UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K /A

 

	[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the fiscal year ended June 30, 2011
[  ]		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
			For the transition period from _________ to ________
			Commission file number: 333-168930

 

Vantage Health
(Exact name of registrant as specified in its charter)
Nevada	93-0659770
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
11400 West Olympic Boulevard, Suite 640 Los Angeles, CA	90064-1567
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number: 310-477-5811

 

Securities registered under Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
none	not applicable
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, Par Value $0.001 per Share
(Title of each class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

  Yes  [  ]     No  [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

  Yes  [  ]     No  [X]

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

  Yes  [X]     No  [  ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

  Yes  [X]     No  [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

  Yes  [X]     No  [  ]

 

State the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date.   74,250,000 issued and outstanding as of September 30, 2011.

 

DOCUMENTS INCORPORATED BY REFERENCE:  None.

Vantage Health

FORM 10-K ANNUAL REPORT

FOR THE FISCAL YEAR ENDED JUNE 30, 2011 

 

				Page Numbers
PART I				3
ITEM 1.		Business		3
ITEM 1A.		Risk Factors		6
ITEM 1B.		Unresolved Staff Comments		11
ITEM 2.		Properties		11
ITEM 3.		Legal Proceedings		11
ITEM 4.		Removed and Reserved		11
PART II				11
ITEM 5.		Market For Registrant's Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities		11
ITEM 6.		Selected Financial Data		11
ITEM 7.		Management's Discussion And Analysis Of Financial Condition And Results Of Operations		12
ITEM 7A		Quantitative And Qualitative Disclosures About Market Risk		13
ITEM 8.		Financial Statements And Supplementary Data		13
ITEM 9.		Changes In And Disagreements With Accountants On Accounting And Financial Disclosure		14
ITEM 9A.		Controls And Procedures (ITEM 9A(T))		14
ITEM 9B.		Other Information		14
PART III				15
ITEM 10.		Directors, Executive Officers And Corporate Governance		15
ITEM 11.		Executive Compensation		17
ITEM 12.		Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters		18
ITEM 13.		Certain Relationships And Related Transactions, And Director Independence		18
ITEM 14.		Principal Accounting Fees And Services		19
PART IV				20
ITEM 15.		Exhibits, Financial Statements Schedules		20
SIGNATURES				21

 

 

PART I

 

ITEM 1.  BUSINESS

 

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

 

The Company is in the development stage as defined under Statement on Financial Accounting Standards No. 7, Development Stage Enterprises (“SFAS No.7”) (ASC 915-10). As of March 31, 2011 we had no revenues, have minimal assets and have incurred losses since inception.

 

As described in our quarterly report on Form 10-Q for the period ended December 31, 2010 that was filed with the SEC on February 18, 2011, on December 31, 2010, Vantage Health (through its subsidiary Moxisign Ltd) entered into an exclusive agreement with Shanghai Kehua Bioengineering Co Ltd, of China, manufacturers of the Diagnostic Kit for HIV (1+2) Antibody (Colloidal Gold). This agreement ensures that Vantage Health has exclusive rights over the next 12 months to sell the Diagnostic Kit for HI V (1+2) Antibody (Colloidal Gold) in the continent of Africa. The HIV (1+2) Diagnostic Kit (Colloidal Gold) is a rapid test for the qualitative detection of antibodies to human immunodeficiency virus I and/or 2 in whole blood or serum or plasma. This agreement will terminate if Vantage Health does not place an order, within 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. The agreement terminated on June 30, 2011 due to Vantage not having place sufficient orders required under the contract. Vantage believes it can still get the favorable terms provided under the contract in the future; however, there is no guarantee of that.

 

Vantage has also acquired a 51% interest in a newly-formed joint venture in Tanzania that will pursue commercial opportunities in the medical industry in the Republic of Tanzania.

 

On January 31, 2011, Moxisign submitted a proposal for the RT41-2011ME, the supply and delivery of rapid HIV test kits to the State for a period of two years. The supply tender is for approximately 14,000,000 diagnostic rapid screen test kits (approximately US$7M) and 4,600,000 Confirmatory rapid screen test kits (approximately US$2.5M). We cannot predict the likelihood of winning the orders associated with this proposal, although in the event that we are successful in this tender participation, we do not expect to be awarded 100% of the tender value. The contracts are expected to be awarded during 2011.

 

Vantage now devotes fulltime to implementing its overall business plan.

 

Phase 1: IMPORTATION AND DISTRIBUTION IN SOUTH AFRICA

 

Moxisign (PTY) Ltd (“Moxisign”) is a 51% owned South African subsidiary of Vantage Health.  Moxisign was formed as a pharmaceutical distributor with the specific intention of bidding on South African government health care contracts and tenders – in particular; HIV/AIDS medications, and also other health related government tenders including medical equipment, TB drugs and other medical supplies that are either unavailable in South Africa, or too expensive for the government to source from local producers. In addition, Moxisign intends to broaden its governmental and private sector customer base. This expanded reach may add to the scale and flexibility to the Moxisign business model to help us grow substantially within the next three years.

The remaining 49% of Moxisign is owned by a consortium of local Broad Based Black Economic Empowerment (“BBBEE”) partners.

 

The 49% BBEE shareholders are made up of several individuals that are led by Kopano Ke Matla Investment Trust (“Kopano”), which is the investment arm of COSATU, South Africa’s largest Trade Union and part of the tripartite ruling government. Kopano is one of the world’s largest Investment companies. Kopano’s Chairman and Trustee, Mr. Prabir Badal, is also on the Board of Moxisign.

 

In addition, Vantage Health through a South African subsidiary to be formed, Vantage Health South Africa, is targeting the private sector in South Africa. We have approached the Clicks Group Limited (JSE: CLS), (“Clicks”) to supply Clicks with over-the-counter treatments and medications labeled under Clicks’ own brand. A formal purchase order has yet to be signed as we are still at the stage of deciding upon the appropriate products and compiling the necessary paperwork to file at the Medicine Control Council.  Supply to Clicks is not expected to begin until the MCC (Medicine Control Council) has finished the approval process for each drug dossier.

 

Supply Agreements

 

Moxisign intends to be a pharmaceutical distributor.  One aspect of Vantage’s business case is Moxisign’s ability to import into South Africa, medications and treatments competitively priced and based on the partnerships, technology and skills transfer these partners provide.  Moxisign has signed, executed supply agreements with the following entities that covers the pharmaceutical space in which Moxisign intends to compete:

 

India

 

   Amol Pharmaceuticals

 

China

 

   China National Pharmaceutical Group (SINOPHARM) - Letter of Intent stage

   GWK Biotechnology Company

   Kehua Bioengineering

 

Current Status of Moxisign

 

Moxisign is currently awaiting the adjudication of the HIV Rapid Screening test kit tender bid.  This bid was submitted by Moxisign on January 31, 2011, and the total value of the contract is up to US$9.5 million (for a total order of 19 million kits, both diagnostic and confirmatory).  

 

PHASE 2: SADC REGIONAL MARKETS

 

We have also formed a joint venture partnership with a Tanzanian group to enter the Pharmaceutical market in the Republic of Tanzania which is described above.  

 

PHASE 3: MANUFACTURING

 

Vantage Health is in the process of forming a second South Africa subsidiary which will be called Vantage Health South Africa, formed specifically to execute the third phase of the Vantage Health business plan.  Phase 3 is the planning, building, commissioning and operation of a pharmaceutical manufacturing facility.

 

The manufacturing sector has been targeted by the South African government and is identified as a key pillar  in the recent State of the nation address and in the 2010-2013 Industrial Policy Action Plan II and there are, at present, a number of taxation and financial incentives, including grants from the state available to encourage a vibrant manufacturing sector.

 

The pharmaceutical partnerships established have agreed to provide Vantage with the requisite technology and skills transfer to establish the plant.  At present, Vantage is conducting preliminary feasibility assessment towards the building of the API / secondary formulation plant within South Africa.  

South Africa purchases 70% of the global anti-retroviral market alone and, at this time, does not contribute significantly to producing or supplying products for the marketplace.  Vantage sees a gap in the local pharmaceutical manufacturing space that, with the consequent development of employment and associated business in the pharmaceutical, logistics and retail sectors will provide widespread benefits to Africa.  

 

HOSPITALS:  BUILD, OWN, OPERATE, TRANSFER (“BOOT”)

 

An objective that benchmarks our goals is the establishment of a private-public partnership to build, own and operate hospitals.  Transfer of skills to medical, nursing paramedical and operational personnel is fundamental and after a period of time, these hospitals would revert to public ownership.  We have established partners in India and China who are experienced and have executed BOOT hospitals in other resource limited settings in Africa.  Again we intend the structure will take the form of a 51/49 joint venture partnership with the South African government.  .

 

Other areas for opportunities would be utilizing the African Development  AID  from China to build equip and run hospitals in South Africa, as already exists in other parts of Africa such as Ghana.

 

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 and a 51% ownership of Vantage Health Tanzania LTD.

 

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.

 

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.

 

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 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 $247,623 was loaned during the nine months ended June 30, 2011. The total amount due to shareholders was $328,322 and $134,199 as of June 31, 2011 and June 30, 2010, respectively.

 

Vantage Health neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

 

ITEM 1A.  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 SUPPLY AGREEMENT PAST THE 2012 PERIOD.

 

Due to our small size, it can be assumed that many of our competitors have significantly greater financial, technical, marketing and other competitive resources. Accordingly, these competitors may have already begun to establish an expertise with the tender process in South Africa. Our inability to compete with other bidders in the tender process will have an adverse effect on our business, financial condition and results of operations. Moxisign is dependent on being awarded a minimum of 10 % of the tender. This may equate to a dollar value of approximatly$54 million. This dollar value is the figure we estimate to be approximately 10 % of the tender based on the total value of previous Department of Health ARV tender from 2008. It is envisaged that Moxisign may structure its bid to generate cash flow margins of 20%. If so, then 20% of $54 million (approximately $11 million), would equate to approximately ZAR77 million, and this amount would be sufficient to begin construction or purchase of a formulation/packaging plant, or begin the process of building a manufacturing facility.

 

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 Moxisign and Vantage Health Tanzania LTD. intends on working with are located in China and India. A technology partnership is needed in order to obtain the pre-manufactured API products. If Moxisign and Vantage Health Tanzania Ltd., are unable to arrange a technology partnership our business will fail.

 

BECAUSE OUR OFFICERS AND DIRECTORS HAVE NO EXPERIENCE BUILDING AND OPERATING A PHARMACEUTICAL FACILITY WE WILL NEED TO PROCURE ADDITIONAL EXPERTISE OR OUR BUSINESS WILL FAIL.

 

Current officers and directors of Vantage Health do not have the expertise to build and operate a pharmaceutical facility. In order to complete our proposed business plan we must source and procure additional staff with expertise in building and operating a pharmaceutical facility. If we are unable to source and hire the required expertise our business will fail.

 

WE REQUIRE SIGNIFICANT ADDITIONAL FUNDS IN ORDER TO COMPLETE OUR PROPOSED BUSINESS PLAN. IF WE ARE UNABLE TO RAISE THESE FUNDS OUR BUSINESS WILL FAIL.

 

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 capital will be utilized for operating capital of $5,000,000 including the purchase of formulated ARV’s for the initial supply agreement and $15,000,000 for the construction of the manufacturing plant for ARV’s. The 350 tonnes per annum is only an assumption at this point and could change based on the size of a tender awarded to Moxisign, if any at all. We plan to obtain capital in three ways:

 

1. Through retained earnings from the first two years of operations from the supply contract with a technology partner

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. If we are unable to obtain financing our business will fail.

 

WE ARE AT RISK OF ADDITIONAL COMPETITION FROM FOREIGN CONTROLLED ENTITIES THAT MAY CONSTRUCT DOMESTIC PRODUCTION FACILITIES.

 

It is possible that foreign pharmaceutical manufacturers or suppliers may construct, or are in the process of constructing manufacturing facilities in South Africa, in order to supply the South African government, and participate in South African government tenders. As such, substantial competitive risk exists that may leave Moxisign unable to participate competitively in future government tenders.

 

THE COMPANY IS AT RISK OF POSSIBLE CHANGES OF THE ARV OF CHOICE TO DIFFERENT FDC.

 

A possible change of the ARV of choice to a different FDC would affect the business s operation plans. Depending upon the phase of the business that Moxisign had reached, and dependent upon any alteration in the Department of Health tender, it is possible that we may have to alter our importation or manufacturing processes to cater for this change.

 

 

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.

 

BECAUSE A DIRECTOR OWNS 80.92% 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 cannot raise financing to meet our obligations, we will be insolvent and will be forced to cease our business operations.

 

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.

Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from executing our BUSINESS PLAN.

 

The timing and amount of our working capital and capital expenditure requirements may vary significantly depending on many factors, including:

 

- market acceptance of our products;

- the need to adapt to changing government regulations;

- the existence of opportunities for expansion; and

- access to and availability of sufficient management, technical, marketing and financial personnel.

 

Our current capital resources are not sufficient to satisfy our liquidity needs. We must therefore seek to sell additional equity or debt securities or obtain other debt financing. The sale of additional equity or convertible debt securities would result in additional dilution to our stockholders. Additional debt would result in increased expenses and could result in covenants that would restrict our operations. We have not made arrangements to obtain additional financing. We may not be able to obtain additional financing, if required, in amounts or on terms acceptable to us, or at all.

 

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

 

If we are unable to hire and retain key personnel, we may not be able to implement our business plan.

 

Due to the specified nature of our business, having certain key personnel is essential to survival of our business. We rely heavily on Dr. Ramakrishnan to execute our business plan. Consequently, the loss of Dr. Ramakrishnan may have a substantial effect on our future success or failure. We do not have and generally do not intend to acquire keyman life insurance on any of our executives. We may have to recruit qualified personnel with competitive compensation packages, equity participation, and other benefits that may affect the working capital available for our operations. Management may have to seek to obtain outside independent professionals to assist them in assessing the merits and risks of any business proposals as well as assisting in the development and operation of many company projects. No assurance can be given that we will be able to obtain such needed assistance on terms acceptable to us. Our failure to attract additional qualified employees or to retain the services of key personnel could have a material adverse effect on our operating results and financial condition.

 

 

We do not have product liability insurance and we could be exposed to substantial liability.

 

We face an inherent business risk of exposure to product liability claims in the event that the use of our products is alleged to have resulted in adverse side effects. Adverse side effects, marketing or manufacturing problems pertaining to any of our products could result in:

 

- decreased demand for our products;

- adverse publicity resulting in injury to our reputation;

- product liability claims and significant litigation costs;

- substantial monetary awards to or costly settlements with consumers;

- product recalls;

- loss of revenues; or

- the inability to commercialize future products.

 

To date, we have not experienced any product liability claims. However, that does not mean that we will not have any such claims with respect to our products in the future. We do not carry product liability insurance. The lack of product liability insurance exposes us to risks associated with potential product liability claims, which can be significant.

 

The existence of government regulation in South Africa and tanzania present hurdles to executing our business plan.

 

Our operations are subject to various laws and regulations in South Africa and Tanzania. These laws and regulations govern the research, development, sale and marketing of pharmaceuticals, taxes, labor standards, occupational health and safety, toxic substances, chemical products and materials, waste management and other matters relating to the pharmaceutical industry. We may require permits, registrations or other authorizations to maintain our operations and to carry out our future research and development activities, and these permits, registrations or authorizations will be subject to revocation, modification and renewal.

 

Existing regulatory requirements for Moxisign are that Moxisign needs to become registered as a pharmaceutical producer with the MCC of South Africa. Our company has commenced this registration process and the process of applying with the Inspectorate of the MCC for registration. Once Moxisign is registered with the MCC it will be then have to apply for registration with the Department of Health in order to be eligible to bid for government tenders as a pharmaceutical supplier. It also will need to be registered with the Pharmacy Council of South Africa.

 

Once Moxisign is registered with the MCC, DOH and the Pharmancy Council it will need to get its ARV samples tested and then registered with the MCC. This drug registration will involve submitting the necessary pharmaceutical dossiers and common technical documents to the MCC. Since these ARVs are generics, the registration process is fairly routine as there is no need for new clinical data or clinical studies, although biostudies (bio-equivalence and bio-availiability assays are required). Then with these bio-studies, the ARVs once they have also completed stability testing will need to be submitted for registration with the MCC. This can be fast-tracked by the application to the Minister of Health as ARV’s are deemed vital for the HIV/AIDS health crisis. This process could take 4-6 months.

 

Once the medicines are registered with the MCC, then the ARVs may be utilized for supplying a tender. In order for Moxisign to later commence production of ARVs would also entail a further registration requirement from the MCC as a pharmaceutical manufacturer and warehousing license. This would require a Quality Control pharmacist, a Production pharmacist and a Regulatory pharmacist to be employed by Moxisign.

 

These and other government obstacles along with our limited resources may make it difficult to penetrate the market in South Africa for our products. If we are unable to successfully maneuver the South African government regulatory processes, we may have to endure delays in the tender process, which could adversely affect our ability to continue as a going concern.

 

 

ITEM 1B.  UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 2. PROPERTIES

 

Offices are located at 11400 West Olympic Boulevard, Los Angeles, California 90064-1567 and our corporate number is 310-477-8811.

 

ITEM 3.  LEGAL PROCEEDINGS.

 

Since inception, none of the following occurred with respect to a present or former director or executive officer of the Company: (1) any bankruptcy petition filed by or against any business of which such person 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 (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

ITEM 4.  REMOVED AND RESERVED

 

PART II

 

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Our common shares are quoted on the NASDAQ OTCBB under the symbol VNTH.

 

Dividend Policy

 

We have never paid any cash dividends on our common shares, and we do not anticipate that we will pay any dividends with respect to those securities in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion and development of our business.

 

Equity Compensation Plan Information

 

Stock Option Plan

 

The Company, at the current time, has no stock option plan or any equity compensation plans.

 

ITEM 6.  SELECTED FINANCIAL DATA.

 

Not required.

 

 

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Management's Discussion and Analysis contains various "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10-K, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to "anticipates", "believes", "plans", "expects", "future" and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company's business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.

 

Results of operations

 

From Inception on April 21, 2010 to June 30, 2011

Our loss from operations since inception is $438,008 . 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.

 

Liquidity and capital resources

 

As of the date of this filing, we have yet to generate any revenues from our business operations.

As of June 30, 2011, our total assets were $14,223 and our total liabilities were $376,137.

 

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 in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited financial and managerial resources, lack of managerial experience 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 the year ended June 30, 2011, the period from April 21, 2010 (Date of Inception) to May 31, 2010 and the period from April 21, 2010 (Date of Inception) to June 30, 2011

 

We did not earn any revenues for the fiscal year ending June 30, 2011. Our net loss before loss attributable to non-controlling interest for the fiscal year ended June 30, 2011 was ($398,675) compared to ($7,264) in 2010 and $(405,939) during the period from inception (April 21, 2010) to June 30, 2011. General and administrative expenses incurred during the fiscal year ended June 30, 2011 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, and developmental costs.

 

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.

 

As at our fiscal year end June 30, 2011, our current assets were $14,223 and our total liabilities were $376,137 which resulted in a working capital deficit of ($361,914). As at the fiscal year ended June 30, 2011, current liabilities were comprised of $328,322 in loans from a shareholder and $347,815 in accounts payable and accrued expenses.

 

Stockholders’ equity (deficit) decreased from $3,256 at June 30, 2010 to ($361,914) at June 30, 2011.

 

We have not generated positive cash flows from operating activities. For the fiscal year ended June 30, 2011, net cash flows used in operating activities was ($284,439), compared to ($23,685) for the fiscal year ended June 31, 2010 and ($308,124) for the period from April 21, 2010 (Inception) to June 30, 2011 .We have financed our operations primarily from either advancements or the issuance of equity and debt instruments for the fiscal year ended June 30, 2011. For the period from inception (April 21, 2010) to June 30, 2011, net cash provided by financing activities was $386,475 received from sale of common stock and advances from Shareholders. During the fiscal year ending June 30, 2011 net cash flow provided by financing activities was $244,123 received from loans from a shareholder.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We have not entered into 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 and would be considered material to investors. Certain officers and directors of the Company have provided personal guarantees to our various lenders as required for the extension of credit to the Company.

 

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required.

 

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Index to Financial Statements Required by Article 8 of Regulation S-X:

 

Audited Financial Statements:
F-1	Report of Independent Registered Public Accounting Firm
F-2	Consolidated Balance Sheets as of June 30, 2011 and 2010
F-3	Consolidated Statements of Operations for the Periods ended June 30, 2011 and 2010 and the Period from April 21, 2010 (Inception) to June 30, 2011
F-4	Consolidated Statements of Other Comprehensive Income (Loss) for the Periods ended June 30, 2011 and 2010 and the Period from April 21, 2010 (Inception) to June 30, 2011
F-5	Consolidated Statement of Stockholders’ Equity (Deficit) as of June 30, 2011
F-6	Consolidated Statements of Cash Flows for the Periods ended June 30, 2011 and 2010 and the Period from April 21, 2010 (Inception) to June 30, 2011
F-7	Notes to Consolidated Financial Statements

 

  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

Cape Town, South Africa

 

We have audited the accompanying consolidated balance sheets of Vantage Health and subsidiary as of June 30, 2011 and 2010, and the related consolidated statements of operations, other comprehensive income (loss), stockholders’ equity (deficit), and cash flows for the periods ended June 30, 2011 and 2010 and the period from April 21, 2010 (date of inception) to June 30, 2011. 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 conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 audits 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 audits 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 and subsidiary as of June 30, 2011 and 2010, and the results of their operations and cash flows for the periods ended June 30, 2011 and 2010 and the period from April 21, 2010 (date of inception) to June 30, 2011, 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 will continue as a going concern. As discussed in Note 10 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 10. 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

October 13, 2011

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2011 AND 2010

 

		2011				2010
ASSETS
Current Assets
Cash and equivalents		$	14,223			$	121,034
Prepaid expenses			0				23,349
Deposit			0				0
Total Current Assets			14,223				144,383
TOTAL ASSETS		$	14,223			$	144,383
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses		$	47,815			$	6,928
Long – Term Liabilities
Shareholder loans			328,322				134,199
Total Liabilities			376,137				141,127
Stockholders’ Equity (Deficit)
Common Stock, $.001 par value, 250,000,000 shares authorized, 74,250,000 and 74,150,000 shares issued and outstanding, respectively			74,250				74,150
Additional paid-in capital			97,460				15,560
Non-controlling interest			(142,238	)			(637	)
Accumulated other comprehensive income (loss)			(10,485	)			6,010
Deficit accumulated during the development stage			(380,901	)			(91,827	)
Total Stockholders’ Equity (Deficit)			(361,914	)			3,256
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		$	14,223			$	144,383

 

See accompanying notes to financial statements.

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE PERIODS ENDED JUNE 30, 2011 AND 2010

FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO JUNE 30, 2011

 

		Year Ended June 30, 2011				Period Ended June 30, 2010				Period from April 21, 2010 (Inception) to June 30, 2011
REVENUES		$	0			$	0			$	0
EXPENSES
Professional fees			27,559				6,832				34,391
Office expenses			28,071				63				28,134
Officer/director compensation			7,000				0				7,000
Stock-based compensation			32,000				0				32,000
Consulting			212,971				0				212,971
Deposit impairment			50,000				0				50,000
Travel and entertainment			71,316				142				71,458
Bank fees			1,827				227				2,054
TOTAL OPERATING EXPENSES			430,744				7,264				438,008
LOSS FROM OPERATIONS			(430,744	)			(7,264	)			(438,008	)
OTHER INCOME (EXPENSE)
Interest income			69				0				69
TOTAL OTHER INCOME (EXPENSE)			69				0				69
LOSS BEFORE NON-CONTROLLING INTEREST			(430,675	)			(7,264	)			(437,939	)
LESS: LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST			141,601				637				142,238
LOSS BEFORE PROVISION FOR INCOME TAXES			(289,074	)			(6,627	)			(295,701	)
PROVISION FOR INCOME TAXES			0				0				0
NET LOSS		$	(289,074	)		$	(6,627	)		$	(295,701	)
LOSS PER SHARE: BASIC AND DILUTED		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE COMMON SHARES OUTSANDING: BASIC AND DILUTED			74,153,014				36,777,641

 

See accompanying notes to financial statements.

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS)

FOR THE PERIODS ENDED JUNE 30, 2011 AND 2010

FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO JUNE 30, 2011

 

		Year Ended June 30, 2011				Period Ended June 30, 2010				Period from April 21, 2010 (Inception) to June 30, 2011
Net Loss		$	(289,074	)		$	(6,627	)		$	(295,701	)
Foreign Currency Translation:
Change in cumulative translation adjustment			(16,495	)			6,010				(10,485	)
Income tax benefit (expense)			0				0				0
Total		$	(16,495	)		$	6,010			$	(10,485	)

 

See accompanying notes to financial statements.

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO JUNE 30, 2011

		Common Stock								Additional Paid				Non-Controlling				Accumulated Other Comprehensive Income				Deficit Accumulated During the Development
		Shares				Amount				in Capital				Interest				(Loss)				Stage				Total
Inception, April 21, 2010			0			$	0			$	0			$	0			$	0			$	0			$	0
Shares issued to founder for cash			60,000,000				60,000				—				—				—				—				60,000
Shares issued for cash at $0.0015 per share			3,712,500				3,713				1,856				—				—				—				5,569
Shares issued for cash at $0.002 per share			5,000,000				5,000				5,000				—				—				—				10,000
Shares issued for cash at $0.0025 per share			3,700,000				3,700				5,550				—				—				—				9,250
Shares issued for cash at $0.00275 per share			1,287,500				1,287				2,254				—				—				—				3,541
Shares issued for cash at $0.003 per share			450,000				450				900				—				—				—				1,350
Deemed dividend created by acquisition of 51% of entity under common control			—				—				—				—				—				(85,200	)			(85,200	)
Net loss for the 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
Forgiveness of shareholder loan			—				—				50,000				—				—				—				50,000
Shares issued for services to director			100,000				100				31,900				—				—				—				32,000
Net loss for the year ended June 30, 2011			—				—				—				(141,601	)			(16,495	)			(289,074	)			(447,170	)
Balance, June 30, 2011			74,250,000			$	74,250			$	97,460			$	(142,238	)		$	(10,485	)		$	(380,901	)		$	(361,914	)

 

See accompanying notes to financial statements.

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIODS ENDED JUNE 30, 2011 AND 2010

FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO JUNE 30, 2011

 

		Year Ended June 30, 2011				Year Ended June 30, 2010				Period from April 21, 2010 (Inception) to June 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period		$	(289,074	)		$	(6,627	)		$	(295,701	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Stock-based compensation			32,000				0				32,000
Deposit impairment			50,000				0				50,000
Loss attributable to non-controlling interest			(141,601	)			(637	)			(142,238	)
Changes in assets and liabilities:
(Increase) decrease in prepaid expenses			23,349				(23,349	)			0
Increase in accounts payable and accrued expenses			40,887				6,928				47,815
CASH FLOWS USED BY OPERATING ACTIVITIES			(284,439	)			(23,685	)			(308,124	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for deposit			(50,000	)			0				(50,000	)
Cash paid for acquisition of 51% interest in Moxisign			0				(3,643	)			(3,643	)
CASH FLOWS USED BY INVESTING ACTIVITIES			(50,000	)			(3,643	)			(53,643	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock			0				89,710				89,710
Proceeds from notes payable – related parties			247,623				52,642				300,265
Payments on notes payable – related parties			(3,500	)			0				(3,500	)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES			244,123				142,352				386,475
Effect of exchange rate changes on cash			(16,495	)			6,010				(10,485	)
NET INCREASE (DECREASE) IN CASH			(106,811	)			121,034				14,223
Cash, beginning of period			121,034				0				0
Cash, end of period		$	14,223			$	121,034			$	14,223
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest		$	0			$	0			$	0
Cash paid for income taxes		$	0			$	0			$	0
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION:
Deemed dividend related to acquisition of subsidiary		$	0			$	85,200			$	85,200

 

See accompanying notes to financial statements.

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

 

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES

 

Nature of Business

Vantage Health (“Vantage Health” and the “Company”) is a development stage company and was incorporated in Nevada on April 21, 2010.

 

The Company intends to build and operate an Active Pharmaceutical Ingredients (“APIs”) manufacturing plant alongside a formulation and packaging plant in South Africa to meet the growing market needs for Anti-retrovirals (“ARVs”) in South Africa and potentially other African countries. The company intends to build an Antiretroviral Active Pharmaceutical Ingredient (API) manufacturing plant in South Africa in order to supply the growing demand in the fight against HIV/AIDS.

 

Development Stage Company

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, and there has been no significant revenues there from.

 

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company has adopted a June 30 fiscal year end.

 

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority-owned subsidiary. Significant intercompany accounts and transactions have been eliminated.

 

Cash and Cash Equivalents

Vantage Health considers all highly liquid investments with maturities of three months or less to be cash equivalents. At June 30, 2011 and June 30, 2010, the Company had $14,223 and $121,034 of cash, respectively.

 

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, deposits, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

Revenue Recognition

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

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

 

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of June 30, 2011.

 

Other Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss) and other gains and losses affecting stockholder’s equity that, under GAAP, are excluded from net income (loss), including foreign currency translation adjustments, gains and losses related to certain derivative contracts, and gains or losses, prior service costs or credits, and transition assets or obligations associated with pension or other postretirement benefits that have not been recognized as components of net periodic benefit cost.

 

Foreign Currency Translation

The functional currency of the Company is the United States Dollar. The financial statements of the Company’s South African subsidiary are translated from the South African Rand to U.S. dollars using the period exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transaction occurs. Net gains and losses resulting from foreign exchange translations are included in the statements of operations and changes in stockholders’ equity as other comprehensive income (loss).

 

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718). To date, the Company has not adopted a stock option plan and has not granted any stock options.

 

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

NOTE 2 – PREPAID EXPENSES

 

The amount recorded as prepaid expense at June 30, 2010 was for consulting services to be used during the year ended June 30, 2011. Prepaid expenses were $0 and $23,349 as of June 30, 2011 and 2010, respectively.

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

 

NOTE 3 – DEPOSITS

 

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.

 

The agreement terminated on June 30, 2011 as Vantage had not met the conditions of the agreement. Due to the termination of the agreement the deposit was impaired to $0 at June 30, 2011.

 

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.

 

During the year ended June 30, 2011, the $3,500 loan was repaid in full.

 

An additional $247,623 was loaned from a shareholder during the year ended June 30, 2011.

 

During the year ended June 30, 2011, a shareholder forgave loans totaling $50,000 which have been recorded as contributed capital.

 

The total amount due to the shareholders was $328,322 and $134,199 as of June 30, 2011 and 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.

 

During the year ended June 30, 2011, a shareholder forgave loans totaling $50,000 which have been recorded as contributed capital.

 

On June 30, 2011 a director of the company was issued 100,000 shares of restricted common stock valued at $32,000 for services rendered.

 

There are 74,250,000 shares issued and outstanding as of June 30, 2011.

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

 

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.

 

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 – 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.

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

 

NOTE 9 – INCOME TAXES

 

For the year ended June 30, 2011, Vantage Health has incurred a net loss of approximately $289,000 and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $296,000 at June 30, 2011, and will expire beginning in the year 2030. The provision for Federal income tax consists of the following:

 

		2011				2010
Federal income tax attributable to:
Current Operations		$	98,285			$	2,253
Less: valuation allowance			(98,285	)			(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:

 

		2011				2010
Deferred tax asset attributable to:
Net operating loss carryover		$	100,538			$	2,253
Valuation allowance			(100,538	)			(2,253	)
Net deferred tax asset		$	0			$	0

 

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

 

Subsequent to year end, the Company formed a wholly-owned subsidiary in Tanzania. All operations of the subsidiary have been financed through shareholder loans to this point.

 

Management has evaluated subsequent events through October 13, 2011, the date on which the financial statements were issued, and has determined it does not have any material subsequent events to disclose other than those mentioned above.

 

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

We have had no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures with our accountants for the year ended June 30, 2011 or any interim period.

We have not had any other changes in nor have we had any disagreements, whether or not resolved, with our accountants on accounting and financial disclosures during our two recent fiscal years or any later interim period.

 

ITEM 9A.  CONTROLS AND PROCEDURES (ITEM 9A(T))

 

a) Evaluation of Disclosure Controls and Procedures

 

Our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

 

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company's internal control over financial reporting as of June 30, 2011. In making this assessment, our Chief Executive Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -- Integrated Framework. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer, concluded that, as of June 30, 2011, our internal control over financial reporting was not effective.

 

b) Changes in Internal Control over Financial Reporting.

 

During the Quarter ended June 30, 2011, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B.  OTHER INFORMATION

 

None.

 

 

PART III

 

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

The following table sets forth certain information with respect to our directors, executive officers and key employees.

 

Name of Director		Age
Lisa Ramakrishnan		39
Stephen Lowe		52
Executive Officers:
Name of Officer		Age		Office
Lisa Ramakrishnan		39		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

 

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.

 

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.

 

Compensation of Directors

 

We do not pay our Directors any fees in connection with their role as members of our Board. Directors are not paid for meetings attended at our corporate headquarters or for telephonic meetings. Our Directors are reimbursed for travel and out-of-pocket expenses in connection with attendance at Board meetings. Each board member serves for a one year term until elections are held at each annual meeting.

 

Directors are elected at the Company's annual meeting of Stockholders and serve for one year until the next annual Stockholders' meeting or until their successors are elected and qualified. Officers are elected by the Board of Directors and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board. The Company reimburses all Directors for their expenses in connection with their activities as directors of the Company. Directors of the Company who are also employees of the Company will not receive additional compensation for their services as directors.

 

Family Relationships

 

There are no family relationships on the Board of Directors.

 

Involvement In Certain Legal Proceedings

To the best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director or executive officer of the Company: (1) any bankruptcy petition filed by or against any business of which such person 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 (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Commission or the commodities futures trading commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

ITEM 11.  EXECUTIVE COMPENSATION

 

Summary Compensation Table

 

The following table sets forth for the fiscal year ended June 30, 2011, the compensation awarded to, paid to, or earned by, our Officers and Directors whose total compensation was zero.

 

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compens- ation ($)	Total ($)
Lisa Ramakrishnan President, CEO, CFO, Treasurer, Chief Accounting Officer, and director	2010	None	None	None	None	None	None	None	None
Steven Lowe Secretary and Director	2010	None	None	$32,000	None	None	None	None	$32,000

 

 

Steven Lowe was issued 100,000 restricted shares on June 20, 2011 at a price of $0.32 per share.

 

Outstanding Equity Awards At Fiscal Year-End Table

 

None.

 

Option Exercises And Stock Vested Table

 

None.

 

PENSION BENEFITS TABLE

 

None.

 

Nonqualified Deferred Compensation Table

 

None.

 

All Other Compensation Table

 

None.

 

Perquisites Table

 

None.

Potential Payments Upon Termination Or Change In Control Table

 

None.

 

Long-Term Incentive Plan Awards

 

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to our financial performance, our stock price, or any other measure.

 

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

The following table sets forth certain information regarding beneficial ownership of the common stock as of June 30, 2011, by (i) each person who is known by the Company to own beneficially more than 5% of any classes of outstanding Stock, (ii) each director of the Company, (iii) each officer and (iv) all directors and executive officers of the Company as a group.

 

The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted. 

 

Title of Class	Name and address of  beneficial owner	Amount of beneficial ownership
Common Stock	Lisa Ramakrishnan	60,000,000
	President, Chief Executive Officer, Chief Financial, Officer,  Treasurer, Chief Accounting Officer and sole Director
	17 OuWingerd Road Capetown South Africa 7806
Common Stock	All Officers and Directors as a group that consists of one person	60,000,000 shares

 

[1]        The person named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his/its direct and indirect stock holdings.

 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

There have been no material transactions during the past two years between us and any officer, director or any stockholder owning greater than 5% of our outstanding shares, nor any of their immediate family members.

 

 

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The following table sets forth fees related to services performed by Silberstein Ungar, PLLC CPA in 2010 and 2011.

 

			2011				2010
			Silberstein Ungar, PLLC				Silberstein Ungar, PLLC
Audit Fees		$	13,500			$	5,000
Audit-Related Fees (2)			0				0
Tax Fees (3)			0				0
All Other Fees (4)			0				0
Total		$	13,500			$	5,000

 

The Board of Directors has reviewed and discussed with the Company's management and independent registered public accounting firm the audited financial statements of the Company contained in the Company's Annual Report on Form 10-K for the Company's 2011 fiscal year. The Board has also discussed with the auditors the matters required to be discussed pursuant to SAS No. 114 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of the Company's financial statements.

 

The Board has received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by PCAOB Rule 3526, and has discussed with its auditors its independence from the Company. The Board has considered whether the provision of services other than audit services is compatible with maintaining auditor independence.

 

Based on the review and discussions referred to above, the Board approved the inclusion of the audited financial statements be included in the Company's Annual Report on Form 10-K for its 2011 fiscal year for filing with the SEC.

 

Pre-Approval Policies

 

The Board's policy is now to pre-approve all audit services and all permitted non-audit services (including the fees and terms thereof) to be provided by the Company's independent registered public accounting firm; provided, however, pre-approval requirements for non-audit services are not required if all such services (1) do not aggregate to more than five percent of total revenues paid by the Company to its accountant in the fiscal year when services are provided; (2) were not recognized as non-audit services at the time of the engagement; and (3) are promptly brought to the attention of the Board and approved prior to the completion of the audit.

 

The Board pre-approved all fees described above.

 

 

PART IV

 

 ITEM 15.  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

 

(a)	Financial Statements and Schedules

 

Financial Statements (See Item 8)

 

(b)

Exhibits

 

3.1	Articles of Incorporation (1)
3.2	By-laws (1)
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(1)	Incorporated by reference to the Form. S-1 filed with the Securities and Exchange Commission on August 19, 2010.
(2)	Filed herein.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Signatures	Title	Date
By:  /s/ Lisa Ramakrishnan Lisa Ramakrishnan	President, Chief Executive Officer, Director	November 21, 2011

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  /s/ Lisa Ramakrishnan Lisa Ramakrishnan

Secretary, Treasurer Chief Executive Officer, Director

November 21, 2011