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 December 31, 2014

 

[  ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from __________ to __________

 

Commission File Number: 000-55155

 

Vantage mHealthcare, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   93-0659770
(State or other jurisdiction of   (IRS Employer
incorporation or organization)   Identification No.)

 

3 Columbus Circle, 15th Floor

New York, NY 10019

(Address of principal executive offices)

 

(917) 745-7202

(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: 205,389,437 as of January 23, 2015

 

 

 

 
 

 

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   8
Item 4: Controls and Procedures   8
 
PART II – OTHER INFORMATION
 
Item 1: Legal Proceedings   9
Item 1A: Risk Factors   9
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds   9
Item 3: Defaults Upon Senior Securities   9
Item 4: Mine Safety Disclosures   9
Item 5: Other Information   9
Item 6: Exhibits   9

 

2
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

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

 

F-1 Consolidated Balance Sheets as of December 31, 2014 and June 30, 2014 (unaudited);
F-2 Consolidated Statements of Operations for the three and six months ended December 31, 2014 and 2013 (unaudited);
F-3 Consolidated Statements of Cash Flows for the six months ended December 31, 2014 and 2013 (unaudited); and
F-4 Notes to the unaudited 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 December 31, 2014 are not necessarily indicative of the results that can be expected for the full year.

 

3
 

 

VANTAGE mHEALTHCARE, INC.

CONSOLIDATED BALANCE SHEETS

UNAUDITED

 

   December 31, 2014   June 30, 2014 
ASSETS          
Current assets          
Cash and cach equivalents  $100,261   $235,073 
Prepaid expenses   19,780    143,259 
Total current assets   120,041    378,332 
           
Fixed Assets   11,528    - 
Securities-available for sale   200    20,000 
           
Total assets   131,769    398,332 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities          
Accounts payable and accrued liabilities  $101,819   $114,486 
Convertible notes payable, net   192,933    71,875 
Due to related parties   461,684    - 
Derivative liabilities   357,039    659,934 
Total current liabilities   1,113,475    846,295 
           
Convertible debt, net   304,345    221,544 
           
Total liabilities   1,417,820    1,067,839 
           
Stockholders’ deficit          
Common stock; $0.001 par value; 250,000,000 shares authorized; 201,612,522 and 189,423,721 shares issued and outstanding as of December 31, 2014 and June 30, 2014, respectively   201,613    189,424 
Additional paid-in capital   8,369,070    7,747,925 
Accumulated deficit   (9,856,734)   (8,606,856)
Total stockholders’ deficit   (1,286,051)   (669,507)
           
Total liabilities and stockholders’ deficit  $131,769   $398,332 

 

The accompanying notes are an integral part of these unaudited financial statements

 

F-1
 

 

VANTAGE mHEALTHCARE, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

 

   Three Months Ended   Six Months Ended 
   December 31, 2014   December 31, 2013   December 31, 2014   December 31, 2013 
                 
Revenues  $-   $-   $-   $- 
                     
Cost of revenues   -    -    -    - 
                     
Gross profit   -    -    -    - 
                     
Operating expenses                    
Professional fees   57,320    2,500    194,840    6,219 
General and administrative expenses   159,737    1,296    321,845    1,927 
Officer and director compensation   15,937    -    42,118    - 
Consulting   294,116    -    580,701    5,000 
Royalty expenses   25,000    -    100,000    - 
Total operating expenses   552,110    47,342    1,239,504    56,692 
                     
Loss from operations   (552,110)   (47,342)   (1,239,504)   (56,692)
                     
Other expense                    
Interest income (expense)   (238,496)   -    (246,449)   - 
Gain (loss) on derivative   88,362    -    255,875    - 
Unrealized loss on investment   (5,800)   -    (19,800)   - 
Total other income   (155,934)   -    (10,374)   - 
                     
Net loss from continuing operations  $(708,044)  $(47,342)  $(1,249,878)  $(56,692)
Loss from discontinued operations  $-   $(269,011)  $-   $(277,912)
Net loss  $(708,044)  $(316,353)  $(1,249,878)  $(334,604)
                     
Net loss per common share from continuing operations: basic and diluted  $(0.00)  $(0.00)  $(0.01)  $(0.00)
Net loss per common share from discontinued operations basic and diluted  $-   $(0.00)  $-   $(0.00)
Net loss per common share: basic and diluted  $(0.00)  $(0.00)  $(0.01)  $(0.00)
                     
Basic weighted average common shares outstanding   195,497,415    117,122,826    192,985,925    98,623,913 

 

The accompanying notes are an integral part of these unaudited financial statements

 

F-2
 

 

VANTAGE mHEALTHCARE, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

 

   Six Months Ending 
   December 31, 2014   December 31, 2013 
Cash Flows from Operating Activities          
Net loss  $(1,249,878)  $(56,692)
Adjustments to reconcile net loss to net used in operating activities:          
Unrealized loss on investment   19,800    - 
Amortization of debt discount   12,461    - 
Amortization of derivative debt discount   219,968    - 
Gain on derivative liability   (255,875)   - 
Shares issued for services   21,077      
Warrants issued for services   58,000    43,546 
Depreciation   621    - 
Changes in assets and liabilities          
(Increase) decrease in prepaid expense   145,979    - 
Increase (decrease) in accounts payable   (6,500)   2,500 
Net cash used in operating activities   (1,034,347)   (10,646)
           
Cash Flows from investing          
Purchase of fixed assets   (12,149)   - 
Net cash used in investing activities   (12,149)   - 
           
Cash Flows from Financing Activities          
Contributed capital   -    301,296 
Proceeds from related party debt   587,139    - 
Payments on related party debt   (125,455)   - 
Proceeds from convertible notes payable   450,000    - 
Net cash provided by financing activities   911,684    301,296 
           
CASH FLOWS FROM DISCONTINUED OPERATIONS:          
Cash flows from operating activities of discontinued operations   -    (8,902)
Cash flows from investing activities of discontinued operations   -    - 
Cash flows from financing activities of discontinued operations   -    18,252 
Net Cash provided by Discontinued Operations   -    9,350 
           
Net increase (decrease) in cash   (134,812)   300,000 
           
Cash, beginning of period   235,073    - 
           
Cash, end of period  $100,261   $300,000 
           
Supplemental disclosure of cash flow information          
Cash paid for interest  $-   $- 
Cash paid for tax  $-   $- 
           
Non-Cash investing and financing transactions          
Shares issued for intangible assets  $2,586   $- 
Common stock issued to settle debt  $213,818   $- 
Reclass of derivative to APIC for converted debt  $340,439   $- 
Recognition of derivative debt discount  $293,419   $- 
Deemed dividend related to acquisition/disposition of subsidiary  $-   $317,693 
Stock issued for discontinued operations  $-   $269,010 
Common stock warrants issued for deferred stock-based compensation  $-   $3,494,453 

 

The accompanying notes are an integral part of these unaudited financial statements

 

F-3
 

 

VANTAGE mHEALTHCARE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

NOTE 1 – BASIS OF PRESENTATION AND GOING CONCERN

 

Basis of Presentation

 

The accompanying unaudited interim financial statements of the Company 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, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

 

Going concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $(9,856,734) and requires capital for its contemplated operational and marketing activities to take place. 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. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Fair Value of Financial Instruments

 

The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items.

 

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

The three levels of the fair value hierarchy are described below:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

F-4
 

 

VANTAGE mHEALTHCARE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

Financial assets and liabilities measured at fair value on a recurring basis are summarized below for December 31, 2014:

 

   Level 1   Level 2   Level 3   Total 
Assets                    
Securities -available for sale  $200   $   $   $200 
Liabilities                    
Derivative Financial Instruments  $   $   $357,039   $357,039 

 

Financial assets and liabilities measured at fair value on a recurring basis are summarized below for June 30, 2014:

 

      Level 1       Level 2       Level 3       Total  
Assets                                
Securities -available for sale   $ 20,000     $     $     $ 20,000  
Liabilities                                
Derivative Financial Instruments   $     $     $ 659,934     $ 659,934  

 

Investment Securities

 

The Company has elected to account for its investments in securities at fair value under the fair value option provisions of FASB ASC 825, Financial Instruments (“FASB ASC 825”). The primary reason for electing the fair value option when it first became available in 2008, was to reduce the burden of monitoring the differences between the cost and the fair value of the Company’s investments, previously classified as available for sale securities, including the assessment as to whether the declines are temporary in nature and to further remove an element of management judgment. In addition, the election was made for certain investments that were previously required to be accounted for under the equity method because their fair value measurements were readily obtainable.

 

Such financial assets accounted for at fair value include in general, securities that would otherwise qualify for available for sale treatment.

 

The changes in fair value (realized and unrealized gains and losses) of these instruments for which the Company has elected the fair value option are recorded in principal transactions and other income in the consolidated statements of operations. All of the investments for which the Company has elected the fair value option are included as a component of securities available for sale, at fair value in the consolidated balance sheets. The Company recognized net gains (losses) of $(19,800) and $0 related to changes in fair value of investments that are included as a component of other investments, at fair value during the six months ended December 31, 2014 and 2013, respectively.

 

NOTE 3 – PREPAID EXPENSES

 

The Company has prepaid interest of 22,500 on short-term loans. As of December 31, 2014, the balance that remains capitalized as prepaid expenses is $19,780.

 

NOTE 4 – SECURITIES AVAILABLE FOR SALE

 

On January 16, 2014, the Company acquired 2,000,000 restricted common shares of a publicly traded company. The investment was acquired at market value of $0.03 per share, and is held for future trade. The value of the investment will be adjusted quarterly to reflect the change in market value of the holding. The investment does not represent a controlling interest in the publicly traded company. The company has elected the fair value option under ASC 825 allowing gains and losses to be recorded in earnings each period. From receipt of the shares on January 16, 2014 through December 31, 2014 the securities were reduced in value from $60,000 to $200 due to a change in the publicly traded company’s stock price. These securities are measured under level 1 of ASC 820.

 

The Company reported an unrealized loss on investment of $5,800 and $19,800 during the three and six months ending December 31, 2014, respectively.

 

F-5
 

 

VANTAGE mHEALTHCARE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

During the six months ended December 31, 2014, the Company received cash advances from its majority shareholder in the amount of $587,139, of which $125,455 were repaid during the same period. As of December 31, 2014, there was a balance due to the shareholder of $461,684. All amounts advanced to the Company are unsecured, non-interest bearing and due upon demand.

 

NOTE 6 – CONVERTIBLE NOTE PAYABLE

 

On April 17, 2014, the Company issued a convertible promissory note in the amount of $71,875. The note is due on April 16, 2015 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date.

 

On October 14, 2014, the date the note became convertible, the Company recorded a debt discount in the amount of $71,875 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $98,735 and an initial loss of $26,860 based on the Black Scholes Merton pricing model.

 

As of December 31, 2014, $71,875 of the debt discount has been amortized. The fair value of the derivative liability at the date of conversion was $90,476.

 

In accordance with the terms of the Note, the holder fully converted the Note during the quarter for 3,683,532 shares of common stock valued at $71,875.

 

On October 1, 2014, the Company issued a short-term convertible promissory note in the amount of $70,000 for $50,000 cash, an original issue discount of $12,500, and prepaid interest of $7,500. The note is due on March 30, 2015 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. As of December 31, 2014, the note has not become convertible. During the quarter ended December 31, 2014, $6,319 of the debt discount has been amortized and the Note is shown net of an unamortized debt discount of $6,181.

 

The Company elected to prepay the entire term’s interest of $7,500 and this payment was capitalized as a prepaid asset and has been amortized over the term of the note, the interest expense related to this loan was $3,833 for the quarter ending December 31, 2014. As of December 31, 2014 the remaining prepaid interest balance was $3,667.

 

On November 17, 2014, the Company issued a short-term convertible promissory note in the amount of $70,000. The note is due on November 14, 2015 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. As of December 31, 2014, the note has not become convertible. During the quarter ended December 31, 2014 $1,519 of the debt discount has been amortized. The Note is shown net of an unamortized debt discount of $10,981 at December 31, 2014.

 

F-6
 

 

VANTAGE mHEALTHCARE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

During the quarter ended December 31, 2014, The Company elected to prepay the entire term’s interest of $7,500 and this payment was capitalized as a prepaid asset and has been amortized over the term of the note, the interest expense related to this loan was $912 for the quarter ending December 31, 2014. As of December 31, 2014 the remaining prepaid interest balance was $6,588.

 

On December 23, 2014, the Company issued a short-term convertible promissory note in the amount of $70,000. The note is due on December 18, 2015 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. As of December 31, 2014, the note has not become convertible. During the quarter ended December 31, 2014, $278 of the debt discount has been amortized. The Note is shown net of an unamortized debt discount of $12,222 at December 31, 2014.

 

The Company elected to prepay the entire term’s interest of $7,500 and this payment was capitalized as a prepaid asset and has been amortized over the term of the note, the interest expense related to this loan was $167 for the quarter ending December 31, 2014. As of December 31, 2014 the remaining prepaid interest balance was $7,333.

 

On April 18, 2014, the Company issued a convertible promissory note in which the Company will be taking tranche payments on pre-defined dates, the total of these payments cannot exceed $650,000. There is an original discount component of 10% per tranche and an additional expense fee of $5,000. Therefore, the funds available to the Company will be $650,000 and the liability (net of interest) will be $750,000 when all disbursements have been received by the Company. Each tranche is accounted for separately with each principal and OID balance becoming due 18 months after receipt. Each tranche bears interest at 8% per annum. The loan is secured by shares of the Company’s common stock. Each portion of the loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date. During the period ended June 30, 2014, the Company has received three tranche disbursements of $100,000 on April 21, 2014; $50,000 on May 6, 2014; and $50,000 on June 11, 2014.

 

During the period ended December 31, 2014, the Company received five additional tranche disbursements of $50,000 on July 15, 2014, $100,000 on September 30, 2014, $50,000 on November 3, 2014, $50,000 on December 1, 2014, and $50,000 on December 29, 2014.

 

F-7
 

 

VANTAGE mHEALTHCARE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

The following details the disbursements as of December 31, 2014:

 

Tranche Date  Principal with OID   Accrued Interest   Converted to Stock   Balance -
December 31, 2014
 
                 
April 21, 2014  $110,776   $6,167   $116,943    - 
May 6, 2014   55,384    2,901   $25,000    30,384 
June 11, 2014   55,384    2,464    None    55,384 
July 16, 2014   55,384    2,039    None    55,384 
September 30, 2014   110,768    2,234    None    110,768 
November 3, 2014   55,384    704    None    55,384 
December 1, 2014   55,384    364    None    55,384 
December 29, 2014   55,384    24    None    55,384 
Unamortized Original Issue Discount   -27,960    -         -27,960 
   $525,888   $16,898         390,112 

 

During the three and six months ended December 31, 2014, $4,333 of the debt discount related to the outstanding trances was amortized. The Note is shown net of an unamortized debt discount of $27,960

 

The Company analyzed the conversion options embedded in the Convertible Promissory Notes for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that three trances received on April 21, 2014, May 6, 2014, and June 11, 2014 were convertible during the quarter ended December 31, 2014, and as such fall under ASC 815.

 

In accordance with the terms of the Note, the holder fully converted the trance issued on April 21, 2014 during the quarter ended December 31, 2014 for 3,711,972 shares of common stock for principal and accrued interest of $116,943. The Company recorded a debt discount in the amount of $110,776 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $192,038 and an initial loss of $81,262 based on the Black Scholes Merton pricing model.

 

As of December 31, 2014, $110,776 of the debt discount has been amortized. The fair value of the derivative liability at the date of conversion was $209,614.

 

On October 21, 2014, the Note issued on May 6, 2014 became convertible at the option of the holder. On this date, the Company recorded a debt discount in the amount of $55,384 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $95,215 and an initial loss of $39,831 based on the Black Scholes Merton pricing model.

 

In accordance with the terms of the Note, the holder partially converted the trance during the quarter for 1,666,667 shares of common stock for principal of $25,000.

 

As of December 31, 2014, $33,855 of the debt discount has been amortized. The fair value of the derivative liability at December, 31 2014 is $56,698. The Note is shown net of a debt discount of $21,529 at December 31, 2014.

 

On December 8, 2014, the Note issued on June 11, 2014 became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $55,384 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $90,687 and initial loss of $35,294 based on the Black Scholes Merton pricing model.

 

F-8
 

 

VANTAGE mHEALTHCARE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

As of December 31, 2014, $3,462 of the debt discount has been amortized. The fair value of the derivative liability at December, 31 2014 is $99,452. The Note is shown net of a debt discount of $51,922 at December 31, 2014.

 

The ending derivative liability related to all of the convertible notes as of December 31, 2014 was $156,150 and during the nine month ended December 31, 2014, the Company recorded a loss in the change in fair value due to derivative note liability of $203,170.

 

Derivative liability for these notes were valued under the Black-Scholes model, with the following assumptions:

 

Fair value assumptions – derivative notes:  December 31, 2014 
     
Risk free interest rate   0.05-0.23%
Expected term (years)   0.4-1.01 
Expected volatility   198-253%
Expected dividends   0%

 

None of the other convertible notes amounting to $542,304 are a derivative as the above referenced convertible notes are not convertible as of December 31, 2014 as they have not reach 180 days from the date of issuance. The total amount of debt converted during the nine months ended December 31, 2014 was $213,818 for 9,062,167 share of common stock.

 

NOTE 7 – COMMON STOCK

 

On August 25, 2014, the Company issued 2,586,206 common shares for the conversion of the Parent Company common shares of stock when a Parent Company shareholder exercised their stock warrant and converted their holdings into Vantage Health common stock in a cashless transaction. The fair value of the common shares is $291,983. The fair value of the common shares is considered to be the excess value from the carry over cost basis of $0 and is recorded as a pass through to additional paid in capital.

 

During the six months ended December 31, 2014, the Company issued 3,683,532 shares of common stock with a fair value of $71,875 for the conversion of a $71,875 note payable. The note also had an associated derivative liability with a fair value on the date of conversion of $90,476. The conversion of the derivative liability has been recorded through additional paid-in capital.

 

During the six months ended December 31, 2014, the Company issued 3,711,969 shares of common stock with a fair value of $116,943 for the conversion of a $116,943 note payable. The note also had an associated derivative liability with a fair value on the date of conversion of $209,614. The conversion of the derivative liability has been recorded through additional paid-in capital.

 

During the six months ended December 31, 2014, the Company issued 1,666,666 shares of common stock with a fair value of $25,000 for the partial conversion of a note payable issued on May 6, 2014 The note also had an associated derivative liability with a fair value on the date of conversion of $40,350. The conversion of the derivative liability has been recorded through additional paid-in capital.

 

During the six months ended December 31, 2014, the Company issued 540,428 shares of common stock for services with a fair value of $21,077.

 

NOTE 8 – STOCK WARRANTS

 

On July 15, 2014 the Company granted stock warrants for 291,494 shares of common stock in association with a long-term loan at no cost to the lender. These warrants have an expiration date of July 15, 2019, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.24/share, the exercise price is $0.0143/share, the value of the issuance is $69,956.

 

F-9
 

 

VANTAGE mHEALTHCARE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

On October 1, 2014 the Company granted stock warrants for 320,122 shares of common stock in association with a short-term loan at no cost to the lender. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.164/share, the exercise price is $0.123/share, the value of the issuance is $52,498.

 

On November 17, 2014 the Company granted stock warrants for 807,692 shares of common stock in association with a long-term loan at no cost to the lender. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.065/share, the exercise price is $0.049/share, the value of the issuance is $52,498.

 

On December 23, 2014 the Company granted stock warrants for 1,158,940 shares of common stock in association with a long-term loan at no cost to the lender. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.045/share, the exercise price is $0.034/share, the value of the issuance is $52,152.

 

The warrants have anti-dilution provisions, including a provision for adjustments to the exercise price and to the number of warrant shares purchasable if we issue or sell common shares at a price less than the then current exercise price. We determined that the warrants were not afforded equity classification because the warrants are not considered to be indexed to our own stock due to the anti-dilution provision. Accordingly, the warrants are treated as a derivative liability and are carried at fair value. We estimate the fair value of these derivative warrants at each balance sheet date and the changes in fair value are recognized in earnings in the statement of operations under the caption “change in fair value of derivative warrant liability” until such time as the derivative warrants are exercised or expire.

 

We estimate the fair value of our derivative warrants on the date of issuance and each subsequent balance sheet date using the Black-Scholes option pricing model, which includes assumptions for expected dividends, expected share price volatility, risk-free interest rate, and expected life of the warrants. Currently, we believe that the potential impact to the fair value of our derivative warrants attributable to the anti-dilution provision is insignificant and we will consider using a lattice model for purposes of valuation if and when the fair value of the anti-dilution provision becomes significant. Our expected volatility assumption is based on our historical weekly closing price of our stock over a period equivalent to the expected remaining life of the derivative warrants.

 

The derivative liability related to the warrant as of June 30, 2014 was $659,934 and the Company recorded a loss in the change in fair value due to derivative warrant liability of $(418,930) during the 12 months ended June 30, 2014.

 

The derivative liability related to the warrants as of December 31, 2014 was $200,889 and the Company recorded a gain in the change in fair value due to derivative warrant liability of $459,045.

 

Over the life of the derivative liability the Company has recorded a net gain in the change in fair value due to derivative warrant liability of $40,115.

 

Fair value assumptions – derivative warrants:  Grant Date 
     
Risk free interest rate   1.59%-1.76 % 
Expected term (years)   5 
Expected volatility   362%
Expected dividends   0%

 

F-10
 

 

VANTAGE mHEALTHCARE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

Fair value assumptions – derivative warrants:  December 31, 2014 
     
Risk free interest rate   1.65%
Expected term (years)   5 
Expected volatility   362%
Expected dividends   0%

 

On July 1, 2014 the Company granted stock warrants for 200,0000 shares of common stock for services. These warrants had an expiration date of July 1, 2019, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.29/share, the exercise price is $0.12495/share, the value of the issuance is $58,000.

 

NOTE 9 – COMMITMENTS

 

On January 1, 2014, the Company entered into a Sub-License Agreement affiliated with the National Aeronautics and Space Administration (“NASA”) pursuant to which the Company was granted a royalty-bearing, non-transferable license to certain inventions and patent rights owned by NASA relating to chemical sensing nanotechnology, for use within the United States and its territories. The License is effective as of December 31, 2013 and subject to an initial five year term, during which the License will be exclusive to the Company. Following the initial five-year term, the License shall automatically convert to a non-exclusive license. The License may be terminated by NASA following a 30 day cure period, among other reasons, upon a breach of the License Agreement or upon its determination that the Company has failed to adequately develop or commercialize the licensed patents. Specific milestones and commercialization requirements are set forth in the License Agreement. NASA provides no warranties under the License Agreement and assumes no responsibility for our use, sale or other disposition of the licensed technology. We agree to indemnify NASA against all liabilities arising from such use, sale or other disposition. We must pay certain royalties in connection with the License as set forth in the License Agreement. Royalties owed for 2014 have been paid in advance by a related party and will not be charged to Vantage Health, with the next Vantage Health payment due in 2015.

 

During the year ended June 30, 2014 The Company expensed $1,184,251 under this agreement of which $854,251 was paid directly to the Parent Company who in turned paid NASA for fees under this agreement.

 

In relation to a sub-licensing agreement with NASA, a shareholder has paid royalty fees applicable to 2014 on behalf of the Company. The $100,000 payment was an additional investment in the Company and is not required to be repaid. During the quarter ending December 31, 2014 $100,000 of the royalties were recognized as an expense.

 

NOTE 10 – SUBSEQUENT EVENTS

 

April 18, 2014, we issued a convertible promissory note in which we have taken tranche payments on pre-defined dates. Each portion of the loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of our common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date. On October 21, 2014 we took our third tranche payment of totaling $55,384 of which $25,000 was converted during the three months ended December 31, 2014. On January 5, 2015 the note holder exercised their conversion rights and fully converted the balance of the  tranche note into 3,276,915 shares of common stock.

 

On January 14, 2015, the Company issued 500,000 shares of common stock valued $16,600  for consulting services.

 

F-11
 

 

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 initially in the business of becoming a pharmaceutical manufacturer with the specific intention of bidding on South African government health care contracts and tenders. We abandoned that business plan when, on November 7, 2013, Nanobeak, LLC, a Delaware limited liability company (formerly Nanobeak, Inc., a California corporation) (“Nanobeak”) acquired a majority interest in our company through the stock purchase of a controlling interest in our company from Bayview Terrace Limited.

 

Since the change of control, we have implanted a new business plan. On January 1, 2014, Nanobeak entered into a License Agreement (the “License Agreement”) with the National Aeronautics and Space Administration (“NASA”) pursuant to which Nanobeak was granted a royalty-bearing, non-transferable license (the “License”) to certain inventions and patent rights owned by NASA relating to chemical sensing nanotechnology, for use within the United States and its territories.

 

The License is effective as of December 31, 2013 and subject to an initial five year term, during which the License will be exclusive to Nanobeak. Following the initial five-year term, the License shall automatically convert to a non-exclusive license. Under the License, Nanobeak is required to develop and commercialize the licensed patents. NASA provided no warranties under the License Agreement and assumed no responsibility for our use, sale or other disposition of the licensed technology. Nanobeak has agreed to indemnify NASA against all liabilities arising from such use, sale or other disposition.

 

Pursuant to Section 3.1.1 of the License Agreement, Nanobeak is permitted to sublicense its rights under the License Agreement to subcontractors. Effective as of February 20, 2014, Nanobeak has sublicensed such rights to us as set forth in a Sublicense Agreement.

 

The Sublicense Agreement grants patent rights to us on the same terms as such rights have been granted to Nanobeak under the License Agreement; provided, however, that the field of use for the patent rights granted to us is limited to disease detection.

 

We must pay to Nanobeak certain royalties in connection with the Sublicense Agreement, which royalties are equivalent to those owed by Nanobeak to NASA pursuant to the License Agreement. We must further comply with other obligations of Nanobeak under the License Agreement as though we were a party thereto, including achievement of practical application of the patent rights and certain reporting obligations.

 

The Sublicense Agreement will terminate upon the earlier of (i) termination of the License Agreement or (ii) termination by either party to the Sublicense Agreement as set forth therein.

 

4
 

 

As a result of the License Agreement and Sublicense Agreement, we are now a mobile health technology company that is developing personalized and point-of-care screening using applications based upon chemical sensing residing within a small device connected to a smartphone. With our foundations in advanced nanotechnology, our first product, the Vantage Healthcare Sensor, is the convergence of nano-electronics, bio-informatics, and wireless technology to create the next generation mobile health application. Still under development, the first mobile application is expected to be for lung cancer screening with additional mobile healthcare applications in the planning stages.

 

The sensor will collect a breath signature based upon chemical sensing technology residing in a small Bluetooth-enabled breathalyzer device that connects to any smartphone. The sensor devices will ultimately be sold through a distributor to healthcare professionals, who will then download screening applications and pay a monthly subscription fee. Subsequently the company plans to sell direct to consumers in conjunction with a major pharmacy platform.

 

We have entered into a Strategic Partnership with Scripps Translational Sciences Institute (STSI) to assist in the development, advancement, and commercialization of the mobile technology. Scripps will also provide the testing, evaluation, and detection of certain combinations of Volatile Organic Compounds (VOCs) known as the breath signature and will assist in managing our clinical trials in partnership with several other research hospitals in the United States. These clinical trials will support the 510K that will be submitted to the FDA. It is expected that the contemplated clinical trials will take approximately four months with another four months expected for the 510K process within the FDA.

 

We have also entered into a Strategic Partnership with Theranostics Laboratory, a translational research company, with offices in the USA and New Zealand. Theranostics laboratory was founded at the Cleveland Clinic in 2010 and works on subcontracted research, in collaboration with the Auckland Bioengineering Institute (ABI), in New Zealand, and with NASA (via NASA Grant NCC 9-58).

 

The Auckland Bioengineering Institute is recognized as a world-leader in the field of personalized modelling and is part of the international Virtual Physiologic Human (VPH) project. The Institute has successfully commercialized numerous mHealth technologies, including wireless telemetry systems, wearable sensors and a needle-free injectable system into the US market.

 

The partnership between the Theranostics laboratory and the Auckland Bioengineering Institute (ABI) is a strategic alliance for us through which the lab will act as principal investigators for us in the areas of mobile strep detection, mobile virus detection and other related areas including breath sample conditioning methodologies. The partnership gives us access to world-class expertise and skill in the field of personalized modelling. It also provides us with cost-efficiencies working across multiple time zones, as well as insight into the Australasian MedTech market.

 

During the current reporting period, our board of directors and majority of our shareholders approved corporate actions that: (1) converted our company from a Nevada corporation to a Delaware corporation; (2) to authorized an amendment and restatement of our Certificate of Incorporation that, among other things, changed our name from “Vantage Health” to “Vantage mHealthcare, Inc.,” increased the authorized capital stock from 250,000,000 to 500,000,000 shares, reclassified such capital stock into 450,000,000 shares of common stock, par value $0.001 and 50,000,000 shares of preferred stock, par value $0.001, and provided for other changes regarding certain corporate governance matters.

 

We believe that the conversion of our company will benefit us and our stockholders because (i) Delaware corporate law is more comprehensive, widely used and extensively interpreted than other state corporate laws, including Nevada corporate law, (ii) Delaware law is a preferred jurisdiction for the purpose of raising capital in the financial community and (iii) Delaware law will be more beneficial to the operation of our business and will enable us to more efficiently pursue our business opportunities.

 

While we have no specific arrangements to raise additional capital, we decided to increase our authorized common stock and to provide for “blank-check” preferred stock to provide us with adequate flexibility for business and financial purposes in the future. The additional shares may be used for various purposes including: raising capital; providing equity incentives to employees, officers or directors; establishing strategic relationships with other companies; expanding our business through the acquisition of other businesses or products; and other purposes.

 

5
 

 

Results of operations for the three months ended December 31, 2014 and 2013

 

We have earned no revenues from our inception to December 31, 2014. We do not expect to earn any revenues until we complete our technology and bring it to market.

 

Our operating expenses increased to $552,110 for the three months ended December 31, 2014, as compared with operating expenses of $47,342 for the three months ended December 31, 2013. Our operating expenses for the three months ended December 31, 2014 mainly consisted of consulting expenses of $294,116, professional fees of $57,320, royalty expense of $25,000, and general and administrative expenses of $159,737. Our operating expenses for the three months ended December 31, 2013 mainly consisted of professional fees of $2,500, general and administrative expenses of $1,296, and stock based compensation of $43,546.

 

Our operating expenses increased to $1,239,504 for the six months ended December 31, 2014, as compared with operating expenses of $56,692 for the six months ended December 31, 2013. Our operating expenses for the six months ended December 31, 2014 mainly consisted of consulting expenses of $580,701, professional fees of $194,840, royalty expense of $100,000, and general and administrative expenses of $321,845. Our operating expenses for the six months ended December 31, 2013 mainly consisted of consulting expenses of $5,000, professional fees of $6,219, general and administrative expenses of $1,927, and stock based compensation of $43,546.

 

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to administrative and operating costs associated with developing and commercializing our technology and our continued reporting obligations with the Securities and Exchange Commission.

 

Our other expenses increased to $155,934 for the three months ended December 31, 2014, as compared with other expenses of $0 for the three months ended December 31, 2013. Our increase in other expenses was mainly attributable to interest expense of $238,496, which is offset by a gain in the change in fair value due to derivative warrant and debt liability of $88,362.

 

Our other expenses increased to $10,374 for the six months ended December 31, 2014, as compared with other expenses of $0 for the six months ended December 31, 2013. Our increase in other expenses was mainly attributable to interest expense of $246,449, which is offset by a gain in the change in fair value due to derivative warrant liability of $255,875.

 

We incurred a net loss of $708,044 for the three months ended December 31, 2014, compared with a net loss of $316,353 for the three months ended December 31, 2013. Our net loss for the three months ended December 31, 2013 consisted of $47,342 from continuing operations, and $269,011 attributable to discontinued operations.

 

We incurred a net loss of $1,249,878 for the six months ended December 31, 2014, compared with a net loss of $334,604 for the

six months ended December 31, 2013. Our net loss for the six months ended December 31, 2013 consisted of $56,692 from continuing operations, and $277,912 attributable to discontinued operations.

 

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.

 

Liquidity and Capital Resources

 

As of December 31, 2014, we had total current assets of $120,041, consisting of cash and prepaid expenses. We had current liabilities of $1,113,475 as of December 31, 2014. Accordingly, we had negative working capital of $993,434 as of December 31, 2014.

 

Operating activities used $1,034,347 in cash for the six months ended December 31, 2014, as compared with $10,646 for the six months ended December 31, 2013. Our negative operating cash flow for the six months ended December 31, 2014 was mainly attributable to our net loss for the period and a gain on derivative liability, offset by the amortization of derivative debt discount and a decrease in prepaid expenses.

 

6
 

 

Financing activities for the six months ended December 31, 2014 provided $911,684 in cash, as compared with cash flows provided by financing activities of $301,296 for the six months ended December 31, 2013. Our positive cash flow for the six months ended December 31, 2013 was mainly the result of contributed capital, and the positive cash flow for the six months ended December 31, 2014 was the result of proceeds from related party debt, offset by payments on related party debt, and from convertible notes payable.

 

On April 18, 2014, we issued a convertible promissory note in which we will be taking tranche payments on pre-defined dates, the total of these payments cannot exceed $650,000. There is an original discount component of 10% per tranche and an additional expense fee of $5,000. Therefore, the funds available to us will be $650,000 and the liability (net of interest) will be $750,000 when we have received all disbursements. Each tranche is accounted for separately with each principal and OID balance becoming due 18 months after receipt. Each tranche bears interest at 8% per annum. The loan is secured by shares of our common stock. Each portion of the loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of our common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date.

 

Through September 30, 2014, we received five tranche disbursements: $100,000 on April 21, 2014; $50,000 on May 6, 2014; $50,000 on June 11, 2014; $50,000 on July 14, 2014; and $100,000 on September 30, 2014. During the period ended December 31, 2014, we received five additional tranche disbursements of $50,000 on July 15, 2014, $100,000 on September 30, 2014, $50,000 on November 3, 2014, $50,000 on December 1, 2014, and $50,000 on December 29, 2014.

 

On October 1, 2014, the Company issued a short-term convertible promissory note in the amount of $70,000 for $50,000 cash, an original issue discount of $12,500, and prepaid interest of $7,500. The note is due on March 30, 2015 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date.

 

On November 17, 2014, the Company issued a short-term convertible promissory note in the amount of $70,000. The note is due on November 14, 2015 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date.

 

On December 23, 2014, the Company issued a short-term convertible promissory note in the amount of $70,000. The note is due on December 18, 2015 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date.

 

As of December 31, 2014, we had $100,261 in cash. Until we are able to sustain our ongoing operations through sales revenue, 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.

 

7
 

 

Off Balance Sheet Arrangements

 

As of December 31, 2014, there were no off balance sheet arrangements.

 

Going Concern

 

We have incurred an accumulated deficit of $9,856,734 and require capital for our contemplated operational and marketing activities to take place. 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. The ability to successfully resolve these factors raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

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, 2015, 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 December 31, 2014 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

 

8
 

 

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

 

Aside from that provided below, there have been no issuances of securities without registration under the Securities Act of 1933 during the reporting period which were not previously included in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.

 

During the six months ended December 31, 2014, we issued 3,683,532 shares of our common stock for the conversion of a $71,875 note payable.

 

During the six months ended December 31, 2014, we issued 3,711,969 shares of our common stock for the conversion of a $116,943 note payable.

 

During the six months ended December 31, 2014, we issued 1,666,666 shares of our common stock for the partial conversion of a note payable issued on May 6, 2014.

 

During the six months ended December 31, 2014, we issued 540,428 shares of our common stock for services rendered.

 

On July 15, 2014, we granted stock warrants for 291,494 shares of our common stock in association with a short-term loan at no cost to the lender. These warrants have a term of five years and an exercise price of $0.143 per share.

 

On October 1, 2014, we granted stock warrants for 320,122 shares of our common stock in association with a short-term loan at no cost to the lender. These warrants have a term of five years and an exercise price of $0.123 per share.

 

On November 17, 2014, we granted stock warrants for 807,692 shares of our common stock in association with a long-term loan at no cost to the lender. These warrants have a term of five years and an exercise price of $0.049 per share.

 

On December 23, 2014, we granted stock warrants for 1,158,940 shares of our common stock in association with a long-term loan at no cost to the lender. These warrants have a term of five years and an exercise price of $0.034 per share.

 

The above securities were issued in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.

 

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 December 31, 2014 formatted in Extensible Business Reporting Language (XBRL).

 

**Provided herewith

 

9
 

 

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 mHealthcare, Inc.  
     
Date: February 9, 2015  
     
By: /s/ Joseph C. Peters  
  Joseph C. Peters  
Title: Chief Executive Officer  

 

10
 

 



 

CERTIFICATIONS

 

I, Joseph C. Peters, certify that;

 

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended December 31, 2014 of Vantage mHealthcare, Inc. (the “registrant”);
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

  

Date: February 9, 2015

  

By: /s/ Joseph C. Peters  
Name: Joseph C. Peters  
Title: Chief Executive Officer  

 

 
 

 



 

CERTIFICATIONS

 

I, Joseph C. Peters, certify that;

 

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended December 31, 2014 of Vantage mHealthcare, Inc. (the “registrant”);
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 9, 2015

 

By: /s/ Joseph C. Peters  
Name: Joseph C. Peters  
Title: Chief Financial Officer  

  

 
 


 

 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

 

In connection with the quarterly Report of Vantage mHealthcare, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2014 filed with the Securities and Exchange Commission (the “Report”), I, Joseph C. Peters, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
  
2.The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

 

By: /s/ Joseph C. Peters  
Name: Joseph C. Peters  
Title: Principal Executive Officer, Principal Financial Officer and Director
Date: February 9, 2015  

 

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 
 

 

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