Notes to Consolidated Financial Statements
September 30, 2017
(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.
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.
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, 2016 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 does
not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
KALLO INC.
Notes to Consolidated Financial Statements
September 30, 2017
(Amounts expressed in US dollars)
(Unaudited)
NOTE 3 – COMMON STOCK
During the nine months period ended September 30, 2017, the holders of promissory notes converted the principal 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.
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 decrease 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, 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.
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, the assignment of liabilities amount has been reduced by $320,000 cash settlement of convertible promissory notes and $120,206 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 nine months period ended September 30, 2016, the holders of promissory notes converted the principal and the related interest outstanding of $128,928 into 2,450,352,026 shares. The fair value of the derivative liability associated with the notes that were converted, $88,223 was reclassified to equity upon conversion. Therefore the Company recorded $217,151 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 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 amount
|
|
Interest rate
|
|
Due date
|
Conversion price per share
|
|
|
|
|
|
|
Promissory note of $50,000
|
|
|
12
|
%
|
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)
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 6 – CONVERTIBLE LOANS PAYABLE
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
|
|
|
|
|
|
Convertible promissory notes bearing interest at 15% per annum – third party
|
|
$
|
217,458
|
|
|
$
|
191,510
|
|
Convertible promissory notes bearing interest at 15% per annum – related parties
|
|
|
730,182
|
|
|
|
615,163
|
|
|
|
$
|
947,640
|
|
|
$
|
806,673
|
|
During the nine month period ended September 30, 2017, $27,151 was received in cash for Convertible loans payable which bear 15% interest per annum and are convertible at a fixed price at any time during the 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. The total outstanding notes from this debt offering is $947,640, including accrued interest, of which $730,182 is to from related parties. Interest of $84,073 on the convertible loans payable are included in net finance charge of $140,833 for the period ended September 30, 2017 included in the consolidated statement of operations.
NOTE 7 – 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
|
|
As at September 30, 2017, the balance of $17,918 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 8 – 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.
Contingencies
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.
NOTE 9 – SUBSEQUENT EVENTS
Convertible promissory note
After September 30, 2017, promissory notes for a total of $19,723 were settled in cash for $12,000 and accounts payable for a total of $45,625 were settled in cash by FE Pharmacy Inc. under the agreement mentioned in Note 3.