Table of Contents




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017MARCH 31, 2018
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53183

KALLO INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

225 Duncan Mills Road
Suite 504
Toronto, Ontario
Canada M3B 3H9
(Address of principal executive offices, including zip code.)

(416) 246-9997
(Registrant's telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days. YES ☒    NO  ☐☐

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 (SS 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). YES ☒     NO ☐☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

 Large Accelerated Filer☐ Accelerated Filer☐
 Non-accelerated Filer☐ Smaller Reporting Company☒
 Emerging Growth Company☐   
 (Do not check if smaller reporting company)   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐☒     NO ☒☐

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicated the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 9,907,548,9541,135,699,249 as of November 21, 2017.May 1, 2018.




 
Table of Contents

KALLO INC.
SEPTEMBER 30, 2017


TABLE OF CONTENTS

 PAGE
  
PART I
3
  
Item 1.
Financial Statements.3
   
 
Unaudited Consolidated Balance Sheets
3
   
 
Unaudited Consolidated Statements Of Operations
4
   
 
Unaudited Consolidated Statements Of Cash Flows
5
   
 
Notes to Unaudited Consolidated Financial Statements
6
   
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Forward-Looking Statements		119
   
Item 2.   
Management's Discussion and Analysis of Financial Condition and Results of Operations.
10
Item 3.
Quantitative and Qualitative Disclosures about Market Risk.
15
Item 4.   
Controls and Procedures.
15
   
Item 4.PART II
Controls and Procedures.
Item 1.   
Legal Proceedings.
16
   
PART II
Item 1A.		16
Item 1.Risk Factors.
Legal Proceedings.16
   
Item 6.  
Item 1A.Exhibits.
Risk Factors.16
Item 6.
Exhibits.1718
   
Signatures
1921
  
Exhibit Index
2022









-2 --
Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS.

KALLO INC.
Consolidated Balance Sheets
(Amounts expressed in US dollars)
(Unaudited)

  March 31,  December 31, 
ASSETS 2018  2017 
Current Assets:      
Prepaid expenses $4,000  $4,000 
Total Current Assets  4,000   4,000 
         
TOTAL ASSETS $4,000  $4,000 
         
LIABILITIES AND STOCKHOLDERS' DEFICIENCY        
Current Liabilities:        
Accounts payable and accrued liabilities $3,373,071  $3,362,802 
Convertible loans payable – third parties  221,647   215,520 
Short term loans payable  17,359   17,827 
Convertible loans payable – related parties  755,560   734,246 
Total Current Liabilities  4,367,637   4,330,395 
TOTAL LIABILITIES  4,367,637   4,330,395 
         
Commitments and Contingencies        
         
Stockholders' Deficiency        
Preferred stock, $0.00001 par value, 100,000,000 shares authorized,
95,000,000 Series A preferred shares issued and outstanding
  950   950 
Common stock, $0.00001 par value, 1,150,000,000 shares authorized, 1,135,699,249 and 1,135,699,249 shares issued and outstanding, respectively  11,357   11,357 
Additional paid-in capital  41,435,879   41,435,879 
Assignment of liabilities  (3,571,366)  (3,600,452)
Accumulated deficit  (42,240,457)  (42,174,129)
         
Total Stockholders' Deficiency  (4,363,637)  (4,326,395)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $4,000  $4,000 

  
September 30,
2017
  
December 31,
2016
 
ASSETS      
Current Assets:      
Prepaid expenses $35,748  $57,011 
Total Current Assets  35,748   57,011 
         
TOTAL ASSETS $35,748  $57,011 
         
LIABILITIES AND STOCKHOLDERS' DEFICIENCY        
Current Liabilities:        
Bank overdraft $-  $211 
Accounts payable and accrued liabilities  3,280,234   2,731,879 
Derivative liabilities  25,087   270,581 
Convertible promissory notes, net of discount of $Nil and $8,872 respectively  19,723   324,586 
Convertible loans payable – third parties  217,458   191,510 
Short term loans payable  17,918   16,215 
Convertible loans payable – related parties  730,182   615,163 
Liability for issuable shares  156,435   - 
Deferred lease inducement  -   1,260 
Total Current Liabilities  4,447,037   4,151,405 
TOTAL LIABILITIES  4,447,037   4,151,405 
         
Commitments and Contingencies        
         
Stockholders' Deficiency        
Preferred stock, $0.00001 par value, 100,000,000 shares authorized,
95,000,000 Series A preferred shares issued and outstanding
  950   950 
Common stock, $0.00001 par value, 15,000,000,000 shares authorized, 9,907,548,954 and 8,098,742,772 shares issued and outstanding, respectively.  99,076   80,988 
Additional paid-in capital  40,323,664   30,965,822 
Assignment of liabilities  (3,694,831)  - 
Accumulated deficit  (41,140,148)  (35,142,154)
         
Total Stockholders' Deficiency  (4,411,289)  (4,094,394)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $35,748  $57,011 


See accompanying notes to the unaudited consolidated financial statements
-3 --
Table of Contents

KALLO INC.
Consolidated Statements of Operations
(Amounts expressed in US dollars)
(Unaudited)


  
Three Months Ended
September 30,
  
Nine months Ended
September 30,
 
  2017  2016  2017  2016 
             
             
Operating Expenses            
General and administration $195,576  $426,880  $5,845,655  $2,109,138 
Selling and marketing  1,384   456   4,324   25,080 
Impairment of assets  -   -   -   104,018 
Depreciation  -   -   -   31,533 
Operating loss  (196,960)  (427,336)  (5,849,979)  (2,269,769)
                 
Interest and financing costs  (28,817)  (64,501)  (140,833)  (258,720)
Change in fair value on derivative liabilities  -   57,778   (3,012)  (87,684)
Gain on extinguishment of derivative liability  -   -   227,196   - 
Foreign exchange (loss) gain  (112,408)  39,663   (231,366)  (38,485)
                 
Net Loss $(338,185) $(394,396) $(5,997,994) $(2,654,658)
                 
                 
Basic and diluted net loss per share $(0.00) $(0.00) $(0.00) $(0.00)
                 
Weighted average shares used in calculating                
Basic and diluted net loss per share  9,907,440,258   8.098,742,772   9,287,116,297   7,366,923,856 









  Three Months Ended 
  March 31, 
  2018  2017 
       
       
Operating Expenses      
General and administration $122,820  $226,773 
Selling and marketing  -   503 
Operating loss  (122,820)  (227,276)
         
Interest and financing costs  (27,442)  (58,393)
Change in fair value on derivative liabilities  -   3,335 
Foreign exchange (loss) gain  83,934   (29,451)
         
Net Loss $(66,328) $(311,785)
         
         
Basic and diluted net loss per share $(0.00) $(0.02)
         
Weighted average shares used in calculating        
Basic and diluted net loss per share  1,135,699,249   14,212,931 











See accompanying notes to the unaudited consolidated financial statements

-4 --

KALLO INC.
Consolidated Statements of Cash Flows
(Amounts expressed in US dollars)
(Unaudited)


 Three Months Ended 
 
Nine months Ended
September 30,
  March 31, 
 2017  2016  2018  2017 
            
CASH FLOWS FROM OPERATING ACTIVITIES            
Net Loss $(5,997,994) $(2,654,658) $(66,328) $(311,785)
Adjustment to reconcile net loss to cash used in operating activities:                
Depreciation  -   31,533 
Stock based compensation  5,336,374   448,500 
Change in fair value on derivative liabilities  3,012   87,684   -   (3,335)
Gain on extinguishment of derivative liability  (227,196)  - 
Impairment of assets  -   104,018 
Interest and penalties  129,982   149,179   27,441   50,219 
Deferred lease inducement  (1,260)  (10,337)  -   (1,260)
Amortization of debt discount  8,872   107,873   -   6,194 
Unrealized foreign exchange loss  30,974   26,058 
Unrealized foreign exchange (gain) loss  (85,063)  8,134 
Changes in operating assets and liabilities:                
(Increase) decrease in prepaid expenses and deposit  21,263   51,841 
Increase (decrease) in accounts payable and accrued liabilities  695,712   1,329,848 
Decrease in prepaid expenses and deposit  -   21,263 
Increase in accounts payable and accrued liabilities  123,950   230,348 
NET CASH USED IN OPERATING ACTIVITIES  (261)  (328,461)  -   (222)
                
                
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from short term loans payable  472   -   -   189 
Decrease in bank indebtedness  (211)  - 
Proceeds from other convertible notes ($268,311 from related parties in 2016)  -   323,667 
Increase in bank indebtedness  -   33 
NET CASH PROVIDED BY FINANCING ACTIVITIES  261   323,667   -   222 
                
Effect of exchange rate changes on cash  -   7   -   - 
                
NET (DECREASE) INCREASE IN CASH  -   (4,787)  -   - 
CASH - BEGINNING OF PERIOD  -   4,998   -   - 
CASH - END OF PERIOD $-  $211  $-  $- 
SUPPLEMENTAL CASH FLOW INFORMATION                
Income tax paid $-  $-  $-  $- 
Interest paid $-  $-  $-  $- 
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES
                
Conversion of promissory notes into common shares $60,954  $217,151  $-  $60,954 
Convertible loan payable for expenses paid directly by lender $27,151  $5,434   -   22,346 
Stock issued to related party for current and future settlement of accounts payable and convertible debts $4,135,037  $- 
Settlement of promissory notes and accounts payable by FE Pharmacy, Inc. $440,206  $- 
Settlement of accounts payable by FE Pharmacy, Inc.  29,086   - 






See accompanying notes to the unaudited consolidated financial statements

-5 --
KALLO INC.
Notes to Consolidated Financial Statements
September 30, 2017March 31, 2018
(Amounts expressed in US dollars)
(Unaudited)


NOTE 1 – BUSINESS AND GOING CONCERN

Organization

Kallo Inc. ("Kallo" or the "Company") develops customized health care solutions designed to improve or enhance the delivery of care in the countries and regions we serve.

Going Concern

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The amounts of assets and liabilities in the consolidated financial statements do not purport to represent realizable or settlement values. The Company has incurred operating losses since inception and has an accumulated deficit and a working capital deficit at September 30, 2017.March 31, 2018. 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.

The Company has met its historical working capital requirements from the sale of common shares and short term loans. In order to not burden the Company, the officer/stockholder has agreed to provide funding to the Company to pay its annual audit fees, filing costs and legal fees as long as the board of directors deems it necessary. However, there can be no assurance that such financial support shall be ongoing or available on terms or conditions acceptable to the Company. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 – ACCOUNTING POLICIES AND OPERATIONS

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X related to smaller reporting companies. These unaudited consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and notes, which are included as part of the Company's Form 10-K filed with the SEC for the year ended December 31, 2016.2017.

Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited consolidated financial statements for fiscal year ended December 31, 20162017 as reported in the 10-K have been omitted. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation, have been included in the accompanying unaudited consolidated financial statements.

Recently Adopted Accounting Pronouncements

Management doesIn May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The effective date will be the first quarter of fiscal year 2018 using one of two retrospective application methods or a cumulative effect approach. The Company applied the amendment retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application but it did not expect the adoption of recently issued accounting pronouncements to have a significantmaterial impact on our results of operations,the consolidated financial position or cash flow.statements as there were insignificant revenues in the past.




-6 --

KALLO INC.
Notes to Consolidated Financial Statements
September 30, 2017March 31, 2018
(Amounts expressed in US dollars)
(Unaudited)


NOTE 3 – COMMON STOCK

During the ninethree months period ended September 30, 2017, the holders of promissory notes converted the principalMarch 31, 2018, there were no movements in share capital issued and the related interest outstanding of $39,644 into 720,806,182 shares.  The fair value of the derivative liability associated with the notes that were converted, $21,310 was reclassified to equity upon conversion.  Therefore the Company recorded $60,954 in conjunction with the conversions.outstanding.

On April 18, 2017, the Board of Directors approved a reverse stock split of the authorized and outstanding shares of common stock on a 1 for 600 basis, after which, the authorized number of common stock will decreasedecreased from 15,000,000,000 to 25,000,000. After the completion of the reverse stock split, the Board of Directors approved the increase of the authorized number of common stock from 25,000,000 to 1,150,000,000. As FINRA has not yet approved the reverse stock split yet, it is not effective yet. Therefore, thein December 2017. The common share and per common share data in these financial statements and related notes hereto have not been retroactively adjusted to account for the effect of the reverse stock split for all periods presented prior to April 18, 2017.

After the approval of the reverse stock split by FINRA, the 9,907,548,954 common shares outstanding as at October 11, 2017 will be adjusted to 16,512,582 post reverse stock split common shares. Also, 1,086,186,666 additional post reverse stock split common shares will be issued to make whole for the shares issued after April 18, 2017, as detailed below.presented.

On April 8, 2017, the Company entered into an agreement with FE Pharmacy Inc., a company controlled by a shareholder of Kallo, and a related party, 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. Because FINRA has not approved the reverse stock split yet, the 475,000,000 shares issued during the quarter ended June 30, 2017 will be reduced to 791,667 when the reverse stock split becomes effective and 474,208,333 additional post reverse stock split shares will be issued to make them whole again. The 475,000,000 shares issuable to FE Pharmacy Inc. has been valued at the book value of the total liabilities assigned to FE Pharmacy Inc. of $4,135,037. The assignment of the liabilities to FE Pharmacy Inc. has been recorded as a receivable in the equity section of the consolidated balance sheet and will be reduced as the liabilities are settled by FE Pharmacy Inc. During the quarter ended September 30, 2017,March 31, 2018, the assignment of liabilities amount has been reduced by $320,000 cash settlement of convertible promissory notes and $120,206$29,086 cash settlement of accounts payable.

On May 25, 2017, the Company approved the issuance of 595,000,000 post reverse stock split common stock valued at $5,179,678 to various directors and employees as compensation for services rendered. During the period ended September 30, 2017, the Company also approved the issuance of 16,000,000 post reverse stock split common stock valued at $139,285 to the controlling shareholder of FE Pharmacy Inc. and a related party as compensation for services rendered and for nominal cash and also the issuance of 2,000,000 post reverse stock split common stock valued at $17,411 to a party related to the controlling shareholder of FE Pharmacy Inc. as compensation for services rendered. Because FINRA has not approved the reverse stock split yet, the 613,000,000 shares issued during the period ended September 30, 2017 will be reduced to 1,021,667 when the reverse stock split becomes effective and 611,978,333 additional post reverse stock split shares will be issued to make them whole again. It was determined that the unissued shares relating to the compensation for services to the consultant is a derivative under ASC 815 and therefore the related amount of $156,435 is shown as a liability for issuable shares on the Consolidated Balance Sheet.

During the ninethree months period ended September 30, 2016,March 31, 2017, the holders of promissory notes converted the principal and the related interest outstanding of $128,928$39,644 into 2,450,352,026720,806,182 shares. The fair value of the derivative liability associated with the notes that were converted, $88,223$21,310 was reclassified to equity upon conversion. Therefore the Company recorded $217,151$60,954 in conjunction with the conversions.

During the nine months period ended September 30, 2016, the Board of Directors approved the issuance of 4,485,000,000 common shares to various directors and employees for a total amount of $448,500. On September 12, 2016, the Company rescinded its decision to issue the 4,485,000,000 common shares to various directors and employees.

KALLO INC.
Notes to Consolidated Financial Statements
September 30, 2017
(Amounts expressed in US dollars)
(Unaudited)

NOTE 4 – RELATED PARTY TRANSACTIONS

During the nine months period ended September 30, 2017, $27,151 was received from a director and an affiliate of the Company and is included in the convertible loans payable to related parties.

Included in accounts payable and accrued liabilities is an amount of $574,739$726,078 (December 31, 2017 - $667,239) due to directors of the Company as at September 30, 2017.

NOTE 5 – CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES

The convertible promissory notes are unsecured and bear interest at between 8% and 12% per annum with all principal and accrued interest due and payable between one and two years from the dates of execution of the Notes. The Notes are due and were issued as disclosed in the following table. The Holders of the Notes can, in lieu of payment of the principal and interest, elect to convert such amount into common shares of the Company at the conversion price per share disclosed. The following table represents the remaining note outstanding as at September 30, 2017:

Face amountInterest rateDue dateConversion price per share
Promissory note of $50,00012%February 3, 2017
65% of the lowest trading price over the last
25 trading days

During the period ended September 30, 2017, there were no new promissory notes.  On September 30, 2017, all the derivative liabilities were valued at $25,087 which resulted in a loss in fair value of $3,012 for the period ended September 30, 2017.  The debt discounts are amortized over the terms of the respective Notes and were $8,872 at September 30, 2017 and, together with interest and penalties of $45,909 on the promissory notes, are included in net finance charge of $112,016 for the period ended September 30, 2017 included in the consolidated statement of operations. The fair value of the embedded conversion feature is estimated at the end of each quarterly reporting period using the Multinomial lattice model.

The following table illustrates the fair value adjustments that were recorded related to the level 3 derivative liabilities, associated with the convertible promissory notes:

  September 30, 2017 
Fair value as at Beginning of Period $270,581 
Elimination associated with payment of the note in cash by FE Pharmacy Inc.  (227,196)
Elimination associated with conversion of promissory notes  (21,310)
Change in fair value loss (gain)  3,012 
Fair value as at End of Period $25,087 

A summary of the promissory notes is as follows:

  September 30, 2017  September 30, 2016 
Balance as at Beginning of Period $324,586  $229,377 
Interest and Penalties  45,909   77,860 
Converted into shares  (39,644)  (128,928)
Settled by FE Pharmacy Inc. in cash  (320,000)  - 
Amortization of debt discount  8,872   107,873 
Balance as at End of Period $19,723  $286,182 
Convertible notes – short term  (19,723   (286,182 
Convertible notes – long term $-  $- 

KALLO INC.
Notes to Consolidated Financial Statements
September 30, 2016
(Amounts expressed in US dollars)
(Unaudited)March 31, 2018.


NOTE 5 – CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES (continued)

Convertible promissory notes are accounted for at fair value by level within the fair value hierarchy at September 30, 2017 and December 31, 2016 as follows:

September 30, 2017            
  Level 1  Level 2  Level 3  Total 
Liabilities:            
Derivative liabilities $-  $-  $25,087  $25,087 

December 31, 2016            
  Level 1  Level 2  Level 3  Total 
Liabilities:            
Derivative liabilities $-  $-  $270,581  $270,581 


NOTE 65 – CONVERTIBLE LOANS PAYABLE

 
September 30,
2017
  
December 31,
2016
  
March 31,
2018
  December 31, 2017 
            
Convertible promissory notes bearing interest at 15% per annum – third party $217,458  $191,510  $221,647  $215,520 
Convertible promissory notes bearing interest at 15% per annum – related parties  730,182   615,163   755,560   734,246 
 $947,640  $806,673  $977,207  $949,766 

During the nine month period ended September 30, 2017, $27,151 was received in cash forThe Convertible loans payable which bear 15% interest per annum and are convertible at a fixed price at any time during thetheir 1 year term.  The company has the option to pay the note at any time.  The company analyzed the conversion option for derivative accounting consideration under ASC Topic 815-40, Derivatives and Hedging – Contract in Entity's Own Stock and concluded that the embedded conversion was a derivative but the fair value of the feature was immaterial.zero. The total outstanding notes from this debt offering is $947,640,$977,207, including accrued interest, of which $730,182$755,560 is to from related parties. Interest of $84,073$27,441 on the convertible loans payable are included in net finance charge of $140,833 for the period ended September 30, 2017March 31, 2018 included in the consolidated statement of operations. $972,402 of the above convertible loans payable were in default as at March 31, 2018.

KALLO INC.
Notes to Consolidated Financial Statements
March 31, 2018
(Amounts expressed in US dollars)
(Unaudited)




NOTE 76 – SHORT TERM LOANS PAYABLE

 
September 30,
2017
 
December 31,
2016
 
     
Non-interest bearing short term funding from third parties $17,918  $16,215 
  $17,918  $16,215 
  
March 31,
2018
  
December 31,
2017
 
       
Non-interest bearing short term funding from third parties $17,359  $17,827 
  $17,359  $17,827 

As at September 30, 2017,March 31, 2018, the balance of $17,918$17,359 represented short term funding provided by third parties which are non-interest bearing, unsecured and have no fixed repayment date.  The amount in Canadian dollars is $22,016 which is subject to revaluation at the end of each quarter.



KALLO INC.
Notes to Consolidated Financial Statements
September 30, 2017
(Amounts expressed in US dollars)
(Unaudited)


NOTE 87 – COMMITMENTS AND CONTINGENCIES

Sales commission agreement

On January 23, 2014, Kallo Inc. announced the signing of a US$200,000,925 Supply Contract with the Ministry of Health and Public Hygiene of the Republic of Guinea (the "Guinea Project"). The Guinea Project is contingent on adequate financing to be obtained by the Government of the Republic of Guinea and this is still ongoing.

Under the Supply Contract, Kallo will implement customized healthcare delivery solutions for the Republic of Guinea. The components of the solutions include, MobileCare, RuralCare, Hospital Information Systems, Telehealth Systems, Pharmacy Information, disaster management, air and surface patient transportation systems and clinical training.

In respect of the Guinea Project mentionned, the Company has agreed with two third parties in Guinea to pay sales commissions for facilitating and securing the Contract with the Ministry of Health of the Republic of Guinea as follows:

-equal to $20,000,000, payable as to an advance of $300,000 immediately after the loan agreement for the Kallo MobileCare and RuralCare program is signed by the Minister of Finance of the Republic of Guinea and the remainder within 7 to 14 business days of receipt of payment for the Project by Kallo in proportion to the payments received by Kallo.

-equal to $4,000,000, payable within 7 to 14 business days of receipt of payment for the Project by Kallo in proportion to the payments received by Kallo. In addition, a performance incentive payment of $1,000,000 will be payable to three persons related to the third party in accordance to the same terms of payment described herein.

On October 13, 2017, Kallo sent notices of termination of the agreements with the above two third parties to be effective 30 days later.

Agreements with suppliers

The Company has entered into agreements with a number of service providers for licensing of software and other professional services to be rendered. The total remaining amount committed is $2,926,527.$2,773,737.

Contingencies

On April 21, 2017, an ex-employee of Kallo obtained a judgement ordering Kallo to pay Canadian $135,959$ 135,959 for unpaid wages and expenses relating to services performed in 2016. The full amount has been accrued for in the financial statements of Kallo.

On October 24, 2016, a consultant obtained a judgement ordering Kallo to pay Canadian $25,000 for unpaid fees. The full amount has been accrued for in the financial statements of Kallo.

On October 6, 2017, Thornley Fallis Communications Inc. ("Thornley") commenced a third party claim against Kallo concerning monies that Kallo allegedly owed to Thornley for redesign of a website and public relation services. Thornley is seeking damages in the amount of Canadian $169,345 plus interest on the amounts outstanding and indemnification of the costs of the action. An amount of Canadian $134,960 has been accrued for in the financial statements of Kallo.

There is also a claim by Commercial Credit Adjusters on behalf of Northwest Company for payment of Canadian $34,000. An amount of Canadian $26,515 has been accrued for in the financial statements of Kallo. Negotiations are in process for the settlement of this debt for a lump sum.

Canada Revenue Agency has assessed the Company for Canadian $360,400 representing unremitted employee source deductions, the full amount of which has been accrued in the financial statements of Kallo.

Responsibility for payments of the above claims has been assumed by FE Pharmacy Inc.under the terms of the agreement mentioned in Note 3.


NOTE 98 – SUBSEQUENT EVENTS

Convertible promissory note

After September 30, 2017, promissory notes for a total of $19,723 were settled in cash for $12,000 andMarch 31, 2018, accounts payable for a total of $45,625$9,774 were settled in cash by FE Pharmacy Inc. under the agreement mentioned in Note 3.

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As used herein, the term "we," "us," "our," and the "Company" refers to Kallo, Inc. a Nevada corporation.

FORWARD-LOOKING STATEMENTS

THIS FORM 10-Q CONTAINS "FORWARD-LOOKING STATEMENTS". FORWARD-LOOKING STATEMENTS ARE STATEMENTS CONCERNING ESTIMATES, PLANS, OBJECTIVES, GOALS, STRATEGIES, EXPECTATIONS, INTENTIONS, PROJECTIONS, DEVELOPMENTS, FUTURE EVENTS, PERFORMANCE OR PRODUCTS, UNDERLYING (EXPRESSED OR IMPLIED) ASUMPTIONS AND OTHER STATEMENTS THAT ARE OTHER THAN HISTORICAL FACTS.  IN SOME CASES FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "ESTIMATED," "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," OR "ANTICIPATES," OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS OF THESE WORDS OR COMPARABLE WORDS, OR BY DISCUSSIONS OF PLANS OR STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION THE READER THAT THESE FORWARD-LOOKING STATEMENTS, INCLUDING,  BUT NOT LIMITED TO, STATEMENTS REGARDING THE COMPANY AND ITS PLANS OR INTENTIONS, ESTIMATES, GOALS, COMPETITIVE TRENDS AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS.  NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED.  ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR AS A RESULT OF OTHER RISKS FACING THE COMPANY. FORWARD-LOOKING STATEMENTS SHOULD BE READ IN LIGHT OF THE CAUTIONARY STATEMENTS AND IMPORTANT FACTORS DESCRIBED IN THIS FORM 10-Q, INCLUDING, BUT NOT LIMITED TO "THE FACTORS THAT MAY AFFECT FUTURE RESULTS" SHOWN AS ITEM 1A AND IN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS ASSOCIATED WITH AN EARLY-STAGE COMPANY  HAS LIMITYED ASSETS AND OPERATIONS, THE COMPARATIVELY LIMITED FINANCIAL RESOURCES OF THE COMPANY, THE INTENSE COMPETITION THE COMPANY FACES FROM OTHER ESTABLISHED COMPETITORS, AND THE LEGAL UNCERTAINTIES THAT DIRECTLY AND INDIRECTLY IMPACT DEVELOPMENT-STAGE COMPANIES.  ANY ONE OR MORE OF THESE OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS.  WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS FORM 10-Q OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS.








ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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.

We are a small company and we are insolvent. 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 Companywe 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'sour 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, but are not limited to, debt and equity offers to existing shareholders, debt and equity offers to independent investment professionals and through various other financing alternatives. Management's opinion isWe currently believe that the combination of the three options along with the forecasted closing ofif we can secure sufficient additional capital on reasonable terms and on a timely basis and if we are successful in securing at least one project that likely will enable continuedus to continue operations for the next 12 months. There iscan be no assuranceguarantee that we will receive sufficient additional moneycapital on a timely basis and on reasonable terms that will allow is to continue to remain in business.  Currently we have not received any commitment from these options and our existing shareholders are under no legal dutyany third party to provide the additional capital that we believe we will require to sustain our company as a corporate entity or otherwise allow us with additional financing nor haveto meet our shareholders committed to provide us with additional financing.financial obligations.

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 MobilCareMobileCare 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. No equipment has been sold under the terms of this supply contract, nor is there any assurance any equipment will be sold thereunder.

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, Kallowe anticipate that we will implement an integrated healthcare delivery solution for the Republic of Guinea.Guinea if our financial circumstances and market conditions allow. 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.,us, 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 nationsnation's healthcare infrastructure development, which is very encouraging for our continued business in Ghana.

On 20th June 20, 2017, Kallo Inc.'sour branch office was legally registered in Ghana. A valid tax identification number was issued and this number is to be used by Kallous in all of its transactionsour anticipated business that we hope to conduct within Ghana. We have incorporated four SPVs (Special Purpose Vehicles / Companies) to oversee the various projects Kallo intendswe seek to operateundertake in Ghana. The SPVs are all incorporated under the laws of Ghana as private companies.While we believe that our business plans involving Ghana are sound and may offer us significant business opportunities, we cannot assure you that we will be able to obtain sufficient financing on reasonable terms and on a timely basis that will allow us to pursue these opportunities.

Kallo hasWe have entered into four major concession agreements with four key governmental institutions in Ghana. Kallo Inc.,We have also, through itsour SPVs, has entered into the following concession arrangements for the construction and operation of various hospital facilities in Ghana:

 Project DescriptionKallo SPV
1Tamale Military Hospital projectK-TMH Ghana Limited
2Cape Coast Teaching Hospital projectK-UCC Cape Coast Limited
3Sunyani Teaching Hospital projectK-UENR Sunyani Limited
4Ho Teaching Hospital projectK-UHAS Ho Limited

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. However, we cannot assure you that our discussions will result in agreements that will allow us to achieve and maintain profitability and positive cash flow.

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,CILA Investments, AGGELOS CAPITAL Investment Banking Ltd 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. This financing has not closed yet and there is no guarantee that financial close will be achieved.
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In orderIf market conditions and our financial resources allow, we may be able to manage the aggressive expansion ofexpand our business,business. To that end, 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 30th 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. TheseOverall, if these collaborations will augment Kallo'sare successful, they may allow us to increase our project delivery capacity and our ability to deliver complex projects at a higher level of complexity and thereby demonstrate the quality of our products and services.  We cannot assure you that we will be successful in multiple geographies.securing these projects and also, aty the same time, secure the financial commitments that will be needed or, if we are successful in either or both of these pursuits, that the terms and conditions will allow us to achieve profitability and positiove cash flow.

Kallo hasWe have 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.

WeTo the extent that we are financially able and if circumstances allow, we plan to continue to develop components of Kallo Integrated Delivery System:

Kallo Integrated Delivery System (KIDS)

§●
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.room.

§●
RuralCareTM – 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.system.

Kallo'sOur overall healthcare mission is to "reach the unreached". The end-to-end solution includes the following:

§●
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.Center.


§
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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.center.

§●
Kallo University – provides education, training and development of local resources for all aspects of the healthcare delivery which includes clinical, engineering and administration.administration.

§●
Emergency Medical Services – provides ground and air ambulance vehicles for emergency patient transport.  transport.  

Our end to endend-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.

Sales Go-To-Market Strategy

Our Sales Go-To-Market Strategy is segmented and we believe that it is 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 duringOver the next twelve months, are:

1.To follow-up completion ofwe have established the financing process with financiers and the respective governments.
2.To pursue working capital raise with Financial institutions and private placements.following objectives:

1.To follow-up completion of the financing process with financiers and the respective governments.
2.To pursue working capital raise with financial institutions and private placements.
3.To complete our organization restructuring and continue to build our infrastructure and resources for operations and management.

There can be no assurance that we will be successful in raising the additional capital needed to implement any one or more of the above business objectives. And in the event that we are successful in raising additional capital, there can be no assurance that any capital that is raised will be on reasonable terms. We have had some preliminary discussions with potential sources who may provide us with additional capital but we are not able to give any assurances that we will obtain the necessary capital in sufficient amounts and on reasonable terms that will allow us to achieve these objectives. Any person who acquires our Common Stock should be prepared to lose their entire investment.

Need for additional capital

The Company hasWe have incurred operating losses since inception and has an accumulated deficit and a working capital deficit at September 30, 2017. The Company is expectedMarch 31, 2018. We expect 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.services in sufficient volumes and with margins that may allow us to achieve profitability.  We cannot assure you or anyone that we will be successful in these efforts.

We haveThere is no assuranceguaranty that futurewe will obtain sufficient additional financing will be available to us on acceptablea timely basis and on reasonable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. EquityAny equity financing couldwill likely result in additionalimmediate and substantial dilution toof existing shareholdersstockholders.

Results of operations

Revenues

We did not generate any revenues during the ninethree months ended September 30,March 31, 2018 or 2017 and there can be no guarantee that we will generate any revenues in the near future or, 2016.if we do generate any revenues that we can do so at a level that will allow us to achieve profitability and positive cash flow or both of them..

Expenses

During the three months ended September 30, 2017March 31, 2018 we incurred total expenses of $338,185,$66,328, including $122,737$101,945 in salaries and compensation, $28,817$17,155 in professional fees, $27,442 in interest and financing costs, $112,408$83,934 in lossgain on foreign exchange and $74,223$3,720 as other expenses whereas during the three months ended September 30, 2016March 31, 2017 we incurred total expenses of $394,396,$311,785, including $309,928$177,865 in salaries and compensation, $64,501$58,393 in interest and financing costs, $29,451 in loss on foreign exchange and $117,408$49,411 as other expenses, net of $57,778$3,335 in gain in fair value of derivative liabilities and $39,663 in gain on foreign exchange loss.
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liabilities.

The decrease in our total expenses for the three months ended September 30, 2017March 31, 2018 from the comparative period is mainly due to a decrease in salaries and compensation of $187,191,$75,920, a decrease in interest and financing costs of $35,684 net$30,951, a positive change in foreign exchange of $113,385 due to appreciation of the US dollar vis a decrease in gain in fair value of derivative liabilities of $57,778vis the Canadian dollar and a decrease in other expenses. 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 nine months ended September 30, 2017 we incurred total expenses of $5.997,994, including $5,720,586 in salaries and compensation, $67,848 in professional fees, $4,323 in selling and marketing expenses, $140,833 in interest and financing costs, $3,012 in loss in fair value of derivative liabilities, $231,366 in loss on foreign exchange and $57,222 as other expenses offset by $227,196 gain on extinguishment of convertible promissory notes whereas during the nine months ended September 30, 2016 we incurred total expenses of $2,654,658, including $1,700,675 in salaries and compensation, $31,533 in depreciation, $93,359 in professional fees, $25,080 in selling and marketing expenses, $258,720 in interest and financing costs, $87,684 in loss in fair value of derivative liabilities, $104,018 impairment of assets, $38,485 loss on foreign exchange and $313,104 in other expenses.$25,201.

The increase in salariesCompany is operating with a minimal number of $4,019,911 is mainly due to the stock based compensationfull time employees and office space until it can secure new contracts.

Net Loss

During the three months ended September 30, 2017March 31, 2018 we did not generate any revenues and incurred a net loss of $338,185$66,328 compared to a net loss of $394,396$311,785 during the same period in 2016.2017. The main reasons were the decrease in salaries and compensation, for the reasons discussed above.

During the nine months ended September 30, 2017 we did not generate any revenuesinterest and we incurred a net loss of $5,997,994 compared to a net loss of $2,654,658 during the same period in 2016. The main reasons were the increase in salariesfinancing costs and compensation due to stock based compensationforeign exchange for the reasons discussed above.

Liquidity and capital resources

As at September 30, 2017,At March 31, 2018, the Company had current assets of $35,748$4,000 and current liabilities of $4,447,037,$4,367,637, indicating working capital deficiency of $4,411,289.$4,363,637. As of September 30, 2017,March 31, 2018, our total assets were $35,748$4,000 in prepaid expenses and our total liabilities were $4,447,037$4,367,637 comprised of $3,280,234$3,373,071 in accounts payable and accrued liabilities, $25,087 in derivative liabilities, $19,723 in convertible promissory notes, convertible loans payable of $947,640, $156,435 in liability for share issuance$977,207 and short term loans of $17,918.$17,359.

Cash used in operating activities amounted to $261$Nil during the ninethree months ended September 30, 2017,March 31, 2018, primarily as a result of the net loss adjusted foroffset by non-cash items and various changes in operating assets and liabilities.

There was no cash used infrom investing activities during the current nine months period ended September 30, 2017.

Cash provided byor financing activities during the ninethree months period ended September 30, 2017 amounted to $261 and represented mainly proceeds from short term loans payable.March 31, 2018.


As of March 31, 2018, our total liabilities exceeded our total assets because we were insolvent.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 4.CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the "Evaluation"), under the supervision and with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were not effective as of the end of the period covered by this report due to lack of segregation of duties in financial reporting and presence of adjusting journal entries during the audit as well as insufficient controls over the financial close process and preparation of the financial statements identified by the auditors during the audit of the company's financial statements for the year ended December 31, 2016.statements.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2017March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS.

There are no pending lawsuits.On April 21, 2017, an ex-employee of Kallo obtained a judgement ordering Kallo to pay Canadian $ 135,959 for unpaid wages and expenses relating to services performed in 2016. The full amount has been accrued for in the financial statements of Kallo.

On October 24, 2016, a consultant obtained a judgement ordering Kallo to pay Canadian $25,000 for unpaid fees. The full amount has been accrued for in the financial statements of Kallo.

On October 6, 2017, Thornley Fallis Communications Inc. ("Thornley") commenced a third party claim against Kallo concerning monies that Kallo allegedly owed to Thornley for redesign of a website and public relation services. Thornley is seeking damages in the amount of Canadian $169,345 plus interest on the amounts outstanding and indemnification of the costs of the action. An amount of Canadian $134,960 has been accrued for in the financial statements of Kallo.

There is also a claim by Commercial Credit Adjusters on behalf of Northwest Company for payment of Canadian $34,000. An amount of Canadian $26,515 has been accrued for in the financial statements of Kallo. Negotiations are in process for the settlement of this debt for a lump sum.

Canada Revenue Agency has assessed the Company for Canadian $360,400 representing unremitted employee source deductions, the full amount of which has been accrued in the financial statements of Kallo.

While we believe that we may be successful in resolving these claims, we cannot assure that the outcome will not have a material adverse effect upon us.
ITEM 1A.RISK FACTORS.

We areOur Common Stock is subject to a smaller reporting company as defined by Rule 12b-2number of substantial risks, including those described below. No attempt has been made to rank these risks in the order of their likelihood or potential harm. In addition to those general risks enumerated elsewhere in the document, any purchaser of the Exchange Act and are not required to provideCompany's common stock should also consider the information under this item.following risk factors:


Risks Related to the Ownership of the Company's Stock
1.  No Revenues from Operations & Continuing Losses; Risk of Loss & Insolvency.  During the past two fiscal years we have not generated and revenues and there can be no assurances that we will be successful in generating revenues in the future. In that respect we face all of the risks inherent in an early-stage business. We have incurred losses and there can be no assurance that we will ever achieve profitability and positive cash flow. While we believe that our business strategies are sound, there can be no assurance that our business will generate profits and positive cash flow or if we generate profits and positive cash flow, that it can be sustained. Investors should be aware that they may lose all or substantially all of their investment.  We are also insolvent since our Total Liabilities exceed our Total Assets.

2.  Limited Corporate Officers & Employees. We have only three corporate officers, one of which is part-time and an aggregate of four employees, including our three officers.

3.  Auditor's Opinion: Going Concern & Insolvency. Our independent auditors have expressed substantial doubt about the Company's ability to continue as a going concern since: (a) our Total Current Liabilities exceed our Total Current Assets; (b) our Total Liabilities exceed our Total Assets; and (c) we are an early-stage company and there exists only a limited history of operations. Since our Total Liabilities exceed our Total Assets, we are insolvent and anyone who acquires our Common Stock should be prepared to lose their entire investment.

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4.  Limited Financial Resources; Need for Additional Financing.  Our financial resources are minimal and we are insolvent. We need to obtain additional financing from the sale of our Common Stock, Debt, or some combination thereof in order to undertake further business plans. Our ability to operate as a going concern is contingent upon our receipt of additional financing through private placements or by loans. We anticipate that we will require significant additional funds in the future if we are successful in marketing our products and services. There can be no assurance that if additional funds are required they will be available, or, if available, that they can be obtained on terms satisfactory to our Board of Directors. In the event the Company elects to issue stock to raise additional capital, any rights or privileges attached to such stock may either (i) dilute the percentage of ownership of the already issued common shares or (ii) dilute the value of such shares; or (iii) both. No rights or privileges have been assigned to the stock and any such rights and privileges will be at the total discretion of the Board of Directors of the Company. There can be no guarantee that we will be able to obtain additional financing, or if we are successful, that we will be able to do so on terms that are reasonable in light of current market conditions.  Further, we have not received any commitment from any person to provide any additional financing and we cannot assure that any such commitment is forthcoming.

5.  Limited and Sporadic Trading Market for Common Stock.  Our Common Stock trades on the OTC Market on a limited and sporadic basis and there can be no assurance that a liquid trading market for our Common Stock will develop and, if it does develop, that it can be sustained.

6.  Lack of Revenues And Development Stage Company.  We have no history of generating Sales Revenues and we cannot assure that we will generate any Sales Revenues in the future or, if we do, that we can achieve Sales Revenues at a level that will allow us to also achieve and maintain profitability and positive cash flow. We face all of the risks inherent in a new business. There is no information at this time upon which to base an assumption that our plans will either materialize or prove successful. Our present business plans and strategies have been developed by our corporate officers and they have been evaluated by any independent third party. plans have not been determined. There can be no assurance that any of our business plans and strategies will generate sales revenues that will result in any profits or positive cash flow. Investors should be aware that they may lose all or substantially all of their investment.

7.  Lack of Dividends & No Likelihood of Dividends. We have not paid dividends and do not contemplate paying dividends in the foreseeable future.

8.  Competition. We are an insignificant participant among firms which offer health care products and services. There are many well-established health care product and service companies which have significantly greater financial and managerial resources, technical expertise and experience than the Company. In view of our limited financial and managerial resources, we will likely be at a significant competitive disadvantage vis-a-vis our competitors.

9.  No Ability to Control.  Any person who acquires our Common Stock will have no real ability to influence or control the Company or otherwise have any ability to elect any person to our Board of Directors. Our officers, directors, and certain other persons currently control the Company and there is no likelihood that any person who acquires our Common Stock will have any real ability to influence or control the Company in any meaningful way.

10.  Possible Rule 144 Stock Sales. Many of our shares of our outstanding Common Stock are "restricted securities" and may be sold only in compliance with Rule 144 adopted under the Securities Act of 1933, as amended or other applicable exemptions from registration.  Any person who acquires our common stock in any private placement should carefully review Rule 144 since any potential public resale may be limited and current broker-dealer and clearing firm requirements may make any re-sale of our common stock difficult at best.

11.  Risks of Low Priced Stocks.  Currently, our common stock is not trading in any market and there is no certain prospect that the Company's common stock will regain any trading in any organized market.  In the past, the Company's common stock had only limited and sporadic trading in the so-called "pink sheets," and before that, on the "Electronic Bulletin Board."  As a result and due to the absence of a market, a shareholder may find it more difficult to dispose of, or to obtain accurate quotations as to the price of, the Company's securities.  In the absence of a security being quoted on NASDAQ, or the Company having $2,000,000 in net tangible assets, trading in the Common Stock is covered by Rule 3a51-1 promulgated under the Securities Exchange Act of 1934 for non-NASDAQ and non-exchange listed securities.  Under such rule, broker/dealers who recommend such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with their spouse) must make a special written suitability determination for the purchaser and receive the purchaser's written agreement to a transaction prior to sale.
In general, securities are also exempt from this rule if the market price is at least $5.00 per share, or for warrants, if the warrants have an exercise price of at least $5.00 per share.  The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure related to the market for penny stocks and for trades in any stock defined as a penny stock.  The Commission has recently adopted regulations under such Act which define a penny stock to be any NASDAQ or non-NASDAQ equity security that has a market price or exercise price of less than $5.00 per share and allow for the enforcement against violators of the proposed rules.

In addition, unless exempt, the rules require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule prepared by the Commission explaining important concepts involving the penny stock market, the nature of such market, terms used in such market, the broker/dealer's duties to the customer, a toll-free telephone number for inquiries about the broker/dealer's disciplinary history, and the customer's rights and remedies in case of fraud or abuse in the sale.

Disclosure also must be made about commissions payable to both the broker/dealer and the registered representative, current quotations for the securities, and if the broker/dealer is the sole market-maker, the broker/dealer must disclose this fact and its control over the market.

Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.  While many NASDAQ stocks are covered by the proposed definition of penny stock, transactions in NASDAQ stock are exempt from all but the sole market-maker provision for (i) issuers who have $2,000,000 in tangible assets ($5,000,000 if the issuer has not been in continuous operation for three years), (ii) transactions in which the customer is an institutional accredited investor and (iii) transactions that are not recommended by the broker/dealer.  In addition, transactions in a NASDAQ security directly with the NASDAQ market-maker for such securities, are subject only to the sole market-maker disclosure, and the disclosure with regard to commissions to be paid to the broker/dealer and the registered representatives.
Finally, all NASDAQ securities are exempt if NASDAQ raised its requirements for continued listing so that any issuer with less then $2,000,000 in net tangible assets or stockholder's equity would be subject to delisting.  These criteria are more stringent than the proposed increased in NASDAQ's maintenance requirements.

Our securities are subject to the above rules on penny stocks and the market liquidity for our securities could be severely affected by limiting the ability of broker/dealers to sell our securities.

ITEM 6.EXHIBITS.

The following documents are included herein:

  Incorporated by referenceFiled
ExhibitDocument DescriptionFormDateNumberherewith
2.1Articles of Merger8-K1/21/112.1 
      
3.1Articles of IncorporationSB-23/05/073.1 
      
3.2BylawsSB-23/05/073.2 
      
3.3Amended Articles of Incorporation (11/23/2015)8-K12/02/153.1 
      
4.1Specimen Stock CertificateSB-23/05/074.1 
      
10.1Agreement with Rophe Medical Technologies Inc. dated December 11, 200910-K3/31/1010.2 
      
10.2Amended Agreement with Rophe Medical Technologies Inc. dated December 18, 200910-K3/31/1010.3 
      
10.3Amended Agreement with Rophe Medical Technologies Inc. dated March 16, 201010-K3/31/1010.4 
      
10.4Investment Agreement with Kodiak Capital Group, LLC dated October 20, 2014S-110/30/1410.6 
      
10.5Amended Agreement with Jarr Capital Corp.8-K2/22/1110.1 
      
10.6Termination of Employment Agreement with John Cecil8-K2/22/1110.2 
      
10.7Termination of Employment Agreement with Vince Leitao8-K2/22/1110.3 
      
10.8Termination of Employment Agreement with Samuel Baker8-K2/22/1110.4 
      
10.9Services Agreement with Buchanan Associates Computer Consulting Ltd.10-K5/18/1110.1 
      
10.10Equipment Lease Agreement with Buchanan Associates Computer Consulting Ltd.10-K5/18/1110.2 
      
10.11Agreement with Mansfield Communications Inc.10-K5/18/1110.3 
      
10.12Agreement with Watt International Inc.10-K5/18/1110.4 
      
10.13Pilot EMR Agreement with Nexus Health Management Inc.10-K5/18/1110.5 
      
10.142011 Non-Qualified Stock Option PlanS-86/27/1110.1 
      
10.15Multimedia Contractual Agreement with David Miller8-K10/28/1110.1 
      
10.16Strategic Alliance Agreement with Petro Data Management Services Limited and Gateway Global Fabrication Ltd.8-K11/02/1110.1 
  Incorporated by referenceFiled
ExhibitDocument DescriptionFormDateNumberherewith
      
2.1Articles of Merger8-K1/21/112.1 
      
3.1Articles of IncorporationSB-23/05/073.1 
      
3.2BylawsSB-23/05/073.2 
      
3.3Amended Articles of Incorporation (11/23/2015)8-K12/02/153.1 
      
4.1Specimen Stock CertificateSB-23/05/074.1 
      
10.1Agreement with Rophe Medical Technologies Inc. dated December 11, 200910-K3/31/1010.2 
      
10.2Amended Agreement with Rophe Medical Technologies Inc. dated December 18, 200910-K3/31/1010.3 
-17 18 --
      
10.3Amended Agreement with Rophe Medical Technologies Inc. dated March 16, 201010-K3/31/1010.4 
      
10.4Investment Agreement with Kodiak Capital Group, LLC dated October 20, 2014S-110/30/1410.6 
      
10.5Amended Agreement with Jarr Capital Corp.8-K2/22/1110.1 
      
10.6Termination of Employment Agreement with John Cecil8-K2/22/1110.2 
      
10.7Termination of Employment Agreement with Samuel Baker8-K2/22/1110.4 
      
10.8Services Agreement with Buchanan Associates Computer Consulting Ltd.10-K5/18/1110.1 
      
10.9Equipment Lease Agreement with Buchanan Associates Computer Consulting Ltd.10-K5/18/1110.2 
      
10.10Agreement with Mansfield Communications Inc.10-K5/18/1110.3 
      
10.11Agreement with Watt International Inc.10-K5/18/1110.4 
      
10.12Pilot EMR Agreement with Nexus Health Management Inc.10-K5/18/1110.5 
      
10.132011 Non-Qualified Stock Option PlanS-86/27/1110.1 
      
10.14Multimedia Contractual Agreement with David Miller8-K10/28/1110.1 
      
10.15Strategic Alliance Agreement with Petro Data Management Services Limited and Gateway Global Fabrication Ltd.8-K11/02/1110.1 
      
10.16Independent Contractor Agreement with Savers Drug Mart8-K1/26/1210.1 
      
10.172012 Non-Qualified Stock Option PlanS-89/06/1210.1 
      
10.18Memorandum of Offering with Ministry of Health of Republic of GhanaS-1/A-36/26/1310.32 
      
10.19Addendum to Investment Agreement with KodiakS-1/A-47/31/1310.33 
      
10.20Second Addendum to Investment Agreement with KodiakS-18/25/1410.34 
      
10.21Email from KodiakS-1/A-19/24/1410.35 
      
10.22Email from KodiakS-1/A-19/24/1410.36 
      
14.1Code of EthicsS-18/25/1414.2 
      
16.1Letter from Collins Barrow Toronto LLP8-K/A-12/15/1216.3 
- 19 -
Table of Contents

      
10.17Independent Contractor Agreement with Savers Drug Mart8-K1/26/1210.1 
      
10.182012 Non-Qualified Stock Option PlanS-89/06/1210.1 
      
10.19Memorandum of Offering with Ministry of Health of Republic of GhanaS-1/A-36/26/1310.32 
      
10.20Addendum to Investment Agreement with KodiakS-1/A-47/31/1310.33 
      
10.21Second Addendum to Investment Agreement with KodiakS-18/25/1410.34 
      
10.22Email from KodiakS-1/A-19/24/1410.35 
      
10.23Email from KodiakS-1/A-19/24/1410.36 
      
14.1Code of EthicsS-18/25/1414.2 
      
16.1Letter from Collins Barrow Toronto LLP8-K/A-12/15/1216.3 
      
16.2Letter from Schwartz Levitsky Feldman LLP8-K/A-38/13/1416.1 
      
21.1List of Subsidiary Companies10-K3/31/1021.1 
      
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   X
      
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   X
      
99.1Audit Committee Charter10-K4/15/0899.1 
      
99.2Disclosure Committee Charter10-K4/15/0899.2 
      
99.3FCPA CodeS-18/25/1499.3 
      
99.4Letter from Ministry of Health8-K6/08/1599.2 
      
99.5Letter from Minister of Health and Public Hygiene8-K6/24/1599.2 
      
101.INSXBRL Instance Document   X
      
101.SCHXBRL Taxonomy Extension – Schema   X
      
101.CALXBRL Taxonomy Extension – Calculations   X
      
101.DEFXBRL Taxonomy Extension – Definitions   X
      
101.LABXBRL Taxonomy Extension – Labels   X
      
101.PREXBRL Taxonomy Extension – Presentation   X
      
16.2Letter from Schwartz Levitsky Feldman LLP8-K/A-38/13/1416.1 
      
21.1List of Subsidiary Companies10-K3/31/1021.1 
      
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   X
      
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   X
      
99.1Audit Committee Charter10-K4/15/0899.1 
      
99.2Disclosure Committee Charter10-K4/15/0899.2 
      
99.3FCPA CodeS-18/25/1499.3 
      
99.4Letter from Ministry of Health8-K6/08/1599.2 
      
99.5Letter from Minister of Health and Public Hygiene8-K6/24/1599.2 
      
101.INSXBRL Instance Document   X
      
101.SCHXBRL Taxonomy Extension – Schema   X
      
101.CALXBRL Taxonomy Extension – Calculations   X
      
101.DEFXBRL Taxonomy Extension – Definitions   X
      
101.LABXBRL Taxonomy Extension – Labels   X
      
101.PREXBRL Taxonomy Extension – Presentation   X









-18 20 --

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 221ndst day of November, 2017.May, 2018.

 KALLO INC.
 (The "Registrant")
   
 BY:JOHN CECIL
  John Cecil
  President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and a Chairman of the Board of Directors











-19 21 --
EXHIBIT INDEX

 Incorporated by referenceFiled Incorporated by referenceFiled
ExhibitDocument DescriptionFormDateNumberherewithDocument DescriptionFormDateNumberherewith
       
2.1Articles of Merger8-K1/21/112.1 Articles of Merger8-K1/21/112.1 
       
3.1Articles of IncorporationSB-23/05/073.1 Articles of IncorporationSB-23/05/073.1 
       
3.2BylawsSB-23/05/073.2 BylawsSB-23/05/073.2 
       
3.3Amended Articles of Incorporation (11/23/2015)8-K12/02/153.1 Amended Articles of Incorporation (11/23/2015)8-K12/02/153.1 
       
4.1Specimen Stock CertificateSB-23/05/074.1 Specimen Stock CertificateSB-23/05/074.1 
       
10.1Agreement with Rophe Medical Technologies Inc. dated December 11, 200910-K3/31/1010.2 Agreement with Rophe Medical Technologies Inc. dated December 11, 200910-K3/31/1010.2 
       
10.2Amended Agreement with Rophe Medical Technologies Inc. dated December 18, 200910-K3/31/1010.3 Amended Agreement with Rophe Medical Technologies Inc. dated December 18, 200910-K3/31/1010.3 
       
10.3Amended Agreement with Rophe Medical Technologies Inc. dated March 16, 201010-K3/31/1010.4 Amended Agreement with Rophe Medical Technologies Inc. dated March 16, 201010-K3/31/1010.4 
       
10.4Investment Agreement with Kodiak Capital Group, LLC dated October 20, 2014S-110/30/1410.6 Investment Agreement with Kodiak Capital Group, LLC dated October 20, 2014S-110/30/1410.6 
       
10.5Amended Agreement with Jarr Capital Corp.8-K2/22/1110.1 Amended Agreement with Jarr Capital Corp.8-K2/22/1110.1 
       
10.6Termination of Employment Agreement with John Cecil8-K2/22/1110.2 Termination of Employment Agreement with John Cecil8-K2/22/1110.2 
       
10.7Termination of Employment Agreement with Vince Leitao8-K2/22/1110.3 
   
10.8Termination of Employment Agreement with Samuel Baker8-K2/22/1110.4 Termination of Employment Agreement with Samuel Baker8-K2/22/1110.4 
       
10.9Services Agreement with Buchanan Associates Computer Consulting Ltd.10-K5/18/1110.1 Services Agreement with Buchanan Associates Computer Consulting Ltd.10-K5/18/1110.1 
       
10.10Equipment Lease Agreement with Buchanan Associates Computer Consulting Ltd.10-K5/18/1110.2 Equipment Lease Agreement with Buchanan Associates Computer Consulting Ltd.10-K5/18/1110.2 
       
10.11Agreement with Mansfield Communications Inc.10-K5/18/1110.3 Agreement with Mansfield Communications Inc.10-K5/18/1110.3 
       
10.12Agreement with Watt International Inc.10-K5/18/1110.4 Agreement with Watt International Inc.10-K5/18/1110.4 
       
10.13Pilot EMR Agreement with Nexus Health Management Inc.10-K5/18/1110.5 Pilot EMR Agreement with Nexus Health Management Inc.10-K5/18/1110.5 
       
10.142011 Non-Qualified Stock Option PlanS-86/27/1110.1 2011 Non-Qualified Stock Option PlanS-86/27/1110.1 
       
10.15Multimedia Contractual Agreement with David Miller8-K10/28/1110.1 Multimedia Contractual Agreement with David Miller8-K10/28/1110.1 
   
10.16Strategic Alliance Agreement with Petro Data Management Services Limited and Gateway Global Fabrication Ltd.8-K11/02/1110.1 
-20 22 --

      
10.17Independent Contractor Agreement with Savers Drug Mart8-K1/26/1210.1 
      
10.182012 Non-Qualified Stock Option PlanS-89/06/1210.1 
      
10.19Memorandum of Offering with Ministry of Health of Republic of GhanaS-1/A-36/26/1310.32 
      
10.20Addendum to Investment Agreement with KodiakS-1/A-47/31/1310.33 
      
10.21Second Addendum to Investment Agreement with KodiakS-18/25/1410.34 
      
10.22Email from KodiakS-1/A-19/24/1410.35 
      
10.23Email from KodiakS-1/A-19/24/1410.36 
      
14.1Code of EthicsS-18/25/1414.2 
      
16.1Letter from Collins Barrow Toronto LLP8-K/A-12/15/1216.3 
      
16.2Letter from Schwartz Levitsky Feldman LLP8-K/A-38/13/1416.1 
      
21.1List of Subsidiary Companies10-K3/31/1021.1 
      
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   X
      
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   X
      
99.1Audit Committee Charter10-K4/15/0899.1 
      
99.2Disclosure Committee Charter10-K4/15/0899.2 
      
99.3FCPA CodeS-18/25/1499.3 
      
99.4Letter from Ministry of Health8-K6/08/1599.2 
      
99.5Letter from Minister of Health and Public Hygiene8-K6/24/1599.2 
      
101.INSXBRL Instance Document   X
      
101.SCHXBRL Taxonomy Extension – Schema   X
      
101.CALXBRL Taxonomy Extension – Calculations   X
      
101.DEFXBRL Taxonomy Extension – Definitions   X
      
101.LABXBRL Taxonomy Extension – Labels   X
      
101.PREXBRL Taxonomy Extension – Presentation   X

      
10.16Strategic Alliance Agreement with Petro Data Management Services Limited and Gateway Global Fabrication Ltd.8-K11/02/1110.1 
      
10.17Independent Contractor Agreement with Savers Drug Mart8-K1/26/1210.1 
      
10.182012 Non-Qualified Stock Option PlanS-89/06/1210.1 
      
10.19Memorandum of Offering with Ministry of Health of Republic of GhanaS-1/A-36/26/1310.32 
      
10.20Addendum to Investment Agreement with KodiakS-1/A-47/31/1310.33 
      
10.21Second Addendum to Investment Agreement with KodiakS-18/25/1410.34 
      
10.22Email from KodiakS-1/A-19/24/1410.35 
      
10.23Email from KodiakS-1/A-19/24/1410.36 
      
14.1Code of EthicsS-18/25/1414.2 
      
16.1Letter from Collins Barrow Toronto LLP8-K/A-12/15/1216.3 
      
16.2Letter from Schwartz Levitsky Feldman LLP8-K/A-38/13/1416.1 
      
21.1List of Subsidiary Companies10-K3/31/1021.1 
      
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   X
      
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   X
      
99.1Audit Committee Charter10-K4/15/0899.1 
      
99.2Disclosure Committee Charter10-K4/15/0899.2 
      
99.3FCPA CodeS-18/25/1499.3 
      
99.4Letter from Ministry of Health8-K6/08/1599.2 
      
99.5Letter from Minister of Health and Public Hygiene8-K6/24/1599.2 
      
101.INSXBRL Instance Document   X
      
101.SCHXBRL Taxonomy Extension – Schema   X
      
101.CALXBRL Taxonomy Extension – Calculations   X
      
101.DEFXBRL Taxonomy Extension – Definitions   X
      
101.LABXBRL Taxonomy Extension – Labels   X
      
101.PREXBRL Taxonomy Extension – Presentation   X
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-21-