U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
|
Mark One
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT
OF 1934
For the quarterly
period ended September 30, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES
EXCHANGE ACT OF
1934
For the transition
period from ______ to _______
Commission
File No.
333-168930
|
|
VANTAGE HEALTH
(Name of registrant in its charter)
|
|
|
Nevada
(State or other jurisdiction of incorporation or organization)
|
98-0659770
(IRS Employer
Identification Number)
|
|
|
11400 West Olympic Boulevard, Suite 640
Los
Angeles, CA 90064-1567
(Address of principal executive offices)
|
Indicate by checkmark whether the issuer: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X ] No[ ]
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-1 (232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files)
Yes [X ] No[ ]
Indicate by check mark whether the registrant is a large accelerated
filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [
]
Non-accelerated filer [ ] Smaller
reporting company [X]
Indicate by checkmark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Applicable Only to Issuer Involved in Bankruptcy Proceedings
During the Preceding Five Years.
N/A
Indicate by checkmark whether the issuer has filed all documents
and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities
under a plan confirmed by a court. Yes[ ] No[ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the most practicable date:
|
|
Class
|
Outstanding as of September 30, 2011
|
Common Stock, $0.001
|
76,527,446
|
VANTAGE HEALTH
Form 10-Q
|
|
|
Part 1
|
FINANCIAL INFORMATION
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|
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Item 1
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Financial Statements
|
F-1
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Balance Sheets (unaudited)
|
F-1
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|
Statements of Operations (unaudited)
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F-2
|
|
Statements of Cash Flows (unaudited)
|
F-3
|
|
Notes to unaudited Financial Statements
|
F-4
|
|
|
|
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
9
|
|
|
|
Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
|
9
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|
|
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Item 4.
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Controls and Procedures
|
9
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|
|
|
Part II.
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OTHER INFORMATION
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|
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|
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Item 1
|
Legal Proceedings
|
10
|
|
|
|
Item 1A
|
Risk Factors
|
10
|
|
|
|
Item 2.
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Unregistered Sales of Equity S
ecurities and Use of Proceeds
|
10
|
|
|
|
Item 3
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Defaults Upon Senior Securities
|
10
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|
|
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Item 4
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(Removed and Reserved)
|
10
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|
|
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Item 5
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Other Information
|
10
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|
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Item 6
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Exhibits
|
10
|
|
|
|
VANTAGE HEALTH
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS (unaudited)
AS OF SEPTEMBER 30, 2011 AND JUNE 30, 2011
|
September 30, 2011
|
|
June 30, 2011
|
ASSETS
|
|
|
|
|
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Current Assets
|
|
|
|
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|
Cash and equivalents
|
$
|
14,143
|
|
|
$
|
14.223
|
|
Prepaid expenses
|
|
0
|
|
|
|
0
|
|
Total Current Assets
|
|
14,143
|
|
|
|
14,223
|
|
|
|
|
|
|
|
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TOTAL ASSETS
|
$
|
14,143
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|
|
$
|
14,223
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|
|
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
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Current Liabilities
|
|
|
|
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Accounts payable and accrued expenses
|
$
|
41,718
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|
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$
|
47,815
|
|
|
|
|
|
|
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Long – Term Liabilities
|
|
|
|
|
|
|
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Shareholder loans
|
|
278,664
|
|
|
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328,322
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
320,382
|
|
|
|
376,137
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|
|
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Stockholders’ Deficit
|
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Common Stock, $.001 par value, 250,000,000 shares authorized,
80,025,000 and 74,250,000 shares issued and outstanding, respectively
|
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80,025
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|
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74,250
|
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Additional paid-in capital
|
|
380,435
|
|
|
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97,460
|
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Stock subscription receivable
|
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(268,750
|
)
|
|
|
0
|
|
Non-controlling interest
|
|
(148,142
|
)
|
|
|
(142.238
|
)
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Accumulated other comprehensive income (loss)
|
|
43,346
|
|
|
|
(10,485
|
)
|
Deficit accumulated during the development stage
|
|
(393,153
|
)
|
|
|
(380,901
|
)
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Total Stockholders’ Deficit
|
|
(306,239
|
)
|
|
|
(361,904
|
)
|
|
|
|
|
|
|
|
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$
|
14,143
|
|
|
$
|
14,223
|
|
See accompanying notes to financial statements.
VANTAGE HEALTH
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010
FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO SEPTEMBER 30,
2011
|
Three Months Ended September 30, 2011
|
|
Three Months Ended September 30, 2010
|
|
Period from April 21, 2010 (Inception) to September 30, 2011
|
|
|
|
|
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REVENUES
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
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EXPENSES
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|
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Professional fees
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5,916
|
|
|
|
8,219
|
|
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40,307
|
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Office expenses
|
|
1,694
|
|
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|
1,407
|
|
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29,828
|
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Officer/Director Compensation
|
|
2,000
|
|
|
|
0
|
|
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9,000
|
|
Consulting
|
|
0
|
|
|
|
71,367
|
|
|
|
212,971
|
|
Deposit impairment
|
|
0
|
|
|
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0
|
|
|
|
50,000
|
|
Travel and entertainment
|
|
8,129
|
|
|
|
17,813
|
|
|
|
79,587
|
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Bank fees
|
|
417
|
|
|
|
400
|
|
|
|
2,471
|
|
TOTAL OPERATING EXPENSES
|
|
18,156
|
|
|
|
99,206
|
|
|
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424,164
|
|
|
|
|
|
|
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|
|
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LOSS FROM OPERATIONS
|
|
(18,156
|
)
|
|
|
(99,206
|
)
|
|
|
(424,164
|
)
|
|
|
|
|
|
|
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|
|
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OTHER INCOME (EXPENSE)
|
|
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Interest income
|
|
0
|
|
|
|
61
|
|
|
|
69
|
|
TOTAL OTHER INCOME (EXPENSE)
|
|
0
|
|
|
|
61
|
|
|
|
69
|
|
|
|
|
|
|
|
|
|
|
|
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LOSS BEFORE NON-CONTROLLING INTEREST
|
|
(18,156
|
)
|
|
|
(99,145
|
)
|
|
|
(424,095
|
)
|
|
|
|
|
|
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|
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|
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LESS: LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST
|
|
5,904
|
|
|
|
40,914
|
|
|
|
148,142
|
|
|
|
|
|
|
|
|
|
|
|
|
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LOSS BEFORE PROVISION FOR INCOME TAXES
|
|
(12,252
|
)
|
|
|
(58,231
|
)
|
|
|
(275,953
|
)
|
|
|
|
|
|
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PROVISION FOR INCOME TAXES
|
|
0
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|
|
0
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|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
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|
NET LOSS
|
$
|
(12,252
|
)
|
|
$
|
(58,231
|
)
|
|
$
|
(275,953
|
)
|
|
|
|
|
|
|
|
|
|
|
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|
LOSS PER SHARE: BASIC AND DILUTED
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
WEIGHTED AVERAGE COMMON SHARES OUTSANDING: BASIC AND DILUTED
|
|
76,527,446
|
|
|
|
74,150,000
|
|
|
|
|
|
See accompanying notes to financial statements.
VANTAGE HEALTH
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) (unaudited)
FOR THE THREE MOTNHS ENDED SEPTEMBER 30, 2011 AND 2010
FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO SEPTEMBER 30,
2011
|
Three Months Ended September 30, 2011
|
|
Three Months Ended September 30, 2010
|
|
Period from April 21, 2010 (Inception) to September 30, 2011
|
|
|
|
|
|
|
Net Loss
|
$
|
(12,252
|
)
|
|
$
|
(58,231
|
)
|
|
$
|
(275,953
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Translation:
|
|
|
|
|
|
|
|
|
|
|
|
Change in cumulative translation adjustment
|
|
53,831
|
|
|
|
(11,428
|
)
|
|
|
43,346
|
|
Income tax benefit (expense)
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Total
|
$
|
53,831
|
|
|
$
|
(11,428
|
)
|
|
$
|
43,346
|
|
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, 2011 AND 2010
FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO SEPTEMBER 30,
2011
|
Three Months Ended September 30, 2011
|
|
Three Months Ended September 30, 2010
|
|
Period from April 21, 2010 (Inception) to September 30, 2011
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period
|
$
|
(12,252
|
)
|
|
$
|
(58,231
|
)
|
|
$
|
(275,953
|
)
|
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
Deposit impairment
|
|
0
|
|
|
|
0
|
|
|
|
50,000
|
|
Loss attributable to non-controlling interest
|
|
(5,904
|
)
|
|
|
(40,914
|
)
|
|
|
(148,142
|
)
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
(Increase) decrease in prepaid expenses
|
|
|
|
|
|
1,843
|
|
|
|
0
|
|
Increase in accounts payable and accrued expenses
|
|
(6,097
|
)
|
|
|
(5,944
|
)
|
|
|
41,718
|
|
Net Cash Used by Operating Activities
|
|
(24,253
|
)
|
|
|
(103,246
|
)
|
|
|
(332,377
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
0
|
|
|
|
(322,393
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of common stock
|
|
0
|
|
|
|
0
|
|
|
|
89,710
|
|
Proceeds from exercise of stock warrants
|
|
20,000
|
|
|
|
0
|
|
|
|
20,000
|
|
Proceeds from notes payable – related parties
|
|
0
|
|
|
|
22,988
|
|
|
|
300,265
|
|
Payments on notes payable – related parties
|
|
(49,658
|
)
|
|
|
0
|
|
|
|
(53,158
|
)
|
Net Cash Provided by (Used by) Financing Activities
|
|
(29,658
|
)
|
|
|
22,988
|
|
|
|
356,817
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
53,831
|
|
|
|
(11,428
|
)
|
|
|
(43,346
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH
|
|
(80
|
)
|
|
|
(91,686
|
)
|
|
|
14,143
|
|
Cash, beginning of period
|
|
14,223
|
|
|
|
121,034
|
|
|
|
0
|
|
Cash, end of period
|
$
|
14,143
|
|
|
$
|
29,348
|
|
|
$
|
14,143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
$
|
268,750
|
|
|
$
|
0
|
|
|
$
|
268,750
|
|
See accompanying notes to financial statements.
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
NOTE 1 – SUMMARY OF ACCOUNTING POLICIES
Nature of Business
Vantage Health (“Vantage Health” and the “Company”)
is a development stage company and was incorporated in Nevada on April 21, 2010.
The Company intends to
build and operate
an Active Pharmaceutical Ingredients (“APIs”) manufacturing plant alongside a formulation and packaging plant in South
Africa to meet the growing market needs for Anti-retrovirals (“ARVs”) in South Africa and potentially other African
countries. The company intends to build an Antiretroviral Active Pharmaceutical Ingredient (API) manufacturing plant in South Africa
in order to supply the growing demand in the fight against HIV/AIDS.
Development Stage Company
The accompanying consolidated financial statements have been prepared
in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company
is one in which planned principal operations have not commenced or if its operations have commenced, and there has been no significant
revenues there from.
Basis of Presentation
The consolidated financial statements of the Company have been prepared
in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
The
Company has adopted a June 30 fiscal 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, 2011 and June 30, 2011, the Company had $14,143 and $14,223 of
cash, respectively.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash
equivalents, prepaid expenses, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial
instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates
unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method.
Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between
the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to
be realized.
Revenue Recognition
The Company recognizes revenue when products are fully delivered
or services have been provided and collection is reasonably assured.
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
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, 2011.
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 SFAS No. 123 and 123 (R) (ASC 718). To date, the Company has not adopted a stock option plan and has not granted any stock
options.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
NOTE 2 – SHAREHOLDER LOANS
During the period ended June 30, 2010 the company received loans
from two shareholders for $100,699, $30,000 and $3,500. The loans are non-interest bearing, unsecured and are due on July 13, 2013.
During the year ended June 30, 2011, the $3,500 loan was repaid
in full.
An additional $247,623 was loaned from a shareholder during the
year ended June 30, 2011.
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
NOTE 2 – SHAREHOLDER LOANS (CONTINUED)
During the year ended June 30, 2011, a shareholder forgave loans
totaling $50,000 which have been recorded as contributed capital.
The total amount due to the shareholders was $278,664 and $328,322
as of September 30, 2011 and June 30, 2011, respectively.
NOTE 3 – 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.
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 80,025,000 shares issued and outstanding as of September
30, 2011.
NOTE 4 – STOCK WARRANTS
The Company issued 7,859,375 stock warrants in connection with the
issuance of common stock. The Company has accounted for these warrants as equity instruments in accordance with EITF 00-19 (ASC
815-40), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, and
as such, will be classified in stockholders’ equity as they meet the definition of “…indexed to the issuer’s
stock” in EITF 01-06 (ASC 815-40) The Meaning of Indexed to a Company’s Own Stock. The Company has estimated the fair
value of the warrants issued in connection with the private placement at $13 as of the grant dates using the Black-Scholes option
pricing model. Each common stock purchase warrant has an exercise price of $3.00 and will expire 36 months from the effective date
of the S-1. The Company has the right to call the common stock purchase warrants within ten days written notice if the Company’s
common stock is trading at or above $3.00 per share and has average daily trading volume of 200,000 shares of twenty consecutive
days. No adjustment was made to the financial statements due to materiality.
On August 4, 2011 the exercise price for all the outstanding warrants
was revised from $3.00 to $0.05 per share. The warrants were revalued on that date at $1,611,135. The stock and warrants were originally
sold for total value of $13,541. As the value of the warrants cannot exceed the total value of the equity sale, no further adjustments
are necessary.
During the quarter ended September 30, 2011 warrants were exercised
for 5,775,000 common shares of stock, for $20,000 in cash and notes receivable totaling $268,750. There are 2,084,375 stock warrants
remaining as of September 30, 2011.
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
NOTE 4 – STOCK WARRANTS (CONTINUED)
Key assumptions used by the Company are summarized as follows at
the original grant date and the date of revision:
|
August 4, 2011
|
|
June 30, 2010
|
Stock price
|
$
|
0.25
|
|
|
$
|
0.00275
|
|
Exercise price
|
$
|
0.05
|
|
|
$
|
3.00
|
|
Expected volatility
|
|
86
|
%
|
|
|
105
|
%
|
Expected dividend yield
|
|
0.00
|
%
|
|
|
0.00
|
%
|
Risk-free rate over the estimated expected life of the warrants
|
|
0.27
|
%
|
|
|
0.84
|
%
|
Expected term (in years)
|
|
1.92
|
|
|
|
3
|
|
NOTE 5 – 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 6 – COMMITMENTS
Vantage Health neither owns nor leases any real or personal property.
An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such
costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved
in other business activities and most likely will become involved in other business activities in the future.
NOTE 7 – LIQUIDITY AND GOING CONCERN
The Company has limited working capital, has incurred losses since
inception, and has not yet received 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, 2011
NOTE 8 – INCOME TAXES
For the three months ended September, 2011, Vantage Health has incurred
a net loss before minority interest of approximately $18,000 and, therefore, has no tax liability. The net deferred tax asset generated
by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $424,000 at
September 30, 2011, and will expire beginning in the year 2030. The provision for Federal income tax consists of the following:
|
September 30, 2011
|
|
September 30, 2010
|
Federal income tax attributable to:
|
|
|
|
|
|
|
|
Current Operations
|
$
|
6,200
|
|
|
$
|
2,253
|
|
Less: valuation allowance
|
|
(6,200
|
)
|
|
|
(2,253
|
)
|
Net provision for Federal income taxes
|
$
|
0
|
|
|
$
|
0
|
|
The cumulative tax effect at the expected rate of 34% of significant
items comprising our net deferred tax amount is as follows:
|
September 30, 2011
|
|
June 30, 2011
|
Deferred tax asset attributable to:
|
|
|
|
|
|
|
|
Net operating loss carryover
|
$
|
106,738
|
|
|
$
|
100,538
|
|
Valuation allowance
|
|
(106,738
|
)
|
|
|
(100,538
|
)
|
Net deferred tax asset
|
$
|
0
|
|
|
$
|
0
|
|
NOTE 9 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through November 15,
2011, the date on which the financial statements were issued, and has determined it does not have any material subsequent events
to disclose other than those mentioned above.
FORWARD-LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act
of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified
by the use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking
statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment
as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors
beyond our control that could cause actual results and events to differ materially from historical results of operations and events
and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements
to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated
events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
VANTAGE HEALTH. was incorporated
under the laws of the State of Nevada on April 21, 2010. Our registration statement has been filed with the Securities and
Exchange Commission on August 19, 2010.
Please note that throughout this
Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company,"
refers to VANTAGE HEALTH.
The Company is in the development
stage as defined under Statement on Financial Accounting Standards No. 7, Development Stage Enterprises (“SFAS No.7”)
(ASC 915-10). As of March 31, 2011 we had no revenues, have minimal assets and have incurred losses since inception.
As described in our quarterly report
on Form 10-Q for the period ended December 31, 2010 that was filed with the SEC on February 18, 2011, on December 31, 2010, Vantage
Health (through its subsidiary Moxisign Ltd) entered into an exclusive agreement with Shanghai Kehua Bioengineering Co Ltd, of
China, manufacturers of the Diagnostic Kit for HIV (1+2) Antibody (Colloidal Gold). This agreement ensures that Vantage Health
has exclusive rights over the next 12 months to sell the Diagnostic Kit for HI V (1+2) Antibody (Colloidal Gold) in the continent
of Africa. The HIV (1+2) Diagnostic Kit (Colloidal Gold) is a rapid test for the qualitative detection of antibodies to human
immunodeficiency virus I and/or 2 in whole blood or serum or plasma. This agreement will terminate if Vantage Health does not
place an order, within Three months of the agreement date, for $500,000 worth of test kits. Vantage Health has paid $50,000 for
this 12 month exclusive right. The agreement terminated on June 30, 2011 due to Vantage not having place sufficient orders required
under the contract. Vantage believes it can still get the favorable terms provided under the contract in the future; however,
there is no guarantee of that.
Vantage has also acquired a 51% interest
in a newly-formed joint venture in Tanzania that will pursue commercial opportunities in the medical industry in the Republic
of Tanzania.
On January 31, 2011, Moxisign submitted
a proposal for the RT41-2011ME, the supply and delivery of rapid HIV test kits to the State for a period of two years. The supply
tender is for approximately 14,000,000 diagnostic rapid screen test kits (approximately US$7M) and 4,600,000 Confirmatory rapid
screen test kits (approximately US$2.5M). We cannot predict the likelihood of winning the orders associated with this proposal,
although in the event that we are successful in this tender participation, we do not expect to be awarded 100% of the tender value.
The contracts are expected to be awarded during 2011.
Vantage now devotes fulltime to implementing
its overall business plan.
Phase 1: IMPORTATION AND DISTRIBUTION
IN SOUTH AFRICA
Moxisign (PTY) Ltd (“Moxisign”)
is a 51% owned South African subsidiary of Vantage Health. Moxisign was formed as a pharmaceutical distributor with the
specific intention of bidding on South African government health care contracts and tenders – in particular; HIV/AIDS medications,
and also other health related government tenders including medical equipment, TB drugs and other medical supplies that are either
unavailable in South Africa, or too expensive for the government to source from local producers. In addition, Moxisign intends
to broaden its governmental and private sector customer base. This expanded reach may add to the scale and flexibility to the
Moxisign business model to help us grow substantially within the next three years.
The remaining 49% of Moxisign is
owned by a consortium of local Brad Based Black Economi Empowerment (“BBBBEE”) patners.
The 49% BBEE shareholders are made
up of several individuals that are led by Kopano Ke Matla Investment Trust (“Kopano”), which is the investment arm
of COSATU, South Africa’s largest Trade Union and part of the tripartite ruling government. Kopano is one of the world’s
largest Investment companies. Kopano’s Chairman and Trustee, Mr. Prabir Badal, is also on the Board of Moxisign.
In addition, Vantage Health through
a South African subsidiary to be formed, Vantage Health South Africa, is targeting the private sector in South Africa. We have
approached the Clicks Group Limited (JSE: CLS), (“Clicks”) to supply Clicks with over-the-counter treatments and medications
labeled under Clicks’ own brand. A formal purchase order has yet to be signed as we are still at the stage of deciding upon
the appropriate products and compiling the necessary paperwork to file at the Medicine Control Council. Supply to Clicks
is not expected to begin until the MCC (Medicine Control Council) has finished the approval process for each drug dossier.
Supply Agreements
Moxisign intends to be a pharmaceutical
distributor. One aspect of Vantage’s business case is Moxisign’s ability to import into South Africa, medications
and treatments competitively priced and based on the partnerships, technology and skills transfer these partners provide. Moxisign
has signed, executed supply agreements with the following entities that covers the pharmaceutical space in which Moxisign intends
to compete:
India
Amol Pharmaceuticals
China
China National
Pharmaceutical Group (SINOPHARM) - Letter of Intent stage
GWK Biotechnology
Company
Kehua Bioengineering
Current Status of Moxisign
Moxisign is currently awaiting the
adjudication of the HIV Rapid Screening test kit tender bid. This bid was submitted by Moxisign on January 31, 2011, and
the total value of the contract is up to US$9.5 million (for a total order of 19 million kits, both diagnostic and confirmatory).
PHASE 2: SADC REGIONAL MARKETS
We have also formed a joint venture
partnership with a Tanzanian group to enter the Pharmaceutical market in the Republic of Tanzania which is described above.
PHASE 3: MANUFACTURING
Vantage Health is in the process
of forming a second South Africa subsidiary which will be called Vantage Health South Africa, formed specifically to execute the
third phase of the Vantage Health business plan. Phase 3 is the planning, building, commissioning and operation of a pharmaceutical
manufacturing facility.
The manufacturing sector has been
targeted by the South African government and is identified as a key pillar in the recent State of the nation address and
in the 2010-2013 Industrial Policy Action Plan II and there are, at present, a number of taxation and financial incentives, including
grants from the state available to encourage a vibrant manufacturing sector.
The pharmaceutical partnerships established
have agreed to provide Vantage with the requisite technology and skills transfer to establish the plant. At present, Vantage
is conducting preliminary feasibility assessment towards the building of the API / secondary formulation plant within South Africa.
South Africa purchases 70% of the
global anti-retroviral market alone and, at this time, does not contribute significantly to producing or supplying products for
the marketplace. Vantage sees a gap in the local pharmaceutical manufacturing space that, with the consequent development
of employment and associated business in the pharmaceutical, logistics and retail sectors will provide widespread benefits to
Africa.
HOSPITALS: BUILD, OWN, OPERATE,
TRANSFER (“BOOT”)
An objective that benchmarks our
goals is the establishment of a private-public partnership to build, own and operate hospitals. Transfer of skills to medical,
nursing paramedical and operational personnel is fundamental and after a period of time, these hospitals would revert to public
ownership. We have established partners in India and China who are experienced and have executed BOOT hospitals in other
resource limited settings in Africa. Again we intend the structure will take the form of a 51/49 joint venture partnership
with the South African government.
.
Other areas for opportunities would
be utilizing the African Development AID from China to build equip and run hospitals in South Africa, as already exists
in other parts of Africa such as Ghana.
RESULTS OF OPERATIONS
Our financial statements have been prepared assuming that we will
continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets
and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require
additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.
Three month Period Ended September 30, 2011 Compared to the three
month period ended September 30, 2010 and the period from Inception (April 21, 2010) to September 30, 2011.
Our net loss for the three- months ended September 30, 2011 was
approximately ($12,252) compared to a net loss of ($58,231) for the three- months ended September 30, 2010. During the period from
inception (April 21, 2010) to September 30, 2011 the net loss was ($275,953) .During the Three- months ended September 30, 2011
and 2010, we did not generate any revenue.
During the Three-months ended September 30, 2011, we incurred general
and administrative, consulting, and professional expenses of approximately $18,156 compared to $99,206 during the three-months
ended September 30, 2010. During the period from inception (April 21, 2010) to September 30, 2011 we incurred general and administrative,
consulting and professional expenses of approximately $424,164 General and administrative expenses incurred during the Three-month
period ended September 30, 2011 and 2010 were generally related to corporate overhead, financial and administrative contracted
services, such as legal and accounting and developmental costs.
Our net loss during the There- months ended September 30, 2011 was
($12,252) or ($0.00) per share. The weighted average number of shares outstanding was 74,150,000 for the Three- month period ended
September 30, 2011.
LIQUIDITY AND CAPITAL RESOURCES
Three-month Period Ended September 30, 2011
As at the Three-months ended September 30, 2011, our current assets
were $14,143 and our current liabilities were $41,178, which resulted in a working capital of ($27,575). As at the three-months
ended September 30, 2011, current assets were comprised of $14,143 in cash compared to $14,223 in current assets at June 30, 2011.
At the three-months ended September 30, 2011, current liabilities were comprised of $41,718 in accounts payable and accrued expenses.
Stockholders’ deficit decreased from ($361,904) as of June
30, 2011 to ($306,239) as of September 30, 2011.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities.
For the three-month period ended September 30, 2011, net cash flows used in operating activities was ($24,253) consisting primarily
of a net loss of ($12,252). For the three-month period ended September 30, 2010, net cash flows used in operating activities was
($103,246). Net cash flows used in operating activities was ($332,337) for the period from inception (April 21, 2010) to September
30, 2011.
Cash Flows from Financing Activities
We have financed our operations primarily from either advances from
directors or the issuance of equity and debt instruments. For the three-months ended September 30, 2011, we generated $20,000 from
the sale of common stock and made payments on related party loans of $49,658 resulting in a net cash from financing activities
of ($29,658). For the three-months ended September 30, 2010, we generated $22,988 from the sale of common stock resulting in a
net cash from financing activities of $22,988. For the period from inception (April 21, 2010) to September 30, 2011, we generated
$109,710 in proceeds from sales of common stock, $300,256 in proceeds from related party loans and made payments of ($53,158) on
related party loans resulting in net cash provided by financing activities was $356,817 received from sale of common stock and
advances from Director.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be
funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected
to increase in line with the growth of our business.
Existing working capital, further advances, equity and debt instruments,
and anticipated cash flow are expected to be adequate to fund our operations over the next Three months. We have no lines of credit
or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement
of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating
expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up
business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities and debt issuances.
Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements.
Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such
securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon
acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to
take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business
operations.
MATERIAL COMMITMENTS
During the period ended
June 30, 2010 the company received loans from two shareholders for $100,699, $30,000 and $3,500. The loans are non-interest bearing,
unsecured and are due on July 13, 2013.
During the year ended June 30, 2011, the $3,500 loan was repaid
in full.
An additional $247,623 was loaned from a shareholder during the
year ended June 30, 2011.
During the year ended June 30, 2011, a shareholder forgave loans
totaling $50,000 which have been recorded as contributed capital.
The total amount due to the shareholders was $278,664 and $328,322
as of September 30, 2011 and June 30, 2011, respectively.
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.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the
next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance
sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are
material to investors.
GOING CONCERN
The independent auditors' report accompanying our June 30, 2011
financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.
The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that
we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
Market risk represents the risk of loss that may impact our financial
position, results of operations or cash flows due to adverse change in foreign currency and interest rates.
Exchange Rate
Our reporting currency is United States Dollars (“USD”).
Interest Rate
Any future loans will relate mainly to trade payables and will be
mainly short-term. However our debt may be likely to rise in connection with expansion and if interest rates were to rise
at the same time, this could become a significant impact on our operating and financing activities. We have not entered into derivative
contracts either to hedge existing risks of for speculative purposes.
ITEM IV. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a
system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed
to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s
management, including its principal executive officer or officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation
of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30,
2011. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such
date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there
was no change in our internal control over financial reporting during the Thre- months ended September 30, 2011 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by
any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director,
officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings.
Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On February 3, 2011, our registration statement on Form S-1 became
effective.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. (REMOVED AND RESERVED)
No report required.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
Exhibits:
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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
Dated: November 18, 2011
By:
/s/ Lisa Ramakrishnan
Lisa Ramikrishnan
/s/ Lisa Ramakrishnan
President, Chief Executive Officer, Chief Financial Officer, Secretary,
Treasurer, Director
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