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 March 31, 2012
[ ] 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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the
Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.
Yes[ ] No[ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most practicable date:
Class Outstanding as of May 15, 2012
----- ------------------------------
Common Stock, $0.01 80,025,000
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 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
Item 4. Controls and Procedures 18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
Item 3. Defaults Upon Senior Securities 19
Item 4. Mine Safety Disclosures 19
Item 5. Other Information 19
Item 6. Exhibits 19
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS (unaudited)
AS OF MARCH 31, 2012 AND JUNE 30, 2011
March 31, 2012 June 30, 2011
-------------- -------------
ASSETS
Current Assets
Cash and equivalents $ 368,126 $ 14,223
Accounts receivable 33,957 0
--------- ---------
Total Current Assets 402,083 14,223
Property and equipment, net 29,278 0
Note receivable 1,386 0
Note receivable - related party 2,205 0
--------- ---------
TOTAL ASSETS $ 434,952 $ 14,223
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses $ 57,579 $ 47,815
Long - Term Liabilities
Shareholder loans 852,539 328,322
--------- ---------
Total Liabilities 910,118 376,137
--------- ---------
Stockholders' Deficit
Common Stock, $.001 par value, 250,000,000 shares authorized,
80,025,000 and 74,250,000 shares issued and outstanding, respectively 80,025 74,250
Additional paid-in capital 380,435 97,460
Stock subscription receivable (118,750) 0
Non-controlling interest (285,032) (142,238)
Accumulated other comprehensive income (loss) 30,816 (10,485)
Deficit accumulated during the development stage (562,660) (380,901)
--------- ---------
Total Stockholders' Deficit (475,166) (361,914)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 434,952 $ 14,223
========= =========
See accompanying notes to financial statements.
3
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2012 AND 2011
FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO MARCH 31, 2012
Period from
Three Months Three Months Nine Months Nine Months April 21, 2010
Ended Ended Ended Ended (Inception) to
March 31, March 31, March 31, March 31, March 31,
2012 2011 2012 2011 2012
------------ ------------ ------------ ------------ ------------
REVENUES $ 32,397 $ 0 $ 68,772 $ 0 $ 68,772
COST OF GOODS SOLD
Medical goods 36,524 0 72,176 0 72,176
------------ ------------ ------------ ------------ ------------
GROSS PROFIT (LOSS) (4,127) 0 (3,404) 0 (3,404)
------------ ------------ ------------ ------------ ------------
OPERATING EXPENSES
Professional fees 6,495 5,065 17,216 18,386 51,607
Office expenses 54,535 6,444 175,414 9,920 203,548
Officer/director compensation 0 0 3,500 0 10,500
Stock based compensation 0 0 0 0 32,000
Consulting 22,089 64,483 49,101 200,088 262,072
Deposit impairment 0 0 0 0 50,000
Travel and entertainment 8,785 18,894 76,801 44,221 148,259
Bank fees 191 300 1,323 1,099 3,379
------------ ------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 92,095 95,186 323,355 273,714 761,365
------------ ------------ ------------ ------------ ------------
LOSS FROM OPERATIONS (96,222) (95,186) (326,759) (273,714) (764,769)
OTHER INCOME (EXPENSE)
Interest income 0 0 0 68 69
------------ ------------ ------------ ------------ ------------
TOTAL OTHER INCOME (EXPENSE) 0 0 0 68 69
------------ ------------ ------------ ------------ ------------
LOSS BEFORE NON-CONTROLLING INTEREST (96,222) (95,186) (326,759) (273,646) (764,700)
LESS: LOSS ATTRIBUTABLE TO NON-CONTROLLING
INTEREST 40,973 41,817 145,000 117,028 287,238
------------ ------------ ------------ ------------ ------------
LOSS BEFORE PROVISION FOR INCOME TAXES (55,249) (53,369) (181,759) (156,618) (477,462)
PROVISION FOR INCOME TAXES 0 0 0 0 0
------------ ------------ ------------ ------------ ------------
NET LOSS $ (55,249) $ (53,369) $ (181,759) $ (156,618) $ (477,462)
============ ============ ============ ============ ============
LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
WEIGHTED AVERAGE COMMON SHARES OUTSANDING:
BASIC AND DILUTED 80,025,000 74,150,000 78,859,149 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 THREE AND NINE MONTHS ENDED MARCH 31, 2012 AND 2011
FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO MARCH 31, 2012
Period from
Three Months Three Months Nine Months Nine Months April 21, 2010
Ended Ended Ended Ended (Inception) to
March 31, March 31, March 31, March 31, March 31,
2012 2011 2012 2011 2012
---------- ---------- ---------- ---------- ----------
Net Loss $ (55,249) $ (53,369) $ (181,759) $ (156,618) $ (477,462)
---------- ---------- ---------- ---------- ----------
Foreign Currency Translation:
Change in cumulative translation
adjustment (20,601) 5,608 41,301 (17,431) 30,816
Income tax benefit (expense) 0 0 0 0 0
---------- ---------- ---------- ---------- ----------
Total $ (20,601) $ 5,608 $ 41,301 $ (17,431) $ 30,816
========== ========== ========== ========== ==========
See accompanying notes to financial statements.
5
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (unaudited)
FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO MARCH 31, 2012
Accumulated Deficit
Other Accumulated
Common Stock Additional Stock Non- Comprehensive During the
------------------ Paid in Subscription Controlling Income Development
Shares Amount Capital Receivable Interest (Loss) Stage Total
------ ------ ------- ---------- -------- ------ ----- -----
Inception, April 21, 2010 0 $ 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 year
ended June 30, 2010 -- -- -- -- (637) 6,010 (6,627) (1,254)
---------- ------- -------- --------- --------- -------- --------- ---------
Balance, June 30, 2010 74,150,000 74,150 15,560 0 (637) 6,010 (91,827) 3,256
Debt forgiven shareholder -- -- 50,000 -- -- -- -- 50,000
Shares issued for services 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 0 (142,238) (10,485) (380,901) (361,914)
Warrants exercised for
cash or notes at $0.05
per share 5,775,000 5,775 282,975 (118,750) -- -- -- 170,,000
Acquisition of 51% of
entity -- -- -- -- 2,206 -- -- 2,206
Net loss for the nine
months ended March 31, 2012 -- -- -- -- (145,000) 41,301 (181,759) (285,458)
---------- ------- -------- --------- --------- -------- --------- ---------
Balance, March 31, 2012 80,025,000 $80,025 $380,435 $(118,750) $(285,032) $ 30,816 $(562,660) $(475,166)
========== ======= ======== ========= ========= ======== ========= =========
See accompanying notes to financial statements.
6
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
FOR THE NINE MONTHS ENDED MARCH 31, 2012 AND 2011
FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO MARCH 31, 2012
Period from
Nine Months Nine Months April 21, 2010
Ended Ended (Inception) to
March 31, March 31, March 31,
2012 2011 2012
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (181,759) $ (156,618) $ (445,460)
Adjustments to Reconcile Net Loss to Net Cash
Used in Operating Activities:
Deposit impairment 0 0 50,000
Depreciation 364 0 364
Loss attributable to non-controlling interest (145,000) (117,028) (287,238)
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (33,957) 0 (33,957)
(Increase) decrease in prepaid expenses 0 23,349 0
Increase (decrease) in accounts payable and accrued expenses 9,764 1,454 57,579
---------- ---------- ----------
Net Cash Used by Operating Activities (350,588) (248,843) (658,712)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisition of furniture and fixtures (29,642) 0 (29,642)
Cash paid for deposit 0 (50,000) (50,000)
Notes receivable extended (3,591) 0 (3,591)
Cash paid for acquisition of 51% interest in Moxisign 0 0 (3,643)
---------- ---------- ----------
Net Cash Used by Investing Activities (33,233) (50,000) (86,876)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock 0 0 89,710
Non-controlling interest in Vantage Health Tanzania 2,206 0 2,206
Proceeds from exercise of stock warrants 170,000 0 170,000
Proceeds from notes payable - related parties 524,217 213,827 824,482
Payments on notes payable - related parties 0 0 (3,500)
---------- ---------- ----------
Net Cash Provided by (Used by) Financing Activities 696,423 213,827 1,082,898
---------- ---------- ----------
Effect of exchange rate changes on cash 41,301 (17,833) 30,816
NET INCREASE (DECREASE) IN CASH 353,903 (102,849) 368,126
Cash, beginning of period 14,223 121,034 0
---------- ---------- ----------
Cash, end of period $ 368,126 $ 18,185 $ 368,126
========== ========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 0 $ 0 $ 0
========== ========== ==========
Cash paid for income taxes $ 0 $ 0 $ 0
========== ========== ==========
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION:
Deemed dividend related to acquisition of subsidiary $ 0 $ 0 $ 85,200
Exercise of stock warrants for stock subscription receivable $ 268,750 $ 0 $ 268,750
========== ========== ==========
See accompanying notes to financial statements.
7
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
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, 2011. 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 adopted a June 30 year end.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its majority-owned subsidiaries. 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 March 31, 2012 and June 30, 2011, the
Company had $368,126 and $14,223 of cash, respectively.
Property and Equipment
Property and equipment are recorded at cost and are depreciated, when placed in
service, using principally the straight-line method over the estimated useful
lives of the related assets. Estimated useful lives generally range from two to
seven years for furniture, equipment and automobiles. Leasehold improvements are
amortized over the estimated useful lives of the related assets or leases,
whichever is shorter.
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.
8
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
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.
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 March 31, 2012.
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. The financial statements of the Company's Tanzania subsidiary are
translated from the Tanzanian Shilling 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.
9
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
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 - PROPERTY AND EQUIPMENT
Major classes of property and equipment consist of the following:
March 31, 2012 June 30, 2011
-------------- -------------
Construction in process $ 16,295 $ 0
Vehicles 11,050 0
Furniture and fixtures 2,301 0
-------- --------
29,646 0
Less accumulated depreciation (368) 0
-------- --------
$ 29,278 $ 0
======== ========
During 2012 and 2011, the Company recorded no provisions for the impairment of
assets.
NOTE 3 - SHAREHOLDER LOANS
During the period ended June 30, 2010 the company received loans from two
shareholders for $100,699, $30,000 and $3,500. The loans are non-interest
bearing, unsecured and are due on July 13, 2013.
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 $852,539 and $328,322 as of March
31, 2012 and June 30, 2011, respectively.
NOTE 4 - COMMON STOCK
The Company has 250,000,000 shares of $0.001 par value common stock.
During the period ended June 30, 2010 the Company issued 74,150,000 shares of
common stock ranging from $0.001 to $0.003 per share. Vantage received total
proceeds of $89,710.
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.
10
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
NOTE 4 - COMMON STOCK (CONTINUED)
During the quarter ended September 30, 2011 warrants were exercised for
5,775,000 common shares of stock, for $20,000 in cash and notes receivable
totaling $268,750.
During the quarter ended March 31, 2012 subscriptions receivable were collected
in the amount of $150,000.
There are 80,025,000 shares issued and outstanding as of March 31, 2012.
NOTE 5 - STOCK WARRANTS
The Company issued 7,859,375 stock warrants in connection with the issuance of
common stock. The Company has accounted for these warrants as equity instruments
in accordance with EITF 00-19 (ASC 815-40), Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, and
as such, will be classified in stockholders' equity as they meet the definition
of "...indexed to the issuer's stock" in EITF 01-06 (ASC 815-40) The Meaning of
Indexed to a Company's Own Stock. The Company has estimated the fair value of
the warrants issued in connection with the private placement at $13 as of the
grant dates using the Black-Scholes option pricing model. Each common stock
purchase warrant has an exercise price of $3.00 and will expire 36 months from
the effective date of the S-1. The Company has the right to call the common
stock purchase warrants within ten days written notice if the Company's common
stock is trading at or above $3.00 per share and has average daily trading
volume of 200,000 shares of twenty consecutive days. No adjustment was made to
the financial statements due to materiality.
On August 4, 2011 the exercise price for all the outstanding warrants was
revised from $3.00 to $0.05 per share. The warrants were revalued on that date
at $1,611,135. The stock and warrants were originally sold for total value of
$13,541. As the value of the warrants cannot exceed the total value of the
equity sale, no further adjustments are necessary.
During the quarter ended September 30, 2011 warrants were exercised for
5,775,000 common shares of stock, for $20,000 in cash and notes receivable
totaling $268,750. There are 2,084,375 stock warrants remaining as of September
30, 2011.
Key assumptions used by the Company are summarized as follows at the original
grant date and the date of revision:
August 4, 2011 June 30, 2010
-------------- -------------
Stock price $0.25 $0.00275
Exercise price $0.05 $ 3.00
Expected volatility 86% 105%
Expected dividend yield 0.00% 0.00%
Risk-free rate over the estimated
expected life of the warrants 0.27% 0.84%
Expected term (in years) 1.92 3
11
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
NOTE 6 - NON-CONTROLLING INTEREST
On June 14, 2010, Vantage acquired 51% of an entity under common control for
cash totaling $3,643. For purposes of these financial statements, the subsidiary
has been consolidated via the acquisition method. 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.
On June 1, 2011, Vantage acquired 51% of a newly established entity for a note
totaling $2,295. For purposes of these financial statements, the subsidiary has
been consolidated via the acquisition method. The assets and liabilities of
Vantage Tanzania Limited have been recorded at amounts equal to the carrying
value on Vantage Tanzania Limited's books as per ASC 805-020. At the acquisition
date, Vantage Tanzania Limited had current assets of $0, current liabilities of
$0 and long-term liabilities of $0.
NOTE 7 - COMMITMENTS
Vantage Health neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
NOTE 8 - LIQUIDITY AND GOING CONCERN
The Company has limited working capital, has incurred losses since inception,
and has not yet received material 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.
12
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
NOTE 9 - INCOME TAXES
For the nine months ended March 31, 2012, Vantage Health has incurred a net loss
before minority interest of approximately $314,364 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 $471,000 at March 31, 2012, and will expire beginning in the year
2030. The provision for Federal income tax consists of the following for the
three months ended March 31, 2012 and 2011:
March 31, 2012 March 31, 2011
-------------- --------------
Federal income tax benefit attributable to:
Current operations $ 18,785 $ 19,799
Less: valuation allowance (18,785) (19,799)
-------- --------
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:
March 31, 2012 June 30, 2011
-------------- -------------
Deferred tax asset attributable to:
Net operating loss carryover $ 160,140 $ 89,651
Valuation allowance (160,140) (89,651)
--------- ---------
Net deferred tax asset $ 0 $ 0
========= =========
NOTE 10 - SUBSEQUENT EVENTS
On April 14, 2012, Dr. Lisa Ramakrishnan reclaimed her role as CEO following the
mutually agreed upon termination of Mr. John Harris, the previous CEO.
On October 24, 2011, Vantage Health Tanzania Ltd was awarded and subsequently
accepted a contract from the University of Dar es Salaam to supply medical
supplies and goods with a total contract value of $850,000. This contract is to
be carried out over a period beginning November 1, 2011 and ending September 30,
2012. Vantage Health Tanzania Ltd has already begun fulfilling this contract and
is recognizing revenues from this contract.
Vantage Health's South African subsidiary, Moxisign (Pty) Ltd., is in the final
stages of entering into a 5 year contract with a health and beauty focused
retail and supply group with over 590 stores across southern Africa. This
contact is expected to generate approximately $10,000,000 in gross revenue for
that entity. This contract is not yet finalized.
Management has evaluated subsequent events through 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.
13
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, 2011 we had no revenues, have minimal assets and
have incurred losses since inception.
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.
On June 1, 2011, Vantage acquired 51% of a newly established entity for a note
totaling $2,295. For purposes of these financial statements, the subsidiary has
been consolidated via the acquisition method. The assets and liabilities of
Vantage Tanzania Limited have been recorded at amounts equal to the carrying
value on Vantage Tanzania Limited's books as per ASC 805-020. At the acquisition
date, Vantage Tanzania Limited had current assets of $0, current liabilities of
$0 and long-term liabilities of $0.
On October 24, 2011, Vantage Health Tanzania Ltd was awarded and subsequently
accepted a contract from the University of Dar es Salaam to supply medical
supplies and goods with a total contract value of $850,000. This contract is to
be carried out over a period beginning November 1, 2011 and ending September 30,
2012. Vantage Health Tanzania Ltd has already begun fulfilling this contract and
is recognizing revenues from this contract.
14
Vantage Health's South African subsidiary, Moxisign (Pty) Ltd., is in the final
stages of entering into a 5 year contract with a health and beauty focused
retail and supply group with over 590 stores across southern Africa. This
contact is expected to generate approximately $10,000,000 in gross revenue for
that entity. This contract is not yet finalized.
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 MARCH 31, 2012 COMPARED TO THE THREE MONTH PERIOD ENDED
MARCH 31, 2011 AND THE PERIOD FROM INCEPTION (APRIL 21, 2010) TO MARCH 31, 2012
Our net loss from operations for the three-month period ended March 31, 2012 was
($96,222) compared to a net loss from operations of ($95,186) for the three
months ended March 31, 2011. During the period from inception (April 21, 2010)
to March 31, 2012 our operating loss was ($752,372). Our net loss before
non-controlling interest for the three month period ended March 31, 2012 was
($96,222) compared to a net loss of ($95,186) for the three-months ended March
31, 2011. During the period from inception (April 21, 2010) to March 31, 2012
our net loss before non-controlling interest was ($752,303). Our loss
attributable to non-controlling interest for the three-month period ended March
31, 2012 was $40,973 compared to a loss of $41,817 for the three-month period
ended March 31, 2011. From inception (April 21, 2010) to March 31, 2012 our loss
attributable to non-controlling interest was $281,164. During the three-month
period ended March 31, 2012, we generated $32,397 in revenues compared to $0 for
the three months ended March 31, 2011.
During the three-month period ended March 31, 2012, we incurred operating
expenses of $92,095 compared to $95,186 for the three-month period ended March
31, 2011. During the period from inception (April 21, 2010) to March 31, 2012 we
incurred operating expenses of $761,363. Operating expenses incurred during the
three-month period ended March 31, 2012 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 March 31, 2012 was ($55,249) or
($0.00) per share. The weighted average number of shares outstanding was
80,025,000 for the three-month period ended March 31, 2012.
NINE-MONTH PERIOD ENDED MARCH 31, 2012 COMPARED TO THE NINE-MONTH PERIOD ENDED
MARCH 31, 2011
Our net loss from operations for the nine-month period ended March 31, 2012 was
($326,759) compared to ($273,714) for the nine-month period ended March 31,
2011. Our net loss before controlling-interest for the nine-month period ended
March 31, 2012 was ($326,759) compared to ($273,646) for the nine-month period
ended March 31, 2011. Our loss attributable to non-controlling interest for the
nine-month period ended March 31, 2012 was $145,000 compared to $117,028 for the
nine-month period ended March 31, 2011. During the three-month period ended
March 31, 2011, we did not generate any revenue.
15
Our net loss from operations during the nine-month period ended March 31, 2012
was ($181,759) or ($0.00) per share compared to ($156,618) or ($0.00) per share
for the nine-month period ended March 31, 2011. The weighted average number of
shares outstanding was 79,859,149 for the nine-month period ended March 31,
2012.
LIQUIDITY AND CAPITAL RESOURCES
NINE-MONTH PERIOD ENDED MARCH 31, 2012
As at the nine-month period ended March 31, 2012, our current assets were
$402,083 and our current liabilities were $57,579, which resulted in a working
capital of $344,504. As at the nine-month period ended March 31, 2012, current
assets were comprised of $368,126 in cash and equivalents, and $33,957 in
accounts receivable, compared to $14,223 in cash and equivalents at fiscal year
ended June 30, 2010. As at the nine-month period ended March 31, 2012, total
liabilities were comprised of $852,539 in loans payable to a shareholder and
$57,579 accounts payable and accrued expenses.
Stockholders' deficit increased from ($361,914) for fiscal year ended June 30,
2011 to a deficit of ($475,166) for the nine-month period ended March 31, 2012.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the
nine-month period ended March 31, 2012, net cash flows used in operating
activities was ($350,588) consisting primarily of a net loss of ($181,759). Net
cash flows used in operating activities was ($658,712) for the period from
inception (April 21, 2010) to March 31, 2012.
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advancements or the
issuance of equity and debt instruments. For the nine-month period ended March
31, 2012, we generated $696,423 net cash from financing activities through
$524,217 in loans from Director, $170,000 through proceeds from exercise of
stock warrants and $2,206 through non-controlling interest in Vantage Health
Tanzania. For the period from inception (April 21, 2010) to March 31, 2012, net
cash provided by financing activities was $1,082,898 received from $89,710 in
sale of common stock $824,482 in loans from Director, $170,000 received from
exercise of stock warrants, $2,206 received from non-controlling interest in
Vantage Health Tanzania and ($3,500) from payments on notes payable.
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
16
expenses. We intend to finance these expenses with further issuances of
securities, and debt issuances. Thereafter, we expect we will need to raise
additional capital and generate revenues to meet long-term operating
requirements. Additional issuances of equity or convertible debt securities will
result in dilution to our current shareholders. Further, such securities might
have rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
During the period ended June 30, 2010 the company received loans from two
shareholders for $100,699, $30,000 and $3,500. The loans are non-interest
bearing, unsecured and are due on July 13, 2013.
During the year ended June 30, 2011, the $3,500 loan was repaid in full.
An additional $247,623 was loaned from a shareholder during the year ended June
30, 2011.
During the year ended June 30, 2011, a shareholder forgave loans totaling
$50,000 which have been recorded as contributed capital.
The total amount due to the shareholders was $852,539 and $328,322 as of March
31, 2012 and June 30, 2011, respectively.
Vantage Health neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors.
GOING CONCERN
The 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.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact our financial position,
results of operations or cash flows due to adverse change in foreign currency
and interest rates.
EXCHANGE RATE
Our reporting currency is United States Dollars ("USD").
INTEREST RATE
Any future loans will relate mainly to trade payables and will be mainly
short-term. However our debt may be likely to rise in connection with expansion
and if interest rates were to rise at the same time, this could become a
significant impact on our operating and financing activities. We have not
entered into derivative contracts either to hedge existing risks of for
speculative purposes.
ITEM 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 March 31, 2012. 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
March 31, 2012 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.
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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, 2012.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MIBE SAFETY DISCLOSURE
None.
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.
101* Interactive Data Files pursuant to Rule 405 of Regulation S-T.
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* To be provided by amendment.
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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: May 21, 2012 By: /s/ Lisa Ramakrishnan
------------------------------------------
Lisa Ramakrishnan, President and
Chief Executive Officer
Dated: May 21, 2012 By: /s/ Lisa Ramakrishnan
------------------------------------------
Lisa Ramakrishnan, Chief Financial Officer
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