GR8*`F
MI(5\[ KM/GE^;]NAU-W`1Z=
M-@Q(Z`3NFI#`3R3^?(A<)V2"53^RQ6W!_FNGS=KLH_;EN_;5Y=LGXF48G4,_
M]YB5$X3.`U@`QP\7;UWT2'N[?'=Q=769(6+=UM1'@62MDSPE%"L^W,U3S6\*6
M0W!U+`@ZE"6/L=7WG8<2U>>_-TSE6\*5J_K]L52=L-VE['']`%]>D7\,R=
MUK?;&:9ZCK#E$'PX%@3="#-!^Y"XCO\[<#!_SN$V-0P(OLCE6/SMR,,!/3ZB
M8!HB]X_I@@I/["AD.VWFA/''AHC(,'QDU%".U(_'18KYN[A++>`-"(H"Y6/#:&XD)5W@.
M-D?WH3<;CS[]I&R$\%H:A@=78`X21_>R$\82]U,.BVQ;H]'("/>!.I'*T64'%L+8N8I":T0[#CNHCZ;V0"7$"YIC/R"(1K>7EC2D1B"EYB
MN0_T"JRA.4]FKC,'B+QD_#=?+2K%'-!FWC"1F\MES&*(0L>/6ZK";(S1$N#P
M>>P[B9M"YX4E6WZII7$@%))H@:@(2K'`VHVI$0H!H6P.D1/4F?^JZ;1'2D+T
M`[V"WA.N#:\3X-/=K#=V<`@!&:'`K09-@MH,Z&34<*`7V_NN8<+%2W_UIT+P
MWUD;MTX-H7,/?
PROPERTY AND EQUIPMENT
|
9 Months Ended |
---|---|
Mar. 31, 2012
|
|
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 2 - PROPERTY AND EQUIPMENT Major classes of property and equipment consist of the following: March 31, 2012 June 30, 2011 -------------- ------------- Construction in process $ 16,295 $ 0 Vehicles 11,050 0 Furniture and fixtures 2,301 0 -------- -------- 29,646 0 Less accumulated depreciation (368) 0 -------- -------- $ 29,278 $ 0 ======== ======== During 2012 and 2011, the Company recorded no provisions for the impairment of assets. |
SUMMARY OF ACCOUNTING POLICIES
|
9 Months Ended |
---|---|
Mar. 31, 2012
|
|
SUMMARY OF ACCOUNTING POLICIES | |
SUMMARY OF ACCOUNTING POLICIES | NOTE 1 - SUMMARY OF ACCOUNTING POLICIES Nature of Business Vantage Health ("Vantage Health" and the "Company") is a development stage company and was incorporated in Nevada on April 21, 2010. The Company intends to build and operate an Active Pharmaceutical Ingredients ("APIs") manufacturing plant alongside a formulation and packaging plant in South Africa to meet the growing market needs for Anti-retrovirals ("ARVs") in South Africa and potentially other African countries. The company intends to build an Antiretroviral Active Pharmaceutical Ingredient (API) manufacturing plant in South Africa in order to supply the growing demand in the fight against HIV/AIDS. Development Stage Company The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, and there has been no significant revenues there from. Basis of Presentation The accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form S-1/A filed with the SEC as of and for the period ended June 30, 2011. In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. The Company has adopted a June 30 year end. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated. Cash and Cash Equivalents Vantage Health considers all highly liquid investments with maturities of three months or less to be cash equivalents. At March 31, 2012 and June 30, 2011, the Company had $368,126 and $14,223 of cash, respectively. Property and Equipment Property and equipment are recorded at cost and are depreciated, when placed in service, using principally the straight-line method over the estimated useful lives of the related assets. Estimated useful lives generally range from two to seven years for furniture, equipment and automobiles. Leasehold improvements are amortized over the estimated useful lives of the related assets or leases, whichever is shorter. Fair Value of Financial Instruments The Company's financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Revenue Recognition The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2012. Other Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and other gains and losses affecting stockholder's equity that, under GAAP, are excluded from net income (loss), including foreign currency translation adjustments, gains and losses related to certain derivative contracts, and gains or losses, prior service costs or credits, and transition assets or obligations associated with pension or other postretirement benefits that have not been recognized as components of net periodic benefit cost. Foreign Currency Translation The functional currency of the Company is the United States Dollar. The financial statements of the Company's South African subsidiary are translated from the South African Rand to U.S. dollars using the period exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. The financial statements of the Company's Tanzania subsidiary are translated from the Tanzanian Shilling to U.S. dollars using the period exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transaction occurs. Net gains and losses resulting from foreign exchange translations are included in the statements of operations and changes in stockholders' equity as other comprehensive income (loss). Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718). To date, the Company has not adopted a stock option plan and has not granted any stock options. 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. |
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (USD $)
|
Common Stock Shares
|
Common Stock Amount
USD ($)
|
Additional Paid In Capital
USD ($)
|
Stock Subscription Receivable
USD ($)
|
Non-Controlling Interest
USD ($)
|
Accumulated Other Comprehensive Income (Loss)
USD ($)
|
Deficit Accumulated During the Development Stage
USD ($)
|
Total.
USD ($)
|
---|---|---|---|---|---|---|---|---|
Balance at Apr. 21, 2010 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Shares issued to founder for cash | 60,000,000 | 60,000 | 0 | 0 | 0 | 0 | 0 | 60,000 |
Shares issued for cash at $0.0015 per share | 3,712,500 | 3,713 | 1,856 | 0 | 0 | 0 | 0 | 5,569 |
Shares issued for cash at $0.002 per share | 5,000,000 | 5,000 | 5,000 | 0 | 0 | 0 | 0 | 10,000 |
Shares issued for cash at $0.0025 per share | 3,700,000 | 3,700 | 5,550 | 0 | 0 | 0 | 0 | 9,250 |
Shares issued for cash at $0.00275 per share | 1,287,500 | 1,287 | 2,254 | 0 | 0 | 0 | 0 | 3,541 |
Shares issued for cash at $0.003 per share | 450,000 | 450 | 900 | 0 | 0 | 0 | 0 | 1,350 |
Deemed dividend created by acquisition of 51% of entity under common control | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (85,200) | $ (85,200) | |
Net loss for the year ended June 30, 2010 | 0 | 0 | 0 | (637) | 6,010 | (6,627) | (1,254) | |
Balance at Jun. 30, 2010 | 74,150,000 | 74,150 | 15,560 | 0 | (637) | 6,010 | (91,827) | 3,256 |
Debt forgiven shareholder | 0 | 50,000 | 0 | 0 | 0 | 0 | 50,000 | |
Shares issued for services | 100,000 | 100 | 31,900 | 0 | 0 | 0 | 0 | 32,000 |
Net loss for the year ended June 30, 2011 | 0 | 0 | 0 | (141,601) | (16,495) | (289,074) | (447,170) | |
Balance at Jun. 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) | 0 | 0 | 0 | 170,000 |
Acquisition of 51% of entity | 0 | 0 | 0 | 2,206 | 0 | 0 | 2,206 | |
Net loss for the nine months ended March 31, 2012 | $ 0 | $ 0 | $ 0 | $ (145,000) | $ 41,301 | $ (181,759) | $ (285,458) | |
Balance at Mar. 31, 2012 | 80,025,000 | 80,025 | 380,435 | (118,750) | (285,032) | 30,816 | (562,660) | (475,166) |
"+ text.join( "
\n" ) +"
" + text[p] + "
\n"; } } }else{ formatted = '' + raw + '
'; } html = ''+ "\n"+''+ "\n"+''+ "\n"+' formatted: '+ ( this.Default == 'raw' ? 'as Filed' : 'with Text Wrapped' ) +''+ "\n"+' | '+ "\n"+'
'+ "\n"+' | '+ "\n"+' '+ "\n"+'
'+ "\n"+' | '+ "\n"+' '+ "\n"+'
CONSOLIDATED BALANCE SHEETS PARENTHETICALS (unaudited) (USD $)
|
Mar. 31, 2012
|
Jun. 30, 2011
|
---|---|---|
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 250,000,000 | 250,000,000 |
Common Stock, shares issued | 80,025,000 | 74,250,000 |
Common Stock, shares outstanding | 80,025,000 | 74,250,000 |
SUBSEQUENT EVENTS
|
9 Months Ended |
---|---|
Mar. 31, 2012
|
|
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS On April 14, 2012, Dr. Lisa Ramakrishnan reclaimed her role as CEO following the mutually agreed upon termination of Mr. John Harris, the previous CEO. On October 24, 2011, Vantage Health Tanzania Ltd was awarded and subsequently accepted a contract from the University of Dar es Salaam to supply medical supplies and goods with a total contract value of $850,000. This contract is to be carried out over a period beginning November 1, 2011 and ending September 30, 2012. Vantage Health Tanzania Ltd has already begun fulfilling this contract and is recognizing revenues from this contract. Vantage Health's South African subsidiary, Moxisign (Pty) Ltd., is in the final stages of entering into a 5 year contract with a health and beauty focused retail and supply group with over 590 stores across southern Africa. This contact is expected to generate approximately $10,000,000 in gross revenue for that entity. This contract is not yet finalized. Management has evaluated subsequent events through the date on which the financial statements were issued, and has determined it does not have any material subsequent events to disclose other than those mentioned above. |
Document and Entity Information
|
9 Months Ended | |
---|---|---|
Mar. 31, 2012
|
May 15, 2012
|
|
Document and Entity Information | ||
Entity Registrant Name | Vantage Health | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2012 | |
Amendment Flag | false | |
Entity Central Index Key | 0001497130 | |
Current Fiscal Year End Date | --06-30 | |
Entity Common Stock, Shares Outstanding | 80,025,000 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2012 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (USD $)
|
3 Months Ended | 9 Months Ended | 23 Months Ended | ||
---|---|---|---|---|---|
Mar. 31, 2012
|
Mar. 31, 2011
|
Mar. 31, 2012
|
Mar. 31, 2011
|
Mar. 31, 2012
|
|
REVENUES | $ 32,397 | $ 0 | $ 68,772 | $ 0 | $ 68,772 |
COST OF GOODS SOLD | |||||
Medical goods | 36,524 | 0 | 72,176 | 0 | 72,176 |
GROSS PROFIT (LOSS) | (4,127) | 0 | (3,404) | 0 | (3,404) |
OPERATING EXPENSES | |||||
Professional fees | 6,495 | 5,065 | 17,216 | 18,386 | 51,607 |
Office expenses | 54,535 | 6,444 | 175,414 | 9,920 | 203,548 |
Officer/director compensation | 0 | 0 | 3,500 | 0 | 10,500 |
Stock based compensation | 0 | 0 | 0 | 0 | 32,000 |
Consulting | 22,089 | 64,483 | 49,101 | 200,088 | 262,072 |
Deposit impairment | 0 | 0 | 0 | 0 | 50,000 |
Travel and entertainment | 8,785 | 18,894 | 76,801 | 44,221 | 148,259 |
Bank fees | 191 | 300 | 1,323 | 1,099 | 3,379 |
TOTAL OPERATING EXPENSES | 92,095 | 95,186 | 323,355 | 273,714 | 761,365 |
LOSS FROM OPERATIONS | (96,222) | (95,186) | (326,759) | (273,714) | (764,769) |
OTHER INCOME (EXPENSE) | |||||
Interest income | 0 | 0 | 0 | 68 | 69 |
TOTAL OTHER INCOME (EXPENSE) | 0 | 0 | 0 | 68 | 69 |
LOSS BEFORE NON-CONTROLLING INTEREST | (96,222) | (95,186) | (326,759) | (273,646) | (764,700) |
LESS: LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 40,973 | 41,817 | 145,000 | 117,028 | 287,238 |
LOSS BEFORE PROVISION FOR INCOME TAXES | (55,249) | (53,369) | (181,759) | (156,618) | (477,462) |
PROVISION FOR INCOME TAXES | 0 | 0 | 0 | 0 | 0 |
NET LOSS | $ (55,249) | $ (53,369) | $ (181,759) | $ (156,618) | $ (477,462) |
LOSS PER SHARE: BASIC AND DILUTED | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | |
WEIGHTED AVERAGE COMMON SHARES OUTSANDING: | |||||
BASIC AND DILUTED | 80,025,000 | 74,150,000 | 78,859,149 | 74,150,000 |
STOCK WARRANTS
|
9 Months Ended |
---|---|
Mar. 31, 2012
|
|
STOCK WARRANTS | |
STOCK WARRANTS | NOTE 5 - STOCK WARRANTS The Company issued 7,859,375 stock warrants in connection with the issuance of common stock. The Company has accounted for these warrants as equity instruments in accordance with EITF 00-19 (ASC 815-40), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, and as such, will be classified in stockholders' equity as they meet the definition of "...indexed to the issuer's stock" in EITF 01-06 (ASC 815-40) The Meaning of Indexed to a Company's Own Stock. The Company has estimated the fair value of the warrants issued in connection with the private placement at $13 as of the grant dates using the Black-Scholes option pricing model. Each common stock purchase warrant has an exercise price of $3.00 and will expire 36 months from the effective date of the S-1. The Company has the right to call the common stock purchase warrants within ten days written notice if the Company's common stock is trading at or above $3.00 per share and has average daily trading volume of 200,000 shares of twenty consecutive days. No adjustment was made to the financial statements due to materiality. On August 4, 2011 the exercise price for all the outstanding warrants was revised from $3.00 to $0.05 per share. The warrants were revalued on that date at $1,611,135. The stock and warrants were originally sold for total value of $13,541. As the value of the warrants cannot exceed the total value of the equity sale, no further adjustments are necessary. During the quarter ended September 30, 2011 warrants were exercised for 5,775,000 common shares of stock, for $20,000 in cash and notes receivable totaling $268,750. There are 2,084,375 stock warrants remaining as of September 30, 2011. Key assumptions used by the Company are summarized as follows at the original grant date and the date of revision: August 4, 2011 June 30, 2010 -------------- ------------- Stock price $0.25 $0.00275 Exercise price $0.05 $ 3.00 Expected volatility 86% 105% Expected dividend yield 0.00% 0.00% Risk-free rate over the estimated expected life of the warrants 0.27% 0.84% Expected term (in years) 1.92 3 |
COMMON STOCK
|
9 Months Ended |
---|---|
Mar. 31, 2012
|
|
COMMON STOCK | |
COMMON STOCK | 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 quarter ended September 30, 2011 warrants were exercised for 5,775,000 common shares of stock, for $20,000 in cash and notes receivable totaling $268,750. During the quarter ended March 31, 2012 subscriptions receivable were collected in the amount of $150,000. There are 80,025,000 shares issued and outstanding as of March 31, 2012. |
LIQUIDITY AND GOING CONCERN
|
9 Months Ended |
---|---|
Mar. 31, 2012
|
|
LIQUIDITY AND GOING CONCERN | |
LIQUIDITY AND GOING CONCERN | NOTE 8 - LIQUIDITY AND GOING CONCERN The Company has limited working capital, has incurred losses since inception, and has not yet received material revenues from sales of products or services. These factors create substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The ability of Vantage Health to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management's plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts. |
NON-CONTROLLING INTEREST
|
9 Months Ended |
---|---|
Mar. 31, 2012
|
|
NON-CONTROLLING INTEREST | |
NON-CONTROLLING INTEREST | NOTE 6 - NON-CONTROLLING INTEREST On June 14, 2010, Vantage acquired 51% of an entity under common control for cash totaling $3,643. For purposes of these financial statements, the subsidiary has been consolidated via the acquisition method. We have recorded a deemed dividend of $85,200 since the book value of Moxisign's liabilities exceeded the book value of its assets. The assets and liabilities of Moxisign have been recorded at amounts equal to the carrying value on Moxisign's books as per ASC 805-020. At the acquisition date, Moxisign had current assets of $27,751, current liabilities of $1,928 and long-term liabilities of $102,669. On June 1, 2011, Vantage acquired 51% of a newly established entity for a note totaling $2,295. For purposes of these financial statements, the subsidiary has been consolidated via the acquisition method. The assets and liabilities of Vantage Tanzania Limited have been recorded at amounts equal to the carrying value on Vantage Tanzania Limited's books as per ASC 805-020. At the acquisition date, Vantage Tanzania Limited had current assets of $0, current liabilities of $0 and long-term liabilities of $0. |
COMMITMENTS
|
9 Months Ended |
---|---|
Mar. 31, 2012
|
|
COMMITMENTS | |
COMMITMENTS | NOTE 7 - COMMITMENTS Vantage Health neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future. |
INCOME TAXES
|
9 Months Ended |
---|---|
Mar. 31, 2012
|
|
INCOME TAXES | |
INCOME TAXES | NOTE 9 - INCOME TAXES For the nine months ended March 31, 2012, Vantage Health has incurred a net loss before minority interest of approximately $314,364 and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $471,000 at March 31, 2012, and will expire beginning in the year 2030. The provision for Federal income tax consists of the following for the three months ended March 31, 2012 and 2011: March 31, 2012 March 31, 2011 -------------- -------------- Federal income tax benefit attributable to: Current operations $ 18,785 $ 19,799 Less: valuation allowance (18,785) (19,799) -------- -------- Net provision for Federal income taxes $ 0 $ 0 ======== ======== The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows: March 31, 2012 June 30, 2011 -------------- ------------- Deferred tax asset attributable to: Net operating loss carryover $ 160,140 $ 89,651 Valuation allowance (160,140) (89,651) --------- --------- Net deferred tax asset $ 0 $ 0 ========= ========= |
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) (unaudited) (USD $)
|
3 Months Ended | 9 Months Ended | 23 Months Ended | ||
---|---|---|---|---|---|
Mar. 31, 2012
|
Mar. 31, 2011
|
Mar. 31, 2012
|
Mar. 31, 2011
|
Mar. 31, 2012
|
|
Net Loss | $ (55,249) | $ (53,369) | $ (181,759) | $ (156,618) | $ (477,462) |
Foreign Currency Translation: | |||||
Change in cumulative translation adjustment | (20,601) | 5,608 | 41,301 | (17,431) | 30,816 |
Income tax benefit (expense) | 0 | 0 | 0 | 0 | 0 |
Total | $ (20,601) | $ 5,608 | $ 41,301 | $ (17,431) | $ 30,816 |
SHAREHOLDER LOANS
|
9 Months Ended |
---|---|
Mar. 31, 2012
|
|
SHAREHOLDER LOANS | |
SHAREHOLDER LOANS | NOTE 3 - SHAREHOLDER LOANS During the period ended June 30, 2010 the company received loans from two shareholders for $100,699, $30,000 and $3,500. The loans are non-interest bearing, unsecured and are due on July 13, 2013. During the year ended June 30, 2011, the $3,500 loan was repaid in full. An additional $247,623 was loaned from a shareholder during the year ended June 30, 2011. During the year ended June 30, 2011, a shareholder forgave loans totaling $50,000 which have been recorded as contributed capital. The total amount due to the shareholders was $852,539 and $328,322 as of March 31, 2012 and June 30, 2011, respectively. |