ITEM 2.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. All funds are reflected in United States dollars unless otherwise indicated.
There is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated no revenues from our operations during the last eight years. We have been able to remain in business as a result of investments, in debt or equity securities, by our officers and directors and by other unrelated parties. We expect to incur operating losses in the foreseeable future and our ability to continue as a going concern is dependent upon our ability to raise additional money through investments by others and achieve profitable operations. There is no assurance that we will be able to raise additional money or that additional money or that additional financing will be available to us on satisfactory terms or that we will be able to achieve profitable operations. The consolidated statements were prepared under the assumption that the Company will continue as a going concern, however, there can be no assurance that such financial support shall be ongoing or available on terms or conditions acceptable to the Company. This raises substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
For the last seven fiscal years, starting January 2010, our management and board of directors have raised funds through a personal and professional network of investors. This has enabled product and business development, continued operations, and generation of customer interest. In order to continue operations, management has contemplated several options to raise capital and sustain operations in the next 12 months. These options include, debt and equity offers to existing shareholders, debt and equity offers to independent investment professionals and through various other financing alternatives. Management's opinion is that the combination of the three options along with the forecasted closing of at least one project will enable continued operations for the next 12 months. There is no assurance that we will receive additional money from these options and our existing shareholders are under no legal duty to provide us with additional financing nor have our shareholders committed to provide us with additional financing.
On April 8, 2017, the Company entered into an agreement with FE Pharmacy Inc. whereby in consideration for the issuance of 475,000,000 post reverse stock split common stock of Kallo, FE Pharmacy Inc. assumed and will pay all of the Company's outstanding indebtedness as at April 7, 2017. Management believes that with this agreement in place, it can concentrate on bringing the potential projects as detailed below to fruition
and any additional funding can be met through one of the three options mentioned above.
On January 23, 2014, we announced the signing of a US$200,000,925 (Two Hundred million nine hundred and twenty-five US dollars) Supply Contract with the Ministry of Health and Public Hygiene of the Republic Of Guinea. On April 14, 2015, the Minister of Health and Public Hygiene, in a letter confirmed the selection of Kallo Inc., as supplier pursuant to the MobilCare
TM
Supply Contract, to design and build specialized hospitals in the regions of Conakry, Kindia, Labe, Kankan and Nzerekore, and asked Kallo to mobilize its technical teams for site visits to engage in preliminary studies for the construction of these hospitals.
In addition to the primary supply contract, on April 6, 2015, the Government of Guinea signed an addendum to the agreement expanding the project by $54,916,600.
Under the Supply Contract, Kallo will implement an integrated healthcare delivery solution for the Republic of Guinea. The components of the solution include, MobileCare, RuralCare, Hospital Information Systems, Telehealth
Systems, Pharmacy Information, disaster management, air and surface patient transportation systems and clinical training.
In 2017 the Government of Ghana initiated several discussions with Kallo Inc., to revisit how the Ministry of Defense – Military Hospital requirements, the Ministry of Health healthcare infrastructure requirements and the Ministry of Education Teaching Hospital infrastructure requirements can be met using the Kallo Integrated Delivery Model. The success of these discussions confirmed Ghana's continued belief in the Kallo Integrated Delivery System, as the best solution for the nations healthcare infrastructure development, which is very encouraging for our continued business in Ghana.
On 20th June, 2017, Kallo Inc.'s branch office was legally registered in Ghana. A valid tax identification number was issued and this number is to be used by Kallo in all of its transactions within Ghana. We have incorporated four SPVs (Special Purpose Vehicles / Companies) to oversee the various projects Kallo intends to operate in Ghana. The SPVs are all incorporated under the laws of Ghana as private companies.
Kallo has entered into four major concession agreements with four key governmental institutions in Ghana. Kallo Inc., through its SPVs has entered into the following concession arrangements for the construction and operation of various hospital facilities in Ghana:
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Project Description
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Kallo SPV
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1
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Tamale Military Hospital project
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K-TMH Ghana Limited
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2
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Cape Coast Teaching Hospital project
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K-UCC Cape Coast Limited
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3
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Sunyani Teaching Hospital project
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K-UENR Sunyani Limited
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4
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Ho Teaching Hospital project
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K-UHAS Ho Limited
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These agreements are effective upon execution and the concession period will start from the date on which financial close is achieved with the Lenders and all conditions precedent are satisfied or waived.
The financing has not closed yet and there is no guarantee that financial close will be achieved.
We are also having very active discussions with other neighboring countries in Africa such as Niger, South Africa, and Nigeria for further expansion of our businesses in the region.
In 2017, we have also initiated project negotiations in Canada with two First Nations Groups to provide innovative solutions to increase accessibility and monitoring and management of medication from prescription to consumption with direct reporting to the provincial ministries.
Project Financing for the projects is being arranged by Seawave Invest Ltd. Bahamas, Nova Capital Global LLC, New York, and GRISSAG AG (PTY) LTD and the risk guarantees are being provided by the African Guarantee Fund and the Multilateral Investment Guarantee Agency (MIGA), the Political Risk Insurance arm of the World Bank Group.
In order to manage the aggressive expansion of our business, we have entered into collaboration agreements with TAHPI, an international company with expertise in Health Service Planning, Health Facility Planning, Architecture and Interior Design on 30
th
June 2017 and FORTA MEDICAL, an advanced off-site building methods company on 28th July 2017. FORTA offers healthcare facilities based on a fast– track modular design and construction solutions with minimal disruption to the surrounding facilities operation. Their advanced factory prefabrication helps shorten project construction timetables in a way that is not achievable with on–site building technologies. These collaborations will augment Kallo's project delivery capacity and our ability to deliver complex projects in multiple geographies.
Kallo has also secured renewed commitment from our technology partners and technology infrastructure providers.
Plan of Operation
The following plan of operation contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth elsewhere in this document. Because of the speculative nature of our operations and the nature of the African countries we are attempting to do business with, there is no assurance that any of the planned operations will occur
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We continue to develop components of Kallo Integrated Delivery System:
Kallo Integrated Delivery System (KIDS)
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☐
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MobileCareTM – a mobile trailer that opens into a state of the art clinical setup in a vehicle equipped with the latest technology in healthcare. More than just a facility, MobileCare TM can instantly connect the onboard physician with specialists for on-demand consultation via satellite through its Telehealth system. This is truly a holistic approach to delivering healthcare to the remotely located. For many rural communities, the nearest hospital, doctor or nurse may be hundreds of kilometers away. In many cases, this gap can be bridged using Telehealth technology that allows patients, nurses and doctors to talk as if they were in the same room
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☐
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RuralCare
TM
– prefabricated modular healthcare units focused in rural areas where no roads infrastructure is available. They are equipped to provide primary healthcare including X-Ray, ultrasound, surgery, pharmacy and lab services. Ranging from 1,200 to 3,800 square feet, these clinics can be up and running in disaster zones or rural areas in as little as one week. Similar to the MobileCare
TM
product, RuralCare
TM
also utilizes satellite communications to access the Telehealth system
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Kallo's healthcare mission is to
"reach the unreached".
The end-to-end solution includes the following:
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☐
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Global response center
– located in the Kallo headquarters in Canada, this is the escalation point for the coordination of delivery of Telehealth and eHealth support. It consists of both the Clinical Command Center and the Administrative Command Center
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☐
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Regional response centers, Clinical and Administrative Command centers
– located in the urban area hospitals and connected with satellite communications, these centers coordinate all aspects of the healthcare delivery solution with the Mobile clinics and Rural clinics including clinical services, Telehealth services, pharmacy and medical consumable coordination as well as escalations to the Global response center
.
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Kallo University
– provides education, training and development of local resources for all aspects of the healthcare delivery which includes clinical, engineering and administration
.
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Emergency Medical Services
– provides ground and air ambulance vehicles for emergency patient transport
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Our end to end delivery solution is equipped with necessary medical equipment as per regional healthcare requirements. We also install our copyrighted software and third party software as required along with a 5 year support agreement renewable after the 5 year initial term that includes the medical equipment, software licenses, installation implementation and training. This generates an ongoing revenue stream for service, maintenance, spare-parts, and consumables
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Sales Go-To-Market Strategy
Our Sales Go-To-Market Strategy is segmented based on the varying needs of our customers in the following three categories:
Full solution
with Kallo Integrated Delivery System (KIDS) – typically longer sales cycle and includes the end to end solution of Mobile Clinics, Rural Poly Clinics, Global and Regional response centers, Clinical and Administrative command centers, telehealth support, Kallo University training, pharmacy and medical consumable support and Emergency services with ground and air ambulance vehicles. This solution is focused on the end to end healthcare needs of developing countries.
Component Solutions
– typically mid-term sales cycle and includes any of the components of the KIDS implementation without the full support structure. This strategy is focused on augmenting healthcare support where needed, such as, disaster management, North American First Nations, medical equipment supply, installation and testing.
Technology Solutions
– typically short-term sales cycle and includes elements of the KIDS program that can enhance existing healthcare solutions. These would include our Hospital Management System, Consulting services, Bio Medical support, Mobile or Fixed Clinic manufacturing, etc. This strategy is focused on enhancing existing healthcare environments globally
Our milestones during the next twelve months are:
1.
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To follow-up completion of the financing process with financiers and the respective governments.
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2.
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To pursue working capital raise with Financial institutions and private placements.
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To complete our organization restructuring and continue to build our infrastructure and resources for operations and management.
Need for additional capital
The Company has incurred operating losses since inception and has an accumulated deficit and a working capital deficit at June 30, 2017. The Company is expected to incur additional losses as it executes its go to market strategy. This raises substantial doubt about the Company's ability to continue as a going concern.
We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a business enterprise, including limited capital resources and possible cost overruns due to price increases in services and products.
To become profitable and competitive, we have to sell our products and services.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders
Results of operations
Revenues
We did not generate any revenues during the six months ended June 30, 2017 or 2016.
Expenses
During the three months ended June 30, 2017 we incurred total expenses of $5,348,024, including $5,419,984 in salaries and compensation, $53,623 in interest and financing costs, $89,507 in loss on foreign exchange, $6,347 loss in fair value of derivative liabilities and $5,759 as other expenses offset by $227,196 gain on extinguishment of convertible promissory notes whereas during the three months ended June 30, 2016 we incurred total expenses of
$1,452,630, including $948,749 in salaries and compensation, $15,766 in depreciation, $39,056 in professional fees, $24,216 in selling and marketing expenses, $128,805 in interest and financing costs, $103,033 loss in change in fair value on derivative liabilities, $104,018 impairment on assets, $6,594 in loss on foreign exchange and $82,393 as other expenses.
The increase in our total expenses for the three months ended June 30, 2017 from the comparative period is mainly due to stock based compensation of $5,318,964 offset by a decrease in other salaries and compensation of $847,729, a decrease in professional fees of $39,056, a decrease in interest and financing costs of $75,182, a decrease in loss in fair value of derivative liabilities of $96,686, a gain on extinguishment of convertible promissory notes and a decrease in other expenses. Notwithstanding the increase in total expenses due to the issuance of shares to remaining management team, there has been a slow down of the operations pending the finalization of new contracts. Several employees left the Company causing a significant reduction in salaries and compensation. The decrease in interest and financing costs is due to lower convertible promissory notes as these were converted into shares and settled.
During the six months ended June 30, 2017 we incurred total expenses of $5,659,809, including $5,597,849 in salaries and compensation, $2,940 in selling and marketing expenses, $112,016 in interest and financing costs, $3,012 in loss in fair value of derivative liabilities, $118,958 in loss on foreign exchange and $52,230 as other expenses offset by $227,196 gain on extinguishment of convertible promissory notes whereas during the six months ended June 30, 2016 we incurred total expenses of $2,260,262, including $1,390,747 in salaries and compensation, $31,533 in depreciation, $94,627 in professional fees, $24,624 in selling and marketing expenses, $194,219 in interest and financing costs, $145,462 in loss in fair value of derivative liabilities, $104,018 impairment of assets, $78,148 loss on foreign exchange and $196,884 in other expenses.
The increase in salaries of $4,207,102 is mainly due to the stock based compensation of $5,318,964 offset by a decrease of $1,111,862 in other salaries and compensation and a decrease of $94,627 in professional fees is due to significant curtailing of operations as the new contracts that Kallo was expecting did not materialize and the departure of several employees. There is also a decrease in interest and financing costs of $82,203, decrease of impairment on assets of $104,018 and a decrease in change in fair value of $142,450 on the convertible promissory.
Net Loss
During the three months ended June 30, 2017 we did not generate any revenues and incurred a net loss of $5,348,024 compared to a net loss of $1,452,630 during the same period in 2016. The main reasons were the increase in salaries and compensation offset by a decrease in professional fees for the reasons discussed above.
During the six months ended June 30, 2017 we did not generate any revenues and we incurred a net loss of $5,659,809 compared to a net loss of $2,260,262 during the same period in 2016. The main reasons were the increase in salaries and compensation offset by a decrease in professional fees for the reasons discussed above.
Liquidity
and capital resources
As at June 30, 2017, the Company had current assets of $3,842,694 and current liabilities of $4,220,995, indicating working capital deficiency of $378,301. As of June 30, 2017, our total assets were $3,806,946 in assignment of liabilities and $35,748 in prepaid expenses and our total liabilities were $4,220,995 comprised of $3,101,602 in accounts payable and accrued liabilities, $25,087 in derivative liabilities, $19,723 in convertible promissory notes, convertible loans payable of $918,822, $139,053 in liability for share issuance and short term loans of $16,708.
Cash used in operating activities amounted to $261 during the six months ended June 30, 2017, primarily as a result of the net loss adjusted for non-cash items and various changes in operating assets and liabilities.
There was no cash used in investing activities during the current six months period ended June 30, 2017.
Cash provided by financing activities during the six months ended June 30, 2017 amounted to $261 and represented mainly proceeds from short term loans payable.