Attached files
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to _____________
Commission File No. 333-168930
VANTAGE HEALTH
(Name of small business issuer in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
C/O Steven T Lowe Esq.
Suite 640
11400 West Olympic Boulevard
Los Angeles, California 90064-1567
(Address of principal executive offices)
(310) 477-5811
(Issuer's telephone number)
Securities registered pursuant to Name of each exchange
Section 12(b) of the Act: on which registered:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001
(Title of Class)
Indicate by checkmark whether the issuer: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No[ ]
Indicate by check mark whether the registrant is a large accelerated filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the
Preceding Five Years.
N/A
Indicate by checkmark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.
Yes[ ] No[ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most practicable date:
Class Outstanding as of February 15, 2011
----- -----------------------------------
Common Stock, $0.01 74,150,000
VANTAGE HEALTH.
FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Other Comprehensive Income (Loss) 5
Consolidated Statement of Stockholders' Equity (Deficit) 6
Consolidated Statements of Cash Flows 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Item 4. Controls and Procedures 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 5. Other Information 18
Item 6. Exhibits 18
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
AS OF DECEMBER 31, 2010 AND JUNE 30, 2010
December 31, June 30,
2010 2010
---------- ----------
ASSETS
Current Assets
Cash and equivalents $ 39,100 $ 121,034
Prepaid expenses 0 23,349
Intangible asset 50,000 0
---------- ----------
Total Current Assets 89,100 144,383
---------- ----------
TOTAL ASSETS $ 89,100 $ 144,383
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses $ 2,871 $ 6,928
Long - Term Liabilities
Shareholder loans 284,874 134,199
---------- ----------
Total Liabilities 287,745 141,127
---------- ----------
Stockholders' Equity (Deficit)
Common Stock, $.001 par value, 250,000,000 shares authorized,
74,150,000 shares issued and outstanding 74,150 74,150
Additional paid-in capital 15,560 15,560
Non-controlling interest (75,848) (637)
Accumulated other comprehensive income (loss) (17,431) 6,010
Deficit accumulated during the development stage (195,076) (91,827)
---------- ----------
Total stockholders' equity (deficit) (198,645) 3,256
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 89,100 $ 144,383
========== ==========
See accompanying notes to financial statements.
3
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2010
FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO DECEMBER 31, 2010
For the For the Period from
Three Months Six Months April 21, 2010
Ended Ended (Inception) to
December 31, December 31, December 31,
2010 2010 2010
------------ ------------ ------------
REVENUES $ 0 $ 0 $ 0
------------ ------------ ------------
EXPENSES
Professional fees 5,102 13,321 20,153
Office expenses 2,069 3,476 3,539
Consulting 64,238 135,605 135,605
Travel and entertainment 7,514 25,327 25,469
Bank fees 399 799 1,026
------------ ------------ ------------
TOTAL OPERATING EXPENSES 79,322 178,528 185,792
------------ ------------ ------------
LOSS FROM OPERATIONS (79,322) (178,528) (185,792)
OTHER INCOME (EXPENSE)
Interest income 7 68 68
------------ ------------ ------------
TOTAL OTHER INCOME (EXPENSE) 7 68 68
------------ ------------ ------------
LOSS BEFORE NON-CONTROLLING INTEREST (79,315) (178,460) (185,724)
LESS: LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST 34,297 75,211 75,848
------------ ------------ ------------
LOSS BEFORE PROVISION FOR INCOME TAXES (45,018) (103,249) (109,876)
PROVISION FOR INCOME TAXES 0 0 0
------------ ------------ ------------
NET LOSS $ (45,018) $ (103,249) $ (109,876)
============ ============ ============
BASIC AND DILUTED LOSS PER SHARE $ (0.00)
============
WEIGHTED AVERAGE COMMON SHARES OUTSANDING:
BASIC AND DILUTED 74,150,000
============
See accompanying notes to financial statements.
4
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO JUNE 30, 2010
For the For the Period from
Three Months Six Months April 21, 2010
Ended Ended (Inception) to
December 31, December 31, December 31,
2010 2010 2010
---------- ---------- ----------
Net Loss $ (45,018) $ (103,249) $ (109,876)
---------- ---------- ----------
Foreign Currency Translation:
Change in cumulative translation adjustment (12,013) (23,441) (17,341)
Income tax benefit (expense) 0 0 0
---------- ---------- ----------
Total $ (12,013) $ (23,441) $ (17,341)
========== ========== ==========
See accompanying notes to financial statements.
5
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO DECEMBER 31, 2010
Accumulated Deficit
Other Accumulated
Common Stock Additional Non- Comprehensive During the
------------------- Paid in Controlling Income Development
Shares Amount Capital Interest (Loss) Stage Total
------ ------ ------- -------- ------ ----- -----
Inception, April 21, 2010 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Shares issued to founder 60,000,000 60,000 -- -- -- -- 60,000
for cash
Shares issued for cash at
$0.0015 per share 3,712,500 3,713 1,856 -- -- -- 5,569
Shares issued for cash at 5,000,000 5,000 5,000 -- -- -- 10,000
$0.002 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 -- -- -- -- -- (85,200) (85,200)
Net loss for the period
ended June 30, 2010 -- -- -- (637) 6,010 (6,627) (1,254)
---------- -------- -------- -------- -------- --------- ---------
Balance, June 30, 2010 74,150,000 74,150 15,560 (637) 6,010 (91,827) 3,256
Net loss for the period
ended September 30, 2010 -- -- -- (40,914) (11,428) (58,231) (110,573)
---------- -------- -------- -------- -------- --------- ---------
Balance, September 30, 2010 74,150,000 $ 74,150 $ 15,560 $(41,551) $ (5,418) $(150,058) $(107,317)
Net loss for the period
ended December 31, 2010 -- -- -- (34,297) (12,013) (45,018) (91,328)
---------- -------- -------- -------- -------- --------- ---------
Balance, December 31, 2010 74,150,000 $ 74,150 $ 15,560 $(75,848) $(17,431) $(195,076) $(198,645)
========== ======== ======== ======== ======== ========= =========
See accompanying notes to financial statements.
6
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED DECEMBER 31, 2010
FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO DECEMBER 31, 2010
For the Period from
Six Months April 21, 2010
Ended (Inception) to
December 31, December 31,
2010 2010
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (103,249) $ (109,876)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
Loss attributable to non-controlling interest (75,211) (75,848)
Changes in assets and liabilities:
(Increase) decrease in prepaid expenses 23,349 0
Increase (decrease) in accounts payable and accrued expenses (4,057) 2,871
---------- ----------
CASH FLOWS USED BY OPERATING ACTIVITIES (159,168) (182,853)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisition of 51% interest in Moxisign 0 (3,643)
---------- ----------
CASH FLOWS USED BY INVESTING ACTIVITIES 0 (3,643)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock 0 89,710
Non-controlling interest 3,521 3,521
Proceeds from note payable - related party 100,675 153,317
---------- ----------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 104,196 246,548
---------- ----------
Effect of exchange rate changes on cash (26,962) (20,952)
NET INCREASE (DECREASE) IN CASH (81,934) 39,100
Cash, beginning of period 121,034 0
---------- ----------
Cash, end of period $ 39,100 $ 39,100
========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 0 $ 0
========== ==========
Cash paid for income taxes $ 0 $ 0
========== ==========
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION:
Deemed dividend related to acquisition of subsidiary $ 0 $ 85,200
========== ==========
See accompanying notes to financial statements.
7
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
Nature of Business
Vantage Health ("Vantage Health" and the "Company") is a development stage
company and was incorporated in Nevada on April 21, 2010.
The Company intends to build and operate an Active Pharmaceutical Ingredients
("APIs") manufacturing plant alongside a formulation and packaging plant in
South Africa to meet the growing market needs for Anti-retrovirals ("ARVs") in
South Africa and potentially other African countries. The company intends to
build an Antiretroviral Active Pharmaceutical Ingredient (API) manufacturing
plant in South Africa in order to supply the growing demand in the fight against
HIV/AIDS.
Development Stage Company
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles related to
development-stage companies. A development-stage company is one in which planned
principal operations have not commenced or if its operations have commenced, and
there has been no significant revenues there from.
Basis of Presentation
The accompanying interim consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission ("SEC"), and
should be read in conjunction with the audited financial statements and notes
thereto contained in the Company's Form S-1/A filed with the SEC as of and for
the period ended June 30, 2010. In the opinion of management, all adjustments
necessary in order for the financial statements to be not misleading have been
reflected herein. The results of operations for interim periods are not
necessarily indicative of the results expected for the full year. The Company
has selected a June 30 year end.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its majority-owned subsidiary. Significant intercompany accounts and
transactions have been eliminated.
Cash and Cash Equivalents
Vantage Health considers all highly liquid investments with maturities of three
months or less to be cash equivalents. At December 31, 2010 and June 30, 2010,
the Company had $39,100 and $121,034 of cash respectively.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents,
prepaid expenses, accounts payable and accrued expenses and shareholder loans.
The carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
8
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
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 December 31, 2010.
Other Comprehensive Income (Loss)
Comprehensive income (loss) consists of net income (loss) and other gains and
losses affecting stockholder's equity that, under GAAP, are excluded from net
income (loss), including foreign currency translation adjustments, gains and
losses related to certain derivative contracts, and gains or losses, prior
service costs or credits, and transition assets or obligations associated with
pension or other postretirement benefits that have not been recognized as
components of net periodic benefit cost.
Foreign Currency Translation
The functional currency of the Company is the United States Dollar. The
financial statements of the Company's South African subsidiary are translated
from the South African Rand to U.S. dollars using the period exchange rates as
to assets and liabilities and average exchange rates as to revenues and
expenses. Capital accounts are translated at their historical exchange rates
when the capital transaction occurs. Net gains and losses resulting from foreign
exchange translations are included in the statements of operations and changes
in stockholders' equity as other comprehensive income (loss).
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with SFAS
No. 123 and 123 (R) (ASC 718). To date, the Company has not adopted a stock
option plan and has not granted any stock options.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
NOTE 2 - PREPAID EXPENSES
The amount recorded as prepaid expense at December 31, 2010 and June 30, 2010 is
for consulting services to be used over the next twelve months. Prepaid expenses
were $0 and $23,349 as of December 31, 2010 and June 30, 2010, respectively.
9
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE 3 - INTANGIBLE ASSET
On December 31, 2010, Vantage Health (through its subsidiary Moxisign Ltd)
entered into an exclusive agreement with Shanghai Kehua Bioengineering Co Ltd,
of China, manufacturers of the Diagnostic Kit for HIV (1+2) Antibody (Colloidal
Gold). This agreement ensures that Vantage Health has exclusive rights over the
next 12 months to sell the Diagnostic Kit for HIV (1+2) Antibody (Colloidal
Gold) in the continent of Africa. The HIV (1+2) Diagnostic Kit (Colloidal Gold)
is a rapid test for the qualitative detection of antibodies to human
immunodeficiency virus 1 and/or 2 in whole blood or serum or plasma. This
agreement will terminate if Vantage Health does not place an order, within six
months of the agreement date, for $500,000 worth of test kits. Vantage Health
has paid $50,000 for this 12 month exclusive right.
NOTE 4 - 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. And additional $72,988 was
loaned during the three months ended December 31, 2010. The total amount due to
shareholders was $284,874 and $134,199 as of December 31, 2010 and June 30,
2010, respectively.
NOTE 5 - 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 December 31, 2010.
NOTE 6 - STOCK WARRANTS
The Company issued 7,859,375 stock warrants in connection with the issuance of
common stock. The Company has accounted for these warrants as equity instruments
in accordance with EITF 00-19 (ASC 815-40), Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, and
as such, will be classified in stockholders' equity as they meet the definition
of "...indexed to the issuer's stock" in EITF 01-06 (ASC 815-40) The Meaning of
Indexed to a Company's Own Stock. The Company has estimated the fair value of
the warrants issued in connection with the private placement at $13 as of the
grant dates using the Black-Scholes option pricing model. Each common stock
purchase warrant has an exercise price of $3.00 and will expire 36 months from
the effective date of the S-1. The Company has the right to call the common
stock purchase warrants within ten days written notice if the Company's common
stock is trading at or above $3.00 per share and has average daily trading
volume of 200,000 shares of twenty consecutive days. No adjustment was made to
the financial statements due to materiality. Key assumptions used by the Company
are summarized as follows:
Stock price $0.00275
Exercise price $ 3.00
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
A Stock Price of $0.00275 was used in valuing the warrants. The stock price was
based on the per share issuance price from recent unrelated third party private
placements. Volatility was computed based on the average volatility of similar
companies in the healthcare business.
10
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE 7 - NON-CONTROLLING INTEREST
On June 14, 2010, Vantage acquired 51% of an entity under common control for
cash totaling $3,643. For purposes of these financial statements, the subsidiary
has been consolidated via the acquisition method. We have recorded a deemed
dividend of $85,200 since the book value of Moxisign's liabilities exceeded the
book value of its assets. The assets and liabilities of Moxisign have been
recorded at amounts equal to the carrying value on Moxisign's books as per ASC
805-020. . At the acquisition date, Moxisign had current assets of $27,751,
current liabilities of $1,928 and long-term liabilities of $102,669.
NOTE 8 - INCOME TAXES
For the period ended December 31, 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 $109,876 at December 31, 2010, and will
expire beginning in the year 2030. The provision for Federal income tax consists
of the following:
December 31, June 30,
2010 2010
-------- --------
Federal income tax attributable to:
Current Operations $ 19,799 $ 2,253
Less: valuation allowance (19,799) (2,253)
-------- --------
Net provision for Federal income taxes $ 0 $ 0
======== ========
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
2010 2010
-------- --------
Deferred tax asset attributable to:
Net operating loss carryover $ 22,052 $ 2,253
Valuation allowance (22,052) (2,253)
-------- --------
Net deferred tax asset $ 0 $ 0
======== ========
NOTE 9 - COMMITMENTS
On December 31, 2010, Vantage Health (through its subsidiary Moxisign Ltd)
entered into an exclusive agreement with Shanghai Kehua Bioengineering Co Ltd,
of China, manufacturers of the Diagnostic Kit for HIV (1+2) Antibody (Colloidal
Gold). This agreement ensures that Vantage Health has exclusive rights over the
next 12 months to sell the Diagnostic Kit for HIV (1+2) Antibody (Colloidal
Gold) in the continent of Africa. The HIV (1+2) Diagnostic Kit (Colloidal Gold)
is a rapid test for the qualitative detection of antibodies to human
immunodeficiency virus 1 and/or 2 in whole blood or serum or plasma. This
agreement will terminate if Vantage Health does not place an order, within six
months of the agreement date, for $500,000 worth of test kits. Vantage Health
has paid $50,000 for this 12 month exclusive right.
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.
11
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE 10 - 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 11 - SUBSEQUENT EVENTS
On January 31, 2011 Moxisign submitted a proposal for the Tender RT41-2011ME:
The supply and delivery of rapid HIV test kits to the State for a period 1 June
2011 to 31 May 2013. The supply tender is for approximately 14,000,000
diagnostic rapid screen test kits (approximately USD$7M) and 4,600,000
Confirmatory rapid screen test kits (Approximately USD$2.5M).
12
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
GENERAL
VANTAGE HEALTH. was incorporated under the laws of the State of Nevada on April
21, 2010. Our registration statement has been filed with the Securities and
Exchange Commission on August 19, 2010.
Please note that throughout this Quarterly Report, and unless otherwise noted,
the words "we," "our," "us," the "Company," refers to VANTAGE HEALTH.
CURRENT BUSINESS OPERATIONS
As of the date of this Quarterly Report, we have not started operations. The
Company is in the development stage as defined under Statement on Financial
Accounting Standards No. 7, Development Stage Enterprises ("SFAS No.7") (ASC
915-10). As of December 31, 2010 we had no revenues, have minimal assets and
have incurred losses since inception.
On December 31, 2010, Vantage Health (through its subsidiary Moxisign Ltd)
entered into an exclusive agreement with Shanghai Kehua Bioengineering Co Ltd,
of China, manufacturers of the Diagnostic Kit for HIV (1+2) Antibody (Colloidal
Gold). This agreement ensures that Vantage Health has exclusive rights over the
next 12 months to sell the Diagnostic Kit for HIV (1+2) Antibody (Colloidal
Gold) in the continent of Africa. The HIV (1+2) Diagnostic Kit (Colloidal Gold)
is a rapid test for the qualitative detection of antibodies to human
immunodeficiency virus 1 and/or 2 in whole blood or serum or plasma. This
agreement will terminate if Vantage Health does not place an order, within six
months of the agreement date, for $500,000 worth of test kits. Vantage Health
has paid $50,000 for this 12 month exclusive right.
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.
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.
13
Our plan of operation is forward-looking and there is no assurance that we will
ever begin operations. We are a development stage company and have not earned
any revenue.
RESULTS OF OPERATION
Our financial statements have been prepared assuming that we will continue as a
going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.
THREE MONTH PERIOD ENDED DECEMBER 31, 2010 COMPARED TO THE PERIOD FROM INCEPTION
(APRIL 21, 2010) TO DECEMBER 31, 2010
Our net loss from operations for the three-month period ended December 31, 2010
was ($79,322) compared to a net loss of ($185,729) during the period from
inception (April 21, 2010) to December 31, 2010. Our net loss before
controlling-interest for the three month period ended December 31, 2010 was
($79,315) compared to a net loss of ($185,724) during the period from inception
(April 21, 2010) to December 31, 2010. Our loss attributable to non-controlling
interest for the three-month period ended December 31, 2010 was $34,297 compared
to a loss of $75,848 from inception (April 21, 2010) to December 31, 2010. Our
net loss for the three month period ended December 31, 2010 was ($45,018)
compared to a net loss of ($109, 876) during the period from inception (April
21, 2010) to December 31, 2010. During the three-month period ended December 31,
2010, we did not generate any revenue.
During the three-month period ended December 31, 2010, we incurred general and
administrative expenses of $79,322 compared to $185,792 incurred during the
period from inception (April 21, 2010) to December 31, 2010. General and
administrative expenses incurred during the three-month period ended December
31, 2010 were generally related to corporate overhead, financial and
administrative contracted services, such as legal and accounting, developmental
costs, travel, and expenses associated with the filing of our registration
statement.
Our net loss during the three-month period ended December 31, 2010 was ($79,315)
or ($0.00) per share compared to a net loss of ($185,792) or ($0.00) per share
during the period from inception (April 21, 2010) to December 31, 2010. The
weighted average number of shares outstanding was 74,150,000 for the three-month
period ended December 31, 2010 compared to 74,150,000 for the period from
inception (April 21, 2010) to December 31, 2010.
SIX-MONTH PERIOD ENDED DECEMBER 31, 2010
Our net loss from operations for the six-month period ended December 31, 2010
was ($178,528). Our net loss before controlling-interest for the six-month
period ended December 31, 2010 was ($178,460). Our loss attributable to
non-controlling interest for the six-month period ended December 31, 2010 was
$75,211. Our net loss for the six-month period ended December 31, 2010 was
($103,249). During the three-month period ended December 31, 2010, we did not
generate any revenue.
Our net loss from operations during the six-month period ended December 31, 2010
was ($178,528) or ($0.00) per share. Our net loss during the six-month period
ended December 31, 2010 was ($103,249) or ($0.00) per share. The weighted
average number of shares outstanding was 74,150,000 for the six-month period
ended December 31, 2010.
14
LIQUIDITY AND CAPITAL RESOURCES
SIX-MONTH PERIOD ENDED DECEMBER 31, 2010
As at the six-month period ended December 31, 2010, our current assets were
$89,100 and our current liabilities were $2,871, which resulted in a working
capital of $86,229. As at the six-month period ended December 31, 2010, current
assets were comprised of $39,100 in cash and 50,000 in intangible assets,
compared to $121,034 in cash and 23,349 in prepaid expenses at fiscal year ended
June 30, 2010. As at the three month period ended December 31, 2010, total
liabilities were comprised of $284,874 in loan from director and $2,871 in
accrued expenses.
Stockholders' equity decreased from $3,256 for fiscal year ended March 31, 2010
to a deficit of ($198,645) for the six-month period ended December 31, 2010.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the
six-month period ended December 31, 2010, net cash flows used in operating
activities was ($159,168) consisting primarily of a net loss of ($103,249). Net
cash flows used in operating activities was ($182,853) for the period from
inception (April 21, 2010) to December 31, 2010.
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advancements or the
issuance of equity and debt instruments. For the six-month period ended December
31, 2010, we generated $104,196 net cash from financing activities through
$100,675 in loans from Director and $3,521 in loans from a non-controlling
interest. For the period from inception (April 21, 2010) to December 31, 2010,
net cash provided by financing activities was $246,548 received from $89,710 in
sale of common stock $153,317 in loans from Director and $3,521 in loans from
non-controlling interest.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.
Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our operations over the next three
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
private placement of equity and debt instruments. In connection with our
business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) acquisition of inventory; (ii)
developmental expenses associated with a start-up business; and (iii) marketing
expenses. We intend to finance these expenses with further issuances of
securities, and debt issuances. Thereafter, we expect we will need to raise
additional capital and generate revenues to meet long-term operating
requirements. Additional issuances of equity or convertible debt securities will
result in dilution to our current shareholders. Further, such securities might
have rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
15
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
During the period ended June 30, 2010 the company received loans from two
shareholders for $100,699, $30,000 and $3,500. The loans are non-interest
bearing, unsecured and are due on July 13, 2013. And additional $72,988 was
loaned during the three months ended December 31, 2010. The total amount due to
shareholders was $284,874 and $134,199 as of December 31, 2010 and June 30,
2010, respectively.
On December 31, 2010, Vantage Health (through its subsidiary Moxisign Ltd)
entered into an exclusive agreement with Shanghai Kehua Bioengineering Co Ltd,
of China, manufacturers of the Diagnostic Kit for HIV (1+2) Antibody (Colloidal
Gold). This agreement ensures that Vantage Health has exclusive rights over the
next 12 months to sell the Diagnostic Kit for HIV (1+2) Antibody (Colloidal
Gold) in the continent of Africa. The HIV (1+2) Diagnostic Kit (Colloidal Gold)
is a rapid test for the qualitative detection of antibodies to human
immunodeficiency virus 1 and/or 2 in whole blood or serum or plasma. This
agreement will terminate if Vantage Health does not place an order, within six
months of the agreement date, for $500,000 worth of test kits. Vantage Health
has paid $50,000 for this 12 month exclusive right.
Vantage Health neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors.
GOING CONCERN
The financial statements have been prepared "assuming that we will continue as a
going concern," which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact our financial position,
results of operations or cash flows due to adverse change in foreign currency
and interest rates.
EXCHANGE RATE
Our reporting currency is United States Dollars ("USD").
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INTEREST RATE
Any future loans will relate mainly to trade payables and will be mainly
short-term. However our debt may be likely to rise in connection with expansion
and if interest rates were to rise at the same time, this could become a
significant impact on our operating and financing activities. We have not
entered into derivative contracts either to hedge existing risks of for
speculative purposes.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
An evaluation was conducted under the supervision and with the participation of
our management of the effectiveness of the design and operation of our
disclosure controls and procedures as of December 31, 2010. Based on that
evaluation, our management concluded that our disclosure controls and procedures
were effective as of such date to ensure that information required to be
disclosed in the reports that we file or submit under the Exchange Act, is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms. Such officer also confirmed that there was no change in
our internal control over financial reporting during the six-month period ended
December 31, 2010 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. As of
the date of this Quarterly Report, no director, officer or affiliate is (i) a
party adverse to us in any legal proceeding, or (ii) has an adverse interest to
us in any legal proceedings. Management is not aware of any other legal
proceedings pending or that have been threatened against us or our properties.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On August 19, 2010, we filed a registration statement on Form S-1 with the
Securities and Exchange Commission pursuant to which we registered 22,009,375
shares of our restricted common stock to be issued to certain shareholders for
re-sale. The registration statement was declared effective on February 3, 2011.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No report required.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
31.1 Certification of Chief Executive Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule
13a-14(b) or 15d- 14(b) and 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes- Oxley Act of 2002.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
VANTAGE HEALTH
Dated: February 15, 2011 By: /s/ Lisa Ramakrishnan
------------------------------------------
Lisa Ramakrishnan, President and
Chief Executive Officer
Dated: February 15, 2011 By: /s/ Lisa Ramakrishnan
------------------------------------------
Lisa Ramakrishnan, Chief Financial Officer
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