UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-Q



[X]	Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For
the quarterly period ended March 31, 2015



[  ]	Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934



For
the transition period from __________ to__________



Commission
File Number: 000-55155



Vantage
mHealthcare, Inc.

(Exact
name of registrant as specified in its charter)



|Delaware                                                          |  | 93-0659770                          
|----------------------------------------------------------------- |  | ------------------------------------
|(State
    or other jurisdiction ofincorporation or organization) |  | (IRS
    EmployerIdentification No.)



3
Columbus Circle, 15th Floor

New
York, NY 10019

(Address
of principal executive offices)



(917)
745-7202

(Registrant’s
telephone number)














(Former
name, former address and former fiscal year, if changed since last report)



Indicate
by check mark 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 [X] Yes [  ] 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). [X] Yes [  ]
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.



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



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



Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 217,339,610
as of May 14, 2015.






















TABLE
OF CONTENTS



|                                                                        |                                                                                           | Page
|----------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ----
|                                                                        |                                                                                           |     
|PART
                                         I – FINANCIAL INFORMATION |                                                                                          
|                                                                        |                                                                                           |     
|Item 1:                                                                 | Financial
    Statements                                                                  | 3   
|Item 2:                                                                 | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations | 4   
|Item 3:                                                                 | Quantitative
    and Qualitative Disclosures About Market Risk                            | 8   
|Item 4:                                                                 | Controls
    and Procedures                                                               | 9   
|                                                                        |                                                                                           |     
|PART
    II – OTHER INFORMATION                                         |                                                                                          
|                                                                        |                                                                                           | 9   
|Item 1:                                                                 | Legal
    Proceedings                                                                     | 9   
|Item 1A:                                                                | Risk
    Factors                                                                          | 9   
|Item 2:                                                                 | Unregistered
    Sales of Equity Securities and Use of Proceeds                           | 10  
|Item 3:                                                                 | Defaults
    Upon Senior Securities                                                       | 10  
|Item 4:                                                                 | Mine
    Safety Disclosures                                                               | 10  
|Item 5:                                                                 | Other
    Information                                                                     | 10  
|Item 6:                                                                 | Exhibits                                                                                  | 10  



2







PART
I - FINANCIAL INFORMATION



Item
1. Financial Statements



Our
consolidated financial statements included in this Form 10-Q are as follows:



|F-1 | Consolidated
    Balance Sheets as of March 31, 2015 and June 30, 2014 (unaudited);                               
|--- | ------------------------------------------------------------------------------------------------------------------
|F-2 | Consolidated
    Statements of Operations for the three and nine months ended March 31, 2015 and 2014 (unaudited);
|F-3 | Consolidated
    Statements of Cash Flows for the nine months ended March 31, 2015 and 2014 (unaudited); and      
|F-4 | Notes
    to the unaudited Consolidated Financial Statements.                                                     



These
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2015 are not necessarily
indicative of the results that can be expected for the full year.



3







VANTAGE
mHEALTHCARE, INC.



CONSOLIDATED
BALANCE SHEETS

UNAUDITED



|                                                                                                                                                                                  |  | March 31, 2015 |             |   | June 30, 2014 |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | - | ------------- | -
|ASSETS                                                                                                                                                                            |  |                |             |   |               |  
|Current assets                                                                                                                                                                    |  |                |             |   |               |  
|Cash and cash equivalents                                                                                                                                                         |  | $              | 69,972      |   |               | $
|Prepaid expenses                                                                                                                                                                  |  |                | 10,528      |   |               |  
|Total current assets                                                                                                                                                              |  |                | 80,500      |   |               |  
|                                                                                                                                                                                  |  |                |             |   |               |  
|Fixed Assets                                                                                                                                                                      |  |                | 11,101      |   |               |  
|Securities-available for sale                                                                                                                                                     |  |                | 200         |   |               |  
|                                                                                                                                                                                  |  |                |             |   |               |  
|Total assets                                                                                                                                                                      |  |                | 91,801      |   |               |  
|                                                                                                                                                                                  |  |                |             |   |               |  
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                                             |  |                |             |   |               |  
|Current liabilities                                                                                                                                                               |  |                |             |   |               |  
|Accounts payable and accrued liabilities                                                                                                                                          |  | $              | 131,086     |   |               | $
|Convertible notes payable                                                                                                                                                         |  |                | 286,484     |   |               |  
|Due to related parties                                                                                                                                                            |  |                | 277,331     |   |               |  
|Derivative liabilities                                                                                                                                                            |  |                | 830,564     |   |               |  
|Total current liabilities                                                                                                                                                         |  |                | 1,525,465   |   |               |  
|                                                                                                                                                                                  |  |                |             |   |               |  
|Convertible debt                                                                                                                                                                  |  |                | 204,490     |   |               |  
|                                                                                                                                                                                  |  |                |             |   |               |  
|Total liabilities                                                                                                                                                                 |  |                | 1,729,955   |   |               |  
|                                                                                                                                                                                  |  |                |             |   |               |  
|Stockholders’ deficit                                                                                                                                                             |  |                |             |   |               |  
|Common stock; $0.001 par value; 250,000,000 shares authorized; 216,006,277 and 189,423,721
    shares issued and outstanding as of March 31, 2015 and June 30, 2014, respectively |  |                | 216,007     |   |               |  
|Additional paid-in capital                                                                                                                                                        |  |                | 9,187,999   |   |               |  
|Accumulated deficit                                                                                                                                                               |  |                | (11,042,160 | ) |               |  
|Total stockholders’ deficit                                                                                                                                                       |  |                | (1,638,154  | ) |               |  
|                                                                                                                                                                                  |  |                |             |   |               |  
|Total liabilities and stockholders’ deficit                                                                                                                                       |  | $              | 91,801      |   |               | $



The
accompanying notes are an integral part of these unaudited financial statements



F-1







VANTAGE mHEALTHCARE,
INC.

CONSOLIDATED
STATEMENT OF OPERATIONS

(UNAUDITED)



|                                                                         |  | Three Months Ended |             |   | Nine Months Ended |  
|------------------------------------------------------------------------ |  | ------------------ | ----------- | - | ----------------- | -
|                                                                         |  | March 31, 2015     |             |   | March 31, 2014    |  
|                                                                         |  |                    |             |   |                   |  
|Revenues                                                                 |  | $                  | -           |   |                   | $
|                                                                         |  |                    |             |   |                   |  
|Cost of revenues                                                         |  |                    | -           |   |                   |  
|                                                                         |  |                    |             |   |                   |  
|Gross profit                                                             |  |                    | -           |   |                   |  
|                                                                         |  |                    |             |   |                   |  
|Operating expenses                                                       |  |                    |             |   |                   |  
|Professional fees                                                        |  |                    | 160,274     |   |                   |  
|General and administrative expenses                                      |  |                    | 104,899     |   |                   |  
|Officer and director compensation                                        |  |                    | 680         |   |                   |  
|Officer and director compensation -other                                 |  |                    | 263,669     |   |                   |  
|Consulting                                                               |  |                    | 248,695     |   |                   |  
|Consulting - other                                                       |  |                    | 20,500      |   |                   |  
|Royalty expenses                                                         |  |                    | -           |   |                   |  
|Total operating expenses                                                 |  |                    | 798,717     |   |                   |  
|                                                                         |  |                    |             |   |                   |  
|Loss from operations                                                     |  |                    | (798,717    | ) |                   |  
|                                                                         |  |                    |             |   |                   |  
|Other income                                                             |  |                    |             |   |                   |  
|Interest income (expense)                                                |  |                    | (179,193    | ) |                   |  
|Gain (loss) on derivative                                                |  |                    | 304,234     |   |                   |  
|Unrealized loss on investment                                            |  |                    | -           |   |                   |  
|Total other income                                                       |  |                    | 125,041     |   |                   |  
|                                                                         |  |                    |             |   |                   |  
|Net loss from continuing operations                                      |  | $                  | (673,676    | ) |                   | $
|Loss from discontinued operations                                        |  | $                  | -           |   |                   | $
|Net loss                                                                 |  | $                  | (673,676    | ) |                   | $
|                                                                         |  |                    |             |   |                   |  
|Net loss per common share from continuing operations: basic and diluted  |  | $                  | (0.00       | ) |                   | $
|Net loss per common share from discontinued operations basic and diluted |  | $                  | -           |   |                   | $
|Net loss per common share: basic and diluted                             |  | $                  | (0.00       | ) |                   | $
|                                                                         |  |                    |             |   |                   |  
|Basic weighted average common shares outstanding                         |  |                    | 207,987,853 |   |                   |  



The
accompanying notes are an integral part of these unaudited financial statements



F-2







VANTAGE mHEALTHCARE,
INC.

CONSOLIDATED
STATEMENT OF CASH FLOWS

(UNAUDITED)



|                                                                                |  | Nine Months Ending |           
|------------------------------------------------------------------------------- |  | ------------------ | ----------
|                                                                                |  | March 31, 2015     |           
|Cash Flows from Operating Activities                                            |  |                    |           
|Net loss                                                                        |  | $                  | (2,435,304
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                    |           
|Stock-based compensation                                                        |  |                    | -         
|Unrealized loss on investment                                                   |  |                    | 19,800    
|Amortization of debt discount                                                   |  |                    | 383,661   
|Gain on derivative liability                                                    |  |                    | (48,359   
|Shares issued for services                                                      |  |                    | 41,577    
|Warrants issued for services                                                    |  |                    | 321,669   
|Depreciation                                                                    |  |                    | 1,048     
|Changes in assets and liabilities                                               |  |                    |           
|(Increase) decrease in prepaid expense                                          |  |                    | 147,731   
|Increase (decrease) in accounts payable and accrued
    expenses                |  |                    | 27,210    
|Net cash from operating activities                                              |  |                    | (1,540,967
|                                                                                |  |                    |           
|Cash Flows from investing                                                       |  |                    |           
|Purchase of fixed assets                                                        |  |                    | (12,149   
|Net cash used in investing activities                                           |  |                    | (12,149   
|                                                                                |  |                    |           
|Cash Flows from Financing Activities                                            |  |                    |           
|Proceeds from sales of common stock                                             |  |                    | -         
|Contributed capital                                                             |  |                    | -         
|Proceeds from exercise of stock warrants                                        |  |                    | -         
|Proceeds from notes payable                                                     |  |                    | -         
|Proceeds from related party debt                                                |  |                    | 1,031,677 
|Payments on related party debt                                                  |  |                    | (292,662  
|Proceeds from convertible notes payable                                         |  |                    | 649,000   
|Net cash from financing activities                                              |  |                    | 1,388,015 
|                                                                                |  |                    |           
|CASH FLOWS FROM DISCONTINUED OPERATIONS:                                        |  |                    |           
|Cash flows from operating activities of discontinued operations                 |  |                    | -         
|Cash flows from financing activities of discontinued
    operations             |  |                    | -         
|Net Cash (Used by) Provided by Discontinued
    Operations                      |  |                    | -         
|                                                                                |  |                    |           
|Net increase (decrease) in cash                                                 |  |                    | (165,101  
|                                                                                |  |                    |           
|Cash, beginning of period                                                       |  |                    | 235,073   
|                                                                                |  |                    |           
|Cash, end of period                                                             |  | $                  | 69,972    
|                                                                                |  |                    |           
|Supplemental disclosure of cash flow information                                |  |                    |           
|Cash paid for interest                                                          |  | $                  | -         
|Cash paid for tax                                                               |  | $                  | -         
|                                                                                |  |                    |           
|Non-Cash investing and financing transactions                                   |  |                    |           
|Common stock issued to settle related party debt                                |  | $                  | 461,684   
|Shares issued for intangible assets                                             |  | $                  | 8,586     
|Common stock issued to settle debt                                              |  | $                  | 248,645   
|Reclass of derivative to APIC for converted debt                                |  | $                  | 393,082   
|Recognition of derivative debt discount                                         |  | $                  | 612,071   
|Stock issued for available for sale of securities                               |  | $                  | -         
|Contribution to capital by payment of prepaid royalty                           |  | $                  | -         
|Reclass long term debt to short term debt                                       |  | $                  | 221,544   



The
accompanying notes are an integral part of these unaudited financial statements



F-3







VANTAGE
MHEALTHCARE, INC.

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2015



NOTE
1 – BASIS OF PRESENTATION AND GOING CONCERN



Basis
of Presentation



The
accompanying unaudited interim financial statements of the Company 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, and should be read
in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial
Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of operations for the interim period presented have been
reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected
for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited
financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.



Going
concern



The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $11,042,160
since its inception and requires capital for its contemplated operational and marketing activities to take place. The ability
of Vantage mHealthcare 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. The ability to successfully resolve these factors raise substantial
doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do
not include any adjustments that may result from the outcome of these aforementioned uncertainties.



NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Fair
Value of Financial Instruments



The
carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair
values due to the short maturities of these items.



As
required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair
value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted
prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly
or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity
to develop its own assumptions.



The
three levels of the fair value hierarchy are described below:



Level
1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or
liabilities;



Level
2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially
the full term of the asset or liability;



Level
3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable
(supported by little or no market activity).



A
financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant
to the fair value measurement.



F-4







VANTAGE
MHEALTHCARE, INC.

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2015



Financial
assets and liabilities measured at fair value on a recurring basis are summarized below for March 31, 2015:



|                                 |  | Level 1 |     |  | Level 2 |   |   | Level 3 |  |   | Total   | 
|-------------------------------- |  | ------- | --- |  | ------- | - | - | ------- |  | - | ------- | 
|Assets                           |  |         |     |  |         |   |   |         |  |   |         | 
|Securities -available for sale   |  | $       | 200 |  |         | $ | — |         |  | $ | —       | 
|Liabilities                      |  |         |     |  |         |   |   |         |  |   |         | 
|Derivative Financial Instruments |  | $       | —   |  |         | $ | — |         |  | $ | 830,564 | 



Financial
assets and liabilities measured at fair value on a recurring basis are summarized below for June 30, 2014:



|                                 |  | Level 1 |        |  | Level 2 |   |   | Level 3 |  |   | Total   | 
|-------------------------------- |  | ------- | ------ |  | ------- | - | - | ------- |  | - | ------- | 
|Assets                           |  |         |        |  |         |   |   |         |  |   |         | 
|Securities -available for sale   |  | $       | 20,000 |  |         | $ | — |         |  | $ | —       | 
|Liabilities                      |  |         |        |  |         |   |   |         |  |   |         | 
|Derivative Financial Instruments |  | $       | —      |  |         | $ | — |         |  | $ | 659,934 | 



Investment
Securities



The
Company has elected to account for its investments in securities at fair value under the fair value option provisions of FASB
ASC 825, Financial Instruments (“FASB ASC 825”). The primary reason for electing the fair value option when it first
became available in 2008, was to reduce the burden of monitoring the differences between the cost and the fair value of the Company’s
investments, previously classified as available for sale securities, including the assessment as to whether the declines are temporary
in nature and to further remove an element of management judgment. In addition, the election was made for certain investments
that were previously required to be accounted for under the equity method because their fair value measurements were readily obtainable.



Such
financial assets accounted for at fair value include in general, securities that would otherwise qualify for available for sale
treatment.



The
changes in fair value (realized and unrealized gains and losses) of these instruments for which the Company has elected the fair
value option are recorded in principal transactions and other income in the consolidated statements of operations. All of the
investments for which the Company has elected the fair value option are included as a component of securities available for sale,
at fair value in the consolidated balance sheets. The Company recognized net losses of $19,800 and $0 related to changes in fair
value of investments that are included as a component of other investments, at fair value during the nine months ended March 31,
2015 and 2014, respectively.



NOTE
3 – PREPAID EXPENSES



The
Company has prepaid interest of $22,500 on short-term loans. As of March 31, 2015, the balance that remains capitalized as prepaid
expenses is $10,528



NOTE
4 – SECURITIES AVAILABLE FOR SALE



On
January 16, 2014, the Company acquired 2,000,000 restricted common shares of a publicly traded company. The investment was acquired
at market value of $0.03 per share, and is held for future trade. The value of the investment will be adjusted quarterly to reflect
the change in market value of the holding. The investment does not represent a controlling interest in the publicly traded company.
The company has elected the fair value option under ASC 825 allowing gains and losses to be recorded in earnings each period.
From receipt of the shares on January 16, 2014 through March 31, 2015 the securities were reduced in value from $60,000 to $200
due to a change in the publicly traded company’s stock price. These securities are measured under level 1 of ASC 820.



The
Company reported an unrealized loss on investment of $19,800 and $20,000 during the three and nine months ending March 31, 2015
and 2014, respectively.



F-5







VANTAGE
MHEALTHCARE, INC.

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2015



NOTE
5 – RELATED PARTY TRANSACTIONS



During
the nine months ended December 31, 2014, the Company received cash advances from its majority shareholder in the amount of $1,031,677,
of which $292,662 cash and stock valued at $461,684 was repaid during the same period. As of March 31, 2015, there was a balance
due to the shareholder of $277,331. All amounts advanced to the Company are unsecured, non-interest bearing and due upon demand.



NOTE
6 - CONVERTIBLE NOTE PAYABLE



On
April 17, 2014, the Company issued a convertible promissory note in the amount of $71,875. The note was due on April 16, 2015
and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan
is secured by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan
and any accrued interest can then be converted into shares of the Company’s common
stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading
day period ending on the latest complete trading day prior to the conversion date.



On
October 14, 2014, the date the note became convertible, the Company recorded a debt discount in the amount of $71,875 in connection
with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of
accretion over the term of the note. Further, the Company recognized a derivative liability of $98,735 and an initial loss of
$26,860 based on the Black Scholes Merton pricing model.



As
of March 31, 2015, $71,875 of the debt discount has been amortized. The fair value of the derivative liability at the date of
conversion was $90,476 resulting in a gain on derivative liabilities of $8,259.



As
of March 31, 2015, in accordance with the terms of the Note, the holder fully converted the note for 3,683,532 shares of common
stock valued at $71,875.



On
October 1, 2014, the Company issued a short-term convertible promissory note in the amount of $70,000 for $50,000 cash, an original
issue discount of $12,500, and prepaid interest of $7,500. The note was due on March 30, 2015 and bears interest at 15% per annum,
which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Company’s
common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted
into shares of the Company’s common stock at a rate of 50%
multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending
on the latest complete trading day prior to the conversion date. As of March 31, 2015, the Company has not converted any portion
of this note into shares of common stock. During the nine months ended March 31, 2015, $12,500 of the debt discount has been amortized.The
note matured on March 30, 2015. On April 6, 2015, the holder of the note exercised his right to convert $20,000 of the note balance
into 1,333,333 shares of common stock.



The
Company elected to prepay the entire term’s interest of $7,500. This payment was capitalized as a prepaid asset and has
been amortized over the term of the note. The interest expense related to this loan was $0 for the year ending June 30, 2014 and
$3,667 and $7,500 for the three and nine months ending March 31, 2015. As of March 31, 2015 the remaining prepaid interest balance
was $0.



On
March 30, 2015, the Note became convertible at the option of the holder. On this date the Company recorded a debt discount in
the amount of $70,000 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing
the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of
$70,014 and initial loss of $14 based on the Black Scholes Merton pricing model.



F-6







VANTAGE
MHEALTHCARE, INC.

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2015



As
of March 31, 2015, $70,000 of the debt discount has been amortized. The fair value of the derivative liability at March, 31 2015
is $70,681 resulting in a loss on the change in fair value of the derivative of $667. The Note is shown net of a debt discount
of $0 at March 31, 2015.



On
November 17, 2014, the Company issued a short-term convertible promissory note in the amount of $70,000, which consisted of cash
proceeds of $50,000, a debt discount of $12,500 and prepaid interest of $7,500. The note is due on November 14, 2015 and bears
interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured
by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any
accrued interest can then be converted into shares of the Company’s common
stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading
day period ending on the latest complete trading day prior to the conversion date. As of March 31, 2015, the note has not become
convertible. During the nine months ended March 31, 2015, $4,627 of the debt discount has been amortized. The Note is shown net
of an unamortized debt discount of $7,873 at March 31, 2015.



During
the nine months ended March 31, 2015, the Company elected to prepay the entire term’s interest of $7,500. This payment was
capitalized as a prepaid asset and has been amortized over the term of the note. The interest expense related to this loan was
$0 for the year ending June 30, 2014 and $1,859 and $2,771 for the three and nine months ending March 31, 2015. As of March 31,
2015 the remaining prepaid interest balance was $4,729.



On
December 23, 2014, the Company issued a short-term convertible promissory note in the amount of $70,000, which consisted of cash
proceeds of $50,000, a debt discount of $12,500 and prepaid interest of $7,500. The note is due on December 18, 2015 and bears
interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured
by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any
accrued interest can then be converted into shares of the Company’s common
stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading
day period ending on the latest complete trading day prior to the conversion date. As of March 31, 2015, the note has not become
convertible. During the nine months ended March 31, 2015, $3,403 of the debt discount has been amortized. The Note is shown net
of an unamortized debt discount of $9,097 at March 31, 2015.



The
Company elected to prepay the entire term’s interest of $7,500. This payment was capitalized as a prepaid asset and has
been amortized over the term of the note. The interest expense related to this loan was $0 for the year ending June 30, 2014 and
$1,869 and $2,036 for the three and nine months ending March 31, 2015. As of March 31, 2015, the remaining prepaid interest balance
was $5,464.



On
January 13, 2015, the Company issued a short-term convertible promissory note in the amount of $74,000. The note is due on October
15, 2015 and bears interest at 8% per annum. The loan is secured by shares of the Company’s common stock. The loan becomes
convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s
common stock at a rate of 58% multiplied by the market price, which
is the average of the lowest three quoted prices for the common stock during the 10 trading day period ending on the latest complete
trading day prior to the conversion date. As of March 31, 2015, the note has not become convertible.



On
January 26, 2015, the Company issued a convertible promissory note giving the Company the option of taking tranche payments based
on amounts determined by the note holder for total payments of not more than $250,000. There is an original discount component
of $25,000. Therefore, the funds available to the Company will be $225,000 and the liability (net of interest) will be $250,000
when all disbursements have been received by the Company. Each tranche is accounted for separately with each principal and OID
balance becoming due 24 months after receipt. Each tranche bears interest at 12% per annum. The loan is secured by shares of the
Company’s common stock. Each portion of the loan becomes convertible immediately upon issuance. The loan and any accrued
interest can then be converted into shares of the Company’s common stock at a rate of the lesser of $0.045 per share or
60% multiplied by the market price per share, which is the lowest quoted price for the common stock during the 25 trading day
period ending on the latest complete trading day prior to the conversion date.During
the period ended March 31, 2015, the Company has received one tranche disbursements of $75,000 on January 26, 2015.



F-7







VANTAGE
MHEALTHCARE, INC.

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2015



During
the nine months ended March 31, 2015, $658 of the debt discount has been amortized. The Note is shown net of an unamortized debt
discount of $6,842 at March 31, 2015.



On
January 26, 2015, the Note became convertible at the option of the holder. On this date the Company recorded a debt discount in
the amount of $82,500 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing
the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of
$135,740 and initial loss on derivative liabilities of $53,240 based on the Black Scholes Merton pricing model.



As
of March 31, 2015, $7,233 of the debt discount has been amortized. The fair value of the derivative liability at March, 31 2015
is $128,958 resulting in a gain on the change in fair value of the derivative of $6,783. The Note is shown net of a debt discount
of $75,267 at March 31, 2015.



On
April 18, 2014, the Company issued a convertible promissory note in which the Company will be taking tranche payments on pre-defined
dates, the total of these payments cannot exceed $650,000. There is an original discount component of 10% per tranche and an additional
expense fee of $5,000. Therefore, the funds available to the Company will be $650,000 and the liability (net of interest) will
be $750,000 when all disbursements have been received by the Company. Each tranche is accounted for separately with each principal
and OID balance becoming due 18 months after receipt. Each tranche bears interest at 8% per annum. The loan is secured by shares
of the Company’s common stock. Each portion of the loan becomes convertible 180 days after date of the note. The loan and
any accrued interest can then be converted into shares of the Company’s common stock at a rate of 50% multiplied by the
market price, which is the lowest quoted price for the common stock during the 20 trading day period ending on the latest complete
trading day prior to the conversion date.During
the period ended June 30, 2014, the Company has received three tranche disbursements of $100,000 on April 21, 2014; $50,000 on
May 6, 2014; and $50,000 on June 11, 2014.



During
the nine months ended March 31, 2015, the Company received six additional tranche disbursements of $50,000 on July 15, 2014, $100,000
on September 30, 2014, $50,000 on November 3, 2014, $50,000 on December 1, 2014, $50,000 on December 29, 2014, and $50,000 on
February 2, 2015.



The
following details the disbursements as of March 31, 2015:



|Tranche
    Date                    |  | Principal
    withOID |         |   | AccruedInterest |   |        | Converted
    toStock |  |   | Balance
    -March 31, 2015 | 
|----------------------------------- |  | --------------------- | ------- | - | --------------- | - | ------ | --------------------- |  | - | --------------------------- | 
|April 21, 2014                      |  | $                     | 110,776 |   |                 | $ | 6,167  |                       |  | $ | 116,943                     | 
|May 6, 2014                         |  |                       | 55,384  |   |                 |   | 4,443  |                       |  | $ | 59,827                      | 
|June 11, 2014                       |  |                       | 55,384  |   |                 |   | 4,043  |                       |  |   | None                        | 
|July 16, 2014                       |  |                       | 55,384  |   |                 |   | 3,132  |                       |  |   | None                        | 
|September 30, 2014                  |  |                       | 110,768 |   |                 |   | 4,419  |                       |  |   | None                        | 
|November 3, 2014                    |  |                       | 55,384  |   |                 |   | 1,797  |                       |  |   | None                        | 
|December 1, 2014                    |  |                       | 55,384  |   |                 |   | 1,457  |                       |  |   | None                        | 
|December 29, 2014                   |  |                       | 55,384  |   |                 |   | 1,117  |                       |  |   | None                        | 
|February 2, 2015                    |  |                       | 55,384  |   |                 |   | 692    |                       |  |   | None                        | 
|Unamortized Original Issue Discount |  |                       | (27,474 | ) |                 |   | -      |                       |  |   |                             | 
|                                    |  | $                     | 581,758 |   |                 | $ | 27,265 |                       |  |   |                             | 



During
the three and nine months ended March 31, 2015, $5,881 and $10,214 of the debt discount related to the outstanding trances was
amortized, respectively. The Note is shown net of an unamortized debt discount of $27,474.



F-8







VANTAGE
MHEALTHCARE, INC.

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2015



The
Company analyzed the conversion options embedded in the Convertible Promissory Notes for derivative accounting consideration under
ASC 815, Derivatives and Hedging, and determined that three tranches received on April 21, 2014, May 6, 2014, June 11, 2014, July
16, 2014, and September 30, 2014, were convertible during the nine months ended March 31, 2015, and as such fall under ASC 815.



In
accordance with the terms of the Note, the holder fully converted the tranche issued on April 21, 2014 during the nine months
ended March 31, 2015 for 3,711,969 shares of common stock for principal and accrued interest of $116,943. The Company recorded
a debt discount in the amount of $110,776 in connection with the initial valuation of the derivative liability of the note to
be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a
derivative liability of $192,038 and an initial loss of $81,262 based on the Black Scholes Merton pricing model.



As
of March 31, 2015, $110,776 of the debt discount has been amortized. The fair value of the derivative liability at the date of
conversion was $209,614.



On
October 21, 2014, the Note issued on May 6, 2014 became convertible at the option of the holder, On this date the Company recorded
a debt discount in the amount of $55,384 in connection with the initial valuation of the derivative liability of the note to be
amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative
liability of $95,215 and an initial loss of $39,831 based on the Black Scholes Merton pricing model.



In
accordance with the terms of the Note, the holder has fully converted the trance during the nine months ended March 31, 2015 for
4,943,581 shares of common stock for principal and interest of $59,827.



As
of March 31, 2015, $55,384 of the debt discount has been amortized. The fair value of the derivative liability at the date of
conversion was $92,993.



On
December 8, 2014, the Note issued on June 11, 2014 became convertible at the option of the holder. On this date the Company recorded
a debt discount in the amount of $55,384 in connection with the initial valuation of the derivative liability of the note to be
amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative
liability of $90,678 and initial loss on derivative liability of $35,294 based on the Black Scholes Merton pricing model.



As
of March 31, 2015, $17,007 of the debt discount has been amortized. The fair value of the derivative liability at March, 31 2015
is $88,039 resulting in a loss on the change in fair value of the derivative of $2,639. The Note is shown net of a debt discount
of $38,377 at March 31, 2015.



On
January 12, 2015, the Note issued on July 16, 2014 became convertible at the option of the holder. On this date the Company recorded
a debt discount in the amount of $55,384 in connection with the initial valuation of the derivative liability of the note to be
amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative
liability of $91,094 and initial loss on derivative liability of $35,710 based on the Black Scholes Merton pricing model.



As
of March 31, 2015, $11,707 of the debt discount has been amortized. The fair value of the derivative liability at March, 31 2015
is $99,884 resulting in a loss on the change in fair value of the derivative of $8,790. The Note is shown net of a debt discount
of $43,677 at March 31, 2015.



On
March 29, 2015, the Note issued on September 30, 2014 became convertible at the option of the holder. On this date the Company
recorded a debt discount in the amount of $110,768 in connection with the initial valuation of the derivative liability of the
note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized
a derivative liability of $182,755 and initial interest expense of $71,987 based on the Black Scholes Merton pricing model.



F-9







VANTAGE
MHEALTHCARE, INC.

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2015



As
of March 31, 2015, $604 of the debt discount has been amortized. The fair value of the derivative liability at March, 31 2015
is $209,788 resulting in a loss on the change in fair value of the derivative of $27,033. The Note is shown net of a debt discount
of $110,164 at March 31, 2015.



Derivative
liability for these notes were valued under the Black-Scholes model, with the following assumptions:



|Fair value assumptions
    – derivative notes: |  | March
    31, 2015 |          
|---------------------------------------------- |  | ------------------ | ---------
|Risk free interest rate                        |  |                    | 0.02-3.26
|Expected term (years)                          |  |                    | 0.01-2.00
|Expected volatility                            |  |                    | 40-312   
|Expected dividends                             |  |                    | 0        



None
of the other convertible notes amounting to $435,536 are derivative as the above referenced convertible notes are not convertible
as of March 31, 2015.



NOTE
7 – COMMON STOCK



On
August 25, 2014, the Company issued 2,586,206 common shares for the conversion of the Parent Company common shares of stock when
a Parent Company shareholder exercised their stock warrant and converted their holdings into Vantage mHealthcare common stock
in a cashless transaction. The fair value of the common shares is $291,983. The fair value of the common shares is considered
to be the excess value from the carry over cost basis of $0 and is recorded as a pass through to additional paid in capital.



During
the nine months ended March 31, 2015, the Company issued 3,683,532 shares of common stock with a fair value of $71,875 for the
conversion of a $71,875 note payable. The note also had an associated derivative liability with a fair value on the date of conversion
of $90,476. The conversion of the derivative liability has been recorded through additional paid-in capital.



During
the nine months ended March 31, 2015, the Company issued 3,711,969 shares of common stock with a fair value of $116,943 for the
conversion of a $116,943 note payable. The note also had an associated derivative liability with a fair value on the date of conversion
of $209,614. The conversion of the derivative liability has been recorded through additional paid-in capital.



During
the nine months ended March 31, 2015, the Company issued 1,666,666 shares of common stock with a fair value of $25,000 for the
partial conversion of a note payable issued on May 6, 2014 The note also had an associated derivative liability with a fair value
on the date of conversion of $40,350. The conversion of the derivative liability has been recorded through additional paid-in
capital.



During
the nine months ended March 31, 2015, the Company issued 540,428 shares of common stock for services with a fair value of $21,077.



During
the nine months ended March 31, 2015, the Company issued 4,616,840 shares of common stock for the settlement of related party
debt with a fair value of $461,684.



During
the nine months ended March 31, 2015, the Company issued 500,000 shares of common stock for services with a fair value of $20,500.



During
the nine months ended March 31, 2015, the Company issued 3,276,915 shares of common stock with a fair value of $34,827 for the
partial conversion of a note payable issued on May 6, 2014 The note also had an associated derivative liability with a fair value
on the date of conversion of $52,643. The conversion of the derivative liability has been recorded through additional paid-in
capital.



On
January 27, 2015, the Company issued 6,000,000 common shares for the conversion of the Parent Company common shares of stock when
a Parent Company shareholder exercised their stock warrant and converted their holdings into Vantage mHealthcare common stock
in a cashless transaction. The fair value of the common shares is $300,000. The fair value of the common shares is considered
to be the excess value from the carry over cost basis of $0 and is recorded as a pass through to additional paid in capital.



F-10







VANTAGE
MHEALTHCARE, INC.

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2015



NOTE
8 – STOCK WARRANTS



On
July 15, 2014 the Company granted stock warrants for 291,494 shares of common stock in association with a long-term loan at no
cost to the lender. These warrants have an expiration date of July 15, 2019, and were valued using the Black Scholes Valuation
Model, the stock price at the grant date was $0.24/share, the exercise price is $0.0143/share, the value of the issuance is $69,956.



On
October 1, 2014 the Company granted stock warrants for 320,122 shares of common stock in association with a short-term loan at
no cost to the lender. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the
stock price at the grant date was $0.164/share, the exercise price is $0.123/share, the value of the issuance is $52,498.



On
November 17, 2014 the Company granted stock warrants for 807,692 shares of common stock in association with a long-term loan at
no cost to the lender. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the
stock price at the grant date was $0.065/share, the exercise price is $0.049/share, the value of the issuance is $52,498.



On
December 23, 2014 the Company granted stock warrants for 1,158,940 shares of common stock in association with a long-term loan
at no cost to the lender. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the
stock price at the grant date was $0.045/share, the exercise price is $0.034/share, the value of the issuance is $52,152.



The
warrants have anti-dilution provisions, including a provision for adjustments to the exercise price and to the number of warrant
shares purchasable if we issue or sell common shares at a price less than the then current exercise price. We determined that
the warrants were not afforded equity classification because the warrants are not considered to be indexed to our own stock due
to the anti-dilution provision. Accordingly, the warrants are treated as a derivative liability and are carried at fair value.
We estimate the fair value of these derivative warrants at each balance sheet date and the changes in fair value are recognized
in earnings in the statement of operations under the caption “change in fair value of derivative warrant liability”
until such time as the derivative warrants are exercised or expire.



We
estimate the fair value of our derivative warrants on the date of issuance and each subsequent balance sheet date using the Black-Scholes
option pricing model, which includes assumptions for expected dividends, expected share price volatility, risk-free interest rate,
and expected life of the warrants. Currently, we believe that the potential impact to the fair value of our derivative warrants
attributable to the anti-dilution provision is insignificant and we will consider using a lattice model for purposes of valuation
if and when the fair value of the anti-dilution provision becomes significant. Our expected volatility assumption is based on
our historical weekly closing price of our stock over a period equivalent to the expected remaining life of the derivative warrants.



The
derivative liability related to the warrant as of June 30, 2014 was $659,934 and the Company recorded a loss in the change in
fair value due to derivative warrant liability of $(418,930) during the 12 months ended June 30, 2014.



The
derivative liability related to the warrants as of March 31, 2015 was $233,215 and the Company recorded a loss in the change in
fair value due to derivative warrant liability of $32,325.



Over
the life of the derivative liability the Company has recorded a net gain in the change in fair value due to derivative warrant
liability of $77,745.



F-11







VANTAGE
MHEALTHCARE, INC.

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2015



|Fair value assumptions
    – derivative warrants: |  | Grant
    Date |                                                     
|------------------------------------------------- |  | -------------- | ----------------------------------------------------
|Risk free interest rate                           |  |                | 1.59%-
                                         1.76
|Expected term (years)                             |  |                | 5                                                   
|Expected volatility                               |  |                | 362                                                 
|Expected dividends                                |  |                | 0                                                   



|Fair value assumptions
    – derivative warrants: |  | March
    31, 2015 |     
|------------------------------------------------- |  | ------------------ | ----
|Risk free interest rate                           |  |                    | 1.37
|Expected term (years)                             |  |                    | 5   
|Expected volatility                               |  |                    | 224 
|Expected dividends                                |  |                    | 0   



On
July 1, 2014 the Company granted stock warrants for 200,000 shares of common stock for services. These warrants had an expiration
date of July 1, 2019, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.29/share,
the exercise price is $0.12495/share, the value of the issuance is $58,000.



On
January 15, 2015, the Company granted stock warrants for 8,000,000 shares of common stock for services. These warrants had an
expiration date of January 15, 2020, and were valued using the Black Scholes Valuation Model, the stock price at the grant date
was $0.0332/share, the exercise price is $0.05/share, the value of the issuance was $263,669.



NOTE
9 – COMMITMENTS



On
January 1, 2014, the Company entered into a Sub-License Agreement affiliated with the National Aeronautics and Space Administration
(“NASA”) pursuant to which the Company was granted a royalty-bearing, non-transferable license to certain inventions
and patent rights owned by NASA relating to chemical sensing nanotechnology, for use within the United States and its territories.
The License is effective as of December 31, 2013 and subject to an initial five year term, during which the License will be exclusive
to the Company. Following the initial five-year term, the License shall automatically convert to a non-exclusive license. The
License may be terminated by NASA following a 30 day cure period, among other reasons, upon a breach of the License Agreement
or upon its determination that the Company has failed to adequately develop or commercialize the licensed patents. Specific milestones
and commercialization requirements are set forth in the License Agreement. NASA provides no warranties under the License Agreement
and assumes no responsibility for our use, sale or other disposition of the licensed technology. We agree to indemnify NASA against
all liabilities arising from such use, sale or other disposition. We must pay certain royalties in connection with the License
as set forth in the License Agreement. Royalties owed for 2014 have been paid in advance by a related party and will not be charged
to Vantage mHealthcare, with the next Vantage mHealthcare payment due in 2015.



During
the year ended June 30, 2014 The Company expensed $1,184,251 under this agreement of which $854,251 was paid directly to the Parent
Company who in turned paid NASA for fees under this agreement.



In
relation to a sub-licensing agreement with NASA, a shareholder has paid royalty fees applicable to 2014 on behalf of the Company.
The $100,000 payment was an additional investment in the Company and is not required to be repaid. During the nine months ending
March 31, 2015 $100,000 of the royalties were recognized as an expense.



NOTE
10 – SUBSEQUENT EVENTS



On
October 1, 2014, the Company issued a short-term convertible promissory note in the amount of $70,000 for $50,000 cash, an original
issue discount of $12,500, and $2,500 in prepaid interest. The loan becomes convertible 180 days after date of the note. The loan
and any accrued interest can then be converted into shares of the Company’s common
stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading
day period ending on the latest complete trading day prior to the conversion date. On April 6, 2015, the holder of the note exercised
his right to convert $20,000 of the note balance into 1,333,333 shares of common stock.



F-12







Item
2. 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.” 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. 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.



Overview



We
were incorporated in the State of Nevada on April 21, 2010. We were initially in the business of becoming a pharmaceutical manufacturer
with the specific intention of bidding on South African government health care contracts and tenders. We abandoned that business
plan when, on November 7, 2013, Nanobeak, LLC, a Delaware limited liability company (formerly Nanobeak, Inc., a California corporation)
(“Nanobeak”) acquired a majority interest in our company through the stock purchase of a controlling interest in our
company from Bayview Terrace Limited.



Since
the change of control, we have implanted a new business plan. On January 1, 2014, Nanobeak entered into a License Agreement (the
“License Agreement”) with the National Aeronautics and Space Administration (“NASA”) pursuant to which
Nanobeak was granted a royalty-bearing, non-transferable license (the “License”) to certain inventions and patent
rights owned by NASA relating to chemical sensing nanotechnology, for use within the United States and its territories.



The
License is effective as of December 31, 2013 and subject to an initial five year term, during which the License will be exclusive
to Nanobeak. Following the initial five-year term, the License shall automatically convert to a non-exclusive license. Under the
License, Nanobeak is required to develop and commercialize the licensed patents. NASA provided no warranties under the License
Agreement and assumed no responsibility for our use, sale or other disposition of the licensed technology. Nanobeak has agreed
to indemnify NASA against all liabilities arising from such use, sale or other disposition.



Pursuant
to Section 3.1.1 of the License Agreement, Nanobeak is permitted to sublicense its rights under the License Agreement to subcontractors.
Effective as of February 20, 2014, Nanobeak has sublicensed such rights to us as set forth in a Sublicense Agreement.



The
Sublicense Agreement grants patent rights to us on the same terms as such rights have been granted to Nanobeak under the License
Agreement; provided, however, that the field of use for the patent rights granted to us is limited to disease detection.



We
must pay to Nanobeak certain royalties in connection with the Sublicense Agreement, which royalties are equivalent to those owed
by Nanobeak to NASA pursuant to the License Agreement. We must further comply with other obligations of Nanobeak under the License
Agreement as though we were a party thereto, including achievement of practical application of the patent rights and certain reporting
obligations.



The
Sublicense Agreement will terminate upon the earlier of (i) termination of the License Agreement or (ii) termination by either
party to the Sublicense Agreement as set forth therein.



4







As
a result of the License Agreement and Sublicense Agreement, we are now a mobile health technology company that is developing personalized
and point-of-care screening using applications based upon chemical sensing residing within a small device connected to a smartphone.
With our foundations in advanced nanotechnology, our first product, the Vantage Healthcare Sensor, is the convergence of nano-electronics,
bio-informatics, and wireless technology to create the next generation mobile health application. Still under development, the
first mobile application is expected to be for lung cancer screening with additional mobile healthcare applications in the planning
stages.



The
sensor will collect a breath signature based upon chemical sensing technology residing in a small Bluetooth-enabled breathalyzer
device that connects to any smartphone. The sensor devices will ultimately be sold through a distributor to healthcare professionals,
who will then download screening applications and pay a monthly subscription fee. Subsequently the company plans to sell direct
to consumers in conjunction with a major pharmacy platform.



We
have entered into a Strategic Partnership with Scripps Translational Sciences Institute (STSI) to assist in the development, advancement,
and commercialization of the mobile technology. Scripps will also provide the testing, evaluation, and detection of certain combinations
of Volatile Organic Compounds (VOCs) known as the breath signature and will assist in managing our clinical trials in partnership
with several other research hospitals in the United States. These clinical trials will support the 510K that will be submitted
to the FDA. It is expected that the contemplated clinical trials will take approximately four months with another four months
expected for the 510K process within the FDA.



We
have also entered into a Strategic Partnership with Theranostics Laboratory, a translational research company, with offices in
the USA and New Zealand. Theranostics laboratory was founded at the Cleveland Clinic in 2010 and works on subcontracted research,
in collaboration with the Auckland Bioengineering Institute (ABI), in New Zealand, and with NASA (via NASA Grant NCC 9-58).



The
Auckland Bioengineering Institute is recognized as a world-leader in the field of personalized modelling and is part of the international
Virtual Physiologic Human (VPH) project. The Institute has successfully commercialized numerous mHealth technologies, including
wireless telemetry systems, wearable sensors and a needle-free injectable system into the US market.



The
partnership between the Theranostics laboratory and the Auckland Bioengineering Institute (ABI) is a strategic alliance for us
through which the lab will act as principal investigators for us in the areas of mobile strep detection, mobile virus detection
and other related areas including breath sample conditioning methodologies. The partnership gives us access to world-class expertise
and skill in the field of personalized modelling. It also provides us with cost-efficiencies working across multiple time zones,
as well as insight into the Australasian MedTech market.



We
have plans to deliver 100 Health Sensors over the next month to hospitals and research facilities in the United States and New
Zealand, advancing to the next phase of our research and development process, in order to prepare for human clinical trials.



Over
the past six months, we have invested a great deal of time, effort, and resources in improving the ergonomic design of the hand-held
device; adding blue-tooth communication capabilities to the unit, increasing the sensitivity of the nanotube-based chemical sensors,
refining the software algorithms used to interpret the raw sensor data, and automating the production of the critical components.



Several
variations of ergonomic fittings used to capture breath exhaled by patients were designed, manufactured, tested, and optimized
to produce a device appropriate for initial testing. Blue-tooth communication capabilities allow the hand-held unit to communicate
in real-time to smart-phones, tablets, and laptops. Several new nanomaterials used to sense airborne VOCs were created, tested,
and enhanced to improve the sensitivity of the device in detecting biomarkers containing a critical VOC exhaled in low levels
by many patients needing an easy-to-use, non-invasive tool for an early screening of their medical condition. An early detection
of disease, while treatments can still be initiated before the disease becomes terminal, will help them fight their condition.
The proprietary software algorithm used to interpret the raw sensor data in the lab setting is now being translated into apps
that will soon allow real-time data interpretation using the portable displays on smart-phones, tablets and laptops. Lastly, automating
the production allows us to quickly scale up production for much larger volumes needed to meet future testing and production goals.



5







These
developments are bringing the disruptive technology closer to market, where they will be used to screen for specific diseases
by detecting VOCs known by medical experts to be exhaled by patients with medical conditions such as cancer. We have worked diligently
with our many science partners to overcome some engineering challenges and looks forward to testing in more hospitals and research
facilities around the world.



Recently,
we have decided to work in conjunction with our majority shareholder, Nanobeak and NASA, to develop a mobile app to be used in
connection with our sensor that will enable law enforcement to screen for marijuana use and deliver in-the-moment results to the
officer’s smartphone, tablet or laptop in the field. We will not be distracted from our current efforts and resources in
continuing to develop early lung cancer detection and detection for other diseases. The ability to go-to-market will be much faster
than the process required for obtaining FDA approval for our lung cancer screening technology because the marijuana detection
sensor for use by law enforcement will be exempt from the FDA approval process. With our President’s background and relationships,
we believe we have an advantage when entering the law enforcement market with this product.



Results
of operations for the three and nine months ended March 31, 2015 and 2014



We
have earned no revenues from our inception to March 31, 2015. We do not expect to earn any revenues until we complete our technology
and bring it to market.



Our
operating expenses decreased to $798,717 for the three months ended March 31, 2015, as compared with operating expenses of $1,015,660
for the three months ended March 31, 2014. Our operating expenses for the three months ended March 31, 2015 mainly consisted of
warrant compensation to our officers and directors of $263,669, consulting expenses of $248,695, professional fees of $160,274
and general and administrative expenses of $104,899. Our operating expenses for the three months ended March 31, 2014 mainly consisted
of officer and director compensation of $442,253, consulting expenses of $392,067, professional fees of $74,089 and general and
administrative expenses of $107,251.



Our
operating expenses increased to $2,038,221 for the nine months ended March 31, 2015, as compared with operating expenses of $1,072,352
for the nine months ended March 31, 2014. Our operating expenses for the nine months ended March 31, 2015 mainly consisted of
consulting expenses of $808,320, general and administrative expenses of $426,743, warrant compensation to our officers and directors
of $263,669, professional fees of $355,114 and royalty expenses of $100,000. Our operating expenses for the nine months ended
March 31, 2014 mainly consisted of consulting expenses of $397,067, general and administrative expenses of $109,178, officer and
director compensation of $485,799 and professional fees of $80,308.



We
anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to administrative
and operating costs associated with developing and commercializing our technology and our continued reporting obligations with
the Securities and Exchange Commission.



We
recognized other income of $125,041 for the three months ended March 31, 2015, as compared with other expenses of $20,548 for
the three months ended March 31, 2014. Our income in 2015 was mainly attributable to Interest expense of $179,193, which was offset
by the gain in the change in fair value due to derivative warrant liabilities of $304,234.



Our
other expenses increased to $397,083 for the nine months ended March 31, 2015, as compared with other expenses of $20,548 for
the nine months ended March 31, 2014. Our increase in other expenses was mainly attributable to interest expense of $425,642 and
unrealized loss on investment of $19,800, which was offset by a gain in the change in fair value due to derivative warrant liabilities
of $48,359.



We
incurred a net loss of $673,676 for the three months ended March 31, 2015, compared with a net loss of $1,036,208 for the three
months ended March 31, 2014.



6







We
incurred a net loss of $2,435,304 for the nine months ended March 31, 2015, compared with a net loss of $1,370,812 for the nine
months ended March 31, 2014. Our net loss for the nine months ended March 31, 2014 consisted of $1,092,900 from continuing operations,
and $277,912 attributable to discontinued operations.



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 March 31, 2015, we had total current assets of $80,500, consisting of cash and prepaid expenses. We had current liabilities
of $1,525,465 as of March 31, 2015. Accordingly, we had negative working capital of $1,444,965 as of March 31, 2015.



Operating
activities used $1,540,967 in cash for the nine months ended March 31, 2015, as compared with $642,503 for the nine months ended
March 31, 2014. Our negative operating cash flow for the nine months ended March 31, 2015 was mainly attributable to our net loss
for the period and a gain on derivative liability, offset by the amortization of derivative debt discount, warrants issued for
services and a decrease in prepaid expenses.



Investing
activities used $12,149 in cash for the nine months ended March 31, 2015 associated with the purchase of fixed assets, as compared
with no cash used in investing activities for the nine months ended March 31, 2014.



Financing
activities for the nine months ended March 31, 2015 provided $1,388,015 in cash, as compared with cash flows provided by financing
activities of $693,154 for the nine months ended March 31, 2014. Our positive cash flow for the nine months ended March 31, 2014
was mainly the result of contributed capital, proceeds from the sale of common stock, notes payable and related party debt, and
the positive cash flow for the nine months ended March 31, 2015 was the result of proceeds from related party debt, offset by
payments on related party debt.



On
April 18, 2014, we issued a convertible promissory note in which we will be taking tranche payments on pre-defined dates, the
total of these payments cannot exceed $650,000. There is an original discount component of 10% per tranche and an additional expense
fee of $5,000. Therefore, the funds available to us will be $650,000 and the liability (net of interest) will be $750,000 when
we have received all disbursements. Each tranche is accounted for separately with each principal and OID balance becoming due
18 months after receipt. Each tranche bears interest at 8% per annum. The loan is secured by shares of our common stock. Each
portion of the loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted
into shares of our common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common
stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date.



Through
March 31, 2015, we received nine tranche disbursements: $100,000 on April 21, 2014; $50,000 on May 6, 2014; $50,000 on June 11,
2014; $50,000 on July 15, 2014; $100,000 on September 30, 2014; $50,000 on November 3, 2014, $50,000 on December 1, 2014; $50,000
on December 29, 2014; and $50,000 on February 2, 2015.



The
note holder converted the initial tranche made April 21, 2014 into 3,711,969 shares of common stock for principal and accrued
interest of $116,943. The note holder also converted a portion of second tranche made on May 6, 2014 into 4,943,581 shares of
common stock for principal and accrued interest of $59,827.



On
October 1, 2014, we issued a short-term convertible promissory note in the amount of $70,000 for $50,000 cash, an original issue
discount of $12,500, and prepaid interest of $7,500. The note bears interest at a rate of 15% per annum. The loan and any accrued
interest can be converted into shares of our common stock at a rate of 50% multiplied by the market price, which is the lowest
quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion
date. The note matured on March 30, 2015. On April 6, 2015, the holder of the note exercised his right to convert $20,000 of the
note balance into 1,333,333 shares of common stock.



7







On
November 17, 2014, we issued a short-term convertible promissory note in the amount of $70,000. The note bears interest at a rate
of 15% per annum. The loan and any accrued interest can be converted into shares of our common stock at a rate of 50% multiplied
by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest
complete trading day prior to the conversion date. As of March 31, 2015, the note has not been converted into shares of common
stock. The note is due on November 14, 2015.



On
December 23, 2014, we issued a short-term convertible promissory note in the amount of $70,000. The note bears interest at a rate
of 15% per annum. The loan and any accrued interest can be converted into shares of our common stock at a rate of 50% multiplied
by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest
complete trading day prior to the conversion date. As of March 31, 2015, the note has not been converted into shares of common
stock. The note is due on December 18, 2015.



On
January 13, 2015, we issued a short-term convertible promissory note in the amount of $74,000. The note is due on October 15,
2015 and bears interest at 8% per annum. The loan is secured by shares of our common stock. The loan becomes convertible 180 days
after date of the note. The loan and any accrued interest can then be converted into shares of our common stock at a rate of 58%
multiplied by the market price, which is the average of the lowest three trading prices for the common stock during the 10 trading
day period ending on the latest complete trading day prior to the conversion date. As of March 31, 2015, the note has not been
converted into shares of common stock.



On
January 26, 2015, we issued a convertible promissory note giving us the option of taking tranche payments based on amounts determined
by the note holder for total payments of not more than $250,000. There is an original discount component of 10% per tranche and
an additional expense fee of $25,000. Therefore, the funds available to us will be $225,000 and the liability (net of interest)
will be $250,000 when all disbursements have been received us. Each tranche is accounted for separately with each principal and
OID balance becoming due 24 months after receipt. Each tranche bears interest at 12% per annum. The loan is secured by shares
of our common stock. Each portion of the loan becomes convertible immediately upon issuance. The loan and any accrued interest
can then be converted into shares of our common stock at a rate of the lesser of $0.045 per share or 60% multiplied by the market
price per share, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete
trading day prior to the conversion date. We have received one tranche disbursements of $75,000 on January 26, 2015. As of March
31, 2015, the note has not been converted into shares of common stock.



As
of March 31, 2015, we had $69,972 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.



Off
Balance Sheet Arrangements



As
of March 31, 2015, there were no off balance sheet arrangements.



Going
Concern



We
have incurred cumulative net losses of $11,042,160 since our inception and require capital for our contemplated operational and
marketing activities to take place. Our ability to continue as a going concern is dependent on us 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. The ability to successfully resolve these factors raise substantial
doubt about our ability to continue as a going concern.



Item
3. Quantitative and Qualitative Disclosures about Market Risk



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



8







Item
4. Controls and Procedures



Disclosure
Controls and Procedures



As
required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer
evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act
of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal
financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures
were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under
the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules
and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company’s
management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required
disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following
material weaknesses in 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 United States generally accepted accounting
principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures
will not be effective until the material weaknesses are remediated.



We
plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered
by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate
such weaknesses, we plan to implement the following changes during our fiscal year ending June 30, 2015, subject to obtaining
additional financing: (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 above 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.



Because
of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control
issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of simple error or mistake.



Changes
in Internal Control over Financial Reporting



There
were no changes in our internal control over financial reporting during the quarter ended March 31, 2015 that have materially
affected or are reasonably likely to materially affect, our internal control over financial reporting.



PART
II – OTHER INFORMATION



Item
1. Legal Proceedings



From time to time, we may become involved
in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent
uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are
currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material
adverse effect on our business, consolidated financial condition, or operating results.



Item
1A: Risk Factors



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



Item
2. Unregistered Sales of Equity Securities and Use of Proceeds



Aside
from that provided below, there have been no issuances of securities without registration under the Securities Act of 1933 during
the reporting period which were not previously included in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.



9







On
January 15, 2015, we granted warrants for 8,000,000 shares of common stock for services rendered. These warrants expire on January
1, 2020 and have an exercise price of $0.05 per share.



On
January 27, 2015, we issued 6,000,000 shares of common stock to Nanobeak in connection with the exercise of a cashless warrant.



In
March of 2015, we issued 4,616,840 shares of our common stock at a premium price of $0.10 equal to $461,684 to Nanobeak in exchange
for full cancellation of its debt in our company.



During
the quarter ended March 31, 2015, we issued 500,000 shares of common stock for services with a fair value of $20,500.



During
the quarter ended March 31, 2015, we issued 3,276,915 shares of common stock with a fair value of $34,827 for the partial conversion
of a note payable issued on May 6, 2014.



The
above securities were issued in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act
of 1933, as amended, and Regulation D promulgated thereunder.



Item
3. Defaults upon Senior Securities



None



Item
4. Mine Safety Disclosures



Not
applicable.



Item
5. Other Information



None



Item
6. Exhibits



|Exhibit
    Number |  | Description
    of Exhibit                                                                                                                                                           
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1               |  | Certification
    of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002                            
|                   |  |                                                                                                                                                                                      
|31.2               |  | Certification
    of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, 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



10







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
    mHealthcare, Inc.
|---------------------- | -----------------------------
|                       |                              
|Date: May 15,
    2015 | By:                          
|                       | Name:                        
|                       | Title:                       



11