,333	)			(620,119	)
LOSS ON DISCONTINUED OPERATIONS			0				0				8,885
NET LOSS		$	(18,251	)		$	(34,333	)		$	(629,004	)
NET LOSS PER SHARE: BASIC AND DILUTED		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE COMMON SHARES OUTSANDING: BASIC AND DILUTED			80,125,000				80,125,000

 

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, 2013 AND 2012

FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO SEPTEMBER 30, 2013

 

		Three months ended September 30, 2013				Three months ended September 30, 2012				Period from April 21, 2010 (Inception) to September 30, 2013
Net Loss		$	(18,251	)		$	(34,333	)		$	(629,004	)
Foreign Currency Translation:
Change in cumulative translation adjustment			12,300				2,442				176,620
Income tax benefit (expense)			0				0				0
Total		$	12,300			$	2,442			$	176,620

 

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, 2013

 

		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	)
Write-off of stock subscription receivable			-				-				(118,750	)			118,750				-				-				-				0
Net loss for the period ended June 30, 2013			-				-				-				-				(83,159	)			96,879				(137,465	)			(123,745	)
Balance, June 30, 2013			80,125,000			$	80,125			$	261,585			$	0			$	(305,775	)		$	164,320			$	(695,953	)		$	(495,698	)
Net loss September 30, 2013			-				-				-				-				(8,545	)			12,300				(18,251	)			(14,496	)
			80,125,000			$	80,125			$	261,585			$	0			$	(314,320	)		$	176,620			$	(714,204	)		$	(510,194	)

 

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, 2013 AND 2012

FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO JUNE 30, 2013

 

		Three months ended September 30, 2013				Three months ended September 30, 2012				Period from April 21, 2010 (Inception) to September 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period		$	(18,251	)		$	(34,333	)		$	(629,004	)
Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities:
Stock-based compensation			0				0				32,000
Deposit impairment			0				0				50,000
Depreciation			425				514				3,266
Loss attributable to non-controlling interest			(8,545	)			(32,078	)			(314,320	)
Bad debt expense			0				0				19,094
Changes in assets and liabilities:
(Increase) in interest receivable			0				0				(19,094	)
Increase (decrease) in accounts payable and accrued expenses			(14,706	)			(17,215	)			20,560
Net Cash Used by Operating Activities			(41,077	)			(83,112	)			(796,421	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisition of assets			0				36				(10,318	)
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			0				36				(63,961	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock			0				0				89,710
Proceeds from exercise of stock warrants			0				0				170,000
Proceeds from notes payable – related parties			3,576				0				632,517
Payments on notes payable – related parties			(60,000	)			(3,402	)			(163,500	)
Net Cash Provided by (Used by) Financing Activities			(56,424	)			(3,402	)			728,727
Effect of exchange rate changes on cash			12,429				2,442				176,749
NET INCREASE (DECREASE) IN CASH			(85,072	)			(84,036	)			4,017
Cash, beginning of period			89,089				300,687				0
Cash, end of period		$	4,017			$	216,651			$	4,017
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			$	0			$	118,750
Stock issued for equity issuance costs		$	0			$	0			$	5,000
Write-off of stock subscription receivable		$	0			$	0			$	(118,750	)

 

See accompanying notes to financial statements.

 

 

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 

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 Ingredient (“APIs”) manufacturing plant alongside a formulation and packaging plant in South Africa to meet the growing market need for generic medicines in South Africa and the neighboring African countries. The company intends to build an Active Pharmaceutical Ingredient (API) manufacturing plant in South Africa in order to supply the growing demand in the fight against HIV/AIDS and chronic disease in Africa.

 

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 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”). In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. 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 subsidiary. 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, 2013 and June 30, 2013, the Company had $4,017 and $89,089 of cash, respectively.

 

Property and Equipment

 

Property and equipment are recorded at cost and are depreciated, when placed in service, using 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, interest receivable, 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.

 

Revenue Recognition

 

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

 

 

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 

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.

 

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, 2013.

 

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. 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 ASC 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

 

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.

 

 

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 

NOTE 2 – PROPERTY AND EQUIPMENT

 

Major classes of property and equipment consist of the following as of September 30, 2013 and June 30, 2013:

 

		September 30, 2013				June 30, 2013
Vehicles		$	10,318			$	10,318
Less adjustment for currency translation			(1,447	)			(1,318	)
Less accumulated depreciation			(3,266	)			(2,841	)
Property and equipment, net		$	5,605			$	6,159

 

During the period ended September 30, 2013 and June 30, 2013, the Company recorded no provisions for the impairment of assets. Depreciation expense was $425 and $1,928 for the periods ended September 30, 2013 and June 30, 2013, respectively.

 

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. Presently, the Company is in default on the loans as it has neither paid the note nor negotiated an extension of the note.

 

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 year ended June 30, 2013, the Company received loans totaling $16,725 from a shareholder and repaid $100,000 of the outstanding shareholder loans.

 

The total amount due to the shareholders was $499,256 and $555,680 as of September 30, 2013 and June 30, 2013, 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.

 

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.

 

 

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 

NOTE 4 – COMMON STOCK (CONTINUED)

 

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.

 

At June 30, 2013, it was determined that the outstanding stock subscription receivable was uncollectable and the amount was written off. The Company plans to pursue the balance through all possible means however chances of collectability are unknown.

 

There were 80,125,000 shares issued and outstanding as of September 30, 2013 and June 30, 2013.

 

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 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 ASC 815-40. 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 June 30, 2013. The remaining warrants will expire on January 28, 2014.

 

Key assumptions used by the Company are summarized as follows at the original grant date and the date of revision:

 

		Modification				Original
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, 2013

 

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 Health 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 Health 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, with 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

 

Other than a vehicle, 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 negative 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, 2013

 

NOTE 10 – INCOME TAXES

 

For the three months ended September 30, 2013, Vantage Health has incurred a net loss before minority interest of approximately $26,800 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 from continuing operations is approximately $934,000 at September 30, 2013, and will expire beginning in the year 2030.

 

The provision for Federal income tax consists of the following for the three month period ended September 30, 2013 and the year ended June 30, 2013:

 

		September 30, 2013				June 30, 2013
Federal income tax benefit attributable to:
Current operations		$	9,112			$	75,012
Less: valuation allowance			(9,112	)			(75,012	)
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 as of September 30, 2013 and June 30, 2013:

 

		September 30, 2013				June 30, 2013
Deferred tax asset attributable to:
Net operating loss carryover		$	317,560			$	308,598
Valuation allowance			(317,560	)			(308,598	)
Net deferred tax asset		$	0			$	0

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $934,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

 

NOTE 11 – SUBSEQUENT EVENTS

 

On October 5^th, 2013, Bayview Terrace Limited, the majority shareholder of Vantage Health entered into negotiations with an unrelated party in the healthcare field, the purpose of which would cause a change of control within Vantage Health. No binding document has been entered into as of this time, however negotiations are expected to result in a binding agreement in the near term.

 

On October 9, 2013, Vantage Health executed an Agreement of Conveyance, Transfer and Assignment of Subsidiary and Assumption of Obligations for the sale of the Company’s 51% interest in Moxisign (PTY) Ltd with Lisa Ramakrishnan, an officer, director and shareholder of the Company. Pursuant to the terms of the Agreement, Ms. Ramakrishnan agreed to assume all of the debts and liabilities of Moxisign, totaling approximately $590,946. The assets of Moxisign are valued at approximately $95,248. As a result of this transaction, Vantage Health is no longer in the business of becoming a pharmaceutical distributor with the specific intention of bidding on South African government health care contracts and tenders. This line of business was sold under the Agreement. Vantage Health is currently evaluating alternative business opportunities.

 

 

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 

NOTE 11 – SUBSEQUENT EVENTS (CONTINUED)

 

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2013 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described 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.

 

Overview

 

We were incorporated in the State of Nevada on April 21, 2010. We were a development stage company with a business plan of becoming a pharmaceutical manufacturer with the specific intention of bidding on South African government health care contracts and tenders.

 

In order to pursue our business plan, we would need to obtain additional funding in the form of equity financing from the sale of our common stock or loans. Since our inception, we have worked vigorously to find opportunities in the United States to obtain financing to implement our business plan. Our sole purpose in going public and submitting our stock for quotation on the OTCQB was the hope of accessing the American financial markets. Unfortunately and despite our best efforts, we have not been able to identify sources of financing and do not have any arrangements in place for any future financing.

 

We believe that one of the major obstacles in obtaining financing in the American financial markets is our presence in South Africa. We operated our business through our majority-owned South African subsidiary, Moxisign (PTY) Ltd (“Moxisign”). Because Moxisign is based in South Africa, we are subject to the financial restrictions and control of the government of South Africa and the South African Reserve Bank. While the South African government has relaxed exchange controls in recent years, it is difficult to predict whether or how it will further relax or abolish exchange control measures in the future. We believe these exchange control restrictions have hindered our financial and strategic flexibility, particularly our ability to access the American financial markets to finance our planned South African operations.

 

Because of the difficulties in raising additional funding, we have been presented with the difficult task of re-evaluating our business plan to determine whether it continues to be commercially viable. As a result of our lack of progress so far, the uncertainty regarding the source of our required additional funding and the relatively risky overall nature of our enterprise, management has been evaluating alternative business opportunities.

 

On October 9, 2013, we executed an Agreement of Conveyance, Transfer and Assignment of Subsidiary and Assumption of Obligations (“Agreement”) for the sale of our 51% interest in Moxisign with Lisa Ramakrishnan, an officer, director and shareholder of our company. Pursuant to the terms of the Agreement, Ms. Ramakrishnan agreed to assume all of the debts and liabilities of Moxisign, totaling approximately $590,946 at our year end. The assets of Moxisign are valued at approximately $95,248, also at year end.

 

As a result of this transaction, we are no longer in the business of becoming a pharmaceutical distributor with the specific intention of bidding on South African government health care contracts and tenders. This line of business was sold under the Agreement. We are currently evaluating alternative business opportunities.

 

 

Results of operations for the three months ended September 30, 2013 and 2012 and for the period from April 21, 2010 (date of inception) through September 30, 2013

 

We have earned only nominal revenues from our inception to September 30, 2013. We do not expect to generate revenues until we are able to locate and implement a viable business opportunity.

 

Our operating expenses for the three months ended September 30, 2013 were $26,796, compared with operating expenses of $66,430 for the three months ended September 30, 2012. Our operating expenses for the three months ended September 30, 2013 mainly consisted of professional fees of $7,236, office expenses, salaries and wages of $7,923, travel and entertainment of $6,003 and consulting expenses of $5,057. Our operating expenses for the three months ended September 30, 2012 mainly consisted of professional fees of $31,468, office expenses, salaries and wages of $19,059, travel and entertainment of $10,952 and consulting expenses of $4,035.

 

Our operation expenses from inception to September 30, 2013 amounted to $934,542.

 

We incurred a net loss of $18,251 for the three months ended September 30, 2013, compared with a net loss of $34,333 for the three months ended September 30, 2012. We had a cumulative net loss of $629,004 for the period from April 21, 2010 (inception) to September 30, 2013.

 

We have not attained profitable operations and are dependent upon locating, financing and implementing a viable business opportunity to stay in business. For these reasons, there is substantial doubt that we will be able to continue as a going concern.

 

Liquidity and Capital Resources

 

As of September 30, 2013, we had total current assets of $4,017, consisting of cash. We had current liabilities of $519,816 as of September 30, 2013. Accordingly, we had a working capital deficit of $515,799 as of June 30, 2013.

 

Operating activities used $41,077 in cash for the three months ended September 30, 2013, as compared with $83,112 for the three months ended September 30, 2012. Our negative operating cash flow for both periods was mainly a result of our net loss along with our loss attributable to non-controlling interests.

 

Investing activities used $0 in cash for the three months ended September 30, 2013, as compared with $36 for the three months ended September 30, 2012 as a result of cash paid for the acquisition of assets.

 

Financing activities for the three months ended September 30, 2013 used $56,424 in cash, as compared with cash flows used by financing activities of $3,402 for the three months ended September 30, 2012. Our negative cash flow for the three months ended September 30, 2013 and 2012 was mainly the result of payments made on related party notes.

 

Our success 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, 2013, there were no off balance sheet arrangements.

 

 

Going Concern

 

We have negative working capital, have incurred losses since inception, and have not yet received material 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, 2014, 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, 2013 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

 

None

 

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, 2013 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: October 30, 2013
By:	/s/ Lisa Ramakrishnan
Name:	Lisa Ramakrishnan
Title:	Chief Executive Officer