Liquidity and Capital Resources

Operating activities.  Net cash used in operating activities for the three months ended June 30, 2020 was $215,092 compared to $6,868 for the three months ended June 30, 2019. This net increase was largely due to the higher level of overhead costs following the Company’s recent adoption of a new business strategy in early 2020, as further noted above.

Financing activities. Net cash provided by financing activities was $292,000 for the three months ended June 30, 2020 compared to $8,000 for the three months ended June 30, 2019. This increase was largely due to the private sales of common stock in the amount of $240,000 and the issuance of convertible notes payable in the amount of $52,000 (net of transaction cost of $3,000).

Prior to the three months ended June 30, 2019, the Company entered into an equity subscription agreement with a third party investor in February 2020, whereby the Company agreed to sell the third party 640,000 shares of restricted common stock and a large number of common stock purchase warrants, in exchange for a cash payment to the Company of $90,000, and the performance of certain other obligations. The Company’s planterms and conditions of operation isthis memorandum agreement were subject to re-build wheelchairs in disrepair, market its services and sell wheelchairs. Asthe negotiation of December 31, 2017, we had $5,382 cash on hand. We will apply any proceedsa definitive agreement between the parties. To date, the parties have not reached such definitive agreement. Accordingly, the Company has recorded the $90,000 payment received from future revenues to help cover our expenditures. At this time, management does not anticipatethe third party as a current liability with the expectation that it will eventually either be requiredconverted into some form of equity, converted to seek outside fundinga term loan, or refunded to keep its business operational for the next twelve months. However, doesthird party.

We have not preclude managementgenerated a net profit from seeking funding in the future.

If and when the time comes that we seek funding, we plan to rely on equity sales of our common sharesinhaler products beginning in orderearly 2020. Additionally, we had a working capital deficit of $1.3 million as of June 30, 2020. Accordingly, we will need to continueraise additional capital to fund our businessfuture operations. And,Until such time that we would havecan generate substantial net profit from operations, if ever, we expect to issuefinance our operating activities through a combination of equity offerings and debt financings and we may seek to raise additional capital through strategic collaborations.

However, we may be unable to raise additional funds or enter into such arrangements when needed on favorable terms, or at all, which would have a negative impact on our financial condition and could force us to delay, limit, reduce or terminate our operations. Failure to receive additional funding could cause us to cease operations, in part or in full. Furthermore, even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital due to favorable market conditions or strategic arrangement with a third party. Issuances of additional shares will result inconsiderations, which may cause dilution to our existing shareholders. There is no assurancestockholders.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has generated limited revenues and has suffered recurring losses totaling $4,167,799 since inception. These factors, among others, indicate that we will achieve any of additional sales of our equity securities or other financing to fund our business operations. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any future acquisitions of other businesses, technologies, services or product(s) might require the Company to obtain additional equity or debt financing, which might notmay be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.

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Going Concern

Our independent auditors included an explanatory paragraph in their report on the March 31, 2017 audited financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our abilityunable to continue as a going concern is contingent uponfor a reasonable period of time. The consolidated financial statements do not contain any adjustments to reflect the successful completionpossible future effects on the classification of additional financing arrangementsassets or the amounts and our ability to achieve and maintain profitable operations.

Therefore, management plans to raise equity capital to finance the operating and capital requirementsclassification of the Company. Whileliabilities that may result should the Company is devoting its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's abilityunable to continue as a going concern.

Summary of any product research and development that we will perform for the term of our plan of operation.

We do not anticipate performing any product research and development under our current plan of operation.

Expected purchase or sale of plant and significant equipment.

We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time.

Significant changes in the number of employees.

As of December 31, 2017, we did not have any employees. We are dependent upon our two officers for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.

Liquidity and Capital Resources

The Company is authorized to issue 200,000,000 shares of its $0.001 par value common stock. As of December 31, 2017, the Company has 2,865,172 shares of common stock issued and outstanding.

The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. In order for the Company to remain a Going Concern it will need to find additional capital or generate revenues. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders),or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all.

Management believes the Company has sufficient cash assets to fund its operations and keep the Company fully reporting for the next twelve (12) months, without seeking additional outside funding.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

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Critical Accounting Policies and Estimates

Revenue Recognition: We recognize revenue from product sales once allOur discussion and analysis of the following criteria for revenue recognitionour financial condition and results of operations are based on consolidated financial statements which have been met: pervasive evidence that an agreement exists;prepared in accordance with generally accepted accounting principles in the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured.

New Accounting Standards

United States. The Company's management has evaluated all the recently issued accounting pronouncements through the filing datepreparation of these financial statements requires us to make estimates and does notjudgments that affect the reported amounts of assets, liabilities, revenues and expenses.  We believe that anycertain accounting policies affect our more significant judgments and estimates used in the preparation of these pronouncements will haveour consolidated financial statements.  See our Annual Report on Form 10-K for the year ended March 31, 2020, as filed with the SEC on June 29, 2020, for a material impact on the Company's financial positionfurther description of our critical accounting policies and results of operations.estimates.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information for this Item 3. Quantitativeis not required as the Registrant is a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure controls and Qualitative Disclosures about Market Risk.procedures

Not applicable.

Item 4T. ControlsWe have established and Procedures

Evaluationmaintain a system of Disclosure Controls and Procedures

Our disclosure controls and procedures as defined in Rule 13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),that are designed to ensureprovide reasonable assurance that information required to be disclosed in our reports filed or submitted underwith the Securities and Exchange Commission pursuant to the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms adopted byof the SEC,Commission and that such information is accumulated and communicated to our management, including theour Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), to allow timely decisions regarding required disclosures.

Management, with the participationAs of theJune 30, 2020, our Chief Executive Officer and the Chief Financial Officer has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act).  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and proceduresQuarterly Report were not effective because of the "material weaknesses" described below under "Management's report on internal control over financial reporting," which are in the processa lack of being remediatedsegregation of duties, as described below under "Management Plan to Remediate Material Weaknesses."

Management'sin Item 9A. of our Annual Report on Internal Control over Financial Reporting

Our management is responsibleForm 10-K for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting,the year ended March 31, 2020, which we view as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervisionan integral part of our Chief Executive Officerdisclosure controls and Chief Financial Officer and affected by our Boardprocedures.

The lack of Directors, management and other personnel to provide reasonable assurance regarding their liabilitysegregation of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that:

·

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could haveduties referenced above represents a material effect on our financial statements

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Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknessesweakness in our internal controls over financial reporting.  As a result, our internal control over financial reporting was not effective as of December 31, 2017.

A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting suchNotwithstanding this weakness, management believes that there is a reasonable possibility that a material misstatement of a company's annual or interimthe consolidated financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management'sincluded in this report on internal controls overfairly present, in all material respects, our consolidated financial reporting required for this quarterly report on Form 10-Q, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:

1.

lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

2.

insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;

We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial conditionposition and results of operations as of and for the periodquarter ended December 31, 2017. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.June 30, 2020.

Management Plan to Remediate Material Weaknesses

Management is pursuing the implementation of corrective measures to address the material weaknesses described below. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

(b) Changes in internal controls over financial reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this reportquarter ended June 30, 2020, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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