Attached files
As filed with the Securities and Exchange Commission on August 19, 2010
Registration No. 333-______
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VANTAGE HEALTH
(Exact name of registrant as specified in its charter)
Nevada 2834 98-0659770
(State or jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification Number)
C/O Steven T Lowe Esq Business Filings Incorporated
Suite 640 311 S Division St
11400 West Olympic Boulevard Carson City NV, 89703
Los Angeles, California 90064-1567 Tel: (949) 487-2436
(310) 477-5811
With a Copy to:
Scott P. Doney, Attorney at Law 3273 E. Warm Springs Las Vegas, NV 89120
telephone (702) 312-6255
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
From time to time after this Registration Statement is declared effective.
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box [X}
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company: in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a Smaller reporting company)
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
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Common Stock 14,150,000 $0.003 per share $42,450 $3.03
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
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SUBJECT TO COMPLETION
PROSPECTUS
VANTAGE HEALTH
14,150,000 SHARES
COMMON STOCK
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus for a period of up to two years
from the effective date. Our common stock is presently not traded on any market
or securities exchange.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 8 OF THIS
PROSPECTUS.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
The selling shareholders named in this prospectus are offering the 14,150,000
shares of our common stock offered through this prospectus. The 14,150,000
shares offered by the selling shareholders represent 19.1% of the total
outstanding shares as of the date of this prospectus. We will not receive any
proceeds from this offering. We will, however, receive $23,578,125 through the
exercise of warrants should all outstanding warrants be exercised at the
exercise price of $3.00 per share.
Underwriting
Offering Discounts and Proceeds to
Price Commissions Selling Shareholders
----- ----------- --------------------
Per Share $ 0.003 None $ 0.003
Total $42,450 None $42,450
Our common stock is presently not traded on any market or securities exchange.
The sales price to the public is fixed at $0.003 per share until such time as
the shares of our common stock are traded on the NASD Over-The-Counter Bulletin
Board electronic quotation service. Although we intend to apply for trading of
our common stock on the NASD Over-The-Counter Bulletin Board electronic
quotation service, public trading of our common stock may never materialize. If
our common stock becomes traded on the NASD Over-The-Counter Bulletin Board
electronic quotation service, then the sale price to the public will vary
according to prevailing market prices or privately negotiated prices by the
selling shareholders.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. The prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
The Date of This Prospectus Is: August 18, 2010
TABLE OF CONTENTS
PAGE
----
Summary 3
Risk Factors 8
Forward-Looking Statements 11
Use of Proceeds 11
Determination of Offering Price 11
Dilution 11
Selling Shareholders 12
Plan of Distribution 13
Description of Securities 17
Interest of Named Experts and Counsel 18
Description of Business 18
Market for Common Equity and Related Stockholder Matters 37
Plan of Operations 38
Changes in and Disagreements with Accountants 42
Available Information 42
Directors, Executive Officers, Promoters and Control Persons 43
Executive Compensation 45
Security Ownership of Certain Beneficial Owners and Management 46
Certain Relationships and Related Transactions 46
Disclosure of Commission Position of Indemnification for Securities
Act Liabilities 47
Financial Statements 48
2
SUMMARY
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. The financial statements do not include any adjustments that
might result from the uncertainty about our ability to continue in business. We
have suffered operating losses since our inception. As such we may have to cease
operations and you could lose your investment.
As used in this prospectus, unless the context otherwise requires, "we", "us",
"our" "Vantage Health" or "Vantage " refers to Vantage Health All dollar amounts
in this prospectus are in U.S. dollars unless otherwise stated. The following
summary is not complete and does not contain all of the information that may be
important to you. Prospective investors are urged to read the entire prospectus
before making an investment decision to purchase our common shares.
Vantage Health owns a 51% interest in Moxisign (PTY) Ltd. ("Moxisign"), a
company incorporated in South Africa. Through our control of Moxisign we intend
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 Antiretrovirals ("ARVs") in South Africa and
potentially other African countries for the treatment of HIV/AIDS.
SUBMISSION OF PROPOSAL: (3-6 WEEKS)
In July 2010, the South African government advertised on its tender website a
-two year supply tender advertisement. The tender is for an abbreviated period
due to the fact that the Department of Health (DOH) wishes to enter into
longer-term arrangements with pharmaceutical manufacturing companies who are
committed to local API manufacture. The pharmaceutical companies who are
successful at this tender may ultimately form a closed pool of bidders, who
potentially may only need to negotiate new pricing for supply of ARV's every
twelve months, for a period of ten years, rather than having to resubmit tenders
every three years.
The company believes the South African government will be closing the tender
advertisement before the end of August 2010. Moxisign has completed a bid
package with the intent of being awarded a sufficient proportion of the ARV
supply tender in South Africa.
APPROVAL PROCESS: (12-16 WEEKS)
Once a bid has been submitted to the South African government the Company
believes the decision making process will take between 12-16 weeks for the
proposals to be reviewed and supply contracts to be awarded.
SIGN TECHNOLOGY PARTNERSHIP AGREEMENT (8-12 WEEKS SIMULTANEOUS WITH APPROVAL
PROCESS)
Moxisign intends to sign a technology partnership agreement for the delivery of
formulated drugs initially, later extending to the supply agreement for APIs,
most likely with a Chinese pharmaceutical company by the end of July 2010. It
should be noted that the main Indian pharmaceutical companies currently
supplying the South African government and DOH actually import their APIs from
Chinese manufacturers. Moxisign's management believes that a direct relationship
with Chinese manufacturers will result in increased profitability.
3
BEGIN DISTRIBUTION OPERATIONS: (12 MONTHS)
If Moxisign is successful in obtaining a material portion of the 2010 tender and
comes to an agreement with a technology provider, who can supply ARV's we expect
to begin distribution operations. This will entail purchasing the pre-packaged
ARV products from our technology partner and distributing them to the South
African market. Moxisign will act as a medium between the foreign pharmaceutical
supplier and the domestic market for the initial 24 month tender.
EXERCISING OF WARRANTS/COMPLETION OF FINANCING (12-16 WEEKS)
If we are successful in obtaining a material portion of the 2010 tender we
expect to raise capital through the exercising of warrants and through the
completion of a public offering. We expect to complete the public offering
within 16 weeks after the effectiveness of our registration statement and given
we are obtain a material portion of the 2010 tender.
The Company will have capital requirements of $20,000,000 in order to make 350
tonnes of ARV APIs (Active Pharmaceutical Ingredients) per annum. This number is
only an assumption at this point and could change based on the size of the
tender awarded to Moxisign, if any at all. We plan to obtain capital in three
ways:
1- Through retained earnings from the first year of operations
2- Current share holders exercising warrants
3- Selling additional common shares.
Issuances of additional shares will result in dilution to our existing
shareholders. We currently do not have any material reason to believe our share
price will reach a level where warrant holders will be willing to exercise
warrants. There is no assurance that we will be successful in completing any
equity financing.
ESTABLISH A PHARMACEUTICAL PLANT FOR FORMULATION OF ARV (8 TO 12 MONTHS)
If we are able to raise the required capital the company intends to construct a
pharmaceutical plant in South Africa. The capital requirements for the facility
are estimated by management to be approximately $5,000,000. The 8 to 12 month
period would include the commissioning of the facility as well as the necessary
Medicines Control Council of South Africa (MCC) Approvals. Comments from the
Medicines Control Council of South Africa could cause additional delays and
costs.
SUBMISSION OF AND APPROVAL OF POST 2010 PROPOSAL:
If Moxisign is successful in establishing a pharmaceutical/formulationplant and
isinto the first year of the initial 1224 month tender, the company will then
submit a proposal for the second 2012 tender. The Company believes the tender
process may again take between 12-16 weeks for the proposals to be reviewed and
supply contracts to be awarded but we are assuming the second 2012 tender will
be for a substantially longer period of up to 10 years, although there can be no
assurance of this
4
CONSTRUCT AN API FACILITY: (12-18 MONTHS)
The development of an API facility will take place if the Company is successful
in obtaining a material portion of the long-term tender is expected to be
advertised in July 2012. This production facility will be added to the
formulation plant which will require necessary EIA, MCC and Government
approvals. The capital requirements for the facility are estimated by management
to be $15,000,000 to $20,000,000. The 12-18 month period includes the
construction of the plant, stability testing for the newly formulated drug and
regulatory approval. There is a possibility of additional costs and delays due
to EIA and government review.
BEGIN PRODUCTION:
(Add content to describe what this will look like) This new API production
facility will have the state of the art technology to produce API from fine
chemicals. This facility will be similar to newer plants currently being built
in Vietnam which will enable the production facility to switch from the
production of a particular API to an alternate compound without requiring
complete overhaul of the plant. Thus if the drug of choice for the treatment of
HIV/AIDS changes it will allow greater flexibility. The production initially
will rely on the importation of fine chemicals from China with technical
assistance l from our technology partners.
REVENUES
The data below includes the first two years year of tender. Moxisign will be
supplying fully formulated ARV to meet tender requirements. Figures are in US$
and assume Moxisign being awarded a 20% portion of the government tender. There
is no guarantee Moxisign will be awarded any portion of the government tender.
Cost Per Unit $ 12.00
Sales Price Per Unit $ 19.00
-----------
Gross Profit $ 7.00
===========
The total tender is estimated to be 609,000 patients requiring monthly supply.
If Moxisign is awarded 20% of the tender this may amount to $ 10.2 million in
gross profits.
Profit Per Unit $ 7.00
Patients 121,000
-----------
Monthly Gross Profit $ 847,000
-----------
Annual Gross Profit $10,164,000
===========
At our year end, June 30, 2010 we had assets of $144,383 made up completely of
cash, and a net loss of $6,627. Our current monthly burn rate is approximately
$1,500 and is expected to increase significantly once operations begin.
We were incorporated on April 21, 2010 under the laws of the state of Nevada.
Our principal offices are located at Suite 640, 11400 West Olympic Boulevard,
Los Angeles, California 90064-1567. Our telephone number is (310) 477-5811.
5
THE OFFERING:
Securities Being Offered Up to 14,150,000 shares of common stock.
Offering Price The selling shareholders will sell our shares at
a fixed price of $0.003 per share unless and
until our shares are quoted on the OTC Bulletin
Board.
There is no public market for our common stock.
We cannot give any assurance that the shares
offered will have a market value, or that they
can be resold at the offered price if and when an
active secondary market might develop, or that a
public market for our securities may be sustained
even if developed. The absence of a public market
for our stock will make it difficult to sell your
shares in our stock.
We intend to apply to the OTC Bulletin Board,
through a market maker that is a licensed broker
dealer, to allow the trading of our common stock
upon our becoming a reporting entity under the
Securities Exchange Act of 1934. If our common
stock becomes so traded and a market for the
stock develops, the actual price of stock will be
determined by prevailing market prices at the
time of sale or by private transactions
negotiated by the selling shareholders. The
offering price would thus be determined by market
factors and the independent decisions of the
selling shareholders.
Terms of the Offering The selling shareholders will determine when and
how they will sell the common stock offered in
this prospectus.
Termination of the Offering The offering will conclude when all of the
14,150,000 shares of common stock have been sold,
the shares no longer need to be registered to be
sold due to the operation of Rule 144 or we
decide at any time to terminate the registration
of the shares at our sole discretion but in no
event later than two years from the effective
date of this registration statement. ( Date of
expiration will be provided for this continuous
offering once known)
Securities Issued and
to be Issued 14,150,000 shares of our common stock to be sold
in this prospectus are issued and outstanding as
of the date of this prospectus. All of the common
stock to be sold under this prospectus will be
sold by existing shareholders.
Use of Proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
6
SUMMARY FINANCIAL INFORMATION
The following financial information summarizes the more complete historical
financial information at the end of this prospectus.
As of June 30, 2010 (Audited)
-----------------------------
BALANCE SHEET
Total Assets $ 144,383
Total Liabilities $ 141,127
Stockholders Equity $ 3,256
Period from April 21, 2010
(date of inception)
to June 30, 2010 (Audited)
--------------------------
INCOME STATEMENT
Revenue $ --
Total Expenses $ 7,264
Net Loss $ (6,627)
7
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.
WE ARE AT RISK OF THE DEPARTMENT OF HEALTH NOT AWARDING MOXISIGN WITH A MATERIAL
PORTION OF THE 2010 TENDER.
In order to complete our proposed business plan Moxisign must be awarded a
material portion of the 2010 tender from the DOH. There is no guarantee Moxisign
will be awarded a material portion of the 2010 tender and as a result the
business could fail.
WE ARE AT RISK OF THE DEPARTMENT OF HEALTH NOT RENEWING OUR SUPPLY AGREEMENT
PAST THE 2012 PERIOD.
Once the initial 2010 DOH tender term has expired, in 2012 the company will have
to bid once again to renew the tender for an extended period of time. There is
no guarantee Moxisign will be awarded a material portion tender renewal and as a
result the business could fail.
IF WE ARE UNABLE TO ARRANGE A TECHNOLOGY PARTNERSHIP WITH API MANUFACTURING
CAPABILITIES OUR BUSINESS WILL FAIL.
In order to complete our proposed business plan we require a technology
partnership with a foreign API manufacturer. The main suppliers Moxising intends
on working with are located in China and India. If Moxisign is unable to arrange
a technology partnership our business will fail.
BECAUSE OUR OFFICERS AND DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT
BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Our officers and directors will only be devoting limited time to our operations.
Dr. Ramakrishnan intends to devote 50% of her business time to our affairs while
Mr. Lowe intends to devote less than 10% of his business time to our affairs.
Because our senior officers and directors will only be devoting limited time to
our operations, our operations may be sporadic and occur at times which are
convenient to them. As a result, operations may be periodically interrupted or
suspended which could result in a lack of revenues and a possible cessation of
operations. It is possible that the demands on Lisa Ramakrishnan and Steven Lowe
from their other obligations could increase with the result that they would no
longer be able to devote sufficient time to the management of our business. In
addition, Dr. Ramakrishnan and Mr. Lowe may not possess sufficient time for our
business if the demands of managing our business increase substantially beyond
current levels.
8
BECAUSE OUR DIRECTOR OWNS 31.25% OF OUR ISSUED AND OUTSTANDING COMMON STOCK,
THEY CAN MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO
MINORITY SHAREHOLDERS.
Our director, Lisa Ramakrishnan, owns approximately 80.92% of the outstanding
shares of our common stock. Accordingly, she will have a significant influence
in determining the outcome of all corporate transactions or other matters,
including mergers, consolidations, and the sale of all or substantially all of
our assets. She will also have the power to prevent or cause a change in
control. The interests of our directors may differ from the interests of the
other stockholders and thus result in corporate decisions that are
disadvantageous to other shareholders.
BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE
FUTURE.
We will be incurring losses until we build a break-even level of revenue.
Further losses are anticipated in the development of our business. As a result,
there is substantial doubt about our ability to continue as a going concern. Our
ability to continue as a going concern is dependent upon our ability to generate
profitable operations in the future and/or to obtain the necessary financing to
meet our obligations and repay our liabilities arising from normal business
operations when they come due. We will require additional funds in order to
provide proper service to our potential clients. At this time, we cannot assure
investors that we will be able to obtain financing. If we are unable to raise
needed financing, we will have to delay or abandon further consulting efforts.
If we cannot raise financing to meet our obligations, we will be insolvent and
will be forced to cease our business operations.
THE AMOUNT OF SHARES TO BE SOLD THROUGH THIS OFFERING MAY MAKE IT UNLIKELY THAT
WE WILL BE ABLE TO MAKE A SUCCESSFUL OFFERING OF OUR SECURITIES IN THE NEAR
FUTURE.
Our selling shareholders are offering a significant percentage (19.08%) of our
outstanding shares through this registration statement. As such, it is unlikely
that we will be able to make a successful offering of our securities to raise
capital in the near future.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There is currently no market for our common stock and we can provide no
assurance that a market will develop. We plan to apply for listing of our common
stock on the over the counter bulletin board upon the effectiveness of the
registration statement, of which this prospectus forms a part. However, we can
provide investors with no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize. If no
market is ever developed for our shares, it will be difficult for shareholders
to sell their stock. In such a case, shareholders may find that they are unable
to achieve benefits from their investment.
9
OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE
SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL
BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE
THE VALUE OF AN INVESTMENT IN OUR STOCK.
The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in "penny stocks." Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system). Penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document prepared by the
SEC, which specifies information about penny stocks and the nature and
significance of risks of the penny stock market. A broker-dealer must also
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker-dealer, and sales person in the transaction, and
monthly account statements indicating the market value of each penny stock held
in the customer's account. In addition, the penny stock rules require that,
prior to a transaction in a penny stock not otherwise exempt from those rules,
the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the trading activity in the secondary market for stock that becomes
subject to those penny stock rules. If a trading market for our common stock
develops, our common stock will probably become subject to the penny stock
rules, and shareholders may have difficulty in selling their shares.
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
We must raise additional capital in order for our business plan to succeed. Our
most likely source of additional capital will be through the sale of additional
shares of common stock. Such stock issuances will cause stockholders' interests
in our company to be diluted. Such dilution will negatively affect the value of
investors' shares.
WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.
We have never paid any dividends on our common stock. We do not expect to pay
cash dividends on our common stock at any time in the foreseeable future. The
future payment of dividends directly depends upon our future earnings, capital
requirements, financial requirements and other factors that our board of
directors will consider. Since we do not anticipate paying cash dividends on our
common stock, a return on your investment, if any, will depend solely on an
increase, if any, in the market value of our common stock
10
WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.
We have never operated as a public company. We have no experience in complying
with the various rules and regulations, which are required of a public company.
As a result, we may not be able to operate successfully as a public company,
even if our operations are successful. We plan to comply with all of the various
rules and regulations, which are required of a public company. However, if we
cannot operate successfully as a public company, your investment may be
adversely affected. Our inability to operate as a public company could be the
basis of your losing your entire investment in us.
As a public company we will incur additional costs including but not limited to
the following: Audit, Legal, Prospectus printing and drafting, SEC fees, Market
Maker, Transfer Agent, and EDGAR filing fees. These costs are expected to run
between $12,000 and $40,000 per year.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are most likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The selling shareholders will sell our shares at a fixed price of $0.003 per
share unless and until our shares are quoted on the OTC Bulletin Board. We
determined this offering price arbitrarily by adding a $0.03 premium to the last
sale price of our common stock to investors. There is no relationship between
this price and our assets, earnings, book value or any other objective criteria
of value.
We intend to apply to the OTC Bulletin Board through a market maker for the
quotation of our common stock upon our becoming a reporting entity under the
Securities Exchange Act of 1934. If our common stock becomes so traded and a
market for the stock develops, the actual price of stock will be determined by
prevailing market prices at the time of sale or by private transactions
negotiated by the selling shareholders. The offering price would thus be
determined by market factors and the independent decisions of the selling
shareholders.
DILUTION
The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders,unless the existing warrants are exercised.
11
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the
14,150,000 shares of common stock offered through this prospectus. These shares
were acquired from us in private placements that were exempt from registration
provided under Regulation S and Regulation D of the Securities Act of 1933. Some
shares were acquired outside of the United States by non-U.S. persons. The
shares include the following:
1. 14,150,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration
under Regulation S and Regulation D of the Securities Act of 1933 that
was completed on June 30, 2010;
The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion
of the offering; and
4. the percentage owned by each upon completion of the offering.
Total Number Of
Shares To Be Total Shares Percentage of
Offered For to Be Owned Shares owned
Shares Owned Selling Upon Completion Upon Completion
Name Of Prior To This Shareholders Of This of This
Selling Shareholder Offering Account Offering Offering
------------------- -------- ------- -------- --------
Athena Capital Ltd. 3,712,500 3,712,500 NIL NIL
Robin Phillips 1,000,000 1,000,000 NIL NIL
Berkshire Int'l Finance 3,500,000 3,500,000 NIL NIL
Fillmore East Food & Bev 3,000,000 3,000,000 NIL NIL
Julius R. Luthy 100,000 100,000 NIL NIL
Julius Luthy 100,000 100,000 NIL NIL
Thomas Mani 100,000 100,000 NIL NIL
Donald N Schnyder 100,000 100,000 NIL NIL
Heinz D. Zimmer 100,000 100,000 NIL NIL
Thor Enterprise International 50,000 50,000 NIL NIL
Mark Murphy 50,000 50,000 NIL NIL
Carmela Smedsrud 50,000 50,000 NIL NIL
Kelly Paolini 50,000 50,000 NIL NIL
Shelby Aldous 50,000 50,000 NIL NIL
12
Erin Murphy 50,000 50,000 NIL NIL
Torey Gault 50,000 50,000 NIL NIL
Claudia DiNatale 50,000 50,000 NIL NIL
Maria DiNatale 50,000 50,000 NIL NIL
Dennis Mendoza 50,000 50,000 NIL NIL
Vannarith Mak 50,000 50,000 NIL NIL
James Walls 50,000 50,000 NIL NIL
Andre Mailloux 100,000 100,000 NIL NIL
HealthInvest Partners LLC 500,000 500,000 NIL NIL
Indus Consulting Inc. 787,500 787,500 NIL NIL
Orly G. Leif 50,000 50,000 NIL NIL
Randy Leif 50,000 50,000 NIL NIL
Anna Castoro 50,000 50,000 NIL NIL
Michael Castoro 50,000 50,000 NIL NIL
Steven Figliolini 50,000 50,000 NIL NIL
Gold Coast Environmental 100,000 100,000 NIL NIL
Catherine A. Huard 100,000 100,000 NIL NIL
The named party beneficially owns and has sole voting and investment power over
all shares or rights to these shares. The numbers in this table assume that none
of the selling shareholders sells shares of common stock not being offered in
this prospectus or purchases additional shares of common stock, and assumes that
all shares offered are sold. The percentages are based on 74,150,000 shares of
common stock issued and outstanding on the date of this prospectus.
Except as listed below, to our knowledge, none of the selling shareholders or
their beneficial owners:
- has had a material relationship with us other than as a shareholder at any
time within the past three years; or - has ever been one of our officers or
directors or an officer or director of our predecessors or affiliates - are
broker-dealers or affiliated with broker-dealers.
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions. There are no arrangements,
agreements or understandings with respect to the sale of these securities.
The selling shareholders will sell our shares at a fixed price of $0.003 unless
and until our shares are quoted on the OTC Bulletin Board. We determined this
offering price arbitrarily by adding a $0.03 premium to the last sale price of
our common stock to investors. We intend to contact an authorized OTC Bulletin
Board market-maker for sponsorship of our securities on the OTC Bulletin Board.
Although we intend to apply for quotation of our common stock on the OTC
Bulletin Board, public trading of our common stock may never materialize. If our
13
common stock becomes traded on the OTC Bulletin Board, then the sales price to
the public will vary according to the selling decisions of each selling
shareholder and the market for our stock at the time of resale.
If applicable, the selling shareholders may distribute shares to one or more of
their nominees who are unaffiliated with us. Such nominees may, in turn,
distribute such shares as described above. If these shares being registered for
resale are transferred from the named selling shareholders and the new
shareholders wish to rely on the prospectus to resell these shares, then we must
first file a prospectus supplement naming these individuals as selling
shareholders and providing the information required concerning the identity of
each selling shareholder and he or her relationship to us There is no agreement
or understanding between the selling shareholders and any nominees with respect
to the distribution of the shares being registered for resale pursuant to this
registration statement.
For the purpose of this registration statement nominee will be defined as: (a) a
person or entity who is requested or named to act for another, such as an agent
or trustee, or (b) a potential successor to another's rights under a contract.
We can provide no assurance that all or any of the common stock offered will be
sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. The
selling shareholders, however, will pay any commissions or other fees payable to
brokers or dealers in connection with any sale of the common stock.
The persons listed in the following table plan to offer the shares shown
opposite their respective names by means of this prospectus. The owners of the
shares to be sold by means of this prospectus are referred to as the "selling"
shareholders". The selling shareholders acquired their shares from us in private
negotiated transactions. These shares may be sold by one or more of the
following methods, without limitations.
* A block trade in which a broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
* Purchase by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus;
* Ordinary brokerage transactions and transactions in which the broker
solicits purchasers
* Face to face transactions between sellers and purchasers without a
broker/dealer.
We may be deemed to me a shell company in accordance with the Securities Act of
1933. If we are deemed to be a shell company then our shares of common stock may
not be resold under Rule 144 of the Securities Act of 1933. Our shares would
only be able to resold through a registration statement declared effective by
14
the SEC or by meeting the conditions of Rule 144(i). Therefore it is possible
that you may not be able to sell your shares into the market place.
In competing sales, brokers or dealers engaged by the selling shareholders may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from selling shareholders in amounts to be
negotiated. As to any particular broker-dealer, this compensation might be in
excess of customary commissions. Neither we, nor the selling stockholders can
presently estimate the amount of such compensation.
The selling shareholders and any broker/dealers who act in connection with the
sale of the shares will be deemed to be "underwriters" within the meaning of the
Securities Acts of 1933, and any commissions received by them and any profit on
any resale of the shares as a principal might be deemed to be underwriting
discounts and commissions under the Securities Act.
If any selling shareholders enters into an agreement to sell his or her shares
to a broker/dealer as principal and the broker/dealer is acting as an
underwriter, we will file a post-effective amendment to the registration
statement, of which this prospectus is a part, identifying the broker/dealer,
providing required information concerning the plan of distribution, and
otherwise revising the disclosures in this prospectus as needed. We will also
file the agreement between the selling shareholder and the broker/dealer as an
exhibit to the post-effective amendment to the registration statement.
We have advised the selling shareholders that they and any securities
broker/dealers or others who will be deemed to be statutory underwriters will be
subject to the prospectus delivery requirements under the Securities Act of
1933. We have advised each selling shareholder that in the event of a
"distribution" of the shares owned by the selling shareholder, such selling
shareholder, any "affiliated purchasers", and any broker/dealer or other person
who participates in the distribution may be subject to Rule 102 of Regulation M
under the Securities Exchange Act of 1934 ("1934 Act") until their participation
in that distribution is complete. Rule 102 makes it unlawful for any person who
is participating in a distribution to bid for or purchase stock of the same
class, as is the subject of the distribution. A "distribution" is defined in
Rule 102 as an offering of securities "that is distinguished from ordinary
trading transaction by the magnitude of the offering and the presence of special
selling efforts and selling methods". We have advised the selling shareholders
that Rule 101 of Regulation M under the 1934 Act prohibits any "stabilizing bid"
or "stabilizing purchase" for purpose of pegging, fixing or stabilizing the
price of the common stock in connection with this offering.
No selling shareholder (other than the current officer/director) has, or had,
any material relationship with our officers or directors. No selling shareholder
is affiliated with a broker/dealer.
The selling shareholders must comply with the requirements of the Securities Act
and the Securities Exchange Act in the offer and sale of the common stock. In
particular, during such times as the selling shareholders may be deemed to be
15
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, they must comply with applicable law and may, among other
things:
1. Not engage in any stabilization activities in connection with our
common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Securities Exchange Act.
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which contains:
- a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading;
- a description of the broker's or dealer's duties to the customer and
of the rights and remedies available to the customer with respect to a
violation of such duties or other requirements;
- a brief, clear, narrative description of a dealer market, including
"bid" and "ask" prices for penny stocks and the significance of the
spread between the bid and ask price;
- a toll-free telephone number for inquiries on disciplinary actions;
- a definition of significant terms in the disclosure document or in the
conduct of trading penny stocks; and
- such other information and is in such form (including language, type,
size, and format) as the Commission shall require by rule or
regulation.
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer with:
- bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
16
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 250,000,000 shares of common stock at a
par value of $0.001 per share.
COMMON STOCK
As of June 30, 2010, there were 74,150,000 shares of our common stock issued and
outstanding that are held by 32 stockholders of record.
Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of our common stock representing a majority of the voting
power of our capital stock issued, outstanding and entitled to vote, represented
in person or by proxy, are necessary to constitute a quorum at any meeting of
our stockholders. A vote by the holders of a majority of our outstanding shares
is required to effectuate certain fundamental corporate changes such as
liquidation, merger or an amendment to our articles of incorporation.
Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
PREFERRED STOCK
We have authorized $10M of "blank check" preferred stock.
17
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
SHARE PURCHASE WARRANTS
We have issued warrants to purchase up to 7,859,375 shares of common stock at
$3.00 per share, currently exercisable for three years.
OPTIONS
We have not issued and do not have any outstanding options to purchase shares of
our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, an interest,
direct or indirect, in the registrant or any of its parents or subsidiaries. Nor
was any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
Scott P. Doney, Attorney at Law 3273 E. Warm Springs Las Vegas, NV 89120 has
provided an opinion on the validity of our common stock.
The financial statements included in this prospectus have been audited by
Silberstein Ungar, PLLC. To the extent and for the periods set forth in their
report appearing elsewhere in this document and in the registration statement
filed with the SEC, and are included in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.
DESCRIPTION OF BUSINESS
We were incorporated in the State of Nevada on April 21, 2010 and have not begun
operations. Vantage Health owns a 51% interest in Moxisign (PTY) Ltd.
("Moxisign"), a company incorporated in South Africa. Through our control of
Moxisign we intend 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 Antiretrovirals ("ARVs") in
18
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.
In order to achieve the proposed business operations the company must submit a
bid proposal to the South African government and be awarded a percentage of the
government supply contract. There is no guarantee the company will be awarded a
sufficient percentage of the supply contract to support profitable operations
and if they are unsuccessful in the bidding process the business could fail.
At this time no major API manufacturing plants exist in South Africa. In fact
there is only one small API plant in existence which doesn't manufacture any
Antiretroviral APIs. The South African government identified the pharmaceutical
manufacturing industry as a growth sector in South Africa's future planning, by
its inclusion in the 2010/11 to 2013 Industrial Policy Action Plan II ("IPAP
II") from the South African Department of Trade and Industry.
Moxisign's vision is to provide affordable ARVs to allow the South African
government to manage the crippling impact of HIV/ AIDS. By doing this, Moxisign
hopes to achieve its twin objectives of enabling those individuals with HIV to
lead normal extended lives, as treatment continues for the lifetime of the
patient, and secondly, establishing a successful and profitable South African
company within the pharmaceutical sector.
Moxisign originated when a group of well qualified and driven individuals with
proven expertise and successful track records in the medical and healthcare
industry decided to put together a company that would tackle the African
HIV/AIDS crisis. In addition, Moxisign's Board members have an established
pedigree with governmental hierarchy in South Africa. The combination of these
skills, coupled with the drive to make a positive difference makes for a company
with a formidable vision.
Currently a small number of companies control South Africa's pharmaceutical
supply industry. The South African Department of Health ("DOH") is determined to
break up this virtual monopoly, leading to a more open and transparent
pharmaceutical environment in South Africa. The current environment created by
the change in South African Industrial Policy and forthcoming tender allocation,
presents the opportunity for Moxisign to enter into this market.
The change in the political environment and the new government's ambitions in
addressing the AIDS crisis are highly favourable for Moxisign's plans.
The result of the growing demand for ARVs both in South Africa and sub-Saharan
Africa highlights a business opportunity, which in Moxisign's opinion has
significant long-term viability. Moxisign is aware that a suitable technology
partner is vital for the purposes of procuring raw material, intellectual
property, good manufacturing practice, and economies of scale, as well as the
required technical skills. This technology partner will be paramount to the
success of this venture. As a result, Moxisign is acting with due caution and
proceeding with the due diligence necessary in order to select the finest
technology partner globally.
19
The market for ARVs is clearly defined within this business case as well as the
rationale for an API manufacturing facility in South Africa. This plan confirms
Moxisign's educated belief that such a business venture is both commercially
viable in the short as well as the longer term, with the minimum of risk.
As a result of the desire expressed by the DOH and the South African government
for a local manufacturing facility, Moxisign is poised to take advantage of the
judicious timing and intends to become a leading manufacturer of ARVs for the
South African government.
At the time of filing this registration statement the company has begun the
development of a corporate website, raised $89,710 in share capital and
completed an audit of the company's financial statements ended June 30, 2010. We
have yet to implement our business model and our current focus is to obtain
effectiveness of our registration statement from the Securities and Exchange
Commission and apply for quotation on the OTC Bulletin Board.
STATE OF THE SOUTH AFRICAN HIV/AIDS EPIDEMIC
Currently 10% of the South African population is HIV positive with almost 1000
people dying of AIDS every day. As of 2010, South Africa carries a quarter of
the HIV disease burden in sub-Saharan Africa and a devastating sixth of the
global disease burden. South Africa's HIV epidemic shows no evidence of decline,
based on the Joint UN Programme on HIV and AIDS report from 2008.
The South African government's stated intention is to reduce, by June 2011, the
rate of infection by 50% and propose to achieve that by testing 15 million South
Africans. The DOH aims, by June 2011, to provide ARV treatment to 80% of those
who need it.
THE EPIDEMIC IN NUMBERS:
Adults with HIV 18.1%
People living with HIV 5,700,000
Number of people receiving ARV therapy 701,000
Number of people needing ARV therapy 1,700,000
AIDS related deaths annually 350,000
AIDS orphans 1,400,000
Life expectancy of patients on ARVs is near normal if treatment is started
appropriately. In a recent Botswana Study on the effectiveness of ARVs, the
average increase in lifespan is around 16 years.
There is a well-founded belief that South Africa pays more for some ARVs than
other African nations. Despite this, there are some local pharmaceutical
manufacturers that are reluctant to reduce their pricing of locally formulated
ARVs. This reticence, despite discounts being negotiated with pharmaceutical
companies by charitable institutions including the Clinton Foundation and
Clinton HIV/AIDS Initiative ("CHAI"), has distanced many pharmaceutical
companies from the SA government.
20
BACKGROUND: SOUTH AFRICAN PHARMACEUTICALS SECTOR
The South African pharmaceuticals sector is relatively well-constructed in most
components, with the glaring exception of the manufacture of active
pharmaceutical ingredients (APIs). The procurement of foreign APIs, formulation,
packaging, labelling and distribution of pharmaceuticals is widespread, together
accounting for the bulk of the country's 17 billion South African rand ("ZAR")
pharmaceuticals sector.
There is virtually no API production in South Africa. A number of attempts over
the last thirty years to study this deficiency have recommended several
suggestions as to how the situation could be improved. Despite this, no
development has occurred. Indeed, several pharmaceutical manufacturers and
private sector companies have actively considered API production, but all
without exception failed to make an investment and build local capabilities. One
local small South African company which manufactures APIs in South Africa has
not expanded to produce ARV APIs. The major constraints to growth have until
recently been the small South African market and an export-averse culture, which
prevents economy of scale being achieved. As a result South African based
companies have not been competitive. This experience is in stark contrast to the
significant growth in API production seen in other countries including India,
South Korea and China.
The South African HIV/AIDS epidemic and the predicted demand for ARVs have
changed this situation. According to the HIV and AIDS strategy (HIV & AIDS and
STI Strategic Plan for South Africa 2007-2011), there will be 1.4 million people
requiring ARVs by 2011. The national procurement cost for ARVs will be
approximately ZAR4.3 billion per annum (2005/6 prices, including adults and
children, assuming 80% coverage and high compliance). The demand for ARVs is
projected to be approximately 700 tonnes per annum (Tpa) of APIs in South
Africa.
Moxisign believes that the existence of this growing market will not on its own,
encourage or stimulate private sector investment, because the components of the
ARV treatment regimens are variable. Although there is some certainty around the
total demand, the actual ARVs and APIs that will be procured, may change on a
three year cycle based on World Health Organization treatment guidelines.
Furthermore, newer ARVs may be developed which have greater efficacy and
improved side effect profiles, or currently patented ARVs may come off their
patents permitting their use in generic form, which only then will make them
affordable in Africa.
21
Table 1: Standardised National HAART (Highly Active Anti-retroviral Treatment)
regimens for adults and adolescents:
1st Line
--------
All new patients needing TDF + 3TC/FTC + EFV/NVP For TB co-infection EFV is
treatment, including preferred. For women of
pregnant women child bearing age, not on
reliable contraception, NVP
is preferred.
Currently on d4T based d4T + 3TC + EFV/NVP Remain on d4T if well
regimen with no side tolerated. Early switch
effects with any toxicity.
Subsitute TDF if at high
risk of toxicity (high BMI,
low Hb, older female)
Contraindication to AZT + 3TC + EFV/NVP
TDF: renal disease
2nd Line
--------
Failing on a d4T or TDF + 3TC/FTC + LPV/r
AZT-based 1st line
regimen
Failing on a TDF-based AZT + 3TC + LPV/r
1st line regimen
Salvage
-------
Failing any 2nd line Specialist referral
regimen
Table 2: Standardised National HAART regimens for infants and children: NB
Treatments once commenced are for the lifetime of the patient
1st Line
--------
All infants and children ABC + 3TC + LPV/r
under 3 years
Children 3 years or older ABC + 3TC + EFV
Currently on d4T-based Can continue Substitute - once lipodystrophy
regimen with no side effects suspected
2nd Line
--------
Children above 3 years AZT + ddl + LPV/r
Failed ABC + 3TC + EFV
Failed on AZT or ddl- ABC + 3TC + LPV/r
based regimen
Failed on LPV-based Refer Specialist advice necessary
regimen and/or hospital referral
Infants under 3 years Refer Specialist advice necessary
failing 1st line and/or hospital referral
Salvage
-------
Failing any 2nd line Specialist referral
Index:
TDF: Tenovofir NVP: Nevirapine
ddl: Dideoxyinosine AZT: Zidovudine
3TC: Lamivudine LVP/r: Lopinavir
FTC: Emtricitabine ABC: Abacavir
EFV: Efavirenz
22
The value chain of the South African pharmaceutical sector, from the fine
chemical intermediates to the final `ready for sale' product, is considered
below. The sector is uniquely characterized with regard to the following:
* The local manufacture of APIs is almost non-existent; the total value
of APIs, as utilised for formulation and including the API-equivalent
of imported finished product, is estimated to be about ZAR6.5 billion
(or 37% of the total pharmaceutical market. Of this only ZAR150
million (or 2.3%) is locally produced, based on figures supplied by
the Department of Trade and Industry (`DTI'). The situation for ARVs
is considerably worse, as there is no local ARV API production at all.
* The local formulation sector is comparatively strong; 59% by value of
the total pharmaceutical market is locally formulated. Based on
information obtained from the Medicines Control Council, there are at
least 77 registered manufacturing entities in South Africa. Although
many of the companies have relatively small and unsophisticated
facilities, there are several large sites which are capable of large
volume production of a variety of pharmaceutical products.
* The local market is split between the private and public sector, with
the public sector market comprising 21% of the total market by value,
but approximately 70% by volume. The private market in turn, consists
of "over the counter" medicines and prescription medicines, with the
relative proportions by value being 30% and 70% respectively. The
prescription medicines market (total value is ZAR9.8 billion p.a.)
consists of branded and generic products, with the branded products
being 78% by value and only 50% by volume, thereby implying that the
average branded product is 3.5 times more expensive than generics.
* Pharmaceutical exports, whether at the level of APIs or at the level
of formulated medicines, are low in comparison to the total value (4%
of the total local formulated product output); as a result there is a
noticeable trade imbalance for the sector (estimated to be about
ZAR11.8 billion, with the inclusion of imported APIs and formulated
products). The growing demand may exacerbate this problem. The
possible additional foreign import burden from the escalating ARV
programme may reach ZAR4.5 billion per annum, although this figure is
highly dependent on the actual ARV API components and whether these
will be locally formulated.
* A number of studies have previously referenced the declining
employment levels within the sector and the absence of new investment.
This situation has slowly improved over recent years, with some new
investment in formulation plants by a number of companies, including
Aspen Pharmacare, Ranbaxy and Enaleni.
* According to `The Business of Health in Africa' report commissioned by
the International Finance Corporation of the World Bank, the value of
ex-factory generics formulated in South Africa, was USD$735 million,
or about ZAR5.1 billion in 2008; this implies that generic formulation
accounts for about 50% of total formulated production.
23
* The same report also notes the existence of an extensive informal
health sector in sub-Saharan countries, a sector that includes
traditional healers and sellers of herbal medicines (including many
HIV herbal "remedies"). It is estimated that expenditure in the
informal sector may amount to 13% in countries such as Zambia, and in
Nigeria, roughly 50% of the population patronize either traditional
healers or medicine dealers. The figures for South Africa are not
known and have not been included in the overall sector summary.
In summary, the pharmaceutical sector in South African is characterized by many
unique features which are all important, although it is quite clear that the
limited capacity in ARV API manufacture is an obvious shortcoming. This latter
predicament creates the fundamentals for Moxisign's business case. Moxisign
could potentially become a key participant and driver in this industry space.
IMPORTANCE OF LOCAL API PRODUCTION
Moxisign believes that the long term success of the ARV programme in South
Africa is likely to become dependent on the development of local API
manufacturing and resultant ARVs. The putative benefits of regional production
of ARVs are listed below:
DIRECT BENEFITS
POTENTIAL COST SAVINGS. A dedicated ARV API facility in South Africa would be
competitive against the lowest cost international producers on the basis of
improved process technology, continuous (as opposed to batch) processing, and
better economies of scale. The extent of the cost saving depends on which APIs
are being manufactured and what processing steps are required. However, the
following general comments can be made:
* Most APIs are produced in batch chemical plants which are highly
inefficient from an asset utilization perspective. Such plants are
generally oversized for the required capacity and operate according to
long batch processing cycles. A dedicated facility, which has been
explicitly designed to manufacture only a few APIs, would provide a
lower cost platform for ARV API production.
* Secondly, the process technology itself has been considerably improved
over the last few years through innovative technology. Many of the
established producers are constrained by old processes and
technologies; new entrants have greater flexibility to innovate and
select more efficient process routes.
* Thirdly, a South African facility will, in theory, have significant
economy of scale. The volume requirement of the most important ARV
drugs in the current treatment regimen is projected to be 150 and 360
Tpa for tenofovir and efavirenz respectively. In pharmaceutical terms,
the combined requirement for just these two components is considerable
(510 Tpa) and will, in the opinion of Moxisign's management, provide
the necessary efficiency for a production facility.
24
RELIABILITY OF SUPPLY. A successful highly active antiretroviral treatment
(HAART) program depends on 100% security of supply. An interruption to the
supply of APIs, and hence the prescribed ARVs, may cause a resumption of high
HIV viral loads and the possibility of developing widespread resistance to
existing ARV treatment regimens. It is therefore critical that the supply of ARV
APIs be guaranteed. Local production will improve the security of supply, and
extend procurement options.
QUALITY STANDARDS. Local production with regular surveillance on quality control
issues in conjunction with health authorities would guarantee quality standards
without compromising on cost.
FOREIGN IMPORT SAVINGS. The average price for the ARVs required is $950 to
$1100/kg. By 2012 the total import bill for the estimated South African HAART
procurement program will be about ZAR4.9 billion (2007 prices; this figure is
assuming 1.75 million patients are on HAART and based on a fully imported API
that is locally formulated). Local production may, to an extent, offset in part
this foreign exchange exposure and import deficit. It is estimated that the cost
of importing the relevant raw materials is about 55% of the API cost (dependant
on the API) and hence implies a foreign import saving of at least ZAR2.4 billion
per annum. The latter figure excludes any foreign currency earnings through the
export of ARV APIs to other countries.
INDIRECT BENEFITS
DEVELOPMENT OF THE CHEMICALS SECTOR. The need to diversify the manufacturing
sector, and in particular to stimulate production of more profitable, high
technology products, has been emphasized in several recent policy documents. It
is also an objective of the National Industrial Policy Framework of the
Department of Trade and Industry South Africa, in which the pharmaceuticals
sector has been identified as key. Over the last twenty years there has been
strong growth within this sector, to the extent that it now forms a major part
of the high technology activities of many developed countries, alongside
telecommunications and information technologies.
EXPORTS. A local API producer could also become a significant exporter, using
South Africa as a gateway into sub-Saharan African markets. Although the initial
intention is to develop a local supplier of a highly strategic product,
ultimately this could assist in building a regional API production capacity
which would benefit the entire African continent. From a macroeconomic view,
this may help improve the South African current trade imbalance. But this will
also depend on the products themselves, their patent cover and the scope of any
voluntary license agreements which may cover patent issues.
DEVELOPMENT OF HUMAN CAPITAL. Most of the essential skills for a successful API
manufacturing sector are already well developed in South Africa within academic
institutions (organic chemistry, chemical engineering, mechanical engineering,
pharmacology, etc). But experienced professionals with knowledge of
pharmaceutical manufacturing within an industrial environment are very limited.
The main reason for this gap is the lack of a local API industry. In Hyderabad
India, much of the impressive growth of the API manufacturing sector can be
linked to the initial commitment of Dr K A Reddy and the establishment of his
25
company "Dr Reddy's Laboratory" in 1984. The history of the API industry in
Hyderabad is an interesting example of how an initial "toe in the water" went on
to snowball into a highly developed, populated and profitable industrial sector.
Moxisign has positioned itself to become a major South African API manufacturer
which should result in a close working relationship with the South African
government.
The `Business of Health in Africa' study on the health sectors in sub-Saharan
countries, noted that African manufacturers operate at a cost disadvantage
relative to the larger Indian generics companies. This is primarily due to being
small scale, with a relatively expensive asset base, combined with older
technology and high financing costs, as well as the lack of integration with any
API production. These factors are not necessarily applicable to a newly formed
dedicated ARV API facility. Nevertheless, it is evident that better integration
between formulators and API producers may indeed increase the overall cost
effectiveness of the pharmaceuticals sector.
Moxisign believes there are numerous benefits to local API manufacturing. This
is confirmed by the DTI which has identified this specific sector as one of its
pillars of the IPAP II, and is, in Moxisign's opinion, a fairly reasonable
prognosticator of support from the South African government for this venture.
SOUTH AFRICA'S PROJECTED DEMAND FOR ANTIRETROVIRALS
On the assumption that the number of patients will rise to 1.8 million by 2012
(consisting of 100 000 children and 1.7 million adults), and that 80% of
patients will be on the first line ARV regimen, the projected demand for ARVs
and the estimated costs of their APIs is shown in Table 3. These data are
generated under the assumption that the standard of care for the first line ARV
regimen will remain a triple therapy consisting of two nucleoside reverse
transcriptase inhibitors (NRTIs) and one non-nucleoside reverse transcriptase
inhibitors (NNRTI). This regimen, and in particular the combination of
tenofovir, lamivudine or emtricitabine, and efavirenz or nevirapine, has
recently been shown as being the most effective in the long term control of HIV.
TABLE 3: 2012 DEMAND FOR THE TOP FIVE ARVS:
Estimated cost as API
API DEMAND (Tpa) (2008 R/annum)
--- ------------ --------------
Tenofovir 135 669,023,257
Lamivudine 163 284,077,568
Efavirenz 325 1,296,875,853
Nevirapine 36.1 65,873,059
Zidovudine 36.1 96,064,878
TOTAL 695.2 2,411,914,615
It is note-worthy that the most popular regimen in the developed countries is
the co-formulated product of Atripla, which is a tenofovir, emtricitabine and
efavirenz combination. However this product is patent protected and is unlikely
to be affordable in developing countries until at least 2016. As a result, it is
considered that the key ARV/APIs for the sub-Saharan Africa region will be
26
tenofovir, lamivudine, efavirenz, nevirapine and zidovudine, the latter due to
its importance in post exposure prophylaxis and in the prevention of mother to
child transmission.
Prices of the newer APIs are still decreasing in the short term, as a result of
process innovation improving the overall cost of manufacture. Whereas older
products have stabilised at a relatively optimal level and further improvements
are not anticipated.
It is estimated that the total cost of procurement, based on longer term prices
remaining at the 2008 cost and the South African rand trading at a relatively
stable international exchange rate, will be about ZAR2.4 billion for just the
top five ARV APIs.
AVR/AVI PRODUCTION
Tenofovir is a nucleotide reverse transcriptase inhibitor. It was initially
developed by the Czech scientist Prof Antonin Holy in the late 1970s and was
much later licensed to Gilead Sciences, Inc., in the US. Approval by the US
Federal Drug Administration for the treatment of HIV/AIDS was granted in 2001
(Viread). The molecule is actually a nucleotide (and not nucleoside) reverse
transcriptase inhibitor, and is similar in structure to the GSK product
Abacavir, but with improved efficacy and less side effects. Although the active
compound is tenofovir, the drug is made and sold in the prodrug form, tenofovir
disoproxyl fumarate (TDF) since this form is better absorbed, although its
bioavailability is still only 25%.
Synthesis of TDF proceeds through a number of steps (see Figure 1), the most
significant of which is the conversion of PMPA hydrate to the disoproxyl form.
Traditionally this step has only been possible in low yield but recent process
innovations have improved this yield. In addition, the price of the key raw
material magnesium butoxide has been reduced from approximately $239/kg to
around $72/kg, resulting in considerable cost savings to the final product.
FIGURE 1: CHEMICAL STRUCTURE OF TDF:
[GRAPHIC SHOWING THE CHEMICAL STRUCTURE OF TDF]
27
An estimated cost of production for TDF is given in Table 4; it is noted that
62% of the cost is due to the cost of the raw materials, some of which can be
sourced locally. The extent of local procurement is important since this will
determine the magnitude of the foreign import savings. It is calculated that 21%
of the raw materials can be sourced locally and that the total non-imported
component of the cost of production will be $324.47/kg TDF or 43% of the overall
cost of production (see Table 5). In other words, if one assumes that the total
annual cost of procurement for TDF is approximately ZAR670 million per annum,
the total foreign import savings on TDF alone will be around ZAR337 million per
annum at present exchange rates, and the local value addition could be as much
as ZAR204 million or 30% of the total cost of procurement.
Table 4: Breakdown of TDF cost of production:
Component Cost ($/kg) Contribution to Total Cost (%)
--------- ----------- ------------------------------
Calculatted Raw Matieral Cost 468.13 61.7%
Direct Manufacturing Expenses 156.43 23.2%
Indirect Manufacturing Expenses 26.48 3.9%
Administrative Overhead 32.55 4.8%
Margin 34.18 4.7%
Financing Costs 12.49 1.6%
------ ------
TOTAL API COST 730.26 100%
====== ======
Table 5: Non-typoimported component of the TDF cost of production:
Component Sub-Item Cost (US $/kg) Contribution (US $/kg TDF)
--------- -------- -------------- --------------------------
Raw Materials Triethylamine 2.32 2.6
Cyclohexane 2.29 20.3
Fumaric Acid 1.69 0.9
Dimethyl Formamide 1.44 11.4
Iso Propyl Alcohol 1.32 29.0
Ethyl Acetate 1.26 12.1
Toluene 1.16 2.2
Acetone 1.09 2.9
Sodium Sulphate 1.02 1.7
Acetic Acid 0.87 0.7
Caustic Soda Lye (48%) 0.60 3.7
Methanol 0.54 8.9
Sodium Bicarbonate 0.49 0.1
Direct Power 25.59
Manufacturing Steam (Coal) 19.40
Expenses Production Consumables 15.75
Repair & Maintenance 33.54
Salaries 40.07
Effluent 0.93
Analytical Charges &
Other QC Expenses 7.40
Water 2.51
Other (Air, etc) 11.26
Indirect Plant Depreciation
Manufacturing (assumes mainly local) 24.02
Expenses Admin and Overheads 32.55
Working Capital 12.49
Other 2.46
------
TOTAL 324.47
======
28
As detailed in Table 4, it is calculated that the local cost of production will
be approximately $730/kg TDF, which is equivalent to the present API purchase
price, but 10% higher than the estimated 2012 international price of $670/kg
TDF. As a result, a top tier technology partner is required to lower the cost of
production as well as the costs of the raw materials. In addition it is
advisable to formulate the complete drug "cocktail" and supply this to
government as a tablet that generates a reasonable profit margin for Moxisign.
GOVERNMENT SUPPORT
There are a number of options available to the South African government to
encourage upstream API investment and development of a robust pharmaceutical
industry. These range from the establishment of a state pharmaceutical company,
to the provision of incentives to wholly owned private companies. In assessing
the various options, the following aspects of the ARV API market need to be
considered:
* The market is presently cost-driven. The API prices are set on a cost
plus model, with the market leader being the lowest cost producer. In
this respect, ARV API'deltete's have become commodity chemicals. This
is the result of intervention by various international organisations
such as the Clinton HIV/AIDS Initiative and US President's emergency
plans for Aids relief ("PEPFAR"), which have used their market power
and the convincing arguments around extending access to life-saving
medicines to drive down API prices.
* The older the API, the lower the margins. As products mature, the
selling price tends to reflect only the direct costs (variable and
fixed), with all indirect costs either fully depreciated or absorbed
into other products.
* Chinese and Indian API producers benefit from national incentives and
subsidies which are intended to stimulate the pharmaceutical industry.
As a result, the international selling price of APIs is often at a 20%
to 30% discount when compared to the local price, and by implication,
when compared against the full cost of production. It is assumed that
the South African government would also support local API production
similar to that of foreign competitors.
* As a consequence of the narrower margins, competitive advantage for a
single producer is principally achieved through a technology
advantage, and to some extent through integration with formulation.
The lowest cost producer is generally the producer who has managed to
lower the cost of production through process innovation. This aspect
cannot be overemphasised; in any proposed arrangement for local
production, access to modern competitive ARV API process technology is
fundamental and could be the difference between success and failure.
Such technology is generally not traded; therefore a royalty of
between 5% and 10% of net sales (or net revenue) is anticipated.
Alternatively, a Moxisign/foreign pharmaceutical company Joint Venture
could also be formed.
29
* The initial capital investment is expected to be significant. It is
recommended that a new facility be constructed or purchased and that
such a facility be scaled to manufacture up to 600 Tpa of API. The
cost of such a facility is estimated at USD$20 million, depending on
the selection and number of APIs manufactured. It is also estimated
that the facility will require at least 18 months to become
operational. It is Moxisign's intention to produce multiple APIs in
the facility for a wide variety of chronic disease medications
including treatment for tuberculosis. This will assist in achieving
production economies of scale as well as diversifying the product
offering.
* The components of the treatment regimens change relatively quickly and
some flexibility will be essential in the local ARV API manufacturing
capacity. This can be achieved more easily with the latest technology.
However, even in the best of circumstances, this capacity cannot be
switched instantaneously; it will require a lead time of around 12
months for any manufacturer to be able to make a switch from, say TDF
to EFV. As a result, a close liaison between Moxisign and the DOH is
essential in making this venture successful.
* The pharmaceutical value chain consists of a complex network of design
companies, raw material suppliers, formulators, financiers, etc.;
starting from a zero baseline the development of these networks would
be very difficult, perhaps even insurmountable, for a new entrant.
Therefore, it is important to be able to draw on the experience and
expertise of existing producers and formulators if this business case
is to proceed successfully. Some especially important aspects are
implementation of Good Manufacturing Practice ("GMP"), Good Laboratory
Practice ("GLP"), and Good Automated Manufacturing Practice ("GAMP")
which are essential in order for the facility to receive regulatory
approval. This approval can take up to 3 months post commissioning.
Thus, obtaining the support of the South African government could
expedite this process.
* Perhaps the most compelling reason for the South African government to
give some form of support to this project is because the South African
government appears under pressure to dissociate itself from the
previous tender process which had only a single company being able to
bid on certain ARVs, resulting in an anti-competitive market. The
South African government believes it is crucial to let competitive
market forces determine the costs of procurement, rather than dealing
with only one company that apparently holds the current monopoly.
This last point also explains the South African government's rationale for
changing the conditions of the forthcoming tender. The South African government
has now set a predetermined maximum price that it is prepared to pay for each
ARV. This tender has also paved the way for companies to bid without having
their ARVs approved and registered with the Medicines Control Council ("MCC"),
as they will permit registration to occur as tender bids are appraised. The DOH
has offered to ensure that registrations for ARVs are fast tracked.
The South African government's support in other areas includes construction of a
new building to house the MCC, which has been funded by the Centre for Disease
30
Control and prevention ("CDC" see below) and in conjunction with Columbia
University. This will speed up the registration of new ARV drugs from 4-6 months
to 4-6 weeks
The CDC Global AIDS Program ("GAP") South Africa office was launched in June
2000. Since then CDC has been supporting the DOH through activities focusing on
preventing transmission of HIV/AIDS, treatment and care of those who are already
infected with HIV, and increasing laboratory capacity.
The South African government's support for local production over foreign
companies is highlighted by the example in the last ARV tender process in 2007,
where the South Africa government supported a local formulator over foreign
competition, despite the local bid being around 40% more expensive than the
equivalent bid from a competing foreign pharmaceutical company.
PROPOSED BUSINESS CASE: PRIVATE SECTOR ENTITY WITH PUBLIC SECTOR INCENTIVES
The South African government has suggested that it may provide direct incentives
to private sector companies for investment in API production. Such incentives
could include a variety of measures including tax allowances, capital equipment
write-offs and price preferences. The advantage of this approach from a
government perspective is that it carries relatively little risk; should the
entity not succeed, most of the capital exposure will be carried by the private
sector company.
The South African government also has in place the following set of incentives:
DTI Investment Program Grant: Cash grants of up to 15% of the cost of
capital investment.
Foreign Investment Grant.
Industrial Development Corporation provides loan financing.
Export marketing assistance is also available from the DTI.
These incentives can only be specifically quantified once Moxisign has initiated
a comprehensive manufacturing plan.
POTENTIAL TECHNICAL PARTNERS
Low cost API producers are clustered between India and China. On account of the
existence of some of India's larger API producers currently in the South African
market, coupled with the hunger for market share demonstrated by Chinese
pharmaceutical companies. Moxisign is firmly of the opinion that a Chinese
pharmaceutical manufacturer would be the first choice for a technology partner.
Moxisign has identified a number of Chinese manufacturers and is currently in
the process of scrutinizing the appropriate in-line partner; although the final
selection will only be decided once due diligence has been completed.
31
LOCAL PARTNER AND BLACK ECONOMIC EMPOWERMENT (BEE)
Black Economic Empowerment ("BEE") was a policy introduced by the first
democratic government in South Africa in 1994. The aim was to harmonize the gaps
created in the South African economy by the previous Apartheid government.
BEE aimed to:
* Increase ownership of equity in companies by Previously Disadvantaged
Individuals ("PDI"). A minimum benchmark was set at 26% and some
sectors now call for 40%.
* Increase Management and Board of Directors participation by PDIs
* Encourage Skills development and transfer
* Create a more equitable economic environment to allow for BEE
companies to emerge and grow
A PDI is defined as:
* A non white citizen or permanent resident who has had residency prior
to 1994
* A woman
* A disabled person
All South African government departments and businesses make use of the
Department of Trade and Industry's BEE scorecard as a gatekeeper for tenders.
This scorecard weighs scoring based on ownership, management, structure,
employment of women and the disabled as well as skills development initiatives.
This has been extended to include local manufacture and assist in the goal of
sustainable job creation.
From 1994 to 2004 the BEE system was allegedly abused, as it seemingly created
an elite group of politically affiliated black business individuals who enjoyed
portfolio stakes in multiple large entities without any change to management or
policies. According to the South African government, this failed the goal of BEE
as it did not distribute the economic benefits equitably. South African
government has, since 2004, favoured the implementation of Broad Based Black
Economic Empowerment ("BBBEE"), which represents and benefits larger groups of
people.
It is imperative for Moxisign to include a BBBEE consortium which consists of
multiple skills and advantages as the local terrain in South Africa is unlike
any other. Furthermore, a grasp of the country's policies as well as
relationships with the relevant stakeholders are essential for success. Thus,
Moxisign has sought to create a consortium to make up its BBBEE component.
32
The consortium may include Kopano Ke Matla Investments (Pty) Ltd., ("Kopano").
Kopano is the investment arm of the South African trade union federation COSATU,
which benefits over 2 million members. Kopano is the largest BBBEE group in
South Africa and has stakes in numerous companies such as Saatchi and Saatchi,
Hernic FerroChrome (Mitsubishi), Ansaldo STS Rail, Airports Company of South
Africa (ACSA) among others. Also included will be NEHAWU, the investment arm of
the Allied Health Workers and Nurses Un
The second group within the consortium is led by Dr Peter Matseke one of the
first black South African medical doctors in South Africa. Dr Matseke is
actively involved in South Africa's health and medical sector as the founder and
Chairman on the Clinix Health Group, the leading BBBEE hospital group with 6
hospitals, targeting the gap between public and private healthcare. Dr. Matseke
has joined the Board of Moxisign as Chairman.
The third group is made up of multiple individuals who have the political
insight, lobbying ability and the will to ensure that a project of this nature
is acknowledged and promoted at the highest levels and that government support
across the relevant government ministries is achieved.
Finally, Moxisign will create an education trust that will benefit the growth of
an industrial pharmaceutical industry in South Africa, supporting home grown
research and development and the establishment of an API industry within the
country. The South African government has warmly welcomed this undertaking.
This consortium should provide the foundation for Moxisign to thrive in South
Africa, as the participants have broad skill sets and are all aligned with South
African government policies which should, in the opinion of Moxisign management,
ensure that Moxisign is astutely politically aligned and also compliant with all
South African government policies.
DEPARTMENT OF HEATH (DOH) ARV TENDER 2010
The DOH ARV tender for 2010 is already up for renewal (originally due in March
2010) and the tender has now been advertised.(www.globalerfx.com) advertisement
of a new tender The tender advertisement had been T delayed due to the fact that
only a single company (the South African company whose bid was successful at the
last tender) has MCC registration for the new ARV drug cocktails of choice (TDF
based).
In July 2010 the South African government published a two year year supply
tender advertisement. The reason for the abbreviated period ( tenders are
usually for three years), is apparently due to the fact that the DOH wishes to
enter into longer term arrangements with pharmaceutical manufacturing companies
who are committed to local API manufacture. These successful pharmaceutical
companies may ultimately form the closed pool of bidders, who potentially may
only need to negotiate new pricing for supply of ARV's every twelve months, for
a period of ten years, rather than having to resubmit tenders every three
years in anticipation of supporting emerging pharmaceutical companies, the DOH
33
will historically allow a company to tender without having the specific drugs
registered first with the MCC. The bidding company will most likely be given 4
months to achieve registration of the drugs with the MCC. The South African
government has indicated that it will lend its support to the MCC to assist in
"fast tracking" these registrations.
The value of this forthcoming two year tender is expected to be in the region of
ZAR3.8 bllion per yearand it is possible that each preferred supplier could be
allocated the equivalent of approximately US$100 million of ARV orders for the
first year, although there can be no assurance that this will actually be the
case. This current tender should enable the DOH to provide ARVs to approximately
820 000 patients, with this number growing closer to 1.4 million patients by
2012 for the next tender as tabled above.
If Moxisign fails to secure a material portion of the ARV tender, Moxisign would
still be committed to phase 2 (provided we have the tacit support of the South
African government, through grants and incentives) and phase 3, which would
obviously augment Moxisign's chances significantly of securing a portion of the
next longer term tender in 2012.
COMMERCIAL VIABILITY
The value of the forthcoming ARV tender and the predicted growth in demand for
ARVs underpins the financial viability of Moxisign's business case for the
establishment of an API manufacturing facility. In the event that Moxisign is
awarded a material portion of the June 2010 tender, this could generate sales
revenue in the order of approximately $100 million per annum with projected
annual growth of 20%. If Moxisign is successful with its bid in this 2010, 24
month South African government tender, then Moxisign could potentially be
favorably positioned for the subsequent longer term South African government
tender in .2012
Current cost analysis from China indicates a pre tax profit margin of
approximately 15% to 20% on ARV API `s. Although, and until such time as a
technology partner is approved and a supply agreement negotiated, trading
margins cannot be accurately forecast
FIRST YEAR REVENUES
The data below is forward looking and includes the first year of tender only as
during this period we will be importing fully formulated ARV. These revenue
projections will undeniably decrease in the forthcoming years as we develop our
own production facilities. Figures are in US$ and assume Moxisign being awarded
a 20% portion of the government tender. There is no guarantee Moxisign will be
awarded any portion of the government tender. During the first year Moxisign
will be supplying fully formulated ARV to meet tender requirements. Gross profit
margins are projected to be 37%. for TDF
Cost Per Unit $ 12.00
Sales Price Per Unit $ 19.00
-----------
Gross Profit $ 7.00
===========
34
The total tender is estimated to be 609,000 patients requiring monthly supply of
TDF. If Moxisign is awarded 20% of the tender management believes that this will
amount to $10.2 million in profits.
Profit Per Unit $ 7.00
Patients 121,000
-----------
Monthly Gross Profit $ 847,000
-----------
Annual Gross Profit $10,164,000
===========
SUMMARY
Vantage Health owns 51% of Moxisign. At the time of filing this registration
statement the company has raised $89,584 in share capital and completed an audit
of the company's financial statements ended June 30, 2010. We have yet to
implement our business model and our current focus is to obtain effectiveness of
our registration statement from the Securities and Exchange Commission and apply
for quotation on the OTC Bulletin Board.
Moxisign believes that the timing of this business venture is fortuitous and the
vision outlined within this business case is promising, for a number of reasons:
The South African government's insistence on the establishment of a local ARV
API manufacturing industry foreshadows a great business opportunity for
Moxisign.
The change in the ARV treatment programmes: Tenofovir has become the drug of
choice necessitating a change in the tender requirements, and the reluctance of
the South African government to award the tender to only one pharmaceutical
company affords Moxisign the opportunity to participate in current and future
government tenders.
The South African government's commitment to treat 1.6 million patients by 2014,
and their pledge to have 15 million people tested for HIV by June 2011, should
serve to underpin revenue growth.
These are all critical and positive contributory factors to the timing of
Moxisign's proposed tender bid.
The South African government budget for ARVs is projected to grow to over ZAR5
billion per annum by 2012 and Moxisign intends to position itself to be among
the preferred suppliers for a material portion of this business. Moxisign
intends to select the most suitable technology partner to ensure the lowest
possible cost of production and maximum margin efficiency, thereby maximizing
profitability. The government support garnered via the BBBEE consortium should
also ensure that Moxisign's intentions, direction, capabilities and commitment
are conveyed to the DOH and the South African government, counteracting the
possibility of anti-competitive behaviour from various competitors which may
have previously enjoyed a monopoly.
35
Finally, the phased approach proposed due to the imminent timing of the 2010
tender should complement Moxisign's intentions to reinvest profits from its full
importation of ARV's in the first 6-12 months, into the roll out and
commissioning of Moxisign's API manufacturing facility.
Moxisign is committed to helping improve the lives of millions of Africans. The
demand for treatment of HIV/AIDS is pressing and growing in South Africa and the
African continent.
THERE IS NO GUARANTEE THAT MOXISIGN WILL BE AWARDED TENDER FOR THE 2010 YEAR OR
THE YEARS BEYOND. IF THE COMPANY IS UNABLE TO PROCURE A MATERIAL PORTION OF THE
2010 TENDER THE BUSINESS WILL FAIL AND YOU COULD LOSE YOUR INVESTMENT.
RESEARCH AND DEVELOPMENT
We have not incurred any other research or development expenditures since our
incorporation.
SUBSIDIARIES
We do not have any subsidiaries, other than our 51% ownership of Moxisign.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
GOVERNMENT REGULATIONS
Moxisign will conform to South African government policy, including IPAP II,
whilst also noting that one of the principal drivers of this project is the
current criticism regarding the previous ARV tender in 2007.
Moxisign is cognizant of this IPAP II policy alignment, as any endeavour to
establish a new industry without fitting into defined government policy may face
hurdles. The timing, in the opinion of Moxisign's management, is excellent for
Moxisign to put its plans into operation. In addition, the current social and
economic conditions appear optimal for Moxisign to implement its business case.
We have attached the IPAP II document and the website address for the MCC.
OFFICES
Our business office is located at Suite 640, 11400 West Olympic Boulevard, Los
Angeles, California 90064-1567. Our telephone number is (310) 477-5811. We do
not pay any rent to Lowe Law and there is no agreement to pay any rent in the
future. Upon the completion of our offering, we intend to establish an office
elsewhere. As of the date of this prospectus, we have not sought or selected a
new office site.
36
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize.
STOCKHOLDERS OF OUR COMMON SHARES
As of the date of this registration statement, we have 32 registered
shareholders.
RULE 144 SHARES
A total of 60,000,000 shares of our common stock are available for resale to the
public in accordance with the volume and trading limitations of Rule 144 of the
Act. The SEC has recently adopted amendments to Rule 144 which became effective
on February 15, 2008 and applies to securities acquired both before and after
that date. Under these amendments, a person who has beneficially owned
restricted shares of our common stock for at least six months is able to sell
their securities PROVIDED that (i) such person is not deemed to have been one of
our affiliates at the time of, or at any time during the three months preceding
the sale and (ii) we are subject to the Exchange Act periodic reporting
requirements for at least three months before the sale.
Persons who have beneficially owned restricted shares of our common stock for at
least six months but who are our affiliates at the time of, or at any time
during the three months preceding the sale, are subject to additional
restrictions. Such person is entitled to sell within any three-month period only
a number of securities that does not exceed the greater of either of the
following:
* 1% of the total number of securities of the same class then
outstanding, which will equal 32,000 shares as of the date of this
prospectus; or
* the average weekly trading volume of such securities during the four
calendar weeks preceding the filing of a notice on Form 144 with
respect to the sale;
PROVIDED, in each case, that we are subject to the Exchange Act periodic
reporting requirements for at least three months before the sale.
Such sales must also comply with the manner of sale and notice provisions of
Rule 144.
As of the date of this prospectus, persons who are our affiliates hold all of
the 60,000,000 shares that may be sold pursuant to Rule 144.
37
STOCK OPTION GRANTS
To date, we have not granted any stock options.
REGISTRATION RIGHTS
We have not granted registration rights to the selling shareholders or to any
other persons.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
PLAN OF OPERATION
Our plan of operations is as follows:
The following steps are required in order for the Company to begin operations:
SUBMISSION OF PROPOSAL: (3-6 WEEKS)
In July 2010, the South African government published a two year supply tender
advertisement. The tender is for an abbreviated period due to the fact that the
DOH wises to enter into longer-term arrangements with pharmaceutical
manufacturing companies who are committed to local API manufacture. These
successful pharmaceutical companies may ultimately form the closed pool of
bidders, who potentially may only need to negotiate new pricing for supply of
ARV's every twelve months, for a period of ten years, rather than having to
resubmit tenders every three years.
In anticipation of supporting emerging pharmaceutical companies, the DOH will
historically allow a company to tender without having the specific drugs
registered first with the MCC. The bidding company will most likely be given up
38
to 4 months to achieve registration of the drugs with the MCC. The South African
government has indicated that it will lend its support to the MCC to assist in
"fast tracking" these registrations.
The company believes the South African government will be closing the tender
advertisement before the end of August 2010. Moxisign has completed a bid
package with the intent of being awarded a sufficient proportion of the ARV
supply tender in South Africa.
APPROVAL PROCESS: (12-16 WEEKS)
Once a bid has been submitted to the South African government the Company
believes the decision making process will take up to 7 to 12 weeks for the
proposals to be reviewed and supply contracts to be awarded.
SIGN TECHNOLOGY PARTNERSHIP AGREEMENT (8-12 WEEKS SIMULTANEOUS WITH APPROVAL
PROCESS)
Moxisign intends to sign a technology partnership agreement, most likely with a
Chinese pharmaceutical company. It should be noted that the main Indian
pharmaceutical companies currently supplying the South African government and
DOH actually import their APIs from Chinese manufacturers. Moxisign's management
believes that a direct relationship with Chinese manufacturers will result in
increased profitability.
This technology partnership as detailed above would have to be phased, due to
the time constraints of this initial tender. Phase 1 will be the importation of
a formulated ARV, with a written commitment to the DOH for the establishment of
phases 2 and 3. In fact, the phase 2 process is expected to begin concurrently
with the 1st phase.
Phase 2 will be the purchase of a pre-existing approved and MCC registered
formulation facility, thereby obviating any further delays in registration.
Moxisign has identified such a facility in Cape Town, South Africa and has begun
the due diligence process for the possible purchase of this facility It is
Moxisign's intention that by the second half of the twelve month tender,
Moxisign should be ready to formulate ARV drugs in South Africa, and only import
the APIs.
Phase 3 has approximately a 12 to18 month span which would entail the actual
commissioning of the API plant. The current API manufacturing process requires a
total of 15 processes to produce the API ("N - 15"), and Moxisign plans to start
with an N - 1 or perhaps N - 2 stage. However, depending on commercial viability
this could eventually be taken to the N--15 stage.
The final phase will be the broadening of the range of API's produced in the
facility, and including the treatments for chronic and infectious diseases (for
example, tuberculosis and malaria) which are rampant in Africa and required in
large volumes by the DOH.
Moxisign intends to establish a local scientific research and development
laboratory in conjunction with its technology partner, with the aim of creating
and patenting Moxisign's own ARV API in the future. This strategy is also
consistent with the DOH and South African government's IPAP II policy
guidelines.
39
BEGIN DISTRIBUTION OPERATIONS: (12 MONTHS)
If Moxisign is successful in obtaining a material portion of the 2010 tender and
comes to an agreement with a technology provider we expect to begin distribution
operations. This will entail purchasing the pre-packaged ARV products from our
technology partner and distributing them to the South African market. Moxisign
will act as a medium between the foreign supplier and the domestic market for
the initial 24 month tender.
EXERCISING OF WARRANTS/COMPLETION OF FINANCING (12-16 WEEKS)
If we are successful in obtaining a material portion of the 2010 tender we
expect to raise capital through the exercising of warrants and through the
completion of a public offering. We expect to complete the public offering
within 16 weeks after the effectiveness of our registration statement and given
we are successful in obtaining a material portion of the 2010 tender.
The Company will have capital requirements of $20,000,000 in order to make 350
tonnes per annum of ARVAPI. This number is only an assumption at this point and
could change based on the size of the tender awarded to Moxisign, if any at all.
We plan to obtain capital in three ways:
1. Through retained earnings from the first year of operations
2. Current share holders exercising warrants
3. Selling additional common shares.
Issuances of additional shares will result in dilution to our existing
shareholders. We currently do not have any material reason our share price will
reach a level where warrant holders will be willing to exercise warrants. There
is no assurance that we will be successful in completing any equity financing.
ESTABLISH A PHARMACEUTICAL PLANT FOR FORMULATION OF ARV (8 TO 12 MONTHS)
If Moxisign is successful in establishing a pharmaceutical/formulation plant and
is into the first year of the initial 1224 month tender, the company will then
submit a proposal for the second 2012 tender. The Company believes the tender
process may again take between 12-16 weeks for the proposals to be reviewed and
supply contracts to be awarded but we are assuming the second 2012 tender will
be for a substantially longer period of up to 10 years, although there can be no
assurance of this
SUBMISSION OF AND APPROVAL OF POST 2010 PROPOSAL: (12-16 WEEKS)
If Moxisign is successful in establishing a pharmaceutical plant and is well
into the first year of the initial 24 month tender the company will submit a
proposal for the post 2010 tender ie commencing 2012. The Company believes the
process will take between 12-16 weeks for the proposals to be reviewed and
supply contracts to be awarded.
40
CONSTRUCT AN API FACILITY: (12-18 MONTHS)
The development of an API facility will take place if the Company is successful
in obtaining a material portion of the long-term tender which may be due to be
advertised in June 2012. This production facility will be added to the
formulation plant which will require necessary EIA and Government and MCC
approvals. The capital requirements for the facility are estimated by management
to be $15,000,000. The 12-18 month period includes the construction of the
plant, stability testing for the newly formulated drug and regulatory approval.
There is a possibility of additional costs and delays due to EIA and government
review.
BEGIN PRODUCTION:
This new API production facility will have the state of the art technology to
produce API from fine chemicals. This facility will be similar to newer plants
currently being built in Vietnam which will enable the production facility to
switch from the production of a particular API to an alternate compound without
requiring complete overhaul of the plant. Thus if the drug of choice for the
treatment of HIV/AIDS changes it will allow greater flexibility. The production
initially will rely on the importation of fine chemicals from China with
technical assistance from our technology partners.
SUMMARY
In summary, there is no guarantee that Moxisign will be awarded a material
portion of the government tender for ARV supply. If we are not able to obtain a
material portion our business will fail. If we are awarded a material portion of
the government tender we should be in full operation and begin distribution
within 18 weeks of the filing of this Registration Statement.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are a start-up company and have not generated
any revenues. We cannot guarantee success of our business operations. Our
business is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources and possible cost overruns due
to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.
RESULTS OF OPERATIONS FOR PERIOD ENDING JUNE 30, 2010
We did not earn any revenues from our incorporation on April 21, 2010 to June
30, 2010. We incurred operating expenses in the amount of $7,264 for the period
from our inception on April 21, 2010 through June 30, 2010. These operating
expenses were comprised incorporation costs, web-marketing and other development
costs.
41
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.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further information on the
operation of the public reference rooms.
The Securities and Exchange Commission also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the Commission. Our
registration statement and the referenced exhibits can also be found on this
site.
42
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officers and directors and their age as of the date of this
prospectus is as follows:
DIRECTOR:
Name of Director Age
---------------- ---
Lisa Ramakrishnan 38
Stephen Lowe 52
EXECUTIVE OFFICERS:
Name of Officer Age Office
--------------- --- ------
Lisa Ramakrishnan 38 President, Chief Executive Officer,
Treasurer, Chief Financial Officer and
Chief Accounting Officer
Steven Lowe 52 Secretary
BIOGRAPHICAL INFORMATION
Set forth below is a brief description of the background and business experience
of our officers and directors.
Since our inception on April 21, 2010, Lisa Ramakrishnan has been our President,
Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting
Officer and a member of our board of directors. Lisa has not been a member of
the board of directors of any corporations during the last five years. She
intends to devote approximately 50% of her business time to our affairs.
WORK HISTORY:
currently CEO of Sahira Pty Ltd (privately held Australian investment company)
October 2008 to May 2009
Consultant Radiologist Imaging Partners Online UK
January 2007 to March 2008
Consultant Radiologist Fremantle Hospital
January 2001- January 2007
WA Radiology registrar training program Sir Charles Gairdner Hospital
43
During the past five years, Dr. Ramakrishnan has not been the subject to any of
the following events:
1. Any bankruptcy petition filed by or against any business of which Dr.
Ramakrishnan was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting Dr.
Ramakrishnan's involvement in any type of business, securities or
banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
Since our inception on April 21, 2010, Steven Lowe has been our Secretary and a
member of our board of directors. Mr. Lowe is a member of the board of directors
of Receivable Acquisition Management Corporation (RCVA a publicly traded
company). . He intends to devote approximately 10% of his business time to our
affairs.
WORK HISTORY
1991-Present
Attorney and founder of Lowe Law
During the past five years, Mr. Lowe has not been the subject to any of the
following events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Lowe was a general partner or executive officer either at the time of
the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting Mr.
Lowe involvement in any type of business, securities or banking
activities.
44
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
TERM OF OFFICE
Our officers and directors are appointed for a one-year term to hold office
until the next annual general meeting of our shareholders or until removed from
office in accordance with our bylaws.
SIGNIFICANT EMPLOYEES
We have no significant employees other than our officers and directors.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal period from our incorporation on April 21, 2010 to June 30,
2010 (our fiscal year end) and subsequent thereto to the date of this
prospectus.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Jason Kropp 2010 None None None None None None None None
Lisa Ramakrishnan
President, CEO, CFO,
Treasurer, Chief
Accounting Officer,
and director
Steven Lowe 2010 None None None None None None None None
Secretary and
Director
45
STOCK OPTION GRANTS
We have not granted any stock options to our executive officer since our
inception.
CONSULTING AGREEMENTS
We do not have an employment or consulting agreement with Lisa Ramakrishnan or
Steven Lowe. We do not pay them for acting as a director or officer at this
time.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group as at
June 30, 2010 except as otherwise indicated, all shares are owned directly.
Title of Name and address Amount of Percent
Class of beneficial owner beneficial ownership of class
----- ------------------- -------------------- --------
Common Lisa Ramakrishnan 60,000,000 80.92%
Stock President, Chief Executive Officer,
Chief Financial, Officer, Treasurer,
Chief Accounting Officer and sole
Director
17 Ouwingerd Road
Capetown South Africa 7806
Common All Officers and Directors as a 60,000,000 80.92%
Stock group that consists of one person shares
The percent of class is based on 74,150,000 shares of common stock issued and
outstanding as of the date of this prospectus.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Dr. Ramakrishnan purchased 60,000,000 shares of Vantage Health at a price of
$0.001 per share on May 22, 2010. She currently owns 80.92% of the company's
outstanding common stock. Dr. Ramkrishnan has loaned Vantage Health $30,000 that
is non interest bearing and due upon demand (see Exhibit 10.1). Athena Capital,
a shareholder of Vantage Health loaned the Company $3,500 that is non interest
bearing and due upon demand (see Exhibit 10.2). None of the following parties
has, since our date of incorporation, had any material interest, direct or
46
indirect, in any transaction with us or in any presently proposed transaction
that has or will materially affect us:
* Any relative or spouse of any of the foregoing persons who has the
same house as such person;
* Immediate family members of directors, director nominees, executive
officers and owners of 5% or more of our common stock.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Our sole officer and director is indemnified as provided by the Nevada Revised
Statutes and our Bylaws. We have been advised that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the Securities Act is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by one of our directors, officers, or
controlling persons in connection with the securities being registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to court of appropriate jurisdiction. We will then be
governed by the court's decision.
47
VANTAGE HEALTH, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010
Report of Independent Registered Public Accounting Firm F-1
Consolidated Balance Sheet as of June 30, 2010 F-2
Consolidated Statement of Operations for the Period from
April 21, 2010 (Inception) to June 30, 2010 F-3
Consolidated Statement of Stockholders' Equity as of June 30, 2010 F-4
Consolidated Statement of Cash Flows for the Period from
April 21, 2010 (Inception) to June 30, 2010 F-5
Notes to Consolidated Financial Statements F-6
48
Silberstein Ungar, PLLC CPAs and Business Advisors
--------------------------------------------------------------------------------
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Vantage Health, Inc.
Cape Town, South Africa
We have audited the accompanying consolidated balance sheet of Vantage Health,
Inc. and subsidiary as of June 30, 2010, and the related consolidated statements
of operations, stockholders' equity, and cash flows for the period from April
21, 2010 (date of inception) to June 30, 2010. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit. We did not audit
the financial statements for the period referred to below of Moxisign Limited,
the investment in which, as disclosed in Note 5 of the consolidated financial
statements are accounted for by the acquisition method of accounting. The
financial statements of Moxisign Limited as of June 30, 2010 and for the period
then ended were audited by other auditors, whose report has been furnished to
us, and our opinion, insofar as it relates to the amounts included for Moxisign
, is based solely on the report of the other auditors.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company has determined that it
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Vantage Health, Inc.
and subsidiary, as of June 30, 2010 and the results of their operations and cash
flows for the period from April 21, 2010 (date of inception) to June 30, 2010,
in conformity with accounting principles generally accepted in the United States
of America.
The accompanying consolidated financial statements have been prepared assuming
that Vantage Health, Inc. will continue as a going concern. As discussed in Note
9 to the financial statements, the Company has incurred losses from operations,
has limited working capital, and is in need of additional capital to grow its
operations so that it can become profitable. These factors raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans with regard to these matters are described in Note 9. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Silberstein Ungar, PLLC
-------------------------------------
Silberstein Ungar, PLLC
Bingham Farms, Michigan
August 10, 2010
F-1
VANTAGE HEALTH, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2010
2010
---------
ASSETS
Current Assets
Cash and equivalents $ 121,034
Prepaid expenses 23,349
---------
Total Current Assets 144,383
---------
TOTAL ASSETS $ 144,383
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 6,928
---------
Long - Term Liabilities
Shareholder loans 134,199
---------
Total Liabilities 141,127
---------
Stockholders' Equity
Common Stock, $.001 par value, 250,000,000 shares
authorized, 74,150,000 shares issued and outstanding 74,150
Additional paid-in capital 15,560
Non-controlling interest (637)
Deficit accumulated during the development stage (85,817)
---------
Total stockholders' equity 3,256
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 144,383
=========
See accompanying notes to financial statements.
F-2
VANTAGE HEALTH, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO JUNE 30, 2010
Period from
April 21, 2010
(Inception) to
June 30, 2010
-------------
REVENUES $ 0
------------
EXPENSES
Professional fees 6,832
Office expenses 63
Travel and entertainment 142
Bank fees 227
------------
TOTAL OPERATING EXPENSES 7,264
------------
LOSS FROM OPERATIONS (7,264)
LESS: LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST 637
------------
LOSS BEFORE PROVISION FOR INCOME TAXES (6,627)
PROVISION FOR INCOME TAXES 0
------------
NET LOSS $ (6,627)
============
BASIC AND DILUTED LOSS PER SHARE $ (0.00)
============
WEIGHTED AVERAGE COMMON SHARES OUTSANDING: BASIC AND DILUTED 36,777,641
============
See accompanying notes to financial statements.
F-3
VANTAGE HEALTH, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO JUNE 30, 2010
Deficit
Accumulated
Common Stock Additional During the
--------------------- Paid in Non-Controlling Development
Shares Amount Capital Interest Stage Total
------ ------ ------- -------- ----- -----
Inception, April 21, 2010 0 $ 0 $ 0 $ 0 $ 0 $ 0
Shares issued to founder for cash 60,000,000 60,000 -- -- -- 60,000
Shares issued for cash at $0.0015
per share 3,712,500 3,713 1,856 -- -- 5,569
Shares issued for cash at $0.002 5,000,000 5,000 5,000 -- -- 10,000
per share
Shares issued for cash at $0.0025
per share 3,700,000 3,700 5,550 -- -- 9,250
Shares issued for cash at
$0.00275 per share 1,287,500 1,287 2,254 -- -- 3,541
Shares issued for cash at $0.003
per share 450,000 450 900 -- -- 1,350
Deemed dividend created by
acquisition of 51% of entity
under common control -- -- -- -- (79,190) (79,190)
Net loss for the period ended
June 30, 2010 -- -- -- (637) (6,627) (7,264)
---------- ------- ------- ------ -------- --------
Balance, June 30, 2010 74,150,000 $74,150 $15,560 $ (637) $(85,817) $ 3,256
========== ======= ======= ====== ======== ========
See accompanying notes to financial statements.
F-4
VANTAGE HEALTH, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO JUNE 30, 2010
Period from
April 21, 2010
(Inception) to
June 30, 2010
-------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (6,627)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
Deemed dividend (79,190)
Loss attributable to non-controlling interest (637)
Changes in assets and liabilities:
(Increase) in prepaid expenses (23,349)
Increase in accounts payable and accrued expenses 6,928
---------
CASH FLOWS USED BY OPERATING ACTIVITIES (102,875)
---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock 89,710
Proceeds from note payable - related party 134,199
---------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 223,909
---------
NET INCREASE IN CASH 121,034
Cash, beginning of period 0
---------
Cash, end of period $ 121,034
=========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 0
=========
Cash paid for income taxes $ 0
=========
See accompanying notes to financial statements.
F-5
VANTAGE HEALTH, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
Nature of Business
Vantage Health, Inc. ("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 June 30, 2010, the Company had
$121,034 of cash.
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.
F-6
VANTAGE HEALTH, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010
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 June 30, 2010.
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 - PREPAID EXPENSES
The amount recorded as prepaid expense at June 30, 2010 is for consulting
services to be used over the next twelve months. Prepaid expenses were $23,349
as of June 30, 2010.
NOTE 3 - SHAREHOLDER LOANS
During the period ended June 30, 2010 the company received loans from two
shareholders for $100,699, $30,000 and $3,500. The loans are non-interest
bearing, unsecured and are due on July 13, 2013. The total amount due to
shareholders was $134,199 as of June 30, 2010.
NOTE 4 - COMMON STOCK
The Company has 250,000,000 shares of $0.001 par value common stock.
During the period ended June 30, 2010 the Company issued 74,150,000 shares of
common stock ranging from $0.001 to $0.003 per share. Vantage received total
proceeds of $89,710.
There are 74,150,000 shares issued and outstanding as of June 30, 2010.
F-7
VANTAGE HEALTH, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010
NOTE 5 - STOCK WARRANTS
The Company issued 7,859,375 stock warrants in connection with the issuance of
common stock. The Company has accounted for these warrants as equity instruments
in accordance with EITF 00-19 (ASC 815-40), Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, and
as such, will be classified in stockholders' equity as they meet the definition
of "...indexed to the issuer's stock" in EITF 01-06 (ASC 815-40) The Meaning of
Indexed to a Company's Own Stock. The Company has estimated the fair value of
the warrants issued in connection with the private placement at $13 as of the
grant dates using the Black-Scholes option pricing model. No adjustment was made
to the financial statements due to materiality.
Key assumptions used by the Company are summarized as follows:
Expected volatility 105%
Expected dividend yield 0.00%
Risk-free rate over the estimated expected
life of the warrants 0.84%
Expected term (in years) 3
NOTE 6 - NON-CONTROLLING INTEREST
On June 14, 2010, Vantage acquired 51% of an entity under common control for
cash totaling $3,643. For purposes of these financial statements, the subsidiary
has been consolidated via the acquisition method.
NOTE 7 - INCOME TAXES
For the period ended June 30, 2010, Vantage Health has incurred net losses 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 $6,627 at June 30, 2010, and will expire
beginning in the year 2030.
The provision for Federal income tax consists of the following:
2010
-------
Refundable Federal income tax attributable to:
Current Operations $ 2,253
Less: valuation allowance (2,253)
-------
Net provision for Federal income taxes $ 0
=======
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
2010
-------
Deferred tax asset attributable to:
Net operating loss carryover $ 2,253
Valuation allowance (2,253)
-------
Net deferred tax asset $ 0
=======
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VANTAGE HEALTH, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010
NOTE 8 - COMMITMENTS
Vantage Health neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
NOTE 9 - LIQUIDITY AND GOING CONCERN
The Company has limited working capital, has incurred losses since inception,
and has not yet received 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.
NOTE 10 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through August 10, the date on which
the financial statements were issued, and has determined it does not have any
material subsequent events to disclose.
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WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-1 under the Securities Act with
the SEC with respect to the shares of our common stock offered through this
prospectus. This prospectus is filed as a part of that registration statement
but does not contain all of the information contained in the registration
statement and exhibits. Statements made in the registration statement are
summaries of the material terms of the referenced contracts, agreements or
documents of our company. You may inspect the registration statement, exhibits
and schedules filed with the SEC at the SEC's principal office in Washington,
D.C. Copies of all or any part of the registration statement may be obtained
from the Public Reference Section of the SEC, at 100 F Street, NE, Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. The SEC also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the SEC. Our registration
statement and the referenced exhibits can also be found on this site.
We are not currently subject to the Exchange Act and currently are not required
to, and do not, deliver annual, quarterly or special reports to stockholders. We
will not deliver such reports to our stockholders until after, and if, this
offering is declared effective by the SEC. Once such effectiveness is granted,
if ever, we plan to file a registration statement pursuant to the Exchange Act
in order to register our common stock under Section 12(g) of the Exchange Act.
Upon our common stock becoming registered under the Exchange Act we will be
required to file annual, quarterly and current reports, proxy statements and
other information with the SEC. Our SEC filings will be available to the public
over the Internet at the SEC's website at http://www.sec.gov.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 3.03
Transfer Agent Fees $ 3,000.00
Accounting fees and expenses $ 5,000.00
Legal fees and expenses $ 4,500.00
Edgar filing fees $ 750.00
----------
Total $13,253.03
==========
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or other costs of sale.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our sole officer and director is indemnified as provided by the Nevada Revised
Statutes and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation; that is not the case with our articles
of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its shareholders
in connection with a matter in which the director has a material
conflict of interest;
(2) a violation of criminal law (unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause
to believe that his or her conduct was unlawful);
(3) a transaction from which the director derived an improper personal
profit; and
(4) willful misconduct.
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Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the bylaws.
Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advance of expenses is to be made upon receipt of an undertaking by or on behalf
of such person to repay said amounts should it be ultimately determined that the
person was not entitled to be indemnified under our bylaws or otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.
RECENT SALES OF UNREGISTERED SECURITIES
We issued 60,000,000 shares of our common stock to Lisa Ramakrishnan on May 22,
2010. Dr. Ramakrishnan is our President, Chief Executive Officer, Treasurer and
a director. She acquired these 60,000,000 shares at a price of $0.001 per share
for total proceeds to us of $60,000.00. These shares were issued pursuant to
Section 4(2) of the Securities Act of 1933 (the "Securities Act").
In connection with this issuance, Dr. Ramakrishnan was provided with access to
all material aspects of the company, including the business, management,
offering details, risk factors and financial statements.
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She also represented to us that she was acquiring the shares as principal for
her own account with investment intent. She also represented that she was
sophisticated, having prior investment experience and having adequate and
reasonable opportunity and access to any corporate information necessary to make
an informed decision. This issuance of securities was not accompanied by general
advertisement or general solicitation. The shares were issued with a Rule 144
restrictive legend.
We completed an offering of 3,712,500 shares of our common stock at a price of
$0.0015 per share to Athena Capital on May 28, 2010 for a total proceeds of
$5,568.75. We completed this offering pursuant to Regulation S of the Securities
Act
We completed an offering of 5,000,000 shares of our common stock at a price of
$0.002 per share to the to following three parties on June 20, 2010 for a total
proceeds of $10,000. We completed this offering pursuant to Regulation S of the
Securities Act.
Name of Subscriber Number of Shares
------------------ ----------------
Robin Phillips 1,000,000
Berkshire Int'l Finance 3,500,000
Fillmore East Food & Bev 500,000
We completed an offering of 3,700,000 shares of our common stock at a price of
$0.0025 per share to the following 19 parties on June 25, 2010 for a total
proceeds of $9,125. We completed this offering pursuant to Regulation S of the
Securities Act.
Name of Subscriber Number of Shares
------------------ ----------------
Fillmore East Food & Bev 2,500,000
Julius R. Luthy 100,000
Julius Luthy 100,000
Thomas Mani 100,000
Donald N Schnyder 100,000
Heinz D. Zimmer 100,000
Thor Enterprise International 50,000
Mark Murphy 50,000
Carmela Smedsrud 50,000
Kelly Paolini 50,000
Shelby Aldous 50,000
Erin Murphy 50,000
Torey Gault 50,000
Claudia DiNatale 50,000
Maria DiNatale 50,000
Dennis Mendoza 50,000
Vannarith Mak 50,000
James Walls 50,000
Andre Mailloux 100,000
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We completed an offering of 1,287,500 shares of our common stock at a price of
$0.00275 per share to the following two parties on June 26, 2010 for a total
proceeds of $3,540. We completed this offering pursuant to Regulation D of the
Securities Act.
Name of Subscriber Number of Shares
------------------ ----------------
HealthInvest Partners LLC 500,000
Indus Consulting Inc. 787,500
We completed an offering of 450,000 shares of our common stock at a price of
$0.003 per share to the following seven parties on June 28, 2010 for a total
proceeds of $1,350. We completed this offering pursuant to Regulation D of the
Securities Act.
Name of Subscriber Number of Shares
------------------ ----------------
Orly G. Leif 50,000
Randy Leif 50,000
Anna Castoro 50,000
Michael Castoro 50,000
Steven Figliolini 50,000
Gold Coast Environmental 100,000
Catherine A. Huard 100,000
REGULATION S COMPLIANCE
Each offer or sale was made in an offshore transaction;
We did not make any directed selling efforts in the United States. We also did
not engage any distributors, any respective affiliates, nor any other person on
our behalf to make directed selling efforts in the United States;
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;
Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;
Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Securities Act of 1933, or pursuant to an available exemption from
registration; and agreed not to engage in hedging transactions with regard to
such securities unless in compliance with the Securities Act of 1933;
The securities contain a legend to the effect that transfer is prohibited except
in accordance with the provisions of Regulation S, pursuant to registration
under the Securities Act of 1933, or pursuant to an available exemption from
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registration; and that hedging transactions involving those securities may not
be conducted unless in compliance with the Securities Act of 1933; and
We are required, either by contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Securities Act of 1933, or pursuant to an available
exemption from registration.
REGULATION D COMPLIANCE
These securities were issued pursuant to Section 4(2) of the Securities Act
and/or Rule 504 promulgated thereunder. Each purchaser represented his intention
to acquire the securities for investment only and not with a view toward
distribution. We did not engage in any public solicitation or general
advertising. Each investor was given adequate access to sufficient information
about us to make an informed investment decision. None of the securities were
sold through an underwriter and accordingly, there were no underwriting
discounts or commissions involved. No registration rights were granted to any of
the purchasers. We issued the stock certificates and affixed the appropriate
legends to the restricted stock.
EXHIBITS
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation
3.2 By-Laws
5.1 Legal opinion of Scott P. Doney
10.1 Loan Agreement Lisa Ramakrishnan to Vantage Health
10.2 Loan Agreement Athena Capital to Vantage Heath
23.1 Consent of Silberstein Ungar, PLLC.
THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; Notwithstanding the forgoing, any increase or
decrease in Volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the commission
pursuant to Rule 424(b)if, in the aggregate, the changes in the volume
and price represent no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
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(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.
4. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to officers, directors, and controlling persons pursuant
to the provisions above, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted our director, officer, or other
controlling person in connection with the securities registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification
is against public policy to a court of appropriate jurisdiction. We will
then be governed by the final adjudication of such issue.
5. Each prospectus filed pursuant to Rule 424(b) as part of a Registration
statement relating to an offering, other than registration statements
relying on Rule 430(B) or other than prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided
however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by referenced into the registration
statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the Carson City, State of Nevada, on
August 18, 2010
Vantage Health
By: /s/ Lisa Ramakrishnan
-------------------------------------
Lisa Ramakrishnan
President, Chief Executive Officer,
Treasurer, Chief Accounting Officer,
Chief Financial Officer and Director
By: /s/ Steven Lowe
-------------------------------------
Steven Lowe
Secretary and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates stated.
Signature Capacity in Which Signed Date
--------- ------------------------ ----
/s/ Lisa Ramakrishnan President, Chief Executive August 18, 2010
------------------------------------ Officer, Treasurer,
Lisa Ramakrishnan Chief Accounting Officer,
Chief Financial Officer
and Director
/s/ Steven Lowe Secretary and Director August 18, 2010
------------------------------------
Steven Lowe
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