Amended Statement of Beneficial Ownership (sc 13d/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)

Under the Securities Exchange Act of 1934

VANTAGE MHEALTHCARE, INC.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

92210G107

(CUSIP Number)

John E. Groman

c/o Surinder Ahluwalia

Ahluwalia Law Group

1212 Hancock Street, Suite LL10

Quincy, MA 02169

Telephone: (617) 874-1390

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 1, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	Names of Reporting Persons

	John E. Groman
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]

	(b) [ ] (joint filers)
3.	SEC Use Only

4.	Source of Funds (See Instructions)

	OO
5.	Check BOX if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

6.	Citizenship or Place of Organization

	U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power

			22,860,798 shares¹
		8.	SHARED VOTING POWER

			0 shares
		9.	Sole Dispositive Power

			22,860,798 shares¹
		10.	Shared Dispositive Power

			0 shares
11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	22,860,798 shares¹
12.	Check BOX if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

13.	Percent of Class Represented by Amount in Row (11)

	10.74%
14.	Type of Reporting Person (See Instructions)

	IN

¹ Mr. Groman is the beneficial owner of Common Stock in the Issuer consisting of 9,500,000 shares of Common Stock and Warrants to purchase 7,400,000 shares of Common Stock. Bella Sante Inc. is the owner of 6,773,634 shares of Common Stock in the Issuer. John Groman is the beneficial owner of 88% of Bella Sante, Inc. In total, the Reporting Person has sole voting power over 22,860,798 shares of Common Stock in the Issuer, consisting of 15,460,798 shares of Common Stock and 7,400,000 Warrants.

Item 1. Security and Issuer.

The securities to which this statement on Schedule 13D (this “Statement”) relates are the common stock, $.001 par value (the “Common Stock”), of Vantage mHealthcare, Inc., a Nevada corporation (the “Issuer). The address of the principal executive offices of the Issuer is 3 Columbus Circle, 15th Floor, New York, NY 10019.

Item 2. Identity and Background.

(a) through (c) and (f). This Statement is filed by John E. Groman an individual and majority shareholder of Bella Sante Inc. (“Reporting Person”). The address of the principal business and principal office of the Reporting Person is Surinder Ahluwalia Ahluwalia Law Group 1212 Hancock Street, Suite LL10 Quincy, MA 02169. Mr. Groman is a United States citizen and is currently a shareholder of the Issuer.

(d) and (e). During the past five years, none of the Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, none of the Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source or Amount of Funds or Other Consideration.

This statement relates to Common Stock in the Issuer that the Reporting Person has the right to acquire in sixty days. These securities in the Issuer are described as follows:

●

Common Stock in the Issuer totaling 15,460,798 of which, 9,500,000 shares of Common Stock are beneficially owned by Mr. Groman and 6,773,634 are owned by Bella Sante Inc., of which John Groman has an 88% ownership, which means his beneficial interest is 5,960,798 shares of Vantage Common stock.

●

Warrants in the Issuer for the right to purchase 3,000,000 shares of Common Stock at an exercise price of $0.1181 per share.

●

Warrants in the Issuer for the right to purchase 4,400,000 shares of Common Stock at an exercise price of $.04542 per share.

Item 4. Purpose of Transaction.

The purpose of this Schedule 13D is to report the Beneficial Ownership by the Reporting Person of 15,460,798 shares of the Issuer’s issued and outstanding Common Stock and Warrants to purchase 7,400,000 shares of Common Stock of the Issuer as of May 1, 2015.

Except as provided below, the Reporting Person does not have any current plans or proposals which would relate to or would result in:

(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of the Issuer;

(f) any other material change in the Issuer’s business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a)

The Reporting Person is currently the beneficial owner of 15,460,798 shares of Common Stock of the Issuer, and Warrants to purchase 7,400,000 shares of Common Stock. The combination of both representing approximately 10.74% of the Issuer’s common stock (based upon 205,389,437 outstanding shares of common stock as stated in the Issuer’s quarterly report on 10-Q as of January 23, 2015.)

(b)

The Reporting Person has sole voting and dispositive power over the Shares identified in response to Item 5(a) above.

(c)

See response by Reporting Person to Item 4, above.

(d)

Not applicable.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On June 11, 2013, Bella Sante entered into a Securities Purchase Agreement for 6,773,634 shares of Common Stock for $0.08858. On June 11, 2014 Mr. Groman received a Warrant to purchase 3,000,000 shares of Common Stock. The Warrant held by Mr. Groman is exercisable at $0.1181 per share, at any time during their seven-year term, subject to adjustments.

On May 1, 2015, Mr. Groman received a Warrant to purchase 4,400,000 shares of Common Stock. The Warrant held by Mr. Groman is exercisable at $ 0.4542 per share, at any time during their seven-year term, subject to adjustments.

Until the Warrant holder acquires Common Stock upon exercise of the Warrants, the Warrant holders will have no rights with respect to the Common Stock underlying such Warrants. Upon the acquisition of Common Stock upon cashless exercise of the Warrants, the holders thereof will be entitled to exercise the rights of a Common Stock holder with respect to such Common Stock only as to matters for which the record date for such matter occurs after the exercise date of the Warrants.

Item 7. Material to Be Filed as Exhibits.

The following documents are filed as exhibits:

Exhibit Number		Description
A		Securities Purchase Agreement dated June 11, 2014 between Vantage mHealthcare, Inc. Inc and Bella Sante Inc.(1)
B		Warrant Agreement, dated June 11, 2014, between Vantage mHealthcare, Inc. Inc. and John Groman(1)
C		Warrant Agreement, dated May 1, 2015, between Vantage mHealthcare, Inc. and John Groman

(1)

Incorporated by reference to the Schedule 13D filed by the Reporting Person on July 7, 2014 with the Securities and Exchange Commission.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.