10-K 1 form10-k.htm ANNUAL REPORT FORM 10-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: June 30, 2013

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

 

For the transition period from _________ to ________

 

Commission file number: 333-168930

 

Vantage Health

(Exact name of registrant as specified in its charter)

 

Nevada   93-0659770
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

105 West 55th Street, #3B

New York, NY

 

10019

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number: +27 728213420

 

Securities registered under Section 12(b) of the Exchange Act:

 

None   Not applicable
Title of each class   Name of each exchange on which registered

 

Securities registered under Section 12(g) of the Exchange Act:

 

None

Title of each class

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark 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 (§ 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [X] No [  ]

 

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

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Not available

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 80,125,000 shares as of September 27, 2013

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Page
PART I
     
Item 1. Business 3
Item 1A. Risk Factors 5
Item 1B. Unresolved Staff Comments 5
Item 2. Properties 5
Item 3. Legal Proceedings 6
Item 4.

Mine Safety Disclosures

6
     
PART II
 
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities 6
Item 6. Selected Financial Data 8
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 10
Item 8. Financial Statements and Supplementary Data 10
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 13
Item 9A. Controls and Procedures 13
Item 9B. Other Information 14
     
PART III

 

Item 10. Directors, Executive Officers and Corporate Governance 15
Item 11. Executive Compensation 17
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 19
Item 13. Certain Relationships and Related Transactions, and Director Independence 20
Item 14. Principal Accountant Fees and Services 21
     
PART IV
 
Item 15. Exhibits, Financial Statement Schedules 21

 

2
 

 

PART I

 

Item 1. Business

 

Financial Issues

 

We were incorporated in the State of Nevada on April 21, 2010. We are a development stage company with a business plan of becoming a pharmaceutical manufacturer with the specific intention of bidding on South African government health care contracts and tenders.

 

In order to pursue our business plan, we would need to obtain additional funding in the form of equity financing from the sale of our common stock or loans. Since our inception, we have worked vigorously to find opportunities in the United States to obtain financing to implement our business plan. Our sole purpose in going public and submitting our stock for quotation on the OTCQB was the hope of accessing the American financial markets. Unfortunately and despite our best efforts, we have not been able to identify sources of financing and do not have any arrangements in place for any future financing.

 

We believe that one of the major obstacles in obtain financing in the American financial markets is our presence in South Africa. We operate our business through our wholly-owned South African subsidiary, Moxisign (PTY) Ltd (“Moxisign”). Because Moxisign is based in South Africa, we are subject to the financial restrictions and control of the South African Reserve Bank.

 

All foreign exchange in South Africa is controlled by the South African Reserve Bank (the “Reserve Bank”) more commonly known as the SARB. The local market is governed by exchange control regulations which control the flow of money out of South Africa.

 

South Africa’s exchange control regulations require resident companies to obtain the prior approval of the Reserve Bank to raise capital in any currency other than the Rand, and restrict the export of capital from South Africa. In particular, South African companies:

 

are generally not permitted to export capital from South Africa or to hold foreign currency without the Reserve Bank’s approval. In the case of the Reserve Bank approving the initial:

 

investment by a non-resident off-shore company in a South African company, profits from the South African company’s operations can be freely remitted to such non-resident off-shore company subject to compliance with administrative formalities in connection with such payment; or

 

loan by a non-resident off-shore company to a South African company, repayment of the loan and the payment of any interest thereon can be freely remitted to such non-resident off-shore company subject to compliance with administrative formalities in connection with such payments;

 

are generally required to repatriate to South Africa profits of foreign operations; and

 

are limited in their ability to utilize profits of one foreign business to finance operations of a different foreign business

 

3
 

 

While the South African government has relaxed exchange controls in recent years, it is difficult to predict whether or how it will further relax or abolish exchange control measures in the future. We believe these exchange control restrictions have hindered our financial and strategic flexibility, particularly our ability to access the American financial markets to finance our planned South African operations.

 

Because of the difficulties in raising additional funding, we have been presented with the difficult task of re-evaluating our business plan to determine whether it continues to be commercially viable. As a result of our lack of progress so far, the uncertainty regarding the source of our required additional funding and the relatively risky overall nature of our enterprise, management has been evaluating alternative business opportunities.

 

If we are unable to find a new business pursuit and/or continue to have difficulty raising capital, we will likely be forced to either sell our South African subsidiary or file a Form 15 and cease reporting with the SEC to scale back our expenses. Our board of directors has made no decisions at the present time.

 

Current Business

 

Our mission is to contribute to the pharmaceutical value chain by producing chemical inputs for the industry. We are in the development stage, have no revenues, minimal assets and have incurred losses since inception.

 

We operate primarily through our South African subsidiary, Moxisign. Moxisign was formed as a pharmaceutical distributor with the specific intention of bidding on South African government health care contracts and tenders. These include: HIV/AIDS medications, and also other health related government tenders including medical equipment, TB drugs and other medical equipment. 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.

 

The following are current activities that Moxisign has been involved in:

 

We have also 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 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.

 

We have also secured the rights for distribution of a unique range of European Cosmetics and signed a 12 month agreement on November 1, 2012 for this range. This agreement contains minimum purchase requirements, the dollar value of which is currently not determinable.

 

4
 

 

On March 1, 2013, Vantage Health entered into a distribution agreement with The Himalaya Drug Company (Pty) Ltd. This agreement gives us the privilege of distributing herbal pharmaceuticals in South Africa. The dollar obligation of this agreement is not determinable at this time.

 

We are in the process of forming a Special Purpose Vehicle to build and operate an API pharmaceutical manufacturing facility. The pharmaceutical partnerships established have agreed to provide Vantage with the requisite technology and skills training to establish the plant. At present, we are conducting feasibility assessment towards the building of the API plant within South Africa.

 

On April 17, 2013, we entered into an agreement to either directly or indirectly lease land with the intention of building the manufacturing facility in the Coega Industrial Development Zone. The land has not been specifically identified and thus the financial obligation associated with this contract is not determinable at this time.

 

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.

 

On January 30, 2013, Vantage entered into a non-binding agreement with a US biopharmaceutical company with the intent of forming a future partnership with that company in order to develop, manufacture and commercialize products. The cost of this partnership to us is to be determined at a future time upon further structuring of the agreement.

 

On April 3, 2013, Vantage entered into an agreement with Neuland Laboratories Limited to purchase technology to manufacture various active pharmaceutical ingredients. The future cost of this contract is not specifically identified at this time. However, the contract calls for a cost of between $250,000 and $400,000 per active pharmaceutical ingredient technology purchased.

 

Item 1A. Risk Factors.

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 1B. Unresolved Staff Comments

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 2. Properties

 

Our business office is located at 105 West 55th Street, # 3B, New York, NY 10019. This location is provided to us without rent.

 

5
 

 

Item 3. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

PART II

 

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information

 

Our common stock is quoted under the symbol “VNTH” on the OTCBB operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the OTCQB operated by OTC Markets Group, Inc. Few market makers continue to participate in the OTCBB system because of high fees charged by FINRA. Consequently, market makers that once quoted our shares on the OTCBB system may no longer be posting a quotation for our shares. As of the date of this report, however, our shares are quoted by several market makers on the OTCQB. The criteria for listing on either the OTCBB or OTCQB are similar and include that we remain current in our SEC reporting. Our reporting is presently current and, since inception, we have filed our SEC reports on time.

 

Only a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.

 

The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCQB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 

Fiscal Year Ending June 30, 2013
Quarter Ended     High $     Low $
June 30, 2013       .0105       .0018  
March 31, 2013       .0056       .0011  
December 31, 2012       .03       .005  
September 30, 2012       .02       .01  

 

Fiscal Year Ending June 30, 2012
Quarter Ended   High $   Low $
June 30, 2012    .025    .0052 
March 31, 2012    .054    .02 
December 31, 2011    .14    .025 
September 30, 2011    .43    .077 

 

6
 

 

The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;(b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

 

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing 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 acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

 

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

 

Holders of Our Common Stock

 

As of September 27, 2013, we had 80,125,000 shares of our common stock issued and outstanding, held by 83 shareholders of record.

 

7
 

 

Dividends

 

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

 

1.we would not be able to pay our debts as they become due in the usual course of business, or;

 

2.our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

We do not have any equity compensation plans.

 

Item 6. Selected Financial Data

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

8
 

 

Results of Operations for the Years Ended June 30, 2013 and 2012 and Period from April 21, 2010 (Inception) to June 30, 2013

 

We have earned only nominal revenues from our inception to June 30, 2013.

 

Our operating expenses for the year ended June 30, 2013 were $213,439, compared with operating expenses of $256,299 for the year ended June 30, 2012, mainly as a result of less spent on consulting fees in 2013. Our operating expenses for the year ended June 30, 2013 mainly consisted of professional fees of $84,752, office expenses, salaries and wages of $55,625, travel and entertainment of $43,554 and consulting expenses of $9,829. Our operating expenses for the year ended June 30, 2012 mainly consisted of professional fees of $74,855, office expenses, salaries and wages of $61,967, travel and entertainment of $39,886 and consulting expenses of $72,606.

 

We incurred a net loss of $137,465 for the year ended June 30, 2013, compared with a net loss of $177,587 for the year ended June 30, 2012. We had a cumulative net loss of $610,753 for the period from April 21, 2010 (inception) to June 30, 2013.

 

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.

 

Liquidity and Capital Resources

 

As of June 30, 2013, we had total current assets of $89,089, consisting of cash. We had current liabilities of $590,946 as of June 30, 2013. Accordingly, we had a working capital deficit of $501,857 as of June 30, 2013.

 

Operating activities used $225,202 in cash for the year ended June 30, 2013, as compared with $263,095 for the year ended June 30, 2012. Our negative operating cash flow for both periods was mainly a result of our net loss and loss attributable to non-controlling interests for both periods.

 

Investing activities used $0 in cash for the year ended June 30, 2013, as compared with 10,318 for the year ended June 30, 2012 as a result of cash paid for the acquisition of assets.

 

Financing activities for the year ended June 30, 2013 used $83,275 in cash, as compared with cash flows provided by financing activities of $481,951 for the year ended June 30, 2012. Our negative cash flow for the year ended June 30, 2013 was mainly the result of payments made on related party notes, and the positive cash flow for the year ended June 30, 2013 was the result of proceeds from the exercise of warrants and related party loans.

 

As of June 30, 2013, we had $89,089 in cash. Until we are able to sustain our ongoing operations through sales revenue, we intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

9
 

 

Going Concern

 

We have negative working capital, have incurred losses since inception, and have not yet received material revenues from sales of products or services. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

 

Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

 

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

 

Recently Issued Accounting Pronouncements

 

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

Off Balance Sheet Arrangements

 

As of June 30, 2013, there were no off balance sheet arrangements.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 8. Financial Statements and Supplementary Data

 

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

 

Audited Financial Statements:

 

10
 

 

VANTAGE HEALTH

 

(A DEVELOPMENT STAGE COMPANY)

 

CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2013

 

11
 

 

VANTAGE HEALTH

 

(A DEVELOPMENT STAGE COMPANY)

 

CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2013

 

Report of Independent Registered Public Accounting Firm   F-1
     
Consolidated Balance Sheets as of June 30, 2013 and 2012   F-2
     
Consolidated Statements of Operations for the years ended June 30, 2013 and 2012 and the period from April 21, 2010 (Inception) to June 30, 2013   F-3
     
Consolidated Statements of Other Comprehensive Income (Loss) for the years ended June 30, 2013 and 2012 and the period from April 21, 2010 (Inception) to June 30, 2013   F-4
     
Consolidated Statement of Stockholders’ Deficit as of June 30, 2013   F-5
     
Consolidated Statements of Cash Flows for the years ended June 30, 2013 and 2012 and the period from April 21, 2010 (Inception) to June 30, 2013   F-6
     
Notes to Consolidated Financial Statements   F-7 - F-12

 

12
 

 

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

New York, NY

 

We have audited the accompanying consolidated balance sheets of Vantage Health as of June 30, 2013 and 2012, and the related consolidated statements of operations, other comprehensive income (loss), stockholders’ deficit, and cash flows for the years then ended and for the period from April 21, 2010 (date of inception) to June 30, 2013. These consolidated 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, 2013 and 2012, and the results of its operations and cash flows for the years then ended and for the period from April 21, 2010 (date of inception) to June 30, 2013, 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 negative 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  
September 26, 2013  

 

F-1
 

 

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2013 AND 2012

 

   2013   2012 
ASSETS          
Current Assets          
Cash and cash equivalents  $89,089   $300,687 
Interest receivable   -    7,219 
Total Current Assets   89,089    307,906 
           
Property and equipment, net   6,159    9,405 
           
TOTAL ASSETS  $95,248   $317,311 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
Current Liabilities          
Accounts payable and accrued expenses  $35,266   $48,991 
Shareholder loans   555,680    640,273 
           
Total Liabilities   590,946    689,264 
           
Stockholders’ Deficit          
Common stock, $.001 par value, 250,000,000 shares authorized, 80,125,000 and 80,125,000 shares issued and outstanding, respectively   80,125    80,125 
Additional paid-in capital   261,585    380,335 
Stock subscription receivable   -    (118,750)
Non-controlling interest   (305,775)   (222,616)
Accumulated other comprehensive income (loss)   164,320    67,441 
Deficit accumulated during the development stage   (695,953)   (558,488)
Total Stockholders’ Deficit   (495,698)   (371,953)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $95,248   $317,311 

 

See accompanying notes to financial statements.

 

F-2
 

 

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO JUNE 30, 2013

 

   Year Ended
June 30, 2013
   Year Ended
June 30, 2012
   Period from
April 21, 2010
(Inception) to
June 30, 2013
 
             
REVENUES  $34   $0   $34 
                
OPERATING EXPENSES               
Professional fees   84,752    74,855    193,998 
Office expenses/salaries and wages   55,625    61,967    145,726 
Officer/director compensation   16,651    4,500    28,151 
Stock-based compensation   0    0    32,000 
Consulting   9,829    72,606    295,406 
Deposit impairment   0    0    50,000 
Depreciation   1,928    913    2,841 
Travel and entertainment   43,554    39,886    154,898 
Bank fees   1,100    1,572    4,726 
TOTAL OPERATING EXPENSES   213,439    256,299    907,746 
                
LOSS FROM OPERATIONS   (213,405)   (256,299)   (907,712)
                
OTHER INCOME (EXPENSE)               
Interest income   11,875    7,219    19,163 
Bad debt – interest   (19,094)   0    (19,094)
TOTAL OTHER INCOME (EXPENSE)   (7,219)   7,219    69 
                
LOSS BEFORE NON-CONTROLLING INTEREST   (220,624)   (249,080)   (907,643)
                
LESS: LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST   83,159    80,378    305,775 
                
LOSS BEFORE PROVISION FOR INCOME TAXES   (137,465)   (168,702)   (601,868)
                
PROVISION FOR INCOME TAXES   0    0    0 
                
NET LOSS CONTINUING OPERATIONS   (137,465)   (168,702)   (601,868)
                
LOSS ON DISCONTINUED OPERATIONS   0    8,885    8,885 
                
NET LOSS  $(137,465)  $(177,587)  $(610,753)
NET LOSS PER SHARE: BASIC AND DILUTED  $(0.00)  $(0.00)     
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:             
BASIC AND DILUTED   80,125,000    79,224,795      

  

See accompanying notes to financial statements.

 

F-3
 

 

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO JUNE 30, 2013

 

   Year Ended
June 30, 2013
   Year Ended
June 30, 2012
   Period from
April 21, 2010
(Inception) to
June 30, 2013
 
             
Net Loss  $(137,465)  $(177,587)  $(610,753)
                
Foreign Currency Translation:               
Change in cumulative translation adjustment   96,879    77,926    164,320 
Income tax benefit (expense)   0    0    0 
Total  $96,879   $77,926   $164,320 

 

See accompanying notes to financial statements.

 

F-4
 

 

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO JUNE 30, 2013

 

   Common Stock   Additional
Paid
   Stock
Subscription
   Non-Controlling   Accumulated
Other
Comprehensive
Income
   Deficit
Accumulated
During the
Development
     
   Shares   Amount   in 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 
                                         
Stock issued for issuance costs   100,000    100    (100)                       0 
                                         
Net loss for the year ended June 30, 2012   -    -    -    -    (80,378)   77,926    (177,587)   (180,039)
Balance, June 30, 2012   80,125,000    80,125    380,335    (118,750)   (222,616)   67,441    (558,488)   (371,953)
                                         
Write-off of stock subscription receivable   -    -    (118,750)   118,750    -    -    -    0 
                                         
Net loss for the period ended June 30, 2013   -    -    -    -    (83,159)   96,879    (137,465)   (123,745)
Balance, June 30, 2013   80,125,000   $80,125   $261,585   $0   $(305,775)  $164,320   $(695,953)  $(495,698)

 

See accompanying notes to financial statements.

 

F-5
 

 

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

FOR THE PERIOD FROM APRIL 21, 2010 (INCEPTION) TO JUNE 30, 2013

 

   Year Ended
June 30, 2013
   Year Ended
June 30, 2012
   Period from
April 21, 2010
(Inception) to
June 30, 2013
 
CASH FLOWS FROM OPERATING ACTIVITIES               
Net loss for the period  $(137,465)  $(177,587)  $(610,753)
Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities:               
Stock-based compensation   0    0    32,000 
Deposit impairment   0    0    50,000 
Depreciation   1,928    913    2,841 
Loss attributable to non-controlling interest   (83,159)   (80,378)   (305,775)
Bad debt expense   19,094    0    19,094 
Changes in assets and liabilities:               
(Increase) in interest receivable   (11,875)   (7,219)   (19,094)
Increase (decrease) in accounts payable and accrued expenses   (13,725)   1,176    35,266 
Net Cash Used by Operating Activities   (225,202)   (263,095)   (796,421)
                
CASH FLOWS FROM INVESTING ACTIVITIES               
Cash paid for acquisition of assets   0    (10,318)   (10,318)
Cash paid for deposit   0    0    (50,000)
Cash paid for acquisition of 51% interest in Moxisign   0    0    (3,643)
Net Cash Used by Investing Activities   0    (10,318)   (63,961)
                
CASH FLOWS FROM FINANCING ACTIVITIES               
Proceeds from sales of common stock   0    0    89,710 
Proceeds from exercise of stock warrants   0    170,000    170,000 
Proceeds from notes payable – related parties   16,725    311,951    628,941 
Payments on notes payable – related parties   (100,000)   0    (103,500)
Net Cash Provided by (Used by) Financing Activities   (83,275)   481,951    785,151 
                
Effect of exchange rate changes on cash   96,879    77,926    164,320 
                
NET INCREASE (DECREASE) IN CASH   (211,598)   286,464    89,089 
Cash, beginning of period   300,687    14,223    0 
Cash, end of period  $89,089   $300,687   $89,089 
                
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  $0   $118,750   $118,750 
Stock issued for equity issuance costs  $0   $5,000   $5,000 
Write-off of stock subscription receivable  $(118,750)  $0   $(118,750)

 

See accompanying notes to financial statements.

 

F-6
 

 

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2013

 

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 Ingredient (“APIs”) manufacturing plant alongside a formulation and packaging plant in South Africa to meet the growing market need for generic medicines in South Africa and the neighboring African countries. The company intends to build an Active Pharmaceutical Ingredient (API) manufacturing plant in South Africa in order to supply the growing demand in the fight against HIV/AIDS and chronic disease in Africa.

 

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 subsidiary. Significant intercompany accounts and transactions have been eliminated.

 

Cash and Cash Equivalents

 

Vantage Health considers all highly liquid investments with maturities of three months or less to be cash equivalents. At June 30, 2013 and 2012, the Company had $89,089 and $300,687 of cash, respectively.

 

Property and Equipment

 

Property and equipment are recorded at cost and are depreciated, when placed in service, using 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, interest receivable, 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.

 

Revenue Recognition

 

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

 

F-7
 

 

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2013

 

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.

 

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, 2013.

 

Other Comprehensive Income (Loss)

 

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

 

Foreign Currency Translation

 

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

 

Stock-Based Compensation

 

Stock-based compensation is accounted for at fair value in accordance with 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.

 

F-8
 

 

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2013

 

NOTE 2 – PROPERTY AND EQUIPMENT

 

Major classes of property and equipment consist of the following as of June 30, 2013 and 2012:

 

   2013   2012 
Vehicles  $10,318   $10,318 
Less adjustment for currency translation   (1,318)   - 
Less accumulated depreciation   (2,841)   (913)
Property and equipment, net  $6,159   $9,405 

 

During the period ended June 30, 2013 and 2012, the Company recorded no provisions for the impairment of assets. Depreciation expense was $1,928 and $913 for the years ended June 30, 2013 and 2012, respectively.

 

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.

 

During the year ended June 30, 2013, the Company received loans totaling $16,725 from a shareholder and repaid $100,000 of the outstanding shareholder loans.

 

The total amount due to the shareholders was $555,680 and $640,273 as of June 30, 2013 and 2012, 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.

 

F-9
 

 

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2013

 

NOTE 4 – COMMON STOCK (CONTINUED)

 

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.

 

At June 30, 2013, it was determined that the outstanding stock subscription receivable was uncollectable and the amount was written off. The Company plans to pursue the balance through all possible means however chances of collectability are unknown.

 

There were 80,125,000 shares issued and outstanding as of June 30, 2013 and 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 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 ASC 815-40. 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, 2013. The remaining warrants will expire on January 28, 2014.

 

Key assumptions used by the Company are summarized as follows at the original grant date and the date of revision:

 

   Modification   Original 
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 

 

F-10
 

 

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2013

 

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 Health 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 Health 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, with 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.

 

NOTE 8 – COMMITMENTS

 

Other than a vehicle, 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 negative 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.

 

F-11
 

 

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2013

 

NOTE 10 – INCOME TAXES

 

For the year ended June 30, 2013, Vantage Health has incurred a net loss before minority interest of approximately $220,624 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 from continuing operations is approximately $907,643 at June 30, 2013, and will expire beginning in the year 2030.

 

The provision for Federal income tax consists of the following for the years ended June 30, 2013 and 2012:

 

   2013   2012 
Federal income tax benefit attributable to:          
Current operations  $75,012   $84,660 
Less: valuation allowance   (75,012)   (84,660)
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 as of June 30, 2013 and 2012:

 

   2013   2012 
Deferred tax asset attributable to:          
Net operating loss carryover  $308,598   $233,586 
Valuation allowance   (308,598)   (233,586)
Net deferred tax asset  $0   $0 

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $907,643 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

 

NOTE 11 – SUBSEQUENT EVENTS

 

The company has loans from shareholders with a total balance of $555,680 at June 30, 2013. The loans were due on July 13, 2013. Presently, the Company is in default on the loans as it has neither paid the note nor negotiated an extension of the note.

 

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2013 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above.

 

F-12
 

 

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

No events occurred requiring disclosure under Item 304 of Regulation S-K during the fiscal year ending June 30, 2013.

 

Item 9A(T). Controls and Procedures

 

Disclosure Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being June 30, 2013. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.

 

Management’s Annual Report on Internal Control over Financing Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of June 30, 2013 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of June 30, 2013, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

13
 

 

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending June 30, 2014: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

Changes in Internal Control Over Financial Reporting.

 

There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Item 9B. Other Information

 

On August 15, 2013, Michael Bagg resigned as a member of our board of directors. There was no known disagreement with Mr. Bagg on any matter relating to our operations, policies or practices.

 

14
 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

The following information sets forth the name of our current directors and executive officers, their ages as of June 30, 2013 and their present positions.

 

Name   Age   Position Held with the Company
Lisa Ramakrishnan   42   President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and Director
Lowell Feuer   57   Secretary and Director
Scott Joseph Senyetse Senwelo   40   Director
Peter Tshazibane   47   Director
Gertrude Mothibe   60   Director

 

Set forth below is a brief description of the background and business experience of our executive officers and directors.

 

Lisa Ramakrishnan, since April 21, 2010, Ms. 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. From October 2008 to May 2009, she was a Consultant Radiologist at Imaging Partners Online in the United Kingdom. From January 2007 to March 2008, she was a Consultant at Radiologist Fremantle Hospital. From January 2001 - January 2007 she was involved in the WA Radiology registrar training program at Sir Charles Gairdner Hospital.

 

Lowell Feuer, on August 28, 2012, Mr. Feur was appointed as our Secretary and director. Mr. Feur 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.

 

Scott Joseph Senyetse Senwelo, graduated from the University of Botswana in 1995 with a Bachelor of Science degree. He pursued his Pharmacy Degree from the University of London and has continued academic development over the years where he most recently earned a MSc in Strategic Management from Derbyshire Business School in January 2013. He is fluent in English and Setswana. From 2008 to 2010 he was the General Manger for Medswana Ltd. and in 2010 he was promoted to the role of International Business Development Manager until 2012. From January 2012 to the present he has been a Claims Manager for Associated Fund Administrators. Over the course of Mr. Senwelo’s career, he has served as a board member and manager, has proved himself to be a natural leader, has been actively involved in various capacities and holds a wide range of valuable knowledge and insight within the healthcare industry. We believe his well rounded experience in the healthcare and pharmaceutical industry will benefit us in the role as a member of our board of directors.

 

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Peter Tshazibane, graduated from the Cape Peninsular University of Technology in 1988 in South Africa. He received the National Diploma of Analytical Chemistry. He has extensive experience in Project Management in the field of Pharmaceutical Manufacturing and previously worked at Labat Africa Ltd. and Adcock Ingram as an Analytical Chemist. We believe the extensive project management and chemical expertise will benefit us in the role of member of our board of directors.

 

Gertrude Mothibe, graduated with a Degree in Pharmacy in 1978 from Sunderland, England. She received her Masters Degree in Drug Regulation and Control from Bradford University, England in 1996 and followed up with a post graduate Diploma in Industrial Pharmacy, Regulation and Drug Discovery in 2010 from Moshi, Tanzania. Since October 2008 she has been a Lecturer at the National University of Lesotho, teaching Pharmaceutics and Pharmaceutical Microbiology. Mrs. Mothibe is also currently serving on the board of the Southern African Generic Medicines Association and is Chairperson of its Capacity Building Committee. She has experience in medicine manufacturing and distribution, management, lecturing and consultancy, lecturing in Pharmacy Practice, Pharmaceutics, Pharmaceutical Chemistry and Pharmaceutical Microbiology at tertiary level. She has served on councils, worked in hospitals, acted as a consultant and managed medicine distribution. She has proven herself in the pharmaceutical industry and her passion in the industry will benefit us in the role as a member of our board of directors.

 

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

 

Significant Employees

 

We do not currently have any significant employees aside from Lisa Ramakrishnan.

 

Family Relationships

 

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

 

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (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 competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her 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.

 

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Committees of the Board

 

Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.

 

Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President and director, Lisa Ramakrishnan, at the address appearing on the first page of this annual report.

 

Code of Ethics

 

June 30, 2013, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

 

Item 11. Executive Compensation

 

Summary Compensation Table

 

The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal years ended June 30, 2013 and 2012.

 

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SUMMARY COMPENSATION TABLE
Name and principal position     Year       Salary ($)      

Bonus

($)

    Stock
Awards
($)
  Option
Awards
($)
  Non-Equity
Incentive Plan
Compensation
($)
  Nonqualified
Deferred
Compensation
Earnings
($)
 

All Other

Compensation

($)

   

Total

($)

 
Lisa Ramakrishnan, President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and Director    

2013

2012

     

0

0

     

0

0

    0
0
0
0
  0
0
  0
0
  0
0
   

0

0

 
                                                   
Lowell Feuer
Secretary and Director
   

2013

2012

     

0

0

     

0

0

  0
0
  0
0
0
0
  0
0
  0
0
   

0

0

 

 

Narrative Disclosure to the Summary Compensation table

 

We have not entered into any employment agreement or consulting agreement with our executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.

 

We agreed to compensate Lowell Feuer with 50,000 shares of our common stock. The stock has not been issued as of the date of this Annual Report.

 

Stock Option Grants

 

We have not granted any stock options to the executive officers or directors since our inception.

 

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Outstanding Equity Awards at Fiscal Year-End

 

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of June 30, 2013.

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS       STOCK AWARDS  
Name    

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

     

Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable

     

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

Option

Exercise

Price
($)

Option

Expiration

Date

     

Number

of

Shares

or Units

of

Stock That

Have

Not

Vested

(#)

     

Market

Value

of

Shares

or

Units

of

Stock

That

Have

Not

Vested

($)

     

Equity

Incentive

Plan

Awards:

Number

of

Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested

(#)

     

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights

That

Have Not

Vested

(#)

 
Lisa Ramakrishnan     -       -       -       -       -       -       -       -       -  
Lowell Feuer     -       -       -       -       -       -       -       -       -  

 

Director Compensation

 

The table below summarizes all compensation of our directors as of June 30, 2013.

 

DIRECTOR COMPENSATION

 

Name  Fees Earned or Paid in Cash
($)
   Stock Awards ($)   Option Awards ($)   Non-Equity Incentive Plan Compensation ($)   Non-Qualified Deferred Compensation Earnings
($)
   All Other Compensation ($)   Total
($)
 
Michael Bagg   14,000    0    0    0    0    0    14,000 
Peter Tshazibane   13,000(1)   0    0    0    0    0    13,000 

 

  

(1) Amounts were earned in his capacity as an employee during June 30, 2013, and not as a director

 

We have recently added a number of board members and have agreed to compensation them with 50,000 shares of our common stock. The stock has not been issued as of the date of this Annual Report.

 

Stock Option Plans

 

We did not have a stock option plan in place as of June 30, 2013.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth certain information known to us with respect to the beneficial ownership of our Common Stock as of September 27, 2013, by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.

 

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Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 80,125,000 Shares of Common Stock issued and outstanding as of September 27, 2013.

 

Name and Address of Beneficial Owners of Common Stock1  Title of Class  Amount and Nature of Beneficial Ownership  % of Common Stock2 
Lisa Ramakrishnan
105 West 55th Street, #3B
New York, NY 10019
  Common Stock
 

59,900,000 Shares(1)

   74%
DIRECTORS AND OFFICERS – TOTAL     59,900,000 Shares   74%
            
5% SHAREHOLDERS           
NONE  Common Stock  NONE   NONE 

 

(1) Shares held by Bay View TCE Incorporated, in which Mr. Ramakrishnan is the beneficial owner.

 

We know of no person who is the beneficial owner of more than five percent (5%) of our common stock.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Except as follows, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since the beginning of our last completed fiscal year or in any presently proposed transaction which, in either case, has or will materially affect us.

 

We have loans from our officer and director, Lisa Ramakrishnan, with a total balance of $555,680 as of June 30, 2013. The loans are non-interest bearing, unsecured and were due on July 13, 2013. Presently, we are in default on the loans as we have neither paid the notes nor negotiated an extension of the notes.

 

As of the date of this annual report, our common stock is traded on the OTC Bulletin Board (the “Bulletin Board”). The Bulletin Board does not impose on us standards relating to director independence or the makeup of committees with independent directors, or provide definitions of independence.

 

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Item 14. Principal Accounting Fees and Services

 

Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements and reviews of our quarterly Forms 10-Q for the years ended:

 

Financial Statements for the
Year Ended June 30
  Audit Services   Audit Related Fees   Tax Fees   Other Fees 
2013  $17,400   $0   $0   $0 
2012  $17,800   $0   $0   $0 

 

PART IV

 

Item 15. Exhibits, Financial Statements Schedules

 

(a) Financial Statements and Schedules

 

The following financial statements and schedules listed below are included in this Form 10-K.

 

Financial Statements (See Item 8)

 

(b) Exhibits

 

Exhibit Number   Description
     
3.1   Articles of Incorporation, as amended (1)
     
3.2   Bylaws, as amended (1)
     
31.1*   Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2*   Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1*   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101**   The following materials from the Company’s Annual Report on Form 10-K for the year ended June 30, 2013 formatted in Extensible Business Reporting Language (XBRL).

 

1 Incorporated by reference to the Registration Statement on Form S-1 filed on August 19, 2010.

 

* Filed Herewith

 

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Annualy Report on Form 10-K shall be deemed “furnished” and not “filed”.

 

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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Vantage Health

 

By: /s/ Lisa Ramakrishnan  
  Lisa Ramakrishnan  
  President, Chief Executive Officer, Principal Executive Officer,  
  Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director  
     
  October 9, 2013  

 

In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

 

Vantage Health

 

 

 

By: /s/ Lisa Ramakrishnan  
  Lisa Ramakrishnan  
  President, Chief Executive Officer, Principal Executive Officer,  
  Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director  
     
  October 9, 2013  

 

By: /s/ Lowell Feuer  
  Lowell Feuer  
  Director  
     
  October 9, 2013  

 

By: /s/ Scott Joseph Senyetse Senwelo  
 

Scott Joseph Senyetse Senwelo

Director

 
     
  October 9, 2013  

 

By: /s/ Peter Tshazibane  
  Peter Tshazibane  
  Director  
     
  October 9, 2013  

 

By: /s/ Gertrude Mothibe  
  Gertrude Mothibe  
  Director  
     
  October 9, 2013  

 

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