Our management believes that, if market conditions and our financial resources allow, we may be well-positioned to assist in the global focus on improving health care delivery through our solution platforms. Global spending on health care in 2013 totaled $7.2 trillion or 10.6% of global gross domestic product. Health spending is expected to increase an average of 5.2% a year in 2014 - 2018 to $9.3 trillion. A number of these factors drive the increase that includes emerging market expansion, infrastructure improvements and treatment and technology advances. Overall, we believe that if these market trends and our financial resources allow, may offer us opportunities to provide our products and services. Our assessments and our plans are based solely upon the determinations made by our internal management without the benefit of any independent third party review or evaluation. In that respect there is a clear risk that our plans do not accurately reflect and do not accurately incorporate market trends, inherent risks and other known and unknown factors that could result in protracted and significant losses and further negative cash flow with the result that our financial condition could materially deteriorate with resulting destruction of each stockholder's investment.

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 we 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 our 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.





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For the last eight 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. We currently believe that if 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 us to continue operations for the next 12 months. There can be no guarantee that we will receive sufficient additional capital on a timely basis in sufficient amounts and on reasonable terms that will allow is to continue to remain in business. Currently we have not received any commitment from any 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 to meet our 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 split shares of our common stock, 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.

In 2017 the Government of Ghana initiated several discussions with 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 nation's healthcare infrastructure development, which is very encouraging for our continued business in Ghana.

On June 20, 2017, our branch office was legally registered in Ghana. A valid tax identification number was issued and this number is to be used by us in all of our anticipated business that we hope to conduct within Ghana. We have incorporated four SPVs (Special Purpose Vehicles / Companies) to oversee the various projects we seek to undertake in Ghana. The SPVs are all incorporated under the laws of Ghana as private companies. Based on our internal management assessments conducted without the benefit of any independent third-party review or evaluation, we believe that our business plans involving Ghana are sound and may offer us significant business opportunities. However, 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.





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





              Project Description                   Kallo SPV
  1   Tamale Military Hospital project       K-TMH Ghana Limited
  2   Cape Coast Teaching Hospital project   K-UCC Cape Coast Limited
  3   Sunyani Teaching Hospital project      K-UENR Sunyani Limited
  4   Ho Teaching Hospital project           K-UHAS Ho Limited

These agreements are effective upon execution and the concession period will start from the date on which appropriate financial commitments are received 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.





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.

To the extent that we are financially able and if market conditions are favorable, 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.

· 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.






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Our overall healthcare mission is to "reach the unreached". Based on our own internal assessments conducted by our officers and without the benefit of any independent third party evaluation, we believe that may be able to offer end-to-end solution that may include 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

· 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

· Kallo University - provides education, training and development of local


   resources for all aspects of the healthcare delivery which includes clinical,
   engineering and administration

· Emergency Medical Services - provides ground and air ambulance vehicles for


   emergency patient transport

Based solely on our internal management assessments conducted without the benefit of any independent third-party review or evaluation, we believe that our end-to-end delivery solution is equipped with necessary medical equipment as per regional healthcare requirements. We also install our copyrighted software and third-party software as required along with a five (5) year support agreement renewable after the five (5) year initial term that includes the medical equipment, software licenses, installation implementation and training. If we are successful then we anticipate that may, if circumstances and market conditions are favorable, allow us to generate an ongoing revenue stream for service, maintenance, spare-parts, and consumables. However, we can not assure you that even if we are able to achieve these goals, that we can do so at levels that may allow us to achieve and sustain positive cash flow and profitability. We have incurred significant and protracted losses and we have no record of achieving and sustaining positive cash flow and profitability and we can not be certain that we will achieve either or both of these goals at any time in the future.





Sales Go-To-Market Strategy

Our Sales Go-To-Market Strategy is segmented and we believe that, based on our own limited internal management review conducted without the benefit of any independent third party review or evaluation, 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.

We face a certain risk that our strategies and plans will not be favorably received by the market and in that event we may incur significant and protracted losses thereby that may significantly and adversely impact our financial condition thereby.





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Over the next twelve to eighteen months and if market conditions are favorable and if we have sufficient financial resources, we are hopeful that we may be able to pursue the following objectives:

1. We intend to follow-up completion of the financing process with financiers and

the respective governments.

2. We intend to pursue working capital raise with financial institutions and

private placements.

3. We intend 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, in sufficient amounts and received by us on a timely basis. 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 additional capital in sufficient amounts, on reasonable terms and on a timely basis that will allow us to achieve any one or more of these objectives. Any person who acquires our Common Stock should be prepared to lose their entire investment.





Need for additional capital

We have incurred significant and protracted operating losses since inception and has an accumulated deficit and a working capital deficit at December 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 anticipate that we will have to sell our products and 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.

There is no guaranty that we will obtain sufficient additional financing on a 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. Any equity financing will likely result in immediate and substantial dilution of existing stockholders.





Results of operations

December 31, 2018 compared to December 31, 2017





Revenues

We did not generate any revenues during the year ended December 31, 2018 or 2017. However, we are pursuing what we hope may be suitable business opportunities that, based on our own internal management assessments conducted without the benefit of any independent third-party review or evaluation, may offer us commercially feasible and appropriate opportunities. However, we can assure you that we will be successful in any of these matters or, if we achieve any success, that it will allow to achieve and sustain positive cash flow and profitability.





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Expenses

During the year ended December 31, 2018 we incurred total expenses of $763,631, including $670,184 in salaries and compensation, $85,298 in professional fees, $120,729 in selling and marketing, $111,291 in interest and financing costs and $34,995 as other general and administrative expenses, net of foreign exchange gain of $258,866. Our professional fees consist of legal, consulting, accounting and auditing fees.

During the year ended December 31, 2017 we incurred total expenses of $7,031,975, including $6,488,667 in salaries and compensation, $133,347 in professional fees, $5,520 in selling and marketing, $168,885 in interest and financing costs, $44,509 gain in change in fair value on derivative liabilities, $189,572 in foreign exchange loss and $98,216 as other general and administrative expenses, net of gain on settlement of debt of $7,723. Our professional fees consist of legal, consulting, accounting and auditing fees.

The decrease in our expenses for the year ended December 31, 2018 was primarily due to an decrease in salaries and compensation of $5,818,483 as a result of non-cash stock-based compensation of $270,516 in 2018 compared to $5,999,673 in 2017 issued to management and employees. There is also a decrease in professional fees of $48,049 as the Company was catching up on all its previously late filings in 2017. Interest and financing costs decreased by $57,594 reflecting efforts by the Company to settle all third parties convertible promissory notes during 2017. There is a foreign exchange gain of $258,866 in 2018 compared to a foreign exchange loss of $189,572 in 2017 as a result of the appreciation of the Canadian dollar versus the US dollar. The Company is operating with a minimal number of full time employees and office space until it can secure new contracts.





Net Loss

During the year ended December 31, 2018 we incurred a net loss of $763,631 compared to a net loss of $7,031,975 in 2017. The main reason for the decline in the loss is the decrease in salaries and compensation as discussed above. In that respect, we can not assure you that we will be successful in reducing our losses at any time in the future and we may face significant and protracted financial losses and we cannot guarantee that we will achieve any of our business goals.

Liquidity and capital resources

As at December 31, 2018, we had no assets, current liabilities of $4,556,073 and a working capital deficiency of $4,556,073. As of December 31, 2018, our total liabilities were $4,556,073 comprised of $3,307,421 in accounts payable and accrued liabilities, loans payable of $38,355, convertible loans payable of $1,061,057 and liability for issuable shares of $149,240.

Cash used in operating activities amounted to $385,005 during fiscal 2018, primarily and as a result of the net loss adjusted for non-cash items and various changes in operating assets and liabilities.

Cash provided by financing activities amounted to $385,005 as a result of shares issued for cash of $363,082 and proceeds from short term loans payable of $21,923.

As of December 31, 2018, our Total Liabilities exceeded our Total Assets and we were insolvent. In that respect we face all the risks and uncertainties that could easily result in stockholders losing all or substantially all of their investment. Our common stock and our preferred stock are securities that should only be acquired by persons who can accept the HIGH RISK of such an investment.





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Summary of critical accounting policies





Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and in accordance with the instructions to Form 10-K related to smaller reporting companies as promulgated by the Securities and Exchange Commission.





Stock-Based Compensation

The Company accounts for share-based compensation in accordance with ASC 718, Stock Compensation. Under the provisions of ASC 718, share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense for services rendered and over the employee's requisite service period (generally the vesting period of the equity grant).

Stock Issued in Exchange for Services

The valuation of the Company's common stock issued to non-employees in exchange for services is valued at an estimated fair market value as determined by Management of the Company based upon trading prices of the Company's common stock on the dates of the stock transactions. The corresponding expense of the services rendered is recognized over the contractor's requisite service period (generally the vesting period of the equity grant).

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