- Quarterly Report (10-Q)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

 

Mark One

[ X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

         EXCHANGE ACT OF 1934

 

         For the quarterly period ended September 30, 2011

 

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

        EXCHANGE ACT OF 1934

 

        For the transition period from ______ to _______

 

Commission File No. 333-168930

 

VANTAGE HEALTH (Name of registrant in its charter)
Nevada (State or other jurisdiction of incorporation or organization)	98-0659770 (IRS Employer Identification Number)
11400 West Olympic Boulevard, Suite 640 Los Angeles, CA 90064-1567 (Address of principal executive offices)

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

Yes [X ]   No[    ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-1 (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)

Yes [X ]   No[    ]

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [  ] Accelerated filer [   ]

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

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

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes[   ]  No[   ]

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class	Outstanding as of  September 30, 2011
Common Stock, $0.001	76,527,446

VANTAGE HEALTH

 

Form 10-Q

 

Part 1	FINANCIAL INFORMATION
Item 1	Financial Statements	F-1
	Balance Sheets (unaudited)	F-1
	Statements of Operations (unaudited)	F-2
	Statements of Cash Flows (unaudited)	F-3
	Notes to unaudited Financial Statements	F-4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4.	Controls and Procedures	9
Part II.	OTHER INFORMATION
Item 1	Legal Proceedings	10
Item 1A	Risk Factors	10
Item 2.	Unregistered Sales of Equity S ecurities and Use of Proceeds	10
Item 3	Defaults Upon Senior Securities	10
Item 4	(Removed and Reserved)	10
Item 5	Other Information	10
Item 6	Exhibits	10

2

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY) 

CONSOLIDATED BALANCE SHEETS (unaudited)

AS OF SEPTEMBER 30, 2011 AND JUNE 30, 2011

 

	September 30, 2011				June 30, 2011
ASSETS
Current Assets
Cash and equivalents	$	14,143			$	14.223
Prepaid expenses		0				0
Total Current Assets		14,143				14,223
TOTAL ASSETS	$	14,143			$	14,223
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	41,718			$	47,815
Long – Term Liabilities
Shareholder loans		278,664				328,322
Total Liabilities		320,382				376,137
Stockholders’ Deficit
Common Stock, $.001 par value, 250,000,000 shares authorized, 80,025,000 and 74,250,000 shares issued and outstanding, respectively		80,025				74,250
Additional paid-in capital		380,435				97,460
Stock subscription receivable		(268,750	)			0
Non-controlling interest		(148,142	)			(142.238	)
Accumulated other comprehensive income (loss)		43,346				(10,485	)
Deficit accumulated during the development stage		(393,153	)			(380,901	)
Total Stockholders’ Deficit		(306,239	)			(361,904	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	14,143			$	14,223

 

See accompanying notes to financial statements.

F- 1

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY) 

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

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

 

	Three Months Ended September 30, 2011				Three Months Ended September 30, 2010				Period from April 21, 2010 (Inception) to September 30, 2011
REVENUES	$	0			$	0			$	0
EXPENSES
Professional fees		5,916				8,219				40,307
Office expenses		1,694				1,407				29,828
Officer/Director Compensation		2,000				0				9,000
Consulting		0				71,367				212,971
Deposit impairment		0				0				50,000
Travel and entertainment		8,129				17,813				79,587
Bank fees		417				400				2,471
TOTAL OPERATING EXPENSES		18,156				99,206				424,164
LOSS FROM OPERATIONS		(18,156	)			(99,206	)			(424,164	)
OTHER INCOME (EXPENSE)
Interest income		0				61				69
TOTAL OTHER INCOME (EXPENSE)		0				61				69
LOSS BEFORE NON-CONTROLLING INTEREST		(18,156	)			(99,145	)			(424,095	)
LESS: LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		5,904				40,914				148,142
LOSS BEFORE PROVISION FOR INCOME TAXES		(12,252	)			(58,231	)			(275,953	)
PROVISION FOR INCOME TAXES		0				0				0
NET LOSS	$	(12,252	)		$	(58,231	)		$	(275,953	)
LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE COMMON SHARES OUTSANDING: BASIC AND DILUTED		76,527,446				74,150,000

 

See accompanying notes to financial statements.

F- 2

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY) 

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) (unaudited)

FOR THE THREE MOTNHS ENDED SEPTEMBER 30, 2011 AND 2010

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

 

	Three Months Ended September 30, 2011				Three Months Ended September 30, 2010				Period from April 21, 2010 (Inception) to September 30, 2011
Net Loss	$	(12,252	)		$	(58,231	)		$	(275,953	)
Foreign Currency Translation:
Change in cumulative translation adjustment		53,831				(11,428	)			43,346
Income tax benefit (expense)		0				0				0
Total	$	53,831			$	(11,428	)		$	43,346

 

See accompanying notes to financial statements.

F- 3

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY) 

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

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

 

	Three Months Ended September 30, 2011				Three Months Ended September 30, 2010				Period from April 21, 2010 (Inception) to September 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(12,252	)		$	(58,231	)		$	(275,953	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Deposit impairment		0				0				50,000
Loss attributable to non-controlling interest		(5,904	)			(40,914	)			(148,142	)
Changes in assets and liabilities:
(Increase) decrease in prepaid expenses						1,843				0
Increase in accounts payable and accrued expenses		(6,097	)			(5,944	)			41,718
Net Cash Used by Operating Activities		(24,253	)			(103,246	)			(332,377	)
CASH FLOWS FROM INVESTING ACTIVITIES
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				0				(322,393	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock		0				0				89,710
Proceeds from exercise of stock warrants		20,000				0				20,000
Proceeds from notes payable – related parties		0				22,988				300,265
Payments on notes payable – related parties		(49,658	)			0				(53,158	)
Net Cash Provided by (Used by) Financing Activities		(29,658	)			22,988				356,817
Effect of exchange rate changes on cash		53,831				(11,428	)			(43,346	)
NET INCREASE (DECREASE) IN CASH		(80	)			(91,686	)			14,143
Cash, beginning of period		14,223				121,034				0
Cash, end of period	$	14,143			$	29,348			$	14,143
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	0			$	0			$	0
Cash paid for income taxes	$	0			$	0			$	0
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION:
Deemed dividend related to acquisition of subsidiary	$	0			$	0			$	85,200
Exercise of stock warrants for stock subscription receivable	$	268,750			$	0			$	268,750

 

See accompanying notes to financial statements.

F- 4

VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

 

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES

 

Nature of Business

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

 

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

 

Development Stage Company

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

 

Basis of Presentation

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

 

Principles of Consolidation

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

 

Cash and Cash Equivalents

Vantage Health considers all highly liquid investments with maturities of three months or less to be cash equivalents. At September 30, 2011 and June 30, 2011, the Company had $14,143 and $14,223 of cash, respectively.

 

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.

 

F- 5

VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

 

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

 

Use of Estimates

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

 

Basic Income (Loss) Per Share

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

 

Other Comprehensive Income (Loss)

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

 

Foreign Currency Translation

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

 

Stock-Based Compensation

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

 

Recent Accounting Pronouncements

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

 

NOTE 2 – 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.

 

F- 6

VANTAGE HEALTH
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

 

NOTE 2 – SHAREHOLDER LOANS (CONTINUED)

 

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 $278,664 and $328,322 as of September 30, 2011 and June 30, 2011, respectively.

 

NOTE 3 – 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.

 

There are 80,025,000 shares issued and outstanding as of September 30, 2011.

 

NOTE 4 – 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.

 

F- 7

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

 

NOTE 4 – STOCK WARRANTS (CONTINUED)

 

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

 

NOTE 5 – 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 6 – COMMITMENTS

 

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

 

NOTE 7 – LIQUIDITY AND GOING CONCERN

 

The Company has limited working capital, has incurred losses since inception, and has not yet received revenues from sales of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

 

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

F- 8

VANTAGE HEALTH

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

 

NOTE 8 – INCOME TAXES

 

For the three months ended September, 2011, Vantage Health has incurred a net loss before minority interest of approximately $18,000 and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $424,000 at September 30, 2011, and will expire beginning in the year 2030. The provision for Federal income tax consists of the following:

 

	September 30, 2011				September 30, 2010
Federal income tax attributable to:
Current Operations	$	6,200			$	2,253
Less: valuation allowance		(6,200	)			(2,253	)
Net provision for Federal income taxes	$	0			$	0

 

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

 

	September 30, 2011				June 30, 2011
Deferred tax asset attributable to:
Net operating loss carryover	$	106,738			$	100,538
Valuation allowance		(106,738	)			(100,538	)
Net deferred tax asset	$	0			$	0

 

NOTE 9 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through November 15, 2011, the date on which the financial statements were issued, and has determined it does not have any material subsequent events to disclose other than those mentioned above.

F- 9

 

FORWARD-LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

GENERAL  

 

VANTAGE HEALTH. was incorporated under the laws of the State of Nevada on April 21, 2010.  Our registration statement has been filed with the Securities and Exchange Commission on August 19, 2010.

 

Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," refers to VANTAGE HEALTH.

 

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

 

As described in our quarterly report on Form 10-Q for the period ended December 31, 2010 that was filed with the SEC on February 18, 2011, on December 31, 2010, Vantage Health (through its subsidiary Moxisign Ltd) entered into an exclusive agreement with Shanghai Kehua Bioengineering Co Ltd, of China, manufacturers of the Diagnostic Kit for HIV (1+2) Antibody (Colloidal Gold). This agreement ensures that Vantage Health has exclusive rights over the next 12 months to sell the Diagnostic Kit for HI V (1+2) Antibody (Colloidal Gold) in the continent of Africa. The HIV (1+2) Diagnostic Kit (Colloidal Gold) is a rapid test for the qualitative detection of antibodies to human immunodeficiency virus I and/or 2 in whole blood or serum or plasma. This agreement will terminate if Vantage Health does not place an order, within Three months of the agreement date, for $500,000 worth of test kits. Vantage Health has paid $50,000 for this 12 month exclusive right. The agreement terminated on June 30, 2011 due to Vantage not having place sufficient orders required under the contract. Vantage believes it can still get the favorable terms provided under the contract in the future; however, there is no guarantee of that.

 

3

 

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

 

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

 

Vantage now devotes fulltime to implementing its overall business plan.

 

Phase 1: IMPORTATION AND DISTRIBUTION IN SOUTH AFRICA

 

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

 

The remaining 49% of Moxisign is owned by a consortium of local Brad Based Black Economi Empowerment (“BBBBEE”) patners.

 

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

 

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

 

4

 

Supply Agreements

 

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

 

India

 

   Amol Pharmaceuticals

 

China

 

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

   GWK Biotechnology Company

   Kehua Bioengineering

 

Current Status of Moxisign

 

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

 

PHASE 2: SADC REGIONAL MARKETS

 

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

PHASE 3: MANUFACTURING

 

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

 

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

 

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

 

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

 

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

 

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

 

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

RESULTS OF OPERATIONS

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

Three month Period Ended September 30, 2011 Compared to the three month period ended September 30, 2010 and the period from Inception (April 21, 2010) to September 30, 2011.

 

Our net loss for the three- months ended September 30, 2011 was approximately ($12,252) compared to a net loss of ($58,231) for the three- months ended September 30, 2010. During the period from inception (April 21, 2010) to September 30, 2011 the net loss was ($275,953) .During the Three- months ended September 30, 2011 and 2010, we did not generate any revenue.

 

During the Three-months ended September 30, 2011, we incurred general and administrative, consulting, and professional expenses of approximately $18,156 compared to $99,206 during the three-months ended September 30, 2010. During the period from inception (April 21, 2010) to September 30, 2011 we incurred general and administrative, consulting and professional expenses of approximately $424,164 General and administrative expenses incurred during the Three-month period ended September 30, 2011 and 2010 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.

 

Our net loss during the There- months ended September 30, 2011 was ($12,252) or ($0.00) per share. The weighted average number of shares outstanding was 74,150,000 for the Three- month period ended September 30, 2011.

 

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LIQUIDITY AND CAPITAL RESOURCES

 

Three-month Period Ended September 30, 2011 

 

As at the Three-months ended September 30, 2011, our current assets were $14,143 and our current liabilities were $41,178, which resulted in a working capital of ($27,575). As at the three-months ended September 30, 2011, current assets were comprised of $14,143 in cash compared to $14,223 in current assets at June 30, 2011. At the three-months ended September 30, 2011, current liabilities were comprised of $41,718 in accounts payable and accrued expenses.

 

Stockholders’ deficit decreased from ($361,904) as of June 30, 2011 to ($306,239) as of September 30, 2011.   

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. For the three-month period ended September 30, 2011, net cash flows used in operating activities was ($24,253) consisting primarily of a net loss of ($12,252). For the three-month period ended September 30, 2010, net cash flows used in operating activities was ($103,246). Net cash flows used in operating activities was ($332,337) for the period from inception (April 21, 2010) to September 30, 2011.  

 

Cash Flows from Financing Activities

 

We have financed our operations primarily from either advances from directors or the issuance of equity and debt instruments. For the three-months ended September 30, 2011, we generated $20,000 from the sale of common stock and made payments on related party loans of $49,658 resulting in a net cash from financing activities of ($29,658). For the three-months ended September 30, 2010, we generated $22,988 from the sale of common stock resulting in a net cash from financing activities of $22,988. For the period from inception (April 21, 2010) to September 30, 2011, we generated $109,710 in proceeds from sales of common stock, $300,256 in proceeds from related party loans and made payments of ($53,158) on related party loans resulting in net cash provided by financing activities was $356,817 received from sale of common stock and advances from Director.

 

PLAN OF OPERATION AND FUNDING

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

Existing working capital, further advances, equity and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next Three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

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MATERIAL COMMITMENTS

 

  During the period ended June 30, 2010 the company received loans from two shareholders for $100,699, $30,000 and $3,500. The loans are non-interest bearing, unsecured and are due on July 13, 2013.

 

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

 

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

 

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

 

The total amount due to the shareholders was $278,664 and $328,322 as of September 30, 2011 and June 30, 2011, respectively.

 

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

 

PURCHASE OF SIGNIFICANT EQUIPMENT

 

We do not intend to purchase any significant equipment during the next twelve months.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

GOING CONCERN

 

The independent auditors' report accompanying our June 30, 2011 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates. 

 

Exchange Rate

 

Our reporting currency is United States Dollars (“USD”). 

 

Interest Rate

 

Any future loans will relate mainly to trade payables and will be mainly short-term. However our debt may be likely to rise in connection with expansion and if interest rates were to rise at the same time, this could become a significant impact on our operating and financing activities. We have not entered into derivative contracts either to hedge existing risks of for speculative purposes.

 

ITEM IV. CONTROLS AND PROCEDURES

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2011. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the Thre- months ended September 30, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On February 3, 2011, our registration statement on Form S-1 became effective.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No report required.

 

ITEM 4. (REMOVED AND RESERVED)

 

No report required.

 

ITEM 5. OTHER INFORMATION

No report required.

 

ITEM 6. EXHIBITS

 

Exhibits:

 

31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

 

31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

 

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

VANTAGE HEALTH

 

Dated: November 18, 2011

By: /s/ Lisa Ramakrishnan

Lisa Ramikrishnan

 

/s/ Lisa Ramakrishnan

President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, Director

 

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