FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of Part I of this report include forward-looking statements. These forward-looking statements are based on our management's current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "proposed," "intended," or "continue" or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other "forward-looking" information. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements including, but not limited to, variability of our future revenues and financial performance; risks associated with product development and technological changes; the acceptance of our products in the marketplace by potential future customers; general economic conditions. You should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in the financial statements of eWellness Healthcare Corporation for the three months ended March 31, 2022 and 2021 and should be read in conjunction with such financial statements and related notes included in this report and the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

THE COMPANY

Overview

The Company believes that it was the first physical therapy telehealth company to offer real-time distance monitored assessments and treatments. Our business model was to have large-scale employers use our PHZIO platform as a fully PT monitored corporate musculoskeletal treatment ("MSK") wellness program. The Company's PHZIO home physical therapy assessment and exercise platform was designed to achieve a market presence in the $30 billion physical therapy market, the $4 billion MSK market and the $8 billion corporate wellness industry. PHZIO is the first real-time remote monitored 1-to-many MSK physical therapy platforms for home use.

Plan of Operations

During the first quarter of 2021, the Company's Board of Directors and Management determined that while it would continue its efforts and resources involving physical therapy and telemedicine, it would also pursue other health-related business opportunities. With the Company's announced plan to diversify its health-related business beyond its telemedicine operations, which telemedicine operations will continue, the Company has engaged in negotiations with a recently formed private Nevada company controlled by a third party, American Health Protection, Inc.("AMHP"), for a potential business combination. In connection with such negotiations, the Company's Board of Directors on March 8, 2021, approved the organization of EWLL Acquisition Corp. under the laws of Nevada as a new wholly owned subsidiary of the Company ("EWLL Acquisition"). The purpose of the formation of EWLL Acquisition was in contemplation of its merger with and into AMHP which would be the surviving entity and become a wholly owned subsidiary of the Company.



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On April 19, 2021, the Company filed a DEF 14C to disclose to the stockholders the ratification and approval by Joint Written Consent, based upon the unanimous approval by our Board of Directors and the consent of the Majority Consenting Stockholders, of the corporate actions to file an amendment to its Amended and Restated Articles of Incorporation to: (i) change the name of the Company from eWellness Healthcare Corporation to American Health Protection Corp. ("Name Change"); (ii) change the par value of the Company's common stock and preferred stock from $0.001 per share to $0.0001 per share ("Par Value Change"); and (iii) implement the 1:2,000 reverse split of our Common Stock and the shares underlying conversion of the Company's securities convertible into Common Stock together with the shares reserved for such conversions, on a one for two thousand (1:2,000) basis ("Reverse Split"). The Name Change, Par Value Change and Reverse Split are sometimes referred to as the "Corporate Actions", which Corporate Actions must be approved by FINRA. Following the filing of this Form 10Q, the Company will file the FINRA application for approval of these actions.

Pursuant to the Company's intentions referenced above, the Company on May 18, 2021, entered into an Agreement and Plan of Merger by and between the Company, EWLL Acquisition and AMHP pursuant to which AMHP merged with EWLL Acquisition, with AMHP being the surviving entity and becoming a wholly owned subsidiary of the Company, subject to filing of Articles of Merger with the State of Nevada. On July 14, 2021, the Company filed the requisite Articles of Merger with the State of Nevada and, as a result, AMHP became a wholly owned subsidiary of the Company and EWLL Acquisition ceased to exist.

Results of Operations of eWellness for the three months ended March 31, 2022 vs. 2021

REVENUES: There were no revenues for the three months ended March 31, 2022 and 2021.

OPERATING EXPENSES: Total operating expenses increased to $98,993 for the three months ended March 31, 2022 from $36,987 for the three months ended March 31, 2021 reflecting an increase of $62,006. The increase resulted from an increase of professional fees for legal and accounting/auditing offset by decreases in travel and meal expenses.

NET INCOME (LOSS): The Company had a net loss of $1,694,971 for the three months ended March 31, 2022 compared with a net income of $1,676,612 for the three months ended March 31, 2021 which reflects an increase in loss of $3,371,583. The increase in loss is a result of a change from gain to loss of the derivative liability on convertible debt of $3,308,491 and an increase in operating expenses of $62,006 (as outlined above).

Liquidity and Capital Resources

As of March 31, 2022, we had negative working capital of $6,053,150 compared to negative working capital of $4,360,124 as of December 31, 2021. The negative working capital increase is because of a increase in derivative liability and increase in accounts payable and accrued expenses. Cash used in operations was $45,310 and $1,109 for the three months ended March 31, 2022 and 2021, respectively. The increase in cash used in operations is a result of increase in loss and a change from gain to loss of the derivative liability. Cash flows provided by financing activities were $34,371 and $0 for the three months ended March 31, 2022 and 2021, respectively. The increase resulted from an increase of loan payable. The cash balance as of March 31, 2022 was $238.

We do not have sufficient cash on hand to operate. Our ability to meet our obligations and continue to operate as a going concern is highly dependent on our ability to obtain additional financing. We cannot predict whether this additional financing will be in the form of equity or debt or be in another form. We may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In any of these events, we may be unable to implement our current plans which circumstances would have a material adverse effect on our business, prospects, financial conditions and results of operations.

Contingencies

The Company may be subject to lawsuits, administrative proceedings, regulatory reviews or investigations associated with its business and other matters arising in the normal conduct of its business.



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Off-Balance Sheet Arrangements

As of March 31, 2022 and December 31, 2021, respectively, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

Contractual Obligations and Commitments

From time to time the Company may become a party to litigation matters involving claims against the Company. The Company believes that there are no current matters that would have a material effect on the Company's financial position or results of operations.

Critical Accounting Policies

Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations," in our Annual Report on Form 10-K for the year ended December 31, 2021, for disclosures regarding the Company's critical accounting policies and estimates, as well as any updates further disclosed in our interim financial statements as described in this Form 10-Q.

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