SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



xANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended July 31,
2014



oTRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ___________
to __________



Commission File No. 333-177122



HEALTH
ADVANCE INC.

(Exact name of registrant as specified
in its charter)



WYOMING

(State or other jurisdiction of

incorporation or organization)



46-0525223

(IRS Employer Identification No.)



3651 Lindell Rd. Suite #D155

Las Vegas, NV,

89103

(Address of principal executive offices)

(Zip Code)



1-702-943-0309

(Registrant’s telephone number,
including area code)



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



Title of each class registered:None

Name of each exchange on which registered: None



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



None (Title of class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.       
YesxNoo



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YesxNoo



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. YesxNoo











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).

YesxNoo



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K.x



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



|Large accelerated filer                       | o | Accelerated filer         | o
|--------------------------------------------- | - | ------------------------- | -
|Non-accelerated filer                         | o | Smaller reporting company | x
|(Do not check if a smaller reporting company) |  



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNox



As of March 20, 2015, the registrant had 24,520,000
shares issued and outstanding.



Documents Incorporated by Reference:



None.



CAUTIONARY NOTE REGARDING FORWARD
LOOKING STATEMENTS



This Annual Report on Form 10-K contains
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss
future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,”
“estimate,” “intend,” “could,” “should,” “would,” “may,”
“seek,” “plan,” “might,” “will,” “expect,” “anticipate,”
“predict,” “project,” “forecast,” “potential,” “continue” negatives
thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying
assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially
different from the results of operations or plans expressed or implied by such forward-looking statements.



We cannot predict all of the risks and
uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described
in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or
completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout
this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including
statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives
of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future
financial results, and any other statements that are not historical facts.



These forward-looking statements represent
our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other
factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results
expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described
in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual
Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual
Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this Annual Report on Form 10-K.













Except to the extent required by law,
we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events,
a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.



USE OF CERTAIN DEFINED TERMS



Except as otherwise indicated by the context, references
in this report to “we,” “us,” “our,” “our Company,” “the Company” or
“Health Advance” are to the combined business of Health Advance Inc. and its consolidated subsidiaries.



In addition, unless the context otherwise
requires and for the purposes of this report only



|● | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
|- | -------------------------------------------------------------------------
|● | “SEC” refers to the United States Securities and Exchange Commission;    
|● | “Securities Act” refers to the Securities Act of 1933, as amended;       













HEALTH ADVANCE, INC.

FORM 10-K/A



TABLE OF
CONTENTS



|         |                                                                                                                   | Page
|-------- | ----------------------------------------------------------------------------------------------------------------- | ----
|PART II  |                                                                                                                   |     
|         |                                                                                                                   |     
|ITEM 5.  | MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES | 2   
|         |                                                                                                                   |     
|ITEM 6.  | SELECTED FINANCIAL DATA                                                                                           | 3   
|         |                                                                                                                   |     
|ITEM 7.  | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                             | 3   
|         |                                                                                                                   |     
|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                        | 7   
|         |                                                                                                                   |     
|ITEM 8.  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                       | 7   
|         |                                                                                                                   |     
|ITEM 9.  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES                             | 8   
|         |                                                                                                                   |     
|ITEM 9A. | CONTROLS AND PROCEDURES                                                                                           | 8   
|         |                                                                                                                   |     
|ITEM 9B. | OTHER INFORMATION                                                                                                 | 9   
|         |                                                                                                                   |     
|PART IV  |                                                                                                                   |     
|         |                                                                                                                   |     
|ITEM 15. | EXHIBITS AND SIGNATURES                                                                                           | 9   



1







EXPLANATORY
NOTE

Health
Advance Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended July 31, 2014 (the
“Original Form 10-K”), with the U.S. Securities and Exchange Commission (the “SEC”) on November 7, 2014.
The Company is filing this Amendment No. 1 to the Original Form 10-K (this “Form 10-K/A”) solely for the purpose
of amending the disclosure in Item 9A of Part II. This Form 10-K/A hereby amends and restates in their entirety Items 5 through
9B of Part II of the Original Form 10-K.

Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form 10-K/A also contains
new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV has
also been amended and restated in its entirety to include the currently dated certifications as exhibits.

No
attempt has been made in this Form 10-K/A to modify or update the other disclosures presented in the Original Form 10-K, including,
without limitation, the financial statements. This Form 10-K/A does not reflect events occurring after the filing of the Original
Form 10-K or modify or update the disclosures in the Original Form 10-K, except as set forth in this Form 10-K/A, and should be
read in conjunction with the Original Form 10-K and the Company’s other filings with the SEC.



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



No Public Market for Common Stock



There is no established current public
market for the shares of our common stock.  Our common stock is quoted on the OTC Bulletin Board under symbol HADV.  Minimal
trading has occurred through the date of this filing. There can be no assurance that a liquid market for our securities will ever
develop. Transfer of our common stock may also be restricted under the securities or blue sky laws of various states and foreign
jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the common
stock for an indefinite period of time.



Holders



As of the July 31, 2014, we had 39 stockholders
of our common stock.



Dividends



Since inception we have not paid any
dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the growth of our business,
our Board of Directors will have the discretion to declare and pay dividends in the future.



2









Payment of dividends in the future will
depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.



Securities Authorized for Issuance
Under Equity Compensation Plans



As of the end of the fiscal year ended
July 31, 2014, we do not have any compensation plan under which equity securities of the Company are authorized for issuance.



Item 6.         Selected
Financial Data.



Smaller reporting companies are not
required to provide the information required by this item.



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



The following discussion should be read
in conjunction with our consolidated audited financial statements and the related notes that appear elsewhere in this annual report.
The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results
could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below.



During the year ended July 31, 2014
we have incurred a net loss of $72,080 and have an accumulated deficit of $340,441 as of July 31, 2014. The ability of the Company
to continue as a going-concern depends upon its ability to raise adequate financing and develop profitable operations. If we cannot
generate sufficient revenues from our services, we may have to delay the implementation of our business plan. Management is actively
targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to
meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate
such financing.



The Company is actively seeking financing
for its current business operation.  The Company is optimistic that the financing will be secured and the going concern
risk will be removed.  We are in discussions with various parties and believe a successful financing is likely. Any capital
raised will be through either a private placement or a convertible debenture and will result in the issuance of shares of common
stock from the Company’s authorized capital.



Our consolidated audited financial statements
are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.



Plan of Operation



We were incorporated on April 14, 2010
in Wyoming. Our business office is located at 3651 Lindell Road, Suite D#155, Las Vegas, NV, 89103.  Our telephone number
is 702-943-0309. We were founded by Jordan Starkman, who serves as our President and Director.  In addition, Domenico
Pascazi was appointed as a director in March 2011.  On February 12, 2013, Mr. Pascazi resigned from his position as a
member of the board of directors. Mr. Pascazi’s resignation was not a result of any disagreement with the Company or its
executive officers, or any matter relating to the Company’s operations, policies or practices.



We are an on-line retailer of home medical
products with operations in Canada and the United States, and with administration and infrastructure supported globally.  Our
strategy is to attract opportunities in the health care industry through the development and growth of our existing web site www.healthadvancemd.com. 
We believe we can operate more cost efficiently and compete as a discounter that delivers value and low cost branded lines of home
medical care products together with valuable customer care that is currently missing in the marketplace.  Our goal is
to become our customers’ single source for low cost health care supplies, by meeting all of our customer’s needs.



We strive to offer health care professionals,
medical distributors and consumers the highest quality brands and products at the most affordable prices. We expect to achieve
this by forming relationships with suppliers that will be able to provide us with preferred prices once we are able to make bulk
purchases.



3









In the fiscal year of 2015, we plan
to build our business across four key product categories including: (1) respiratory, (2) diabetes, (3) ostomy, and (4) mastectomy
supplies.  Our growth plan is to achieve net revenues within the first 12 months following our July 31, 2014 year-end.



We plan to complete a financing in the
fiscal year of 2015.  We have not yet entered into any agreements with any parties with respect to obtaining financing
for the Company.



If we are unable to obtain financing
on reasonable terms, we could be forced to delay or scale back our plans for expansion. In addition, such inability to obtain financing
on reasonable terms could have a material adverse effect on our business, operating results, or financial condition.



If we are able to obtain financing,
we plan to implement both online and offline marketing and customer engagement campaigns for both our traditional durable medical
products and our four key product areas mentioned above. We intend to target consumers with on-line marketing, and businesses,
including various senior care facilities, with direct mail, telemarketing and flyer campaigns. Initially, we will target small
to medium size facilities. We also intend to launch our direct mail onsite flyer campaigns and outbound calling campaigns in unison
to increase the frequency and awareness of HealthAdvanceMD. We expect to replace and expand any existing major wholesaler
relationships we currently work with by the beginning of year two following our July 31, 2014 year-end. Further, during this
expected time frame, we plan to establish direct-from-manufacturer programs for our four key growth markets.  We intend
to continue to run our durable medical products business through the existing wholesaler relationships given the large range of
product SKUs in the durable medical product category where we carry no less than a selection of nearly 2,000 products. No steps
have been taken thus far to secure customers for our products.



The Company has recently started the
process of preparing for an online marketing campaign.  The Company has a relationship with AGS Cybertech located in
India who will manage and coordinate all of our online marketing efforts.  The campaign will include internet banner
ads, search engine optimization, and social media optimization.  All banner advertising will be strategically placed
with various click per view programs as part of our overall sales and marketing plan.



In our key growth areas we plan to focus
on reducing and concentrating the number of product SKUs in each growth category in order to create leverage with our supply chain
across selected relationships with respiratory, diabetes, ostomy and mastectomy suppliers.  These new direct-from-manufacturer
programs will primarily be drop ship programs and will essentially result in no new product inventory risks.  They will
be predominantly product substitution strategies where direct manufacturers carry the inventory risk in order to get shelf space
within our business to consumer ecommerce property www.healthadvancemd.com and other sales channels.  These programs
will be based on committed but non-binding contracted volume from us with each manufacturer, but where the manufacturer still carries
the inventory, marketing investment, and the majority of the time continues to handle drop shipments direct to our customers and
sales channels.



The first tranche of these direct from
manufacturer programs is expected to be with North America based manufacturers given a tendency for higher quality product, margins
and their ability to handle inventory and direct shipments to our customers.  We also plan to evaluate a select number
of overseas supplier relationships if we identify that a select overseas direct supplier can and will meet our delivery, financing
and quality and return warranty terms.  As a result of these supply chain improvements we expect to increase our net
revenues based on margin improvements of an average of 20-25% and this does not include factoring in even higher margins if we
choose to source from overseas markets.



We expect that these new product launches
will be outlined and planned within the 2015 fiscal year and the beginning of fiscal year 2016, once our financing is completed.  During
the next 24 months following our 2014 year-end, we plan to work with our manufacturing partners to develop and finalize no less
than two new product lines within each core product group for respiratory, diabetes, ostomy and mastectomy supplies and launch
them by the second half of year 2.  Together with our manufacturer partners we intend to develop and test market and
then finalize our packaging and product features and licensing requirements by the end of July 2016.



4









In addition to attempting to achieve
supply chain optimization by the beginning of January 2015, which we intend to result in reduced overall cost of goods, we also
plan to drive top line growth with a major marketing initiative for new products. No formal products have been discussed as of
yet. By the end of July 2015, we intend to achieve the 3 key milestones outlined above including: (1) entering into new growth
markets, (2) optimizing our supply chain, and (3) launching new product lines in our new growth from existing product line
sales in growth markets for respiratory, diabetes, ostomy and mastectomy supplies through a margin optimized supply chain; a contribution
from our traditional durable medical products businesses through existing wholesaler channels and from new products launched.



We have estimated that we will incur
minimum expenses equal to $15,000 in the year following our July 31, 2014 year-end in order to maintain our business operations.  However,
if we conduct a financing, we will devote the capital raised to operational expenses as indicated below. The Company will attempt
to complete a financing for a minimum of $200,000 within the 12-month period following the Company’s 2014 year-end.  Any
capital raised will be through either a private placement or a convertible debenture and will result in the issuance of common
shares from the Company’s authorized capital.



|Web Development and Maintenance        |  | $ | 5,000.00   | 
|-------------------------------------- |  | - | ---------- | 
|Legal/Accounting                       |  | $ | 15,000.00  | 
|Computer hardware and software systems |  | $ | 10,000.00  | 
|Advertising  and Marketing             |  | $ | 130,000.00 | 
|General and administrative             |  | $ | 10,000.00  | 
|Salaries and Customer Service          |  | $ | 25,000.00  | 
|Telephone                              |  | $ | 1,000.00   | 
|Travel                                 |  | $ | 4,000.00   | 
|Total Expenses                         |  | $ | 200,000.00 | 



The above represents our Managements
best estimate of our cash requirements based on our business plans and current market conditions. The above is based on our ability
to raise sufficient financing and generate adequate revenues to meet our cash flow requirements.  The actual allocation
between expenses may vary depending on the actual funds raised and the industry and market conditions over the next 12 months following
our July 31, 2014 year-end.



The Company is currently negotiating
financing in the amount of $200,000 to further the Company’s business operations.  Any capital raised will likely
be through either a private placement or a convertible debenture and will likely result in the issuance of common shares from the
Company’s authorized capital.



If we are able to complete a financing
through a private offering for a minimum of $200,000 within the 12 month period following our July 31, 2014 year-end, we expect
to replace and expand any existing major wholesaler relationships we currently work with by the beginning of year two following
our July 31, 2014 year-end. Further, during this expected time frame, we plan to establish direct-from-manufacturer programs for
our four key growth markets in order to achieve improved margin of between 25-35%.  We will continue, however, to run
our durable medical products business through the existing wholesaler relationships given the large range of product SKUs in the
durable medical product category where we carry no less than a selection of nearly 2,000 products.



Results of Operations for the years
ended July 31, 2014 and 2013



For the years ended July 31, 2014 and
July 31, 2013, we had no sales.



Net loss was $72,080 for year ended
July 31, 2014 and $91,028 for year ended July 31, 2013. The decrease in operating expenses was the sole contributing factor for
the decreased loss during the year.



Operating expenses for the years ended
July 31, 2014 and July 31, 2013 were $71,871 and $90,665 respectively. The operating expenses were primarily attributed to
professional fees, rent and occupancy and consulting and management fees.



5







Professional fees



Professional fees for the year ended
July 31, 2014 was $25,013 compared to $20,715 for the year ended July 31, 2013. The increase mainly represents legal charges.



Consulting and management fees



Consulting and management fees for the
year ended July 31, 2014 was $24,000 compared to $41,000 for the year ended July 31, 2013. This includes $24,000 per annum charge
for the estimated shareholder services with a corresponding credit to additional paid-in capital. Further, during the year ended
July 31, 2013, management incurred approximately $15,000 in connection with web designing and related services for optimization
of the Company’s on-line platform, and no such expenses were incurred during the year ended July 31, 2014.



Rent and occupancy



During the years ended July 31, 2014
and 2013, the Company carried out its operations from a premises leased by a director.  The costs of this premises and
other general and administrative expenses incurred during the year ended July 31, 2014 and 2013 were $16,800 each. These expenses
are payable to the shareholder and included in current liabilities.



During the years ended July 31, 2014
and 2013, we had no provision for income taxes due to the net operating losses incurred.



Liquidity and Capital Resources



As of July 31, 2014, we had bank indebtedness
of $28 and a working capital deficit of $105,341.



The Company is currently seeking funding
for our continued operations.  The Company intends to raise a minimum of $200,000 and a maximum of $500,000 in order
to continue the introduction of the www.healthadvancemd.com e-commerce site to the retail community and health care community.
 To achieve our goals the Company expects to commit the majority of its funding to the advertising of the Company’s
web site. There is no assurance that the Company will be able to raise the capital required to complete its goal and objectives
and the Company is currently seeking capital to further its business plan.  We will likely to raise funds through either
debt or issuing shares of our common stock in order to achieve our business goals. The issuance of additional shares or securities
convertible into any such shares by us, any shares issued would dilute the percentage ownership of our current stockholders. There
are no agreements with any parties at this point in time for additional funding; however, we are in discussions with various funders
in the United States.



We believe we can satisfy our cash requirements
for the next twelve months with our expected revenues and if needed an additional loan from our director, Jordan Starkman.  We
cannot assure investors that adequate revenues will be generated and there is no current loan commitment in place between
the Company and Jordan Starkman. However, the success of our operations is dependent on attaining adequate revenue. In the absence
of our projected revenues, we may be unable to proceed with our plan of operations or we may require financing to achieve our profit,
revenue, and growth goals.



We anticipate that our fixed costs made
up of legal & accounting and general & administrative expenses for the next 12 months will total approximately $25,000. 
Legal and accounting expenses of $15,000 represents the minimum funds needed to sustain operations. The $25,000 will be financed
through the Company’s cash on hand, additional financing, net sales and if needed, an advance from our officer and director,
Jordan Starkman.  We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant
additions to the number of employees, until financing is raised.  The foregoing represents our best estimate of our cash
needs based on our current business condition.  The exact allocation, purposes and timing of any monies raised in subsequent
private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of
our business plan.  It is currently expected that the Company will spend an additional $175,000 in variable costs relating
to marketing and business development that will be funded from future financings.



6









In the event we are not successful in
reaching our initial revenue targets, we will need additional funds to proceed with our business plan for the development and marketing
of our core services. Should this occur, we would likely seek additional financing to support the continued operation of our business.
We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable
future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.



Off-Balance Sheet Arrangements



We do not have any off-balance sheet arrangements.



Item 7A.      Quantitative
and Qualitative Disclosures About Market Risk.



Smaller reporting companies are not required to provide the
information required by this item.



Item 8.         Financial
Statements and Supplementary Data.



HEALTH ADVANCE INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

JULY 31, 2014



CONTENTS



|                                                        | Page      
|------------------------------------------------------- | ----------
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-1       
|FINANCIAL STATEMENTS                                    |           
|Balance Sheets                                          | F-2       
|Statements of Operations and Comprehensive Loss         | F-3       
|Statements of Stockholders' Deficit                     | F-4       
|Statements of Cash Flows                                | F-5       
|Notes to the Financial Statements                       | F-6 - F-11





7







| |                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Sohail Raza, CPA, CA, CPA (Colorado, USA)
        Chartered Accountant, Licensed Public Accountant
        Park Place Corporate Centre
        15 Wertheim Court, Suite 409
        Richmond Hill, ON L4B 3H7
        Tel: 416 671 7292 / 905 882 9500
        Fax: 905 882 9580
        Email: sohail.raza@srco.ca
        www.srco.ca



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and Stockholders of

Health Advance Inc.



We have audited the accompanying balance
sheets ofHealth Advance Inc. (a Development Stage Company) as of July 31, 2014 and 2013 and the related statements of operations
and comprehensive loss, stockholders' deficiency and cash flows for the years then ended.  These financial statements
are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements
based on our audits.



We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting.  Our
audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
in the circumstance, but not for expressing an opinion on the effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position ofHealth Advance Inc. (A Development
Stage Company) as of July 31, 2014 and 2013 and the related statements of operations and comprehensive loss, stockholders' deficiency
and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial
statements, the Company has significant operating losses, is in the development stage with no established source of revenue and
is dependent on its ability to raise capital from shareholders or other sources to sustain operations, which raise substantial
doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.



|                                                | SRCO
        Professional Corporation
        
        CHARTERED ACCOUNTANT                  
|----------------------------------------------- | ---------------------------------------------------------------------------------------------
|Richmond Hill, Ontario, Canada
November 7, 2014 | Authorized to practise public accounting by the
Chartered Professional Accountants of Ontario



F-1











HEALTH ADVANCE INC.

(A Development Stage Company)

BALANCE SHEETS

AS AT JULY 31,

(Expressed in United States Dollars)



|                                                                                     |  | 2014 |          | 2013
|------------------------------------------------------------------------------------ |  | ---- | -------- | ----
|                                                                                     |  | $    |          | $   
|ASSET                                                                                |  |      |          |     
|CURRENT ASSET                                                                        |  |      |          |     
|Cash                                                                                 |  |      | —        |     
|TOTAL ASSET                                                                          |  |      | —        |     
|                                                                                     |  |      |          |     
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                |  |      |          |     
|CURRENT LIABILITIES                                                                  |  |      |          |     
|Bank indebtedness                                                                    |  |      | 28       |     
|Accounts payable and accrued liabilities                                             |  |      | 46,178   |     
|Advances from a shareholder(Note 5)                                                  |  |      | 59,135   |     
|TOTAL LIABILITIES                                                                    |  |      | 105,341  |     
|                                                                                     |  |      |          |     
|STOCKHOLDERS' DEFICIT                                                                |  |      |          |     
|Authorized:                                                                          |  |      |          |     
|500,000,000 common stock, par value $0.001                                           |  |      |          |     
|Issued and outstanding:(Note 6)                                                      |  |      |          |     
|24,520,000 common stock as at July 31, 2014 (July 31, 2013: 24,520,000 common stock) |  |      | 24,520   |     
|Additional paid-in capital                                                           |  |      | 168,080  |     
|Common stock to be issued(Note 6)                                                    |  |      | 42,500   |     
|Deficit accumulated during the exploration stage                                     |  |      | (340,441 | )   
|TOTAL STOCKHOLDERS' DEFICIT                                                          |  |      | (105,341 | )   
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                          |  |      | —        |     



See accompanying notes



F-2









HEALTH ADVANCE INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED JULY 31, 2014 AND 2013 AND FOR THE
PERIOD FROM THE DATE OF INCEPTION (APRIL 14, 2010) TO JULY 31, 2014

(Expressed in United States Dollars)



|                                            |  |                          |            |                          |  | Cumulative from             
|------------------------------------------- |  | ------------------------ | ---------- | ------------------------ |  | ----------------------------
|                                            |  |                          |            |                          |  | April 14, 2010              
|                                            |  |                          |            |                          |  | (inception) to              
|                                            |  |                          |            |                          |  | July 31,                    
|                                            |  |                          |            |                          |  | 2014                        
|                                            |  | Year ended July 31, 2014 |            | Year ended July 31, 2013 |  | (Unaudited - 
Refer Note 11)
|                                            |  | $                        |            | $                        |  | $                           
|                                            |  |                          |            |                          |  |                             
|SALES                                       |  |                          | —          |                          |  |                             
|                                            |  |                          |            |                          |  |                             
|COST OF SALES                               |  |                          | —          |                          |  |                             
|                                            |  |                          |            |                          |  |                             
|GROSS PROFIT                                |  |                          | —          |                          |  |                             
|                                            |  |                          |            |                          |  |                             
|EXPENSES                                    |  |                          |            |                          |  |                             
|Professional fees                           |  |                          | 25,013     |                          |  |                             
|Office and general                          |  |                          | 8,458      |                          |  |                             
|Rent and occupancy                          |  |                          | 14,400     |                          |  |                             
|Consulting and management fees              |  |                          | 24,000     |                          |  |                             
|Total expenses                              |  |                          | 71,871     |                          |  |                             
|                                            |  |                          |            |                          |  |                             
|Foreign exchange loss                       |  |                          | (209       | )                        |  |                             
|                                            |  |                          |            |                          |  |                             
|Loss before income taxes                    |  |                          | (72,080    | )                        |  |                             
|                                            |  |                          |            |                          |  |                             
|Income taxes                                |  |                          | —          |                          |  |                             
|                                            |  |                          |            |                          |  |                             
|NET AND COMPREHENSIVE LOSS FOR THE PERIOD   |  |                          | (72,080    | )                        |  |                             
|                                            |  |                          |            |                          |  |                             
|Loss per common share, basic and diluted    |  |                          | (0.0029    | )                        |  |                             
|                                            |  |                          |            |                          |  |                             
|Weighted average number of                  |  |                          |            |                          |  |                             
|common stock outstanding, basic and diluted |  |                          | 24,520,000 |                          |  |                             



See accompanying notes





F-3







HEALTH ADVANCE INC.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE PERIOD FROM THE DATE OF INCEPTION (APRIL 14, 2010)
TO JULY 31, 2014

(Expressed in United States Dollars)



|                                      |  |              |            |              |  |         |        |             |  | Deficit     |        |      
|------------------------------------- |  | ------------ | ---------- | ------------ |  | ------- | ------ | ----------- |  | ----------- | ------ | -----
|                                      |  |              |            |              |  |         |        |             |  | Accumulated |        |      
|                                      |  |              |            |              |  | Shares  |        | Additional  |  | During The  |        |      
|                                      |  | Common stock |            | to be issued |  | paid-in |        | Development |  |            
|                                      |  | Shares       |            | Amount       |  | Amount  |        | capital     |  | Stage       |        | Total
|                                      |  |              |            |              |  |         | $      |             |  |             | $      |      
|UNAUDITED                             |  |              |            |              |  |         |        |             |  |             |        |      
|Issuance of common stock at inception |  |              | 14,000,000 |              |  |         | 14,000 |             |  |             | —      |      
|As at July 31, 2010                   |  |              | 14,000,000 |              |  |         | 14,000 |             |  |             | —      |      
|Issuance of common stock for cash     |  |              | 920,000    |              |  |         | 920    |             |  |             | —      |      
|Issuance of common stock for services |  |              | 6,500,000  |              |  |         | 6,500  |             |  |             | —      |      
|In-kind contribution of services      |  |              | —          |              |  |         | —      |             |  |             | —      |      
|Net loss for the year                 |  |              | —          |              |  |         | —      |             |  |             | —      |      
|As at July 31, 2011                   |  |              | 21,420,000 |              |  |         | 21,420 |             |  |             | —      |      
|Issuance of common stock for cash     |  |              | 1,600,000  |              |  |         | 1,600  |             |  |             | —      |      
|Issuance of common stock for services |  |              | 1,500,000  |              |  |         | 1,500  |             |  |             | —      |      
|In-kind contribution of services      |  |              | —          |              |  |         | —      |             |  |             | —      |      
|Net loss for the year                 |  |              | —          |              |  |         | —      |             |  |             | —      |      
|As at July 31, 2012                   |  |              | 24,520,000 |              |  |         | 24,520 |             |  |             | —      |      
|AUDITED                               |  |              |            |              |  |         |        |             |  |             |        |      
|Common stock to be issued             |  |              | —          |              |  |         | —      |             |  |             | 36,500 |      
|In-kind contribution of services      |  |              | —          |              |  |         | —      |             |  |             | —      |      
|Net loss for the year                 |  |              | —          |              |  |         | —      |             |  |             | —      |      
|As at July 31, 2013                   |  |              | 24,520,000 |              |  |         | 24,520 |             |  |             | 36,500 |      
|Issuance of common stock for cash     |  |              | —          |              |  |         | —      |             |  |             | —      |      
|Issuance of common stock for services |  |              | —          |              |  |         | —      |             |  |             | 6,000  |      
|In-kind contribution of services      |  |              | —          |              |  |         | —      |             |  |             | —      |      
|Net loss for the year                 |  |              | —          |              |  |         | —      |             |  |             | —      |      
|As at July 31, 2014                   |  |              | 24,520,000 |              |  |         | 24,520 |             |  |             | 42,500 |      



See accompanying notes





F-4







HEALTH ADVANCE INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JULY 31, 2014 AND 2013 AND FOR THE
PERIOD FROM THE DATE OF INCEPTION (APRIL 14, 2010) TO JULY 31, 2014

(Expressed in United States Dollars)



|                                                 |  |                               |         |                              |  | Cumulative from                 
|------------------------------------------------ |  | ----------------------------- | ------- | ---------------------------- |  | --------------------------------
|                                                 |  |                               |         |                              |  | April 14, 2010                  
|                                                 |  |                               |         |                              |  | (inception) to                  
|                                                 |  |                               |         |                              |  | July 31,                        
|                                                 |  |                               |         |                              |  | 2014                            
|                                                 |  | Year ended 
    July 31, 2014 |         | Year ended
    July 31, 2013 |  | (Unaudited - 
    Refer Note 11)
|                                                 |  |                               | $       |                              |  |                                 
|OPERATING ACTIVITIES                             |  |                               |         |                              |  |                                 
|Net loss for the period                          |  |                               | (72,080 | )                            |  |                                 
|Adjustments for non-cash items                   |  |                               |         |                              |  |                                 
|Common stock issued for services                 |  |                               | —       |                              |  |                                 
|In-kind contribution of services                 |  |                               | 24,000  |                              |  |                                 
|                                                 |  |                               |         |                              |  |                                 
|Net change in non-cash working capital balances: |  |                               |         |                              |  |                                 
|Prepaid expenses                                 |  |                               | —       |                              |  |                                 
|Accounts payable and accrued liabilities         |  |                               | 16,789  |                              |  |                                 
|Net cash used in operating activities            |  |                               | (31,291 | )                            |  |                                 
|FINANCING ACTIVITIES                             |  |                               |         |                              |  |                                 
|Bank indebtedness                                |  |                               | 28      |                              |  |                                 
|Proceeds from issuance of common stock           |  |                               | 6,000   |                              |  |                                 
|Advances from a shareholder                      |  |                               | 24,737  |                              |  |                                 
|Net cash provided by financing activities        |  |                               | 30,765  |                              |  |                                 
|Net decrease in cash during the period           |  |                               | (526    | )                            |  |                                 
|Cash, beginning of period                        |  |                               | 526     |                              |  |                                 
|Cash, end of period                              |  |                               | —       |                              |  |                                 



See accompanying notes







F-5







HEALTH ADVANCE INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

AS AT JULY 31, 2014



1.     NATURE
OF OPERATIONS AND ORGANIZATION



Nature of Operations



Health Advance Inc. (the "Company"
or "Health Advance") was incorporated in the State of Wyoming on April 14, 2010. The Company is a development stage company
and is an online retailer of home medical products with operations in Canada and the US.



2.     BASIS
OF PRESENTATION



The Company has earned minimal revenues
from limited principal operations and accordingly, the Company's activities have been accounted for as those of a "Development
Stage Enterprise" as set forth in Accounting Standards Codification 915,  Accounting and Reporting by Development
Stage Enterprises ("ASC 915").   Among the disclosures required by ASC 915 are that the Company's
financial statements be identified as those of a development stage company, and that the statements of operations, stockholders'
equity and cash flows disclose activity since the date of the Company's inception.



3.     GOING
CONCERN



These financial statements have been
prepared assuming the Company will continue on a going concern basis. The Company has incurred losses since inception and the ability
of the Company to continue as a going concern depends upon its ability to develop profitable operations and to continue to raise
adequate financing. Management is actively targeting sources of additional financing to provide continuation of the Company’s
operations. In order for the Company to meet its liabilities as they become due and to continue its operations, the Company is
solely dependent upon its ability to generate such financing.



There can be no assurance that the Company
will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be
unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets
may be materially less than the amounts recorded in these financial statements.



These financial statements do not include
any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that
might be necessary should the Company be unable to continue in existence.



4.     SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES



The accounting policies of the Company
are in accordance with accounting principles generally accepted in the United States of America.  Presented below are
those policies considered particularly significant:



Revenue Recognition



The Company's revenue recognition policies
are in compliance with ASC 605, Revenue Recognition.  Revenue from sales to customers are recognized at the date a formal
arrangement exists, the price is fixed and determinable, the goods are shipped to the customer and no other significant obligation
of the Company exists and collectability is reasonably assured.



Advertising and Marketing Costs



Advertising and marketing costs are
expensed as incurred.



Cost of Goods Sold



Costs of goods sold are recognized at
the date the goods are shipped to the customer and are matched with revenues.



Cash and Cash Equivalents



Cash and cash equivalents consist of
commercial accounts and interest-bearing bank deposits and are carried at cost, which approximates current value. Items are considered
to be cash equivalents if the original maturity is three months or less.





F-6







HEALTH ADVANCE INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

AS AT JULY 31, 2014



Stock-Based Compensation



The Company accounts for Stock-Based
Compensation in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or services.  It also addresses transactions
in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity ’
s equity instruments or that may be settled by the issuance of those equity instruments.  ASC 718 focuses primarily on
accounting for transactions in which an entity obtains employee services in share-based payment transactions.  ASC 718
requires that the compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements.  That
cost is measured based on the fair value of the equity or liability instruments issued.



Comprehensive Income



The Company follows the guidance in
ASC 220, Comprehensive Income. ASC 220 establishes standards for the reporting and presentation of comprehensive income and its
components in a full set of consolidated financial statements.  Comprehensive income is presented in the statements of
changes in stockholders' equity (deficit), and consists of unrealized gains (losses) on available for sale marketable securities
and foreign currency translation adjustments.  ASC 220 requires only additional disclosures in the financial statements
and does not affect the Company's financial position or results of operations.



Fair Value of Financial Instruments



The Company adopted Statement of Financial
Accounting Standards (“SFAS”) No. 157 Fair Value Measurements (“SFAS 157”), superseded by ASC 820-10, which
defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements
of assets and liabilities. The impact of adopting ASC 820-10 was not significant to the Company’s financial statements. ASC
820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on
the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that
may be used to measure fair value:



|● |  | Level 1 - Valuation based on quoted market prices in active markets for identical assets or liabilities.                                                                                                
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |  |                                                                                                                                                                                                         
|● |  | Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets.                                                                                                 
|  |  |                                                                                                                                                                                                         
|● |  | Level 3 - Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.



In instances where the determination
of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value
hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair
value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its
entirety requires judgment, and considers factors specific to the asset or liability.



Income Taxes



The Company accounts for income taxes
pursuant to ASC 740-10, (formerly SFAS No. 109),Accounting for Income Taxes. Deferred tax assets and liabilities are recorded
for differences between the financial statements and tax basis of the assets and liabilities that will result in taxable or deductible
amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable
for the period increased or decreased by the change in deferred tax assets and liabilities during the period.







F-7







HEALTH ADVANCE INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

AS AT JULY 31, 2014



Foreign Currency Translation



The functional currency of the Company
is USD. Transactions denominated in currencies other than the functional currency are translated into the functional currency at
the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies
are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated
using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign
currency transactions are included in net income (loss) for the year.



Use of Estimates



The preparation of consolidated financial
statements in conformity with accounting principles generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual
results could differ from those estimates.  These estimates are reviewed periodically, and, as adjustments become necessary,
they are reported in earnings in the period in which they become known.



Earnings or Loss Per Share



The Company accounts for earnings per
share pursuant to ASC 260-10-02 (formerly SFAS No. 128),Earnings per Share, which requires disclosure on the consolidated
financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share is
computed by dividing net income (loss) by the weighted average number of common stock outstanding for the year.  Diluted
earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding
plus common stock equivalents (if dilutive) related to stock options and warrants for each year.



There were no dilutive financial instruments
for the period from inception (April 14, 2010) to July 31, 2014.



Concentration of Credit Risk



ASC 815-10 (formerly SFAS No. 105)Disclosure of Information About Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments with Concentration
of Credit Risk , requires disclosure of any significant off-balance-sheet risk and credit risk concentration.  The
Company does not have significant off-balance-sheet risk or credit concentration.



Recent Accounting Pronouncements



From time to time, new accounting pronouncements
are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company
as of the specified effective date.



Effective October 1, 2013, the Company
adopted the amended guidance in ASC Topic 210, Balance Sheet. The amended guidance addresses disclosure of offsetting financial
assets and liabilities. It requires entities to add disclosures showing both gross and net information about instruments and transactions
eligible for offset in the balance sheet and instruments and transactions subject to an agreement similar to a master netting arrangement.
The updated disclosures have been implemented retrospectively and do not impact our financial position or results of operations.



Effective October 1, 2013, the Company
adopted the amended guidance in ASC Topic 220, Comprehensive Income. The amended guidance requires entities to disclose additional
information about reclassification adjustments, including (1) changes in accumulated other comprehensive income by component and
(2) significant items reclassified out of accumulated other comprehensive income by presenting the amount reclassified and the
individual income statement line items affected. The updated disclosures have been implemented prospectively and do not impact
our financial position or results of operations.



On May 28, 2014, the FASB issued a new
financial accounting standard on revenue from contracts with customers, Update No. 2014-09-Revenue from Contracts with Customers
(Topic 606). The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts
with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for annual reporting
periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early adoption is not permitted.
The Company is currently evaluating the impact of this accounting standard”





F-8







HEALTH ADVANCE INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

AS AT JULY 31, 2014



Recent Accounting Pronouncements (continued)



Effective June 2014, the FASB issued
ASU No. 2014-10, Development Stage Entities (Topic 915). Elimination of Certain Financial Reporting Requirements, Including an
Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The objective of the amendments is to improve financial
reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities.
As a result, the amendments in this Update remove all incremental financial reporting requirements from U.S. GAAP for development
stage entities.



The amendments also eliminate an exception
previously provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable
interest entity on the basis of the amount of investment equity at risk. The amendments in this Update remove the definition of
a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting
distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate
the requirements for development stage entities to:



1) present inception-to-date information
in the statements of income, cash flows, and shareholder equity;

2) label the financial statements as
those of a development stage entity;

3) disclose a description of the development
stage activities in which the entity is engaged; and

4) disclose in the first year in which
the entity is no longer a development stage entity that in prior years it had been in the development stage.



The amendments also clarify that the
guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.
The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic
915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public
business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods
therein.



5.     RELATED PARTY TRANSACTIONS



The transactions with related parties
were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established
and agreed to by the parties. Related party transactions not disclosed elsewhere in these financial statements are as follows:



|a. | The Company paid $14,400 ($1,200 per month) each for the years ended July 31, 2014 and 2013 to a shareholder and director in respect of rent and occupancy.  The Company also paid $2,400 ($200 per month) each for the years ended July 31, 2014 and 2013 in respect of certain administrative services included in office and general.  In addition, the Company has charged $24,000 ($2,000 per month) each for the years ended July 31, 2014 and 2013 representing the costs of estimated services from a shareholder.  These amounts have been debited to consulting and management fees with corresponding credit to additional paid in capital.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | Advances from a shareholder of the Company as at July 31, 2014 were $59,135 (2013 - $34,398).  These advances are non interest bearing, unsecured and with no specific terms of repayment.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6.     CAPITAL STOCK



COMMON STOCK - AUTHORIZED



As at July 31, 2014, the Company has 500,000,000 authorized
shares of common stock with a par value of $0.001 per share.



COMMON STOCK - ISSUED AND OUTSTANDING



Company’s outstanding 24,520,000 shares of common stock
($24,520) as at July 31, 2014 consisted of the following:



On April 14, 2010 the Company issued 14,000,000 shares of
common stock at $0.0001 per share to the founding shareholder for proceeds of $1,400.





F-9







HEALTH ADVANCE INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

AS AT JULY 31, 2014



COMMON STOCK - ISSUED AND OUTSTANDING
(continued)



During fiscal 2011, the Company completed
non-brokered private placements of 920,000 shares of common stock at $0.01 per share for proceeds of $9,200.



During fiscal 2011, the Company issued
6,500,000 common stock for legal, consulting and web design services and directors fees.  These services were valued
at $0.01 per share.



On November 1, 2011 the Company issued
1,500,000 shares of common stock for professional services rendered.  These services were valued at $15,000.



On July 18, 2012 the Company issued
1,600,000 shares at $0.01 per share for a total of $16,000.



COMMON STOCK - TO BE ISSUED



The Company’s 6,290,000 common
stock to be issued amounting to $42,500 as at July 31, 2014 consist of the following:



On November 14, 2012, the Company received
$10,000 in exchange for 2,000,000 shares of common stock at $0.005 per share.



In December 2012, the Company agreed
to issue 1,000,000 shares of common stock valued at $0.01 per share for a total of $10,000 for web design services and repairs.



In January 2013, the Company agreed
to issue 500,000 shares of common stock valued at $0.01 per share for a total of $5,000 for consulting services.



In March 2013, the Company agreed to
issue 800,000 shares of common stock at an issue price of $0.01 per share for a total of $8,000.



In June 2013, the Company agreed to
issue 350,000 shares of common stock at an issue price of $0.01 per share for a total of $3,500.



In October 2013, the Company received
$4,000 in exchange of 1,600,000 shares of common stock at an issue price of $0.0025 per share.



In April 2014, the Company received
$2,000 in exchange of 40,000 shares of common stock at an issue price of $0.05 per share.



7.     SUPPLEMENTAL
CASH FLOW INFORMATION



During the period from inception to
July 31, 2014, there were no interests or taxes paid by the Company.



During the year ended July 31, 2014
the controlling shareholder contributed management services of $2,000 per month totaling $24,000. (2013 - $24,000).



8.     INCOME
TAXES



The Company accounts for income taxes
in accordance with ASC 740-20. ASC 740-20 prescribes the use of the liability method whereby deferred tax asset and liability account
balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates. The effects of future changes in tax laws or rates are not anticipated.



Under ASC 740-20 income taxes are recognized
for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities and assets for future tax consequences
of events that have been recognized differently in the financial statements than for tax purposes.



The Company has income tax losses available
to be applied against future years income as a result of the losses incurred since inception.  However, due to the losses
incurred in the period and expected future operating results, management determined that it is more likely than not that the deferred
tax asset resulting from the tax losses available for carry forward will not be realized through the reduction of future income
tax payments.  Accordingly a 100% valuation allowance has been recorded for income tax losses available for carry forward.



F-10







HEALTH ADVANCE INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

AS AT JULY 31, 2014



8.     INCOME
TAXES (continued)



The provision for income taxes reconciles
to the amount obtained by applying the statutory income tax rates of 38% (2013: 38%) to income before provision for taxes as follows:



|                                         |  | 2014 |         | 2013
|---------------------------------------- |  | ---- | ------- | ----
|                                         |  |      |         |     
|Computed expected tax                    |  | $    | (27,390 | )   
|Expenses not deductible for tax purposes |  |      | 9,120   |     
|Tax losses available for carry forward   |  |      | 18,270  |     
|Provision for income taxes               |  | $    | —       |     



The components of deferred income taxes, have been determined
at the US federal statutory rate of 38% (2013: 38%) and are as follows:



|                                              |  | 2014 |         | 2013
|--------------------------------------------- |  | ---- | ------- | ----
|                                              |  |      |         |     
|Deferred income tax assets:                   |  |      |         |     
|Income tax losses available for carry forward |  | $    | 71,608  |     
|Valuation allowance                           |  |      | (71,608 | )   
|Deferred income taxes                         |  | $    | —       |     



9.     FINANCIAL
INSTRUMENTS



Credit Risk



Credit risk is the risk of an unexpected
loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is not significantly
exposed to this risk as generally it does not have any significant amount of cash.



Currency Risk



The Company is exposed to financial
risk related to the fluctuation of foreign exchange rates.   The Company's functional currency is U.S. dollars.  A
significant change in the currency exchange rates between the U.S. dollar relative to the Canadian dollar could have an effect
on the Company's results of operations, financial position and cash flows.  The Company has not entered into any derivative
financial instruments to manage exposures to currency fluctuations.



Liquidity Risk



Liquidity risk is the risk that the
Company will not be able to meet its financial obligations as they fall due.  The Company has a planning and budgeting
process in place to help determine the funds required to support the Company's normal operating requirements on an ongoing basis
and its expansionary plans.  The Company ensures that there are sufficient funds to meet its short-term business requirements,
taking into account its anticipated cash flows from operations and its holdings of cash.





Fair Values



The Company's financial instruments
consist of cash, bank indebtedness and accounts payable and accrued liabilities and advances from stockholder and advances from
related party.  Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments.  The fair values of these financial instruments approximate
their carrying values due to the short-term maturity of these instruments.



10.     SUBSEQUENT EVENTS



The Company’s management has evaluated
subsequent events through the filing date of these financial statements and has determined that there are no material subsequent
events to report.



11.    UNAUDITED INFORMATION



Effective March 6, 2014 our predecessor
auditor, DNTW Toronto LLP, formerly known as DNTW Chartered Accountants, LLP (“DNTW”), is no longer registered with
the PCAOB and on May 20, 2014 the Securities and Exchange Commission ("SEC”) denied the two partners of DNTW, the privilege
of appearing or practicing before the SEC as accountants. Therefore, the Company is no longer allowed to include any audit report
issued by DNTW in any filing with the SEC on or after May 20, 2014. SRCO Professional Corporation, Chartered Accountant, has audited
the financial statements for the fiscal years ended July 31, 2014 and 2013. Our statement of operations for the cumulative period
from April 14, 2010 (Inception) to July 31, 2014 is therefore deemed to be unaudited.





F-11







Item 9.         Changes
in and Disagreements With Accountants on Accounting And Financial Disclosure.



None.



Item 9A.      Controls and
Procedures



Evaluation of disclosure controls and procedures



Pursuant to Rule 13a-15(b) under the
Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of
the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s
disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered
by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls
and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company
files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in
the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including
the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure, due to the material weaknesses
identified below.



It should be noted that any system of
controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the
system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of
future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.



Report of Management on Internal Control over Financial
Reporting



The management of the Company is responsible
for establishing and maintaining adequate internal control over financial reporting for the Company.  Our internal control
system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation
and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.



Management conducted an evaluation of
the effectiveness of our internal control over financial reporting based on the framework inInternal Control - Integrated
Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission. A material weakness is a deficiency,
or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that
a material misstatement to the Company's annual or interim financial statements will not be prevented or detected.



We carried out an evaluation, under
the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
our internal controls over financial reporting as of July 31, 2014. Based on this assessment, management concludes that, as of
July 31, 2014, we did not maintain effective controls over the financial reporting control environment. we have identified the
following material weaknesses in internal control over financial reporting:



|● | Segregation of Duties - As a result of limited resources, we did not maintain proper segregation of incompatible duties, namely the lack of an audit committee, an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls. The effect of the lack of segregation of duties potentially affects multiple processes and procedures.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|● | Maintenance of Current Accounting Records -We may from time to time fail to maintain our records that in reasonable detail accurately and fairly reflect the transactions of the Company. This weakness specifically affects the payments and purchase cycle and therefore we failed to maintain effective internal controls over the completeness and cut off of accounts payable, expenses and other capital transactions.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|● | Application of GAAP - We did not maintain effective internal controls relating to the application of generally accepted accounting principles in accounting for transactions in a foreign currency.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because of these material weaknesses,
management has concluded that we did not maintain effective internal control over financial reporting as of July 31, 2014. We are
in the continuous process of improving our internal control over financial reporting in an effort to eliminate these material weaknesses
through improved supervision and training of our staff, but additional effort is needed to fully remedy these deficiencies. Management
has engaged a Certified Public Accountant as a consultant to assist with the financial reporting process in an effort to mitigate
some of the identified weaknesses. The Company is still in its development stage and intends on hiring the necessary staff to address
the weaknesses once revenue has been realized.



This annual report does not include
an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules
of the SEC that permit the Company to provide only management's report in this annual report.



8









Changes in Internal Controls



No change in our system of internal
control over financial reporting occurred during the fourth quarter of the fiscal year ended July 31, 2014 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Item 9B.    Other Information



None.



PART IV



Item 15.       Exhibits
and Signatures



EXHIBITS



a) Documents filed as part of this Annual Report



1. Consolidated Financial Statements



2. Financial Statement Schedules



3. Exhibits



|31.1 |  | Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer
|---- |  | ----------------------------------------------------------------------------------------------
|     |  |                                                                                               
|32.1 |  | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer             



SIGNATURES



Pursuant to the requirements of the
Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the city of Las Vegas of Nevada on March 20, 2015.





| | HEALTH ADVANCE INC.
| | -------------------
| |                    
| | By:                
| |                    
| |                    
| |                    
| |                    



Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated in the capacity and on the dates indicated.



|Name                |  | Position                                                      |  | Date          
|------------------- |  | ------------------------------------------------------------- |  | --------------
|/s/ Jordan Starkman |  | President, Chief Financial Officer and Director               |  | March 20, 2015
|Jordan Starkman     |  | (Principal Executive Officer and Principal Financial Officer) |  |               





9