- Amended Current report filing (8-K/A)
May 24 2012 - 6:04AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 14, 2012
Vantage Health
(Exact name of registrant as specified in its charter)
Nevada
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333-168930
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93-0659770
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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11400 West Olympic Boulevard, Suite 640
Los Angeles, California
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90064
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(310)
477-5811
___________________________________________________
(Former name or former address, if changed since
last report)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note
We are amending the Form 8-K that we filed on May 2, 2012 with the
Securities and Exchange Commission to include the resignation letter from Mr. John Harris, our prior board member, in connection
with his resignation on April 14, 2012, and to include other changes.
SECTION 1 – Registrant’s Business and Operations
Item 1.02 Termination of a Material Definitive Agreement
The information provided in Item 5.02 concerning the termination
of a material definitive agreement is incorporated by reference in this Item 1.02.
SECTION 5 – Corporate Governance and Management
Item 5.02 Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal Officers
On April 14, 2012, our company, John Harris, Peninsula Holdings
Ltd., Lisa Ramakrishnan, Moxisign (PTY) Ltd., and Vantage Health Tanzania Ltd. entered into a Settlement and Resignation Agreement
(the “Settlement Agreement”) pursuant to which, in part, Mr. Harris agreed to resign as CEO and director of the our
company, effective April 14, 2012. Further under the Settlement Agreement and Addendum signed on May 15, 2012, the parties agreed
as follows:
• To terminate the two year Employment Services Agreement
entered into on February 11, 2012, between our company and Peninsula Holdings Ltd., a company controlled by Mr. Harris;
• To compensate Mr. Harris $32,000, payable $5,000
now with the remaining portion payable in monthly installments of $3,000 starting on June 1, 2012 until paid in full;
• To acknowledge
that Mr. Harris has no claim to any shares or other equity in our company;
• To sign over loan accounts and warrant that all
documentation has been properly returned to our company;
• That our company would hold an investigation into
alleged improper transactions in our Tanzanian operations;
• That should Mr. Harris ever resume work for our company
as an advisor, he will be paid 200,000 shares in our company;
• To provide for non-disparagement and confidentiality;
and
• To provide for a mutual release of all claims.
The foregoing description is intended only as a summary of the
material terms of the Settlement Agreement and is qualified in its entirety by reference to the full Settlement Agreement, a copy
of which is attached as Exhibit 10.1 to this Form 8-K and is hereby incorporated by reference herein.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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(1)
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Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on May 2, 2012
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Vantage Health
/s/ Lisa Ramakrishnan
Lisa Ramakrishnan
President
Date: May 24, 2012
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