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 June 30, 2012 we had no revenues, have minimal assets and have incurred losses since inception.
We are currently in process of compiling and registering dossiers for various generic molecules within the SADC region. We have successfully registered a herbal anti oxidant and expect to commence sales of this molecule within this quarter. We are in process of negotiating further supply agreements. We signed a MOU with Asence Pharma to distribute their products in Southern Africa. We hope to register these dossiers shortly however, there is no guarantee of this.
As described in our quarterly report on Form 10-Q for the period ended December 31, 2010 filed with the SEC on February 18, 2011, on December 31, 2010, we 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. The agreement terminated on June 30, 2012 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 this.
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). The tender was awarded and we did not receive any part of the contract. However, subsequently, the awarded supplier's products did not meet the regulatory requirements and the awarded tender has been withdrawn.
In order to progress into the next stage of the business model, Vantage has signed an alliance agreement with Vault Biotechnology to commercialize the production of HIV recombinant protein to back integrate into projected sales of the HIV test kits.
Vantage has also acquired a 51% interest in a newly-formed joint venture in Tanzania that pursued commercial opportunities in the medical industry in the Republic of Tanzania. This subsidiary was awarded a contract with the University of Dar es Salaam; however, due to high level fraud in the operation, the transaction has been temporarily suspended pending the results of a further legal investigation.
On August 15, 2011 Vantage Health took steps toward opening a new subsidiary, Vantage Pharmaceuticals Ltd in Nigeria, Africa. The organization of this entity has not been formally awarded by the government of Nigeria as of this date.
Vantage now devotes fulltime to implementing its overall business plan.
PHASE 1: IMPORTATION AND DISTRIBUTION IN SOUTH AFRICA
Moxisign (PTY) Ltd ("Moxisign") is a 100% 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 five years.
In addition, Vantage Health through a South African subsidiary to be formed, Vantage Health South Africa, is targeting the private sector in South Africa. Vantage Health's South African subsidiary, Moxisign (Pty) Ltd., is in the final stages of entering into a contract with a health and beauty focused retail, distribution and supply group with over 590 stores across southern Africa. This contact is expected to generate approximately $1,000,000 in gross revenues for that entity. This contract is not yet finalized. We have approached a national pharmacy chain to supply them with over-the-counter treatments and medications. 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 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 Asence Pharm Ltd Swiss Pharma
CHINA
China National Pharmaceutical Group (SINOPHARM) - Letter of Intent stage GWK Biotechnology Company Kehua Bioengineering
CURRENT STATUS OF MOXISIGN
Moxisign is currently commencing sales of a recently approved herbal antioxidant. A pipeline of other generics is in process of registration.
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. A further subsidiary in Nigeria has been incorporated and is awaiting regulatory approvals. We have signed an alliance agreement with the Sierra Leone Pharmaceutical Company to supply products into West Africa.
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.
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 100% ownership of Moxisign, a 51% ownership of Vantage Health Tanzania LTD, and 100% ownership of Vantage Health Nigeria Limited.
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, while 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 endeavor 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 105 West 55th Street, # 3B, New York, NY 10019. We do not pay any rent 0and there is no agreement to pay any rent in the future. Upon execution of our business plan, 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, 201 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 $311,951 was loaned during the period ended June 30, 2012. The total amount due to shareholders was $640,273 and $328,322 as of June 30, 2012 and June 30, 2011, respectively.
Vantage Health leases an office in South Africa.. 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.
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 ANY SUPPLY AGREEMENTS.
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 orders or tenders
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 orders. We plan to obtain capital in three ways:
1. Through retained earnings from the first two years of operations from supply contracts with a technology partner or through retail sales. 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.
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. Feuer intends to devote less than 5% of his business time to our affairs. Mr Bagg works full time for the South African subsidiary Moxisgn. Because some of 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 demands on Lisa Ramakrishnan and Lowell Feuer from 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 Feuer 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, NIGERIA 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 Pharmacy 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 several 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 ware housing 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.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2.
ITEM 2. PROPERTIES
Our main offices are located at 105 West 55th Street, # 3B, New York, NY 10019.
ITEM 3.
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.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5.
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.
ITEM 6. SELECTED FINANCIAL DATA
Not required.
ITEM 7.
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, 2012
Our loss from operations since inception is $473,288. 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, 2012, our total assets were $317,311 and our total liabilities were $689,264.
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, 2012, THE YEAR ENDED JUNE 30, 2011 AND THE PERIOD FROM APRIL 21, 2010 (DATE OF INCEPTION) TO JUNE 30, 2012
We did not earn any revenues for the fiscal year ending June 30, 2012. Our net loss before loss attributable to non-controlling interest for the fiscal year ended June 30, 2012 was ($249,080) compared to ($430,675) in 2011 and ($687,019) during the period from inception (April 21, 2010) to June 30, 2012. General and administrative expenses incurred during the fiscal year ended June 30, 2012 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, 2012, our current assets were $307,906 and our total liabilities were $689,264 and we had working capital of $258,915. As at the fiscal year ended June 30, 2012, current liabilities were comprised of $$48,991 in accounts payable and accrued expenses.
Stockholders' equity (deficit) increased from ($361,914) at June 30, 2011 to ($371,953) at June 30, 2012.
We have not generated positive cash flows from operating activities. For the fiscal year ended June 30, 2012, net cash flows used in operating activities was ($263,095), compared to ($284,439) for the fiscal year ended June 31, 2010 and ($571,219) for the period from April 21, 2010 (Inception) to June 30, 2012 .We have financed our operations primarily from either advancements or the issuance of equity and debt instruments for the fiscal year ended June 30, 2012. For the period from inception (April 21, 2010) to June 30, 2012, net cash provided by financing activities was $868,426 received from sale of common stock and advances from Shareholders. During the fiscal year ending June 30, 2012 net cash flow provided by financing activities was $481,951 and was primarily 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our audited financial statements, together with the Report thereon of Silberstein Ungar, PLLC CPA, independent certified public accountants, are included elsewhere in Item 15 as through.
ITEM 9.
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, 2012 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.
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, 2012. 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, 2012, our internal control over financial reporting was not effective.
b) Changes in Internal Control over Financial Reporting.
During the Quarter ended June 30, 2012, 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.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
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 41 Lowell Feuer 56 Michael Bagg 46
Executive Officers:
Name of Officer Age Office --------------- --- ------ Lisa Ramakrishnan 41 President, Chief Executive Officer, Treasurer, Chief Financial Officer and Chief Accounting Officer Lowell Feuer 56 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:
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.
On August 28 2012, Michael Bagg, was appointed as director to Vantage Health. Mr. Bagg has extensive experience in the pharmaceutical sector. He was a Regional Sales Manager with GlaxoSmithKline and later for Mundi Pharma. He demonstrated tremendous professional growth with the company and consistently led teams and individuals toward their own professional achievements. Over the course of Mr. Bagg's career he has held many sales and management positions within the pharmaceutical sectors.
During the past five years, Mr. Bagg has not been the subject to any of the following events:
1. Any bankruptcy petition filed by or against any business of which Mr. Bagg 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. Bagg 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 August 28 2012 Lowell Feuer, graduated from the University of Pennsylvania in 1977 with a Political Science, Classics and Philosophy degree. He is fluent in English and French. From 2003 to the present he was the founder and still is the Chief Executive Officer of KlikVU Inc. and also been a Managing Member of LF Advisors, LLC since 2010. Over the course of Mr. Feuer's career, he held many management level positions in the financial industry and continues to prove his success through his current ventures.
During the past five years, Mr. Feuer has not been the subject to any of the following events:
1. Any bankruptcy petition filed by or against any business of which Mr. Feuer 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. Feuer 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.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth for the fiscal year ended June 30, 2012, the compensation awarded to, paid to, or earned by, our Officers and Directors whose total compensation was zero.
SUMMARY COMPENSATION TABLE
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.
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, 2012, 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 Name and address Amount of beneficial Class of beneficial owner ownership ----- ------------------- --------- Common Lisa Ramakrishnan 60,000,000 Stock President, Chief Executive Officer, Chief Financial Officer, Treasurer, Chief Accounting Officer and sole Director
133 Victoria Road Southfield Capetown South Africa 7806
Common All Officers and Directors as a 60,000,000 Stock group that consists of one person 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.
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.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth fees related to services performed by Silberstein Ungar, PLLC CPA in 2011 and 201002.
2012 2011 Silberstein Ungar, Silberstein Ungar, PLLC PLLC ---- ---- Audit Fees $17,800 $13,500 Audit-Related Fees 0 0 Tax Fees 0 0 All Other Fees 0 0 ------- -------
Total $17,800 $13,500 ======= =======
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.
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
3.1 Articles of Incorporation (1)
3.2 By-laws (1)
31.1 Rule 13a-14(a)/15d- 14(a) Certifications of the Chief Executive Officer and Chief Financial Officer (2)
31.2 Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer and Chief Financial Officer (2)
32.1 Section 1350 Certification of the Chief Executive Officer (2)
32.2 Section 1350 Certification of the Chief Financial Officer (2)
101 Interactive data files pursuant to Rule 405 of Regulation S-T. (3)
---------- (1) Incorporated by reference to the Form. S-1 filed with the Securities and Exchange Commission on August 19, 2010. (2) Filed herein. (3) To be filed by Amendment.
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 President, October 15, 2012 ------------------------------ Chief Executive Officer, Lisa Ramakrishnan Director
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 Secretary, Treasurer October 15, 2012 ------------------------------ Chief Executive Officer, Lisa Ramakrishnan Director
VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2012
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of June 30, 2012 and June 30, 2011
Consolidated Statements of Operations for the years ended June 30, 2012 and 2011 and the Period from April 21, 2010 (Inception) to June 30, 2012
Consolidated Statements of Other Comprehensive Income (Loss) for the years ended June 30, 2012 and 2011 and the Period from April 21, 2010 (Inception) to June 30, 2012
Consolidated Statement of Stockholders' Deficit as of June 30, 2012
Consolidated Statements of Cash Flows for the years ended June 30, 2012 and 2011 and the Period from April 21, 2010 (Inception) to June 30, 2012
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 as of June 30, 2012 and 2011, and the related consolidated statements of operations, other comprehensive income (loss), stockholders' deficit, and cash flows for the years ended June 30, 2012 and 2011 and the period from April 21, 2010 (date of inception) to June 30, 2012. 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 audits.
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 as of June 30, 2012 and 2011, and the results of their operations and cash flows for the years then ended and 2010 and the period from April 21, 2010 (date of inception) to June 30, 2012, 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 9 to the financial statements, the Company has incurred losses from operations, has limited working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with regard to these matters are described in Note 9. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Silberstein Ungar, PLLC ----------------------------------------- Silberstein Ungar, PLLC Bingham Farms, Michigan October 12, 2012
VANTAGE HEALTH (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2012 AND 2011
See accompanying notes to financial statements.
VANTAGE HEALTH (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2012 AND 2011 FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO JUNE 30, 2012
See accompanying notes to financial statements.
VANTAGE HEALTH (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED JUNE 30, 2012 AND 2011 FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO JUNE 30, 2012
See accompanying notes to financial statements.
VANTAGE HEALTH (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO JUNE 30, 2012
See accompanying notes to financial statements.
VANTAGE HEALTH (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2012 AND 2011 FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO JUNE 30, 2012
See accompanying notes to financial statements.
VANTAGE HEALTH (A DEVELOPMENT STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 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, there has been no significant revenues there from.
Basis of Presentation The accompanying 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"). In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. 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 June 30, 2012 and June 30, 2011, the Company had $300,687 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.
VANTAGE HEALTH (A DEVELOPMENT STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 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 June 30, 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).
VANTAGE HEALTH (A DEVELOPMENT STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2012
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
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 - PROPERTY AND EQUIPMENT
Major classes of property and equipment consist of the following:
June 30, June 30, 2012 2011 -------- -------- Vehicles 10,318 0 Less accumulated depreciation (913) 0 -------- --------
$ 9,405 $ 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.
An additional $311,951 was loaned from a shareholder during the year ended June 30, 2012.
The total amount due to the shareholders was $640,273 and $328,322 as of June 30, 2012 and June 30, 2011, respectively.
VANTAGE HEALTH (A DEVELOPMENT STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2012
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.
During the year ended June 30, 2012 warrants were exercised for 5,775,000 common shares of stock, for $20,000 in cash and notes receivable totaling $268,750, subscriptions receivable were collected in the amount of $170,000.
During the year ended June 30, 2012 100,000 shares of common stock were issued for issuance costs.
There are 80,125,000 shares issued and outstanding as of June 30, 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 June 30, 2012.
Key assumptions used by the Company are summarized as follows at the original grant date and the date of revision:
VANTAGE HEALTH (A DEVELOPMENT STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2012
NOTE 5 - STOCK WARRANTS (CONTINUED)
August 4, June 30, 2011 2010 -------- -------- Stock price $ 0.25 $0.00275 Exercise price $ 0.05 $ 3.00 Expected volatility 86% 105% Expected dividend yield 0.00% 0.00% Risk-free rate over the estimated expected life of the warrants 0.27% 0.84% Expected term (in years) 1.92 3
NOTE 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.
NOTE 7 - DISCONTINUED OPERATIONS
On June 1, 2011, Vantage acquired 51% of a newly established entity (Vantage Health Tanzania Limited) for a note totaling $2,295. The subsidiary commenced operations in the second quarter of fiscal year ended June 30, 2012. For purposes of interim financial statements for the second and third quarters of fiscal year ended June 30,2012, the subsidiary was consolidated via the acquisition method. The assets and liabilities of Vantage Tanzania Limited were 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.
During the fourth quarter of fiscal year ended June 30, 2012 the subsidiary (Vantage Health Tanzania Limited) was forced to discontinue its operations due to gross misappropriation of resources by high level employees. The result being that the subsidiary discontinued operations and lost all of its assets.
All operations of the subsidiary have been removed from these annual financial statements and the Company has recognized a loss on the discontinued operations of $8,885, representing amounts invested in and amounts loaned to the subsidiary for which the Company will not be able to collect.
VANTAGE HEALTH (A DEVELOPMENT STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2012
NOTE 8 - COMMITMENTS
Vantage Health neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 9 - LIQUIDITY AND GOING CONCERN
The Company has limited working capital, has incurred losses since inception, and has not yet received 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.
NOTE 10 - INCOME TAXES
For the year ended June 30, 2012, Vantage Health has incurred a net loss before minority interest of approximately $249,000 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 $473,000 at June 30, 2012, and will expire beginning in the year 2030. The provision for Federal income tax consists of the following for the years ended June 30, 2012 and 2011:
June 30, June 30, 2012 2011 ---------- ---------- Federal income tax benefit attributable to: Current operations $ 84,660 $ 98,285 Less: valuation allowance (84,660) (98,285) ---------- ----------
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:
June 30, June 30, 2012 2011 ---------- ---------- Deferred tax asset attributable to: Net operating loss carryover $ 160,820 $ 100,538 Valuation allowance (160,820) (100,538) ---------- ----------
Net deferred tax asset $ 0 $ 0 ========== ==========
NOTE 11 - SUBSEQUENT EVENTS
On August 15, 2011, Vantage Health took steps toward opening a new subsidiary, Vantage Pharmaceuticals Ltd in Nigeria, Africa. The organization of this entity has not been formally awarded by the government of Nigeria as of the date of these financial statements. However, these filings indicate anticipated activity and investment in a new subsidiary during the next fiscal year.
On July 28, 2012, Vantage Health entered into a 5 year agreement (with a commencement date of June 15, 2012) with Asence Pharrma Pvt. Ltd. wherein Vantage Health will be responsible for (among other things) the marketing and distribution of certain pharmaceuticals, nutraceuticals and other products produced by Asence Pharma Pvt. Ltd. into certain countries in Africa.
On August 26, 2012 Vantage Health entered into a 6 month "alliance agreement" with Vault Bioindustries for the purpose of exploring the possibility of manufacturing rapid diagnostic test kits for HIV testing as well as other antigens. Aside from sharing the revenues generated from the projects on a 50/50 basis of net attributable profits, the remaining terms of this association have not yet been agreed upon.
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 $1,000,000 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.