UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 FORM 10-K

 

[X]ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended:December 31, 20152016

 

or

 

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________to ___________

 

Commission file number:000-15078

 

GreeneStone Healthcare

EthemaHealth Corporation

(Exact name of registrant as specified in its charter)

Colorado 84-1227328

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

5734 Yonge Street, Suite 300

North York, Ontario, Canada M2M 4E7

(Address of principal executive offices)

 

(416) 222-5501

(Registrant’s telephone number, including area code)

 

Securities registered under Section 12(b) of the Exchange Act:

 

Title of each class registered

Name of each exchange on which registered
NoneN/A

 

Securities registered under Section 12(g) of the Act:

 

Common Stock, $0.01 par value per share

(Title of class)

 

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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[X] 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 (§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 [X] No [ ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ][X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer[ ]Accelerated filer[ ]
Non-accelerated filer[ ]Smaller reporting company[X]

 

(Do not check if a smaller reporting company) Emerging growth company[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

The aggregate market value of thevotingandnonvotingcommon equity held by non-affiliatesnonaffiliates of the registrant on June 30, 2015, 2016,based on a closing price of $0.03$0.04 was approximately $1,226,511. $1,506,000.As of April 10, 2015,2017, the registrant had 47,738,855109,938,855 shares of its common stock, par value $0.01 per share, outstanding.

 

GREENESTONE HEALTHCARE CORPORATION

ETHEMA HEALTH CORPORATION

(Formerly known as Greenstone Healthcare Corporation)

YEAR ENDED DECEMBER 31, 2016

TABLE OF CONTENTS

 

YEAR ENDED DECEMBER 31, 2015

TABLE OF CONTENTS

   Page
PART I.  
Item 1. Business1
Item 1A. Risk Factors3
Item 1B. Unresolved Staff Comments43
Item 2. Properties43
Item 3. Legal Proceedings43

Item 4.

Mine Safety Disclosures43
    
PART II.  
Item 5. Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities54
Item 6. Selected Financial Data75
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations76
Item 8. Financial Statements and Supplementary Data10
Item 9. Changes in and DiscussionsDisagreements with Accountants on Accounting and Financial Disclosure3513
Item 9A. Controls and Procedures3513

Item 9B.

 Other Information3614
    
PART III   
Item 10. Directors, Executive Officers and Corporate Governance3614
Item 11. Executive  Compensation3816
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters3917
Item 13. Certain Relationships and Related Transactions, and Director Independence4018
Item 14. Principal Accountant Fees and Services4119
    
  PART IV. 
Item 15. Exhibits and Financial Statement Schedules4320
SIGNATURES  4521

 

PART I

Item 1.  Business.

 

Company History

GreeneStoneEthema Health Corporation(formerlyknownas Greenestone Healthcare Corporation,Corporation) (the “Company” or “Ethema” or “GreeneStone”), a Colorado corporation was incorporated under the laws of the State of Colorado on April 1,1993 (“(“Greenestone” or the “Company”), and is the surviving company of amerger,effective February 1,1995,between the Company andNovaNatural Resources Corporation, a Delaware corporation (“Nova Delaware”). Themergerwas effectuated solely for the purpose of changing the Company’s domicilefromDelaware to Colorado.Atall times prior to2001,the Company was engaged in the oil and gas exploration business.NovaDelaware was the successor entity toNovaPetroleum Corporation, a Delaware corporation, and Power Resources Corporation, a Delaware corporation,whichmergedin1986 (“(“the1986Merger”).Prior to the1986Merger,NovaPetroleum Corporation and Power Resources Corporation had operated since1979and1972,respectively.In2001,the Company enteredintothe electronics business andthisbusiness was active in2001and2002,as part of theToritaGroup. After2002,the Company continuedwithvarious stages of development inthisbusinessuntil2010.

 

Recent Developments

On December 29, 2015 April 1,2010,the Company entered into a nonbinding Letter of Intent (the “LOI”) with Aurora Recovery Centre LP (“ALP” for the purchase of certain assets of ALP. This LOI has expired and the proposed transaction will not proceed.

In February 2015, the Company finalized the terms for the acquisition of the property currently leased by the Company. The property, which is the location of GreeneStone's Muskoka addiction treatment center, encompasses approximately 48,000 square feet of buildings on 43 acres and is adjacent to Lake Muskoka in Ontario. The property has11separate buildings, including five detox suites, 29 residential suites, staff cottages with 13 individual bedrooms, a self-contained fitness center, kitchen and dining facilities, and several meeting and therapy rooms. Additional facilities include an indoor and outdoor pool, a tennis court, a volleyball court, a running track and nature trails. As of the date of this annual report, the Company is addressing certain due diligence items which are being resolved and once the requisite funds have been raised the transaction will be consummated.

The purchase price for the property consists of the following; i) CAD$5,500,000 which will be funded by a mortgage bond over the property; and ii) the issue of 50,000,000 common shares in the Company, at the market price of the shares on the date of closing.

Change in Operations

On April 1, 2010, the Company, pursuant to Board of Directors resolution, changed its principal operationsfromdevelopment stage electronics to healthcare services.On March 29,2010, the Company enteredinto a one year consulting agreementwith Greenestone Clinic Inc., a Canadian corporation (“Greenestone Clinic”), whereby Greenestone Clinic provided consulting services for the Company’s development and operation of medical clinics in the province of Ontario, Canada. Specifically, Greenestone Clinic provided medical and business expertise in theinitialstartup of private clinics and technical assistance to ensure that the clinics were in compliancewithgovernmental policy and procedure requirements as well as any operational requirements.Atthe time of enteringinto thisconsulting agreement, Greenestone Clinic operated a clinic at the Muskoka property now housing its addiction treatment clinic and provided endoscopy services. The Company started offering medical services thatin June 2010, offering various medical services, including endoscopy, cardiology and executive medicals, which services were subsequently sold.

On May 15,2010, the Company had plannedsecured a sublease of space (which was previously the Rothbart Pain Clinic) of approximately 8,000 sq. ft. to offerbe used as the Company’s executive offices and to run an endoscopy clinic. The Company, through its wholly owned subsidiary GreeneStone Clinic Muskoka Inc. (“GreeneStone Muskoka”),alsoentered into a lease with the owner of the Muskoka premises on April 1, 2011 and provided mental health and addiction treatment services and operated an in- patient addiction treatment center at this location.

Recent Developments

On February 14, 2017, GreeneStone completed a series of transactions (referred to collectively as the “Restructuring Transactions”), including a share purchase agreement (the “SPA”) whereby GreeneStone acquired the stock of the company holding the Muskoka Healthcare Clinic real estate, an asset purchase agreement (the “APA”) and lease (the “Lease”) whereby the Company sold all of the Muskoka clinic business assets and leased the clinic building to the buyer, and a real estate purchase agreement and asset purchase agreement whereby GreeneStone purchased the real estate and business assets of Seastone Delray (the “Florida Purchase”).

The Stock Purchase Agreement

Under the SPA, the Company acquired 100% of the stock of Cranberry Cove Holdings Ltd. (“CCH”) from Leon Developments Ltd. (“Leon Developments”), a company wholly owned by Shawn E. Leon, who is the President, CEO, and CFO of GreeneStone (“Mr. Leon”). CCH owns the real estate on which the Company’s rehabilitation clinic (“the Canadian Rehab Clinic”) in its firstMuskoka, Ontario medical clinic.is located. The total consideration paid by GreeneStone was CDN$3,300,000 (an appraised value of CDN$10,000,000 less the outstanding mortgage loan), which was funded by the assignment to Leon Developments of certain indebtedness owing to GreeneStone in the amount of CDN$659,918, and the issuance of 60,000,000 shares of the Company’s common stock to Leon Developments, valued at approximately US$0.033 per share (the “Shares”).

 

 

The Asset Purchase Agreement and Lease

OnUnderMaythe15,APA,the assets of the Canadian Rehab Clinic were sold by GreeneStone, through its subsidiary, GreeneStone Clinic Muskoka Inc. (the “Rehab Clinic Subsidiary”), to Canadian2010,AddictionResidential Treatment LP (the “Purchaser”), for a total consideration of CDN$10,000,000,plus anadditionalperformance payment of up to CDN$3,000,000 performance payment to be received in2019if certain clinic performance metricsaremet. The Purchaser completed the salewithcash proceeds to the Company secured a subleaseofspace (whichwaspreviouslytheRothbart PainClinic) CDN$10,000,000, ofapproximately 8,000 sq. ft. tobeused astheCompany’sexecutiveoffices and to run anendoscopy clinic,whichCDN$1,500,000was subsequently sold.willremain in escrow for up totwoyears to cover indemnities given by the Company. Asidefromusing the proceeds of the Muskoka clinic asset sale to paydownsignificant tax debts and operational costs of the Company, the Company also used the proceeds to fund the Florida Purchase.

Through the APA, substantially all of the assets of the Rehab Clinic Subsidiary were sold, leaving GreeneStone with only the underlying clinic real estate, which GreeneStone through its newly acquired subsidiary CCH concurrently leased to the Purchaser. The Lease is a triple net lease and provides for a five (5) year primary term with three (3) five year renewal options, annual base rent for the first year at CDN$420,000 with annual increases, an option to tenant to purchase the leased premises and certain first refusal rights.

The Florida Purchase

On May 17, 2016 Greenstone, through its wholly owned subsidiaries; Seastone Delray Healthcare, LLC (“Seastone”) and Delray Andrews RE, LLC (“Andrews”), both Florida limited liability companies, together with GreeneStone, entered into an Asset Purchase Agreement (“Seastone APA”), and a Management Services Agreement (“Management Agreement”), with Seastone of Delray, LLC, a Florida limited liability company (“Seastone Delray”) in order to operate and ultimately acquire Seastone Delray’s business of providing addiction treatment health care services (the “Seastone Business”). Also on May 17, 2016, the Company started offering medicalentered into a commercial real estate contract (the “RE Contract”) with Seastone Condominiums of Delray, LLC and 810 Andrews, LLC, both Florida limited liability companies (“the RE Sellers”) to acquire certain real property used to operate the Seastone Business.

Pursuant to the terms of the Management Agreement, the Company operated Seastone Delray’s addiction treatment health care services in Junebusiness (the “Seastone Business”) until it purchased the Business.2010,offering various medical services,includingendoscopy,cardiologyandexecutivemedicals, which services were subsequently sold as part ofImmediately after closing on the sale of our subsidiary, 1816191 Ontario (“1816191”) duringDecember2014.

InMarch2011,GreenestoneClinic,aformerCompanyconsultant, gave upthepremises in Bala,Ontario,previously leasedbyGreenestoneClinicand operated as a private medicalresortand alsoallowed theCompany todoits Muskoka clinic business,usingthe“GreeneStone” name. The Company,through itswholly ownedsubsidiary GreeneStoneClinicMuskokaInc. (“GreeneStoneMuskoka”)enteredintoa leasewith the owneroftheMuskokapremisesonApril1, 2011.The Companyoffersonlymentalhealthandaddictiontreatment services atthis location whichoperates as an in-patientaddictiontreatmentcenter.

On December 17, 2014, the Company completed the sale of all of the outstanding shares of its subsidiary, 1816191, for the sum of CAD$1,282,002, comprised of the agreed purchase price of CAD$1,250,000 andFebruary 14, 2017, GreeneStone closed on the acquisition of net assetsthe Seastone Business and real estate assets. The purchase price for the Florida transaction was $6,150,000, which is being funded by a purchase money first mortgage in the amount of $3,000,000 at closing5% per annum payable at $15,000 per month for three years; and $3,150,000 in cash. The Seastone Business is now the primary business of CAD$32,002. The sale was made pursuant to a Share Purchase Agreement, dated October 6, 2014, byGreeneStone and between the Company and Jaintheelal Parekh Medicine Professional Corporation (“Jaintheelal”). The Company and Jaintheelal entered into a revised Share Purchase Agreement on December 16, 2014.

JaintheelalisownedbyDr.Jay Parekh,theCompany’sformerMedical director in chargeofEndoscopy. The sale priceof CAD$1,282,002included theassumptionby Jaintheelal of debtinthesame amount asthesale price,whichdebt wasowedby1816191totheCompany intheamountof CAD$895,496and toJaintheelal ofCAD$386,542. Atclosing, Jaintheelaloffsettheassumeddebttotheregistrantof CAD$895,496 by US$277,500 throughthecancellation of2,408,268 sharesoftheCompany’s commonstock,for a net amountduetotheCompanyof US$493,807.The remainderoftheassumeddebtowedby1816191totheCompanywas originallyduetotheCompanyonJune30,2015,which duedate was extendedto December31,2015,thisloanhasnotbeenextendedbeyond thisdateasofthedatehereof,it is intheformofan interest bearingnote withacouponof 5%per annum.

The Company’s principaloperationsarenow theprovisionofaddictiontreatment services.being operated through its wholly owned subsidiary Seastone Delray Healthcare, LLC.

 

Corporate Structure

 

TheAt the beginning of the 2016 fiscal year, the Company currently hashad one, wholly owned, operating subsidiary, GreeneStone Muskoka. During the year, and in connection with the restructuring transactions discussed above, the Company formed two new subsidiaries, Seastone Delray Healthcare, LLC (“Seastone Delray”) and Delray Andrews RE, LLC (“Delray Andrews”), both Florida limited liability companies

 

GreeneStone Muskoka Treatment CenterSubsequent to year end, the Company’s Restructuring Transactions had the following effect:

1.disposed of substantially all of the assets of Greenestone Muskoka;
2.acquired,from Leon Developments,100%of the stock of Cranberry CoveHoldings Ltd (“Cranberry Cove”), theowner of the real estatewhich houses the Greenestone Muskoka Clinic, and subsequently leasedthe clinic real estateto the purchaser of the Greenestone Muskoka assets;
3.acquired the business of Seastone Delray as a going concern, and is currently operating it through its wholly owned Seastone Delray subsidiary;
4.acquired, through its wholly owned Delray Andrews subsidiary,certain real property in Delray Beach, Florida where it operates the Seastone Business; and
5.changed its corporate name from Greenestone Healthcare Corporation to Ethema Health Corporation effective April 4, 2017.

 

On February 1, 2011,Dr.Paul Garfunkel was retained on a six-month consulting contract to advise the Company on its plan to go into the addiction treatment business.Dr.Garfunkel formed a Clinical Advisory Group (“CAG”) including himself,Dr.Clive Chamberlain,Dr.Greg Donahue and Janice Harris R.N. The CAG created the mission and protocols for the addiction treatment business and was tasked to hire a leader for the addiction treatmentbusiness.

On April 1, 2011, the Company through GreeneStone Muskoka, entered into a lease (the “Bala Lease”) with Cranberry Cove Holdings Ltd. (“Cranberry”), the owner of the Bala, Ontario property (the “Bala Property”) in order to operate a mental health and addiction treatment center at the property. On April 1, 2011 (the “Purchase Date”), GreeneStone Muskoka purchased all of the assets of Greenestone Clinic that were previously used for the operation of the executive medical center located at the Bala Property. This gave GreeneStone Muskoka a turnkey opportunity to start up its addiction treatment business (the “GreeneStone Muskoka TreatmentCenter”).

On April 1, 2011,Dr.Susan K. Blank was hired under a one-year contract to run the GreeneStone Muskoka Treatment Center.Dr.Blank worked with the CAG to refine the mission and protocols for the GreeneStone Muskoka Treatment Center and worked on the policies and procedures for the operation of the treatmentcenter. 

 

In August 2011, the GreeneStone Muskoka Treatment Center began providing addiction treatment services and took its first paying clients. The GreeneStone Muskoka Treatment Center offers clients a 45day program that costs between CAD$27,000 and CAD$37,000 per treatment period. Treatment is individualized, providing the first two weeks of treatment, with an assessment thereafter and often, a recommendation to extend treatment. The treatment offered is concurrent, with addiction and co-occurring mental health disorders treated at the same time. The center has a 36 bed capacity and can easily be expanded beyond that capacity. Treatment consists of group and individual therapy, as well as recreation therapy. Clients are taught about nutrition and are provided with nutritious food while intreatment.

In November of 2011, the CAG was disbanded after achieving its goals. In March 2012, Dr. Blank and two contract therapists, all of whom were from the United States, were replaced by a more permanent team of Canadian doctors and therapists.

Employees

 

As of December 31, 2015, GreeneStone Healthcare2016, Ethema Health Corporation had no employees and its subsidiary GreeneStone Clinic Muskoka had approximately 32 employees. Following the restructuring Transactions as of April 12, 2017, the Company had 14 employees.

 

Marketing

 

The addiction treatment business operates as a private pay service. The customers get no government or OHIP subsidy to attend our treatment facility. The decision to attend the treatment center is made by eachindividual,making it important to market our services to theindividual.Thereare a large number of mental health professionals thatrefer to the treatment center andwe ensure thatwe maintain contactwith and market to these professionals.Ourmarketingefforts arelongterm processes of establishing relationshipswithrelevant professionals and our treatmentstaff.We use industry specific conferences and functions to networkwith these professionals.

 

Approximately 70% of our clients are sourced via the Internet. This is the single biggest focus for our marketing team, Search Engine Optimization (SEO) is very important and the Company aggressively seeks the maximum cost/benefit relationships with specialist firms in this field. We believe our marketing efforts are successful and effective.

 

Competition

 

The private pay addiction treatment business is not well established in Canada and there are only a few competitors that provide these services. Two of the biggest providers are also government hospital licensed facilities, that do both OHIP insured services and privately paid services. Most hospitals have a mental health unit that can handle detoxification, but do not provide addiction treatment programs. There is only one large competitor with a similar offering to GreeneStone Muskoka, located on the west coast of Canada. There are hundreds of private paid facilities in the United States and they collectively, represent a major competitor for those with the ability to pay for addiction services. Addiction service facilities in the United States that offer the same level of treatment offered by our Company are generally 50% to 100% more expensive than we are. We believe that travel to the United States by potential customers with potential travel restrictions as well as the higher cost eliminates many U.S. facilities as competition.

 

Environmental Regulations

 

The Company is not currently subject to any pending administrative or judicial enforcement proceedings arising under environmental laws or regulations. Environmental laws and regulations may be adopted in the future which may have an impact upon the Company’s operations.

 

Item 1A. Risk Factors.

 

Not applicable because we are a smaller reporting company.

 

Item1B. UnresolvedStaffComments

 

none.

 

Item 2. Properties.

 

GreenestoneEthema Executive Offices and Endoscopy Unit

The Company’s executive officesare located at5734 Yonge Street, Suite300, Toronto, Ontario, Canada M2M 4E7, consisting of approximately 8,000 sq. ft. and takes up the entire third floor of thebuilding (the “Yonge Street Facility”). This facility was leased by1816191 and the primary activity atthisfacility was endoscopy procedures. The Company enteredintoa sublease for office space at these premisesfrom1816191on a month to month basis.

 

Lease of Greenestone Muskoka Treatment Facility

The BalaGreenestone Muskoka Treatment Facility is located in Bala, Ontario at3571 Highway 169.The property is 43 acres in size and contains approximately 48,000 square feet ofbuildings.The property is leased fromThe property isownedbyEthema’swholly owned Canadian subsidiary Cranberry Cove and has been leasedtothenew owner ofthe Muskoka Clinic for a term of five years,which commencedends on April 1, 2014 and hasFebruary 28,2022.The Lease givesthetenant anoptionto extend forthreeadditional five (5) year terms, an additional three years. Further, the Company has an optionto purchase the property at any time duringfor apurchaseprice of $7,000,000 in the first (36) months of the term and thereafter at a purchase price increased by $1,500,000 for each successive year up to a maximum of the lease for $10.0 million dollars$10,000,000, and a right of first refusal in the event of a sale to a third party.

Delray Beach Real Estate

 

The real estate acquired in Delray Beach, Florida consist of two parcels of land. The first parcel is located at 810 Andrews Avenue, Delray Beach, Florida, is 0.34 acres in size and has a two-story, 2,839 square foot CBS office building constructed in 1963. It is in good condition, and is currently used as an office for addiction treatment services. The second parcel, is located at 801 Andrews Avenue, Delray Beach, Florida, is 0.34 acres in size and has a two-story, residential condominium building containing 10 units totaling 8,844 square feet. The improvements were constructed in 1971 with the latest renovation occurring in 2014. The property was being used as a sober home.

Item 3. Legal Proceedings.

 

We

A former employee has filed suit against the Company asserting wrongful dismissal, claiming damages between CDN$43,500 and CDN$50,000 this matter is under discussion with the plaintiff, we feel that the damages claimed are remote.

Other than disclosed above, wearecurrently notinvolvedin anylitigationthatwebelieve could have a material adverseeffecton our financialconditionor results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court,publicboard, government agency, self-regulatoryselfregulatory organization orbody pendingor,to theknowledgeof the executiveofficersof our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’officersor directors in their capacities as such, inwhichan adverse decision could have a material adverse effect.

Item 4. Mine Safety Disclosures.Disclosures.

 

None.

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

(a)Market Information

(a)Market Information

The Company’s common stock is quoted on the Over-the-counter Bulletin Board (the “OTCBB”) under the symbol “GRST”. The Company was sponsored by the market maker Wilson Davis & Co. from Salt Lake City, Utah, which filed a Form 15c2-11 application with the Financial Industry Regulatory Authority (“FINRA”) for the Company in 2011. This application was approved by FINRA in February 2012, and Wilson Davis & Co. first quoted the stock in March 2012.

 

The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCBB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 

 Period Ending December 31, 2015
Quarter Ended High $ Low $
 March 31   0.08   0.02 
           
 June 30   0.04   0.03 
           
 September 30   0.04   0.03 
           
 December 31   0.08   0.01 
           
  Period Ending December 31, 2014
 Quarter Ended     High $     Low $ 
 March 31   0.31   0.11 
           
 June 30   0.16   0.05 
           
 September 30   0.15   0.05 
           
 December 31   0.13   0.05 

 HIGH  LOW 
     
Fiscal Year 2016     
First quarter   $0.08    $0.02
Second quarter   $0.06    $0.02
Third quarter$0.06 $0.03
Fourth quarter$0.03 $0.02
      
Fiscal Year 2015     
First quarter$0.08 $0.02
Second quarter$0.04 $0.03
Third quarter$0.04 $0.03
Fourth quarter$0.08 $0.01

 

Quotations on the OTCBB reflect bid and ask quotations, may reflect inter-dealer prices, without retail markup, markdown or commission and may not represent actual transactions.

 

(b)Holders

(b)Holders

The number of record holders of the Company’s common stock as of April 10, 2015, was approximately 149.11, 2017 is 151.

 

(c)Dividends

(c)Dividends

We have never paid any cash dividends on our common shares, and we do not anticipate that we will pay any dividends with respect to those securities in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion development of our business.

 

(d)Securities Authorized for Issuance Under Equity Compensation Plans

(d)Securities Authorized for Issuance Under Equity Compensation Plans

 

As of December 31, 2015,2016, there were 10,000,000 common securities authorized for issuance under the Company’s 2013 Stock Option Plan (which was previously approved by securityholders). security holders) of which there were 480,000 options outstanding as of December 31, 2016.

 

Recent Sales of Unregistered Securities

 

In the securities transactions described below, shares were issued pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended, afforded the Company under Section 4(a)(2) promulgated thereunder due to the fact that the issuance did not involve a public offering because of the insubstantial number of persons involved in each offering, the size of the offering, manner of the offering and number of shares offered. Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(a) (2) of the Securities Act for these transactions.

 

The following is a summary of the securities transactions during the year ended December 31, 2015:2016:

 

On January 15, 2015 the Company issued 300,000 shares of the Company’s common stock to JMJ pursuant to the conversion of a convertible note totaling US$8,117 at a conversion price of US$0.027 per share.

1.The Company issued 1,000,000 common shares valued at $50,000 to a third party in terms of an investor relations consulting agreement enteredintoon June 17,2016.

 

2.OnDecember 19,2016the Company closed on a private offering (the “Private Offering”) to raise USD$500,000 in capital. Pursuant to the Private Offering, the Company enteredintoconvertiblenoteagreements (the"SeriesL Convertible Notes" or the "Notes") in exchange for advances to the Company of $469,011withcertain accredited investors (each an “Investor,” and collectively the “Investors”) and a warrant agreement (the“WarrantAgreement”) equal to oneWarrantfor each dollar of ConvertibleNoteissued. The ConvertibleNotesand Warrants issued by the Company raised an aggregate principal amount of USD$469,011 as follows: (i) the Company issued eightNotesfor a total of USD$469,011 convertible at theoptionof the Investorsinto15,633,709 shares the Company’s common stock (the “Common Stock”), par value USD$0.01; and (ii) the Company issued 15,633,709 Warrants. Unless otherwise provided for in the Notes, theNotesbear a 0% interest rate and mature six monthsfromthe date of issuance.Atany time during the term of each of the Notes, each of the Investors may elect to convert the amount owed under aNoteto shares of Common Stock of the Company, at a conversion price of USD$0.03 per share of Common Stock. The WarrantsentitleeachWarrantholder to purchase a single share of the Company’s Common Stock at an exercise price of USD$0.03 per share for eachWarrantexercised. The Warrants expire on December 18,2019.$249,444 of the proceeds raised in the Private Offering has been used to repay in full certain indebtedness of the Company to JMJ Financial. The Company plans to use the balance of the proceeds for its operations.

On March 31, 2015, the Company cancelled 2,909 shares of the Company’s common stock pursuant to a convertible note conversion to recognize the effect of the currency exchange difference in the note conversion.

On March 31, 2015, the Company issued 250,000 shares of the Company’s common stock and 106,000 of the Company’s Series B Preferred stock to Castelli as compensation for services rendered totaling$56,096.

On April 30, 2015, the Company issued 1,060,000 shares of the Company’ common stock to Castelli upon conversion of the 106,000 Series B Preferred stock, mentioned above, at a conversion ratio of10:1.

 

Penny Stock

 

The U.S. Securities and Exchange Commission (the “SEC”) has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

 

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

 

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

Item 6. Selected Financial Data.

 

Not applicable as we are a smaller reporting company.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward-Looking Statements

 

This annual report on Form 10-K and other reports filed by Greenestone Healthcare Corp. (“we,” “us,” “our,” or the “Company”) from time to time with the SEC contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-lookingforward- looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

 

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates. This discussion and analysis should be read in conjunction with the Company’s financial statements and accompanying notes to the financial statements for the year ended December 31, 2015.2016.

 

Plan of Operation

 

During

Subsequent to year end, the next twelve months, theCompany sold its addiction treatment center located in Ontario Canada, and acquired an addiction treatment center located in Delray Beach Florida, as described below. The Company plans to continue and expand its operations in the USA as a provider of addiction and after-careaftercare treatment services. The Company plans to focus on the growth of its addiction and aftercare treatment units while simultaneously reducing costs in current operations.

 

The Company finalized theOnMay 17,2016Greenstone, through itswholly ownedsubsidiaries; Seastone Delray Healthcare, LLC (“Seastone”) and Delray Andrews RE, LLC (“Andrews”),bothFlorida limitedliabilitycompanies, togetherwithGreeneStone, enteredintoan Asset Purchase Agreement (“SeastoneAPA”), a Commercial Real estate contract (“RE Contract”), and a Management Services Agreement (“Management Agreement”),with Seastone of Delray, LLC, a Florida limitedliability company (“Seastone Delray”).

On February 14, 2017, and in terms for the acquisition of the property currently leased byagreements entered into on May 19, 2016, GreeneStone completed a series of transactions (referred to collectively as the Company. The property, which is“Restructuring Transactions”), including a share purchase agreement (the “SPA”) whereby GreeneStone acquired the location of GreeneStone's Muskoka addiction treatment center, encompasses approximately 48,000 square feet of buildings on 43 acres and is adjacent to Lake Muskoka in Ontario. The Company expects this deal to close by the second quarterstock of the 2016 financial year, oncecompany holding the appropriate funding has been raised.

The Company plans to expand its addiction treatment business with acquisitions. In 2014,Muskoka Healthcare Clinic real estate, an asset purchase agreement (the “APA”) and lease (the “Lease”) whereby the Company entered intosold all of the Muskoka clinic business assets and leased the clinic building to the buyer, and a non-binding letterreal estate purchase agreement and asset purchase agreement whereby GreeneStone purchased the real estate and business assets of intent with Venture Academy to acquire teen addition treatment centers in Ontario and British Columbia. The Company will need to raise additional capital for this acquisition, which would require the sale of its equity and/or debt securities and securing bank financing.

Results of OperationsSeastone Delray (the “Florida Purchase”)

 

For the Fiscal Year Ended December 31, 2015, Compared to the Fiscal Year Ended December 31, 2014The Stock Purchase Agreement

Under the SPA, the Company acquired 100% of the stock of Cranberry Cove Holdings Ltd. (“CCH”) from Leon Developments Ltd. (“Leon Developments”), a company wholly owned by Shawn E. Leon, who is the President, CEO, and CFO of GreeneStone (“Mr. Leon”). CCH owns the real estate on which the Company’s rehabilitation clinic (“the Canadian Rehab Clinic”) in Muskoka, Ontario is located. The total consideration paid by GreeneStone was CDN$3,300,000 (an appraised value of CDN$10,000,000 less the outstanding mortgage loan), which was funded by the assignment to Leon Developments of certain indebtedness owing to GreeneStone in the amount of CDN$659,918, and the issuance of 60,000,000 shares of the Company’s common stock to Leon Developments, valued at approximately US$0.033 per share (the “Shares”).

 

The Asset Purchase Agreement and Lease

UndertheAPA,the assets of the Canadian Rehab Clinic were sold by GreeneStone, through its subsidiary, GreeneStone Clinic Muskoka Inc. (the “Rehab Clinic Subsidiary”), to CanadianAddictionResidential Treatment LP (the “Purchaser”), for a total consideration of CDN$10,000,000,plus anadditionalperformance payment of up to CDN$3,000,000 performance payment to be received in2019if certain clinic performance metricsaremet. The Purchaser completed the salewithcash proceeds to the Company of CDN$10,000,000, ofwhichCDN$1,500,000willremain in escrow for up totwoyears to cover indemnities given by the Company. Asidefromusing the proceeds of the Muskoka clinic asset sale to paydownsignificant tax debts and operational costs of the Company, the Company also used the proceeds to fund the Florida Purchase.

Through the APA, substantially all of the assets of the Rehab Clinic Subsidiary were sold, leaving GreeneStone with only the underlying clinic real estate, which GreeneStone through its newly acquired subsidiary CCH concurrently leased to the Purchaser. The Lease is a triple net lease and provides for a five (5) year primary term with three (3) five year renewal options, annual base rent for the first year at CDN$420,000 with annual increases, an option to tenant to purchase the leased premises and certain first refusal rights.

The Florida Purchase

Immediately after closing on the sale of its Muskoka clinic business, GreeneStone closed on the acquisition of the business and real estate assets of Seastone Delray pursuant to certain real estate and asset purchase agreements This businesswillbe operated through itswholly ownedsubsidiary Seastone. The purchase price for the Seastone assets was US$6,150,000 financedwith a purchase money mortgage of US$3,000,000, and US$3,150,000 in cash.

Results of operations for the year ended December 31, 2016 and the year ended December 31, 2015.

The company sold its Greenestone Muskoka Treatment Center effective February 17,2017,simultaneouslywiththe purchase of the assets and real estate of an addiction treatment center in Delray Beach, Florida. The disposal of the Greenestone Muskoka Treatment Center has been reflected as a discontinued operation in the financial statements as of December 31,2016and2015and the results of operations and cash flows for theyearsended December 31,2016 and2015.

Revenue

Wehad no revenues totaling $3,138,878 and $3,416,342 for the years ended December 31,2016and2015, and 2014, respectively, a decrease of $277,464 or 8.1%. We operate in Canada and our functional currency isdue the Canadian Dollar. Our revenue, in Canadian Dollars increased from CAD$3,963,274 to CAD$4,003,090 for the years ended December 31, 2014 and 2015, respectively, an increase of $39,816 or 1.0%. The decrease in revenue in US$ terms is attributable to the relative strengthdisposal of the US$ againstGreenestone Muskoka Treatment Center, effective February 17,2017. The revenue of the CAD$ during the current year, the average exchange rate between the CAD$ and the US$Greenestone Muskoka Treatment Center has weekend from $0.9051been reflected as a discontinued operation in the prior year to $0.7833 in the current year, a decrease in the average exchange rate of 15.5%. The Company believes that revenue will grow over the next year.these financial statements.

 

Operating Expenses

 

Operating expenses totaled $3,409,450$790,880 and $4,757,851$450,221 for the years ended December 31, 2016 and 2015, and 2014, respectively, a decreasean increase of $1,348,401$340,659 or 28.3%75.7%. The decreaseincrease in operating expenses in US$ terms is attributable to the relative strength of the US$ against the CAD$ during the current year, the average exchange rate between the CAD$ and the US$ has weekend from $0.9051 in the prior year to $0.7833 in the current year, a decrease in the average exchange rate of 15.5%. The decline in the currency exchange rate accounts for approximately $530,156 of the differential. The non-currency decrease is primarily attributed to a reduction in labor of $903,217 due to a reduction in labor overhead costs and the cessation of aftercare services and a non-currency decrease in rental expense ofapproximately $91,765 due to a re-negotiation of our rental arrangement at our executive offices.to:

 

·General and administrative expenses of $144,536 and $55,577 for the years ended December 31, 2016 and 2015, respectively, increased by $88,959 or 160.1%, primarily due to $57,100 incurred in investor relations expenditure during the current year and travel expenditure of $21,305 incurred primarily on the Seastone transaction.
·Management fees of $257,283 and $97,152 for the years ended December 31, 2016 and 2015, respectively, increased by $160,131 or 164.8%, primarily due to a temporary reduction in the charge in the prior year.
·Professional fees of $249,395 and $297,492 for the years ended December 31, 2016 and 2015, respectively, decreased by $48,097 or 16.2%, primarily due to audit fees incurred in the prior year and a marketing related expense which was not incurred in the current year.
·Salaries and wages of $139,666 and $0 for the years ended December 31, 2016 and 2015, respectively, increased by $139,666 or 100%, primarily due to salaries related to the holding company operations previously being expensed through the operating subsidiaries. These expenses were recorded at the holding company level during the current year and represent administrative salaries.

Operating loss

 

The operating loss totaled $270,572$790,880 and $1,341,509$450,221 for the years ended December 31, 2016 and 2015, and 2014, respectively, a decreasean increase of $1,070,937, primarily due$340,659 or 75.7%. The increase is attributable to the declinemovement in operating expenses explainedabove.discussed above.

Other income

Other income of $72,508 and $0 for the years ended December 31, 2016 and 2015, respectively, represents the proceeds related to the sale of certain oil rights which belonged to the Company prior to changing its operations to that of drug rehabilitation and treatment centers.

 

Other expense

 

Other expense of $457,913$156,387 and $427,298 for the years ended December 31, 2016 and 2015, respectively consists primarily of expenses incurred in operating the Seastone of Delray Clinic, in terms of a management agreement, prior to its acquisition on February 14, 2017 and in the prior year we recognized a provision of $446,476 raised against thefor a receivable on the sale of the Endoscopy clinic. This receivable was fully provided forendoscopy clinic as there were no payments received in accordance with the agreement or any payments received as of the date hereof.

 

Interest expense

 

Interest expense totaled $192,104of $29,504 and $310,583$19,580 for the years endedDecember31, 20152016 and 2014, 2015,respectively, a decrease of $118,479 or 38.1%. The decline consists of an approximate decline of $29,871 due to the deterioration in the exchange rate and a reduction in the interest bearing convertible notes which were carried in the prior year, offset by an increase in interest expense attributable of $9,924 or 50.7% wasprimarilydueto interestthe shortterm convertiblenoteadvanced tothe Company during the currentyearandrepaidbeforeyearend.

Debt discount

A Debt discount of $93,244 was recognized on payroll and Harmonized SalesTax(“HST”), and accruals for income taxpenalties.a convertible loan agreement entered into during the current year.

Foreign exchange movements

 

Foreign exchange movements of $184,586, represent$811 and $(97,858) for the years ended December 31,2016 and2015, represents the realized exchange lossgains and (losses) on monetary assets andliabilitiessettled during the current year as well asmarkto market adjustments on monetary assets andliabilitiesreflected on the balance sheet and denominated in Canadian Dollars. The movement is a function of the exchange rate for theyear,during the prior year the exchange rate wasmorevolatileand experienced a general deterioration against the Dollar, the exchange rate has beenmorestable during the currentyear.

 

TaxationNet income (loss) from discontinued operations

The net income (loss) from discontinued operations of $735,987 and $(160,219) for the years ended December 31, 2016 and 2015, respectively, an increase of $896,206 or 559.4% was primarily due an increase in the number of patients treated at the facility, predominantly from various Canadian Government departments. The Greenestone Muskoka Treatment facility located in Ontario was disposed of on February 14, 2017 and had therefore been treated as a discontinued operation in these financial statements.

 

A taxation expenseNet loss

Net loss of $50,000 was provided$260,709 and $1,155,176 for the years ended December 31, 2016 and 2015, respectively, a decrease of $894,467 or 77.4%, primarily due to the increase in operating expenses, offset by the improvement in the currentresults of the discontinued operations prior to its disposal and the prior year as an estimateloss on write down of potential US taxes to be paid for failure to file required US tax returns in time.loans advanced by the Company on the sale of its Endoscopy clinic.

 

Net loss from discontinued operations

During the prior year, the Company disposed of its Endoscopy Clinic to a related party. The net loss from discontinued operations amounted to $248,181.

Net Loss

Net loss totaled $1,155,176 and $1,900,273 for the years ended December 31, 2015 and 2014, respectively, a decrease of $745,097, primarily due to the decrease in operating expenses, the sale of the Endoscopy unit in the prior year and the decline in interest expense, discussed above.

Contingency related to outstanding payroll tax liabilities:

 

The Company wasdelinquentin filing previous payroll tax returns resulting in taxes, interest and penalties payable at December 31, 2015 2016and 2014. 2015.As of December 31,2016and2015 and 2014 as part ofTaxes Payable, the Company has payroll taxliabilities and GSTliabilitiesof approximately $2,429,032$2,548,824 and $2,065,000,$2,290,506, respectively, due to various taxing authorities on the consolidated balance sheets. IfThese Tax liabilities were settled upon the Company does not satisfy these liabilities,disposal of the taxing authorities may place liens on its bank accounts which would have a negative impact on its abilityGreenestone Treatment Center. The remaining liability of approximately $250,000 relates to operate. Further, the actual liability may be highernonfiling of certain foreign assets forms due to interest or penalties assessed by the taxing authorities.US Federal Government. This issue is currently being addressed.

 

Liquidity and Capital Resources

 

The following table summarizes working capital at December 31, 2015,2016, compared to December 31, 2014.2015.

 

  

December 31,

2015

 

December 31,

2014

 

Increase (Decrease)

Current Assets $199,245  $793,058  $(583,813)
Current Liabilities  (3,803,668)  (3,847,826)  44,158 
Working Capital (Deficit) $(3,604,423) $(3,054,768) $(549,655)
 December 31, December 31, Increase
2016 2015 (Decrease)
     
Current assets$ 275,575 $ 219,519 $ 56,056
Current liabilities(3,637,111) (3,415,437) (221,674)
      
 $   (3,361,536) $   (3,195,918) $ (165,618)

 

Subsequent to year end, on February 17, 2017, the Company sold its Greenestone Muskoka Treatment Center for gross proceeds of CDN$10,000,000 of which CDN$1,500,000 remains in escrow should it be required to satisfy certain warranties provided in the sale agreements relating to the facility. The proceeds were used to settle the outstanding tax liabilities of the Company and to acquire a treatment facility in Delray Beach, Florida.

Over the nexttwelvemonthsweestimate that the companywillrequire $3.5million to cover the$1.0 million in working capital deficit and properly market and promote the company.as it develops its Seastone of Delray business. The company willmay have to raise equity or secure debt. There is no assurance that the Companywill be successfulwith future financing ventures, and theinabilityto secure such financing may have a material adverseeffecton the Company’s financialcondition.Intheopinionof management, the Company’sliquidity risk is assessed as high and remains unchanged medium, a changefrom the prior year.years,high risk assessment, due to the settlement of the outstanding tax liabilities mentioned above.

 

Item 8. Financial Statements and Supplementary Data.

 

GREENESTONE HEALTHCARE

ETHEMA HEALTH CORPORATION

(formerly known as Greenestone Healthcare Corporation)

 

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

(Expressed in US$ unless otherwise indicated)

 

 PAGE
Report of Independent Registered Public Accounting Firm11F-1
Consolidated Balance Sheets as of December 31, 20152016 and 2014201512F-2
Consolidated Statements of Operations for the year ended December 31, 20152016 and 2014201513F-3
Consolidated Statements of Changes in Stockholders Deficit for the years ended December 31, 20152016 and 2014.2015.14F-4
Consolidated Statements of Cash Flows for the years ended December 31, 20152016 and 2014201515F-5
Notes to the Consolidated Financial Statements17F-6

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and StockholdersofGreeneStone HealthcareCorporation Ethema Health Corporation

(formerly known as Greenestone Healthcare Corporation)

 

Wehave auditedtheaccompanying consolidated balancesheetsofGreeneStone Healthcare Ethema Health Corporation (“the Company”) as ofDecemberof December 31, 2016 and 2015and2014andtherelatedconsolidatedstatementsof operationsandothercomprehensive loss, stockholders’ deficit and cash flows forthe two years in the period endedDecember31, 20152016 and2014. 2015. These consolidated financial statementsaretheresponsibilityoftheCompany’s management.Ourresponsibility is to express anopinionontheseconsolidatedfinancial statements basedonouraudit. audit.

 

Weconducted our auditin accordancewiththestandardsofthePublic CompanyAccountingOversight Board (United States). Those standards requirethatweplan andplanperformand performthe audittoobtain reasonable assurance about whether thefinancial statementsarefreeofmaterial misstatement. The Company isnotrequired tohave,norwereweengagedtoperform, anauditof itsinternal controloverfinancial reporting.Ouraudit includedconsiderationofinternal controloverfinancial reporting as a basis fordesigningauditproceduresthatareappropriate inthecircumstances,but notforthepurposeofexpressing anopinionontheeffectivenessoftheCompany’s internal control over financial reporting. Accordingly, weexpresswe express nosuchopinion. AnAn auditalsoincludesexamining, ona test basis,evidence supportingtheamounts and disclosures inthefinancial statements, assessingthe accountingprinciplesused and significant estimates madebymanagement, aswellasevaluating theoverall financial statement presentation.Webelieve thatour auditprovidesa reasonable basis forouropinion.

 

Inouropinion,the consolidated financial statementsreferredto above presentfairly,in all material respects, the consolidated financial position of GreeneStone HealthcareEthema Health Corporation as of December 31,2016 and2015 and 2014 and the results of its operations and its cash flows for the two years in the period ended December 31,2016 and2015 and 2014 in conformitywith accounting principles generally accepted in theUnited States of America.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has sustained net losses and has a working capital and stockholder’s deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/RBSM LLP

New York, NY 10022

April 14, 201617, 2017

 

GREENESTONE HEALTHCARE CORPORATION
CONSOLDATED BALANCE SHEETS
     
  December 31, 2015 December 31, 2014
ASSETS    
Current assets        
Cash $174  $88,152 
Accounts receivable, net  183,583   164,832 
Prepaid expenses  15,489   36,388 
Due on sale of Subsidiary  —     493,806 
Total current assets  199,245   783,178 
Non-current assets        
Cash - Restricted  72,250   86,200 
Deposits  8,217   9,879 
Fixed assets, net  193,131   256,543 
Total non-current assets  273,598   352,622 
Total assets $472,843  $1,135,800 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
         
Current liabilities        
Bank overdraft $15,801   —   
Accounts payable and accrued liabilities  606,274   808,971 
Taxes payable  2,490,506   2,806,297 
Deferred revenue  181,075   143,839 
Current portion of loan payable  6,684   7,625 
Short-term loan  21,675   29,758 
Related party payables  274,469   51,336 
Total current liabilities  3,596,511   3,847,826 
Non-current liabilities        
Loan payable  8,788   18,460 
Total liabilities  3,605,299   3,866,286 
         
Stockholders' deficit        
Preferred stock - Series A; $0.01 par value, 3,000,000 authorized, nil oustanding as of December 31, 2015 and 2014.  —     —   
Preferred Stock - Series B; $0.01 par value, 10,000,000 authorized, nil outstanding as of December 31 2015 and 2014 respectively  —     —   
Common stock; $0.01 par value, 500,000,000 shares authorized; 47,738,855 and 46,131,764 shares issued and outstanding  as of December 31, 2015 and 2014 respectively  477,389   461,318 
Additional paid-in capital  16,177,534   16,129,038 
Accumulated other comprehensive income  933,826   245,187 
Accumulated deficit  (20,721,205)  (19,566,029)
Total stockholders' deficit  (3,132,456)  (2,730,486)
         
Total liabilities and stockholders' deficit $472,843  $1,135,800 

ETHEMA HEALTH CORPORATION

The accompanying notes are an integral part of the consolidated financial statements(formerly known as Greenestone Healthcare Corporation)

 

CONSOLDATED BALANCE SHEETS

     
  December 31, 2016 December 31, 2015
     
ASSETS
     
Current assets   
 Cash $                          4,779  $                             174
 Prepaid expenses                             2,710                                    -   
 Discontinued operations                         183,219                          219,345
 Related party Receivables                           84,867                                    -   
Total current assets                         275,575                          219,519
Non-current assets   
 Investment in Seastone                         110,000                                    -   
 Cash - Restricted                           74,480                            72,250
Total non-current assets                         184,480                            72,250
Total assets $                      460,055  $                      291,769
     
LIABILITIES AND STOCKHOLDERS' DEFICIT
     
Current liabilities   
 Bank overdraft $                        56,116                            15,801
 Accounts payable and accrued liabilities                         374,317                          606,275
 Taxes payable                      2,798,824                       2,490,506
 Current portion of loan payable                                   -                               6,684
 Short-term loan                      -                             21,675
 Short-term convertible oan250,258  - 
 Related party payables                         157,596                          274,496
Total current liabilities                      3,637,111                       3,415,437
Non-current liabilities   
 Loan payable                                   -                                 8,788
Total liabilities                      3,637,111                       3,424,225
     
Stockholders' deficit   
 Preferred stock - Series A; $0.01 par value, 3,000,000 authorized, nil outstanding as of December 31, 2016 and 2015.                                    -                                       -   
 Preferred Stock - Series B; $0.01 par value, 10,000,000 authorized, nil outstanding as of December 31, 2016 and 2015.                                   -                                       -   
 Common stock; $0.01 par value, 500,000,000 shares authorized; 48,738,855 and 47,738,855shares issued and outstanding  as of December 31, 2016 and 2015, respectively                         487,389                          477,389
 Additional paid-in capital                    16,509,906                     16,177,534
 Accumulated other comprehensive income                         807,563                          933,826
 Accumulated deficit                  (20,981,914)                    (20,721,205)
Total stockholders' deficit                    (3,177,056)                      (3,132,456)
Total liabilities and stockholders' deficit $                      460,055  $                      291,769
     
The accompanying notes are an integral part of the consolidated financial statements

 

GREENESTONE HEALTHCARE

ETHEMA HEALTH CORPORATION

(formerly known as Greenestone Healthcare Corporation)

CONSOLIDATED STATEMENTS OF OPERATIONS

  Year ended December 31, 2016 Year ended December 31, 2015
     
Revenues $                   -     $                  -   
     
Operating expenses   
 General and administrative             144,536              55,577
 Management fees             257,283              97,152
 Professional fees             249,395            297,492
 Salaries and wages             139,666                      -   
Total operating expenses           790,880          450,221
     
Operating loss         (790,880)         (450,221)
     
Other Income (expense)   
 Other income               72,508                      -   
 Other expense           (156,387)           (427,298)
 Interest expense             (29,504)             (19,580)
 Debt discount             (93,244)                      -   
 Foreign exchange movements                    811             (97,858)
Net loss before taxation from continuing operations         (996,696)         (994,957)
 Taxation                       -                         -   
Net loss from continuing operations         (996,696)         (994,957)
Net income (loss) from discontinued operations, net of tax             735,987           (160,219)
Net loss         (260,709)     (1,155,176)
Accumulated other comprehensive (loss) income   
 Foreign currency translation adjustment           (126,263)            688,639
     
Total comprehensive loss $      (386,972)  $    (466,537)
     
Basic and diluted loss per common share from continuing operations $              (0.02)  $             (0.02)
Basic and diluted income per share from discontinued operations $                0.02  $                  -   
Basic and diluted loss per common share $                    -     $             (0.02)
Weighted average common shares outstanding - Basic and diluted        48,305,978       47,176,078
     
The accompanying notes are an integral part of the consolidated financial statements

  

Year ended December 31,

2015

 

Year ended December 31,

2014

         
Revenues $3,138,878  $3,416,342 
         
Operating expenses        
Depreciation and amortization  90,862   83,701 
General  and administrative  940,796   903,019 
Management fees  96,705   122,271 
Professional fees  301,197   308,349 
Rent  277,563   412,488 
Salaries and wages  1,752,327   2,928,023 
Total  operating expenses  3,459,450   4,757,851 
         
Operating loss  (320,572)  (1,341,509)
         
Other expense        
Other expense  (457,913)  —   
Interest expense  (192,104)  (310,583)
Foreign  exchange movements  (184,586)  —   
Net loss before taxation from continuing operations  (1,155,176)  (1,652,092)
Taxation  —     —   
Net loss from continuing operations  (1,155,176)  (1,652,092)
Loss from discontinued operations, net of tax  —     (248,181)
Net loss  (1,155,176)  (1,900,273)
Accumulated  other comprehensive loss        
Foreign  currency  translation adjustment  688,639   71,356 
         
Total comprehensive loss $(466,537) $(1,828,917)
         
Basic and diluted loss per common share continuing  operaions $(0.02) $(0.04)
Basic and diluted loss per common share $(0.02) $(0.04)
         
Weighted average common shares  outstanding  47,317,928   46,701,090 

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                
 Preferred Series "B" Common Additional      
 Shares Amount Shares Amount Paid in Capital Comprehensive Income Accumulated Deficit Total
                
Balance at January 1, 2015                 -          $      -         46,131,764      $461,318     $  16,129,038            $   245,187  $    (19,566,029)  $     (2,730,486)
                
Shares issued for debt conversion                   -                -              300,000          3,000                5,117                        -                            -                    8,117
Shares issued for services          106,000       1,060           250,000          2,500              53,346                        -                            -                  56,906
Conversion of Series "B" Shares to common  (106,000     (1,060)        1,060,000        10,600        ( 9,540)                        -                            -                          -   
Adjustments to previously issued shares for debt conversions due to exchange adjustments                   -                -                 (2,909)             (29)                 (427)                        -                            -                      (456)
Foreign currency translation                   -                -                        -                  -                        -                  688,639                         -                688,639
Net loss                   -                -                        -                  -                        -                           -             (1,155,176)         (1,155,176)
Balance as of January 1, 2016                   -                -       47,738,855    477,389    16,177,534             933,826      (20,721,205)      (3,132,456)
                
Stock issued for services                   -                -           1,000,000        10,000              40,000                        -                            -                  50,000
Fair value of warrants issued                   -                -                        -                  -               291,955                        -                            -                291,955
Proceeds received on warrants issued                   -                -                        -                  -                      417                        -                            -                       417
Foreign currency translation                   -                -                        -                  -                        -                (126,263)                         -               (126,263)
Net loss                   -                -                        -                  -                        -                           -                (260,709)            (260,709)
Balance as of December 31, 2016                   -     $         -       48,738,855   $ 487,389   $ 16,509,906    $         807,563   $   (20,981,914)   $   (3,177,056)
The accompanying notes are an integral part of the consolidated financial statements

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

CONSOLIDATED STATEMENT OF CASH FLOWS 

  Year ended December 31, 2016 Year ended December 31, 2015
Operating activities        
Net loss $(260,709) $(1,155,176)
Net (income) loss from discontinued operations $(735,987) $160,219 
Net loss from continuing operations $(996,696) $(994,957)
Adjustment to reconcile net loss to net cash used in operating activities:        
Non cash discount movements  93,244   —   
Stock issued for services  50,000   56,906 
Other foreign exchange movements  494   60,824 
Amortization of beneficial conversion feature  —     12,709 
Provision against receivable on sale of subsidiary  —     446,476 
Changes in operating assets and liabilities        
Prepaid expenses  (2,710)  —   
Accounts payable and accrued liabilities  (232,105)  (202,697)
Taxes payable  308,318   (315,791)
Net cash used in operating activities - continuing operations  (779,455)  (936,530)
Net cash provided by operating activities - discontinued operations  775,313   (29,972)
Net cash used in operating activities  4,142   (966,502) 
Investing activities        
Investments in Seastone  (110,000)  —   
Net cash used in investing activities - continuing operations  (110,000)  —   
Net cash used in investing activities - discontinued operations  (3,199)  (25,788)
Net cash used in investing activities  113,199   25,789 
Financing activities        
Increase in bank overdraft  40,315   15,801 
Repayment of loan payable  (15,472)  (10,613)
Proceeds from short-term notes  124,350   21,675 
Repayment of short-term notes  (148,603)  —   
Proceeds from convertible notes  668,969   —   
Repayment of convertible notes  (220,000)  (34,350)
Proceeds from related party notes  (201,766)  223,160 
Proceeds from warrants issued  417   —   
Net cash provided by financing activities  248,210   215,673 
Effect of exchange rate on cash  (126,263)  688,639 
Net change in cash  4,605   (87,978)
Beginning cash balance  174   88,152 
Ending cash balance $4,779  $174 
Supplemental cash flow information        
Cash paid for interest $39,136  $10,703 
Cash paid for income taxes $—    $—   
Non cash investing and financing activities        
Common stock issued on conversion of convertible notes $—    $8,117 
Common stock issued for conversion of Series B shares $—    $1,060 
Debt discount in relations to warrants issued with convertible debt $291,955  $—   

The accompanying notes are an integral part of the consolidated financial statements                

F-5

GREENESTONE HEALTHCARE CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                 
  

Preferred

Series "B"

 Common Additional Paid in Comprehensive Accumulated   
  Shares Amount Shares Amount Capital Income Deficit Total
                                 
Balance as of December 31, 2013  —    $—     41,065,582  $410,656  $13,920,629  $264,135  $(17,665,756) $(3,070,336)
                                 
Surrender of shares as part of sale of subsidiary  —     —     (2,408,268)  (24,083)  (253,417)  —     —     (277,500)
Disposition of subsidiary  —     —             1,104,407   (90,304)      1,014,103 
Common stock issued for convertible notes  —     —     728,459   7,285   190,445   —     —     197,730 
Common stock issued for short term note  —     —     2,245,991   22,460   104,616   —     —     127,076 
Shares issued for cash  —     —     4,500,000   45,000   337,500   —     —     382,500 
Stock option compensation  —     —     —     —     679,858   —     —     679,858 
Beneficial conversion feature of debt issuances  —     —     —     —     45,000   —     —     45,000 
Foreign currency translation  —     —     —     —     —     71,356   —     71,356 
Net loss, year ended December 31, 2014  —     —     —     —     —     —     (1,900,273)  (1,900,273)
Balance as of December 31, 2014  —    $—     46,131,764   461,318   16,129,038   245,187   (19,566,029)  (2,730,486)
                                 
Shares issued for debt conversion  —     —     300,000   3,000   5,117   —     —     8,117 
Shares issued for services  106,000   1,060   250,000   2,500   53,346   —     —     56,906 
Conversion of Sries "B" Preferred shares to common  (106,000)  (1,060)  1,060,000   10,600   (9,540)  —     —     —   
Adjustments to previously issued shares for debt conversion, due to exchange adjustments  —     —     (2,909)  (29)  (427)  —     —     (456)
Foreign currency translation          —     —     —     688,639   —     688,639 
Net loss, year ended December 31, 2015  —     —     —     —     —     —     (1,155,176)  (1,155,176)
Balance as of December 31, 2015  —    $—     47,738,855  $477,389  $16,177,534  $933,826  $(20,721,205) $(3,132,456)

The accompanying notes are an integral part of the consolidated financial statements

 

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

GREENESTONE HEALTHCARE CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
  Year ended December 31, 2015 Year ended December 31, 2014
Operating activities        
Net loss $(1,155,176) $(1,900,273)
Net loss from discontinued operations  —     248,181 
Net loss from continuing operations  (1,155,176)  (1,652,092)
Adjustment to reconcile net loss to net cash (used in) provided by operating activities:        
Depreciation and amortization  90,862   83,701 
Provision for bad debts  (14,010)  (1,148)
Provision against receivable on sale of subsidiary  446,476   —   
Stock issued for services  56,906   679,858 
Other foreign exchange movements  46,874   —   
Amortization of beneficial conversion feature  12,709   21,650 
Changes in operating assets and liabilities        
Accounts receivable  (4,740)  30,819 
Prepaid expenses  20,899   38,256 
Accounts payable and accrued liabilities  (115,340)  368,364 
Taxes payable  (315,791)  434,378 
Deferred revenue  37,236   36,364 
Net cash (used in) provided by operating activities - continuing operations  (893,095)  40,150 
Net cash provided by operating activities - discontinued operations  —     531,788 
Net cash (used in) provided by operating activities  (893,095)  571,938 
         
Investing activities        
Purchase of fixed assets  (27,450)  (56,998)
Movement in deposits  1,662   —   
Net cash used in investing activities  (25,788)  (56,998)
         
Financing activities        
Decrease in restricted cash  13,950   7,820 
Increase (decrease) in bank overdraft  15,801   (126,073)
Repayment of loan payable  (10,613)  (9,992)
Repayment of notes payable  (34,350)  (328)
Proceeds from short-term notes  21,675   150,000 
Proceeds from related party notes  135,804   —   
Repayment of related party notes  —     (203,541)
Proceeds from the sale of common stock  —     382,500 
Net cash provided by financing activities - continuing operations  142,267   200,386 
Net cash used in financing activities - discontinued operations  —     (698,530)
Net cash provided by financing activities  142,267   (498,144)
         
Effect of exchange rate on cash  688,639   71,356 
         
Net change in cash  (87,978)  88,152 
Beginning cash balance  88,152   —   
Ending (overdraft) cash balance $174  $88,152 
         
Supplemental cash flow information        
Cash paid for interest $19,202  $80,531 
Cash paid for income taxes $—    $—   
         
Non cash investing and financing activities        
Common stock issued on conversion of convertible notes $8,117  $197,730 
Common stock issued on conversion of short term notes payable $—    $127,076 
Common stock surrendered on disposition of subsidiary $—    $277,500 

The accompanying notes are an integral part of the consolidated financial statements

GREENESTONE HEALTHCARE CORPORATION 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1.Nature of Business

1.Nature of Business

 

GreeneStone Healthcare

Ethema Health Corporation (the “Company”) was incorporated under the laws of the state of Colorado, USA, on April 1,1993.Effective May 2012,April 4, 2017, the Company changed its corporate name to GreeneStoneEthema Health Corporation and prior to that, on May2012,the Company had changed its name to Greenestone Healthcare CorporationfromNovaNatural Resources Corporation.Asat December 31,2016and2015, and 2014, the Companyowns 100%of the outstanding shares of Greenestone Clinic Muskoka Inc.,which was incorporated in2010 under the laws of the Province of Ontario, Canada. Greenestone Clinic Muskoka Inc. provides medical services to various patients in a clinic located in the regional municipality of Muskoka.

On May 17, 2016 Greenstone, through its newly formed, wholly owned subsidiaries; Seastone Delray Healthcare, LLC (“Seastone”) and Delray Andrews RE, LLC (“Andrews”), both Florida limited liability companies, entered into an Asset Purchase Agreement (“Seastone APA”), a Commercial Real estate contract (“RE Contract”), and a Management Services Agreement (“Management Agreement”), with Seastone of Delray, LLC, a Florida limited liability company (“Seastone Delray”).

Pursuant to the terms of the Seastone APA, the Company would purchase Seastone Delray’s business, which is primarily the practice of providing addiction treatment health care services (the “Business”), and substantially all the assets used in connection with the Business and other assets in which Seastone Delray has any right, title or interest, except those certain assets specifically excluded in the Seastone APA.

Pursuant to the terms of the Management Agreement, the Company would have the right to operate Seastone Delray’s Business for 90 days commencing on June 15, 2016 or earlier if the Company waives the Due Diligence Period (the “Management Period”). During the Management Period, the Company is entitled to the revenues from the Business and will pay Seastone Delray $20,000 per month to cover certain costs related to the Business, which shall increase to $28,000 per month if the Management Agreement is extended beyond 90 days. The Management Agreement may be terminated by either party if the Purchase Agreement did not close by September 15, 2016.

Also on May 17, 2016, the Company entered into a commercial real estate contract (the “RE Contract”) with Seastone Condominiums of Delray, LLC and 810 Andrews, LLC, both Florida limited liability companies (“the RE Sellers”). Pursuant to the RE Contract, the Company would acquire certain real property, and, prior to the closing, intends to assign the RE Contract to Andrews.

The purchase price for the Transaction was $6,150,000, which was being funded by a purchase money first mortgage in the amount of $3,000,000 at 5% per annum payable at $15,000 per month for three years; and $3,150,000 in cash.

On February 14, 2017, GreeneStone completed a series of transactions (referred to collectively as the “Restructuring Transactions”), including a share purchase agreement (the “SPA”) whereby GreeneStone acquired the stock of the company holding the Muskoka Healthcare Clinic real estate, an asset purchase agreement (the “APA”) and lease (the “Lease”) whereby the Company sold all of the Muskoka clinic business assets and leased the clinic building to the buyer, and a real estate purchase agreement and asset purchase agreement whereby the Company purchased the real estate and business assets of Seastone Delray (the “Florida Purchase”).

The Stock Purchase Agreement

Under the SPA, the Company acquired 100% of the stock of Cranberry Cove Holdings Ltd. (“CCH”) from Leon Developments Ltd. (“Leon Developments”), a company wholly owned by Shawn E. Leon, who is the President, CEO, and CFO of GreeneStone (“Mr. Leon”). CCH owns the real estate on which the Company’s rehabilitation clinic (“the Canadian Rehab Clinic”) in Muskoka, Ontario is located. The total consideration paid by GreeneStone was CDN$3,300,000 (an appraised value of CDN$10,000,000 less the outstanding mortgage loan), which was funded by the assignment to Leon Developments of certain indebtedness owing to GreeneStone in the amount of CDN$659,918, and the issuance of 60,000,000 shares of the Company’s common stock to Leon Developments, valued at approximately US$0.033 per share (the “Shares”).

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

2.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.Nature of Business (continued)

SummaryThe Asset Purchase Agreement and Lease

Under the APA, the assets of Significant Accounting Policiesthe Canadian Rehab Clinic were sold by GreeneStone, through its subsidiary, GreeneStone Clinic Muskoka Inc. (“Muskoka”), to Canadian Addiction Residential Treatment LP (the “Purchaser”), for a total consideration of CDN$10,000,000, plus an additional performance payment of up to CDN$3,000,000 as a performance payment to be received in 2019 if certain clinic performance metrics are met. The Purchaser completed the sale with cash proceeds to the Company of CDN$10,000,000, of which CDN$1,500,000 will remain in escrow for up to two years to cover indemnities given by the Company. The proceeds of the Muskoka clinic asset sale were used to pay down certain tax debts and operational costs of the Company and to fund the Florida Purchase, mentioned below.

Through theAPA,substantially all of the assets of the Rehab Clinic Subsidiary were sold, leaving GreeneStonewith onlythe underlying clinic real estate,whichGreeneStone through itsnewlyacquired subsidiary CCH concurrently leased to thePurchaser.The Lease is a triple net lease and provides for a five (5) year primary termwiththree (3) five year renewal options, annual base rent for thefirstyear atCDN$420,000 withannual increases, anoptionto tenant to purchase the leased premises and certainfirstrefusal rights,.

 

a)Financial ReportingThe Florida Purchase

Immediately after closing on the sale of its Muskoka clinic business, GreeneStone closed on the acquisition of the business and real estate assets of Seastone Delray pursuant to certain real estate and asset purchase agreements This businesswillbe operated through itswholly ownedsubsidiary Seastone. The purchase price for the Seastone assets was US$6,150,000 financedwith a purchase money mortgage of US$3,000,000, and US$3,150,000 in cash.

2.Summary of Significant Accounting Policies

a)Financial Reporting

 

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America. Revenues and expenses are reported on the accrual basis, which means that income is recognized as it is earned and expenses are recognized as they are incurred.

 

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that i) recorded transactions are valid; ii) valid transactions are recorded; and iii) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

 

b)Use of Estimates

b)Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

c)Principals

2. Summary of consolidation and foreign currency translationSignificant Accounting Policies (continued)

c)Principals of consolidation and foreign currency translation

 

The accompanying consolidated financial statements include the accounts of the Company, its subsidiary. All inter-companyintercompany transactions and balances have been eliminated on consolidation.consolidation

 

The Company’s subsidiary’s functional currency iswas the Canadian dollar, while the Company’s reporting currency is the U.S. dollar. All transactions initiated in Canadian dollars are translated into US dollars in accordance with ASC 830, “Foreign Currency Translation"Translation” as follows:

 

Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.
Equity at historical rates.
Revenue and expense items at the average rate of exchange prevailing during the period.

 

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ deficit as a component of accumulated other comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss).

GREENESTONE HEALTHCARE CORPORATION 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

2.Summary of Significant Accounting Policies(continued)

c)Principals of consolidation and foreign currency translation (continued)

 

For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.

 

The relevant translation rates are as follows: For the year ended December 31, 20152016 a closing rate of CAD$1.0000 equals US$0.722500.7448 and an average exchange rate of CAD$1.0000 equals US$0.7833 for the year ended December 31, 2015.0.7555.

 

d)Revenue Recognition

d)Revenue Recognition

 

The Company recognizes revenue from the rendering of services when they are earned; specifically, when all of the following conditions are met:

 

the significant risks and rewards of ownership are transferred to customers and the Company retains neither continuing involvement nor effective control;
there is clear evidence that an arrangement exists;
the amount of revenue and related costs can be measured reliably; and
it is probable that the economic benefits associated with the transaction will flow to the Company.

 

In particular, the Company recognizes:

 

Fees for out-patient counselling, coaching, intervention, psychological assessments and other related services when patients receive the service; and
Fees for in-patient addiction treatments proportionately over the term of the patient’s treatment.

 

Deferred revenue represents monies deposited by the patients for future services to be provided by the Company. Such monies will be recognized into revenue as the patient progresses through their treatment term.

e)Non-monetary transactions

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. Summary of Significant Accounting Policies (continued)

e)Non-monetary transactions

 

The Company’s policy is to measure an asset exchanged or transferred in a non-monetary transaction at the more reliable measurement of the fair value of the asset given up and the fair value of the asset received, unless:

 

The transaction lacks commercial substance;
The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange;
Neither the fair value of the asset received nor the fair value of the asset given up is reliably measurable; or
The transaction is a non-monetary, non-reciprocal transfer to owners that represents a spin-off or other form of restructuring or liquidation.

 

Table of Contents18f)Cash and cash equivalents

GREENESTONE HEALTHCARE CORPORATION 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

2.Summary of Significant Accounting Policies(continued)

f)Cash and cash equivalents

 

The Company's policy is to disclose bank balances under cash, including bank overdrafts with balances that fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition.

 

The Company has $72,250$74,480 (CAD$100,000) in restricted cash held by their bank to cover against the possibility of credit card charge backs, for services not performed.

 

g)Accounts receivable

g)Accounts receivable

 

The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company's estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. At December 31, 20152016 and December 31, 2014,2015, the Company has a $0 and $27,294$0 allowance for doubtful accounts, respectively.

 

h)Financial instruments

h)Financial instruments

 

The Company initially measures its financial assets and liabilities at fair value, except for certain non-arm's length transactions. The Company subsequently measures all its financial assets and financial liabilities at amortized cost.

 

Financial assets measured at amortized cost include cash and accounts receivable.

 

Financial liabilities measured at amortized cost include bank indebtedness, accounts payable and accrued liabilities, harmonized sales tax payable, withholding taxes payable, convertible notes payable, loanloans payable and related party notes.

 

Financial assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write-down is recognized in net income. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously. The amount of the reversal is recognized in net income. The Company recognizes its transaction costs in net income in the period incurred. However, financial instruments that will not be subsequently measured at fair value are adjusted by the transaction costs that are directly attributable to their origination, issuance or assumption.

 

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1. Observable inputs such as quoted prices in active markets;
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

 

The Company does not have assets or liabilities measured at fair value on a recurring basis at December 31, 20152016 and 2014.2015. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis during the year ended December 31, 20152016 and 2014.2015.

 

GREENESTONE HEALTHCARE

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2.Summary of Significant Accounting Policies(continued)

2.Summary of Significant Accounting Policies (continued)

 

i)Plant and equipment

i)Plant and equipment

 

Fixed assets are recorded at cost. Depreciation is calculated on the declining balance method at the following annual rates:

 

Computer Equipment30%30%
Computer Software100%100%
Furniture and Equipment30%30%
Medical Equipment25%25%
Vehicles30%30%

 

Leasehold improvements are depreciated using the straight-line method over the term of the lease. Half rates are used for all fixed assets in the year of acquisition.

 

j)Leases

j)Leases

 

Leases are classified as either capital or operating leases. Leases that transfer substantially all of the benefits and inherent risks of ownership of property to the Company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing. Equipment recorded under capital leases is amortized on the same basis as described above. Payments under operating leases are expensed as incurred.

 

k)Income taxes

k)Income taxes

 

The Company accounts for income taxes under the provisions of ASC Topic 740,“Income Taxes”. Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income taxes are provided using the liability method. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax basis of an asset or liability is the amount attributed to that asset or liability for tax purposes. The effect on deferred taxes of a change in tax rates is recognized in income in the period of change. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all of, the deferred tax assets will not be realized.

 

ASC Topic 740 contains a two-steptwostep approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. Thefirststep is to determine if theweightof available evidence indicates that it ismorelikely than not that the tax positionwillbe sustained in an audit,includingresolution of any related appeals orlitigationprocesses. The second step is to measure the tax benefit as the largest amount that ismorethan 50% likely to be realizeduponultimate settlement. The Company recognizes interest and penalties accrued on unrecognized tax benefitswithingeneral and administrative expense.Tothe extent that accrued interest and penalties do not ultimately become payable, amounts accruedwillbe reduced and reflected as a reduction in general and administrative expenses in the period that such determination is made. The tax returns for fiscal2001, through 2013 2016are subject to audit or review by theUS tax authority,authorities, whereas fiscal2010 through 2013 2016aresubject to audit or review by the Canadian tax authority.

GREENESTONE HEALTHCARE CORPORATION 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

 

2.Summary of Significant Accounting Policies(continued)

l)Loss per share information

l)Loss per share information

 

FASB ASC 260-10, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. The effect of computing diluted loss per share is anti-dilutive and, as such, basic and diluted loss per share is the same for the years ended December 31, 20152016 and 2014.2015.

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

m)Stock based compensation

2. Summary of Significant Accounting Policies (continued)

m)Stock based compensation

 

ASC 718-10 "Compensation - Stock Compensation" prescribes accounting and reporting standards for all stock-basedstockbased payments awarded to employees,includingemployee stock options, restricted stock, employee stock purchase plans and stock appreciation rights that may be classified as either equity or liabilities. The Company should determine if a presentobligationto settle the share-basedsharebased payment transaction in cash or other assets exists. A presentobligationto settle in cash or other assets exists if:(a)theoptionto settle by issuing equity instruments lacks commercial substance or (b) the presentobligation is implied because of an entity's past practices or stated policies.If a presentobligationexists, the transaction should be recognized as a liability;liability; otherwise, the transaction should be recognized as equity.

 

The Company accounts for stock-basedstockbased compensation issued to non-employeesnonemployees and consultants in accordancewiththe provisions of ASC 505-50505-50 "Equity - Based Payments to Non-Employees"NonEmployees". Measurement of share-basedsharebased payment transactionswith non-employeesnonemployees shall be based on the fair value of whichever ismore reliably measurable:(a) thegoods or services received;received; or (b) the equity instruments issued. The fair value of the share-basedsharebased payment transaction should be determined at the earlier of performance commitment date or performance completion date.

 

n)Legal proceedings

The costs of prosecuting and defending legal actions are expensed as incurred.

o)Accounting for uncertainty in income taxes

The Financial Accounting Standards Board has issued guidance on Accounting for Uncertainty in Income Taxes, FASB ASC 740, Income Taxes which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Management has concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. When applicable, the Company will include interest and penalties related to uncertain tax positions in income tax expense.

Table of Contents21n)Derivatives

GREENESTONE HEALTHCARE CORPORATION 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

2.Summary of Significant Accounting Policies(continued)

p)Derivatives

 

The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. The Company uses a Black-ScholesBlackScholes Option Pricing model to estimate the fair value of convertible debt conversion features at the end of each applicable reporting period. Changes in the fair value of these derivatives during each reporting period are included in the statements of operations. Inputs into the Black-ScholesBlackScholes Option Pricing model require estimates, including such items as estimated volatility of the Company’s stock, risk-freeriskfree interest rate and the estimated life of the financial instruments being fair valued.

 

If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature.

 

q)Recent accounting pronouncements

o)Recent accountingpronouncements

 

In January 2015,2016, the FASB issued ASU No. 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This ASU eliminates from U.S. GAAP the concept of extraordinary items. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. We do not expect the adoption of ASU 2015-01 to have a material effect on our financial position, results of operations or cash flows.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB FinancialAccounting Standards Codification and improves current U.S. GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (“VIE”), and changing consolidation conclusions for companies in several industries that typically make use of limited partnerships or VIEs. The ASU will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2015-02 to have a material effect on our financial position, results of operations or cash flows.

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, is to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition.

GREENESTONE HEALTHCARE CORPORATION 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

2.Summary of Significant Accounting Policies(continued)

q)Recent accounting pronouncements (continued)

In April 2015, FASB issued Accounting Standards Update No. 2015-05,Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees paid in a Cloud Computing Arrangement, provides guidance to customers about whether a cloud computing arrangement includes a software license. If such an arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for it as a service contract. For public business entities, the ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition.

In April 2015, FASB issued Accounting Standards Update No. 2015-06,Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions, specifies that, for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition.

In May 2015, the Financial Accounting Standards Board(“FASB”) issuedAccounting StandardsUpdate (“ASU”) No. 2015-07, “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” (“ASU 2015-07”). This guidance eliminates the requirement to categorize investments within the fair value hierarchy if their fair value is measured using the net asset value (“NAV”) per share practical expedient in the FASB’s fair value measurement guidance. The new standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015 The Company does not expect the adoption of ASU 2015-07 to have a material effect on its consolidated financial statements.

In July 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory” more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The amendments in this ASU do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost.An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in this ASU should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

GREENESTONE HEALTHCARE CORPORATION 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

2.Summary of Significant Accounting Policies(continued)

q)Recent accounting pronouncements (continued)

In August 2015,FASB issued Accounting Standards Update (“ASU”) No.2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” defers the effective date ASU No. 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the guidance in ASU No. 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in ASU No. 2014-09. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In August 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-15, “Interest - Imputation of Interest (Subtopic 835-30).” ASU 2015-15 provides guidance as to the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. We do not expect the adoption of ASU 2015-15 to have a material effect on our financial position, results of operations or cash flows.

In September 2015,FASB issued Accounting Standards Update (“ASU”) No. 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments”requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this Update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this Update with earlier application permitted for financial statements that have not been issued. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this Update with earlier application permitted for financial statements that have not yet been made available for issuance. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In November 2015, the FASB issued (ASU) 2015-17, Balance Sheet Classification of Deferred Taxes. Currently deferred taxes for each tax jurisdiction are presented as a net current asset or liability and net noncurrent asset or liability on the balance sheet. To simplify the presentation, the new guidance requires that deferred tax liabilities and assets for all jurisdictions along with any related valuation allowances be classified as noncurrent in a classified statement of financial position. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption is permitted. The Company has adopted this guidance in the fourth quarter of the year ended December 31, 2015 on a retrospective basis. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows, and did not have any effect on prior periods due to the full valuation allowance against the Company’s net deferred tax assets.

GREENESTONE HEALTHCARE CORPORATION 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

2.Summary of Significant Accounting Policies(continued)

q)Recent accounting pronouncements (continued)

In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01,which amends the guidance in U.S.GAAPon the classification and measurement of financial instruments. Changes to the current guidance primarilyaffectthe accounting for equity investments, financialliabilities under the fair valueoption, and the presentation and disclosure requirements for financial instruments.Inaddition, the ASU clarifies guidance related to the valuation allowance assessment when recognizingdeferred tax assets resultingfromunrealized losses on available-for-saleavailableforsale debt securities. The new standard is effective for fiscal years and interim periodsbeginningafter December 15,2017, andupon adoption, an entity should apply the amendments by means of a cumulativeeffect adjustment to the balance sheet at thebeginning of thefirst reporting period inwhich the guidance is effective. Earlyadoption is not permitted except for the provision to record fair value changes for financialliabilitiesunder the fair valueoptionresultingfrominstrumentspecific credit risk in other comprehensive income. The Company is currently evaluating the impact ofadopting this guidance.

In February2016, theFASBissuedAccounting StandardsUpdate (ASU) 2016-02,which amends the guidance in U.S.GAAP on accounting for operating leases, a lesseewillbe required to recognize assets andliabilitiesfor operating leaseswithlease terms ofmorethan 12 months on the balance sheet. The new standard is effective for fiscal years and interim periodsbeginning after December 15,2018, andupon adoption, an entity should apply the amendments by means of a cumulativeeffect adjustment to the balance sheet at thebeginningof thefirstreporting period inwhich the guidance is effective. Earlyadoption is not permitted. The Company is currently evaluating the impact ofadopting this guidance.

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. Summary of Significant Accounting Policies (continued)

o)Recent accountingpronouncements (continued)

In March 2016, the FASB issued an Accounting Standards Update (ASU) “ASU 2016 – 09 Improvements to Employee Share-Based Payment Accounting” which is intended to improve the accounting for employee share-based payments. The ASU simplifies several aspects of the accounting for share-based payment award transactions, including; the income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017,2016, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income.permitted. The Company is currently evaluating the impact of adopting this guidance.

In April 2016, the FASB issued an Accounting Standards Update (ASU) “ASU 2016 – 10 Revenue from Contract with Customers: identifying Performance Obligations and Licensing”. The amendments in this Update clarify the two following aspects (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to reduce the degree of judgement necessary to comply with Topic 606. This guidance has no effective date as yet. The Company is currently evaluating the impact of adopting this guidance.

In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments." ASU 2016-13 will replace the current incurred loss approach with an expected loss model for instruments measured at amortized cost and require entities to record allowances for available-for-sale debt securities rather than reduce the carrying amount under the current other-than-temporary impairment model. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018, and interim periods therein. The Company is currently evaluating the impact of adopting this guidance.

In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments." ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance.

In October2016, theFASB issuedAccounting StandardsUpdate No. (“ASU”) 2016-16, "IntraEntityTransfers of AssetsOther Than Inventory." ASU 2016-16 requires immediate recognition of income tax consequences of intercompany assettransfers,other than inventorytransfers.ExistingGAAP prohibits recognition of income tax consequences of intercompany asset transfers whereby the seller defers any net taxeffect and the buyer is prohibitedfromrecognizing adeferredtax asset on the difference between thenewlycreated tax basis of the asset in its tax jurisdiction and its financial statement carrying amount as reported in the consolidated financial statements. ASU 2016-16 specifically excludesfromits scope intercompany inventory transfers whereby the recognition of tax consequenceswilltake place when the inventory is sold to third parties. ASU 2016-16 is effective for fiscal yearsbeginningafter December 15,2017,and interim periodswithinthose fiscal years. Earlyadoption is permitted as of thebeginning of an annual reporting period forwhich financial statements have not been issued or made available for issuance. The Company is currently evaluating the impact ofadopting this guidance.

InOctober2016,theFASBissuedAccountingStandardsUpdate No.(“ASU”) 2016-17, Consolidation(Topic810): Amendments to the Consolidation Analysis.Uponthe effective date ofUpdate2015-02, a single decision maker of a variable interest entity(VIE)is required to consider indirect economic interests in the entity held through related parties on a proportionate basis when determining whether it is the primary beneficiary of that VIE unless the single decision maker and its related partiesare under common control.If a single decision maker and its related partiesareunder common control, the single decision maker is required to consider indirect interests in the entity held through those related parties to be the equivalent of direct interests in their entirety. The Board is issuingthis Updateto amend the consolidation guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties thatareunder common controlwith the reporting entity when determining whether it is the primary beneficiary of that VIE. The primary beneficiary of a VIE is the reporting entity that has a controlling financial interest in a VIE and, therefore, consolidates the VIE. A reporting entity has an indirect interest in a VIE if it has a direct interest in a related party that, in turn, has a direct interest in the VIE.As part of a separateinitiative, the Boardwillconsider whether other changes to the consolidation guidance for common control arrangementsarenecessary. The amendments inthis Updateareeffective for fiscal yearsbeginningafter December 15,2016, includinginterim periodswithinthose fiscal years. Earlyadoptionis permitted. The Company does not expectthis guidance to have a material impact on its financial statements.

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. Summary of Significant Accounting Policies (continued)

o)Recent accountingpronouncements (continued)

In November 2016, FASB issued Accounting Standards Update No. (“ASU”) 2016-18, Topic 230, Statement of Cash Flows. Entities classify transfers between cash and restricted cash as operating, investing, or financing activities, or as a combination of those activities, in the statement of cash flows. ] The amendments in this Update apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The amendments in this Update should be applied using a retrospective transition method to each period presented. The Company does not expect this guidance to have a material impact on its financial statements.

In December 2016, the FASB issued Accounting Standards Update No. (“ASU”) 2016-19, Technical Corrections and Improvements. Several topics are amended:

1.The amendment to Subtopic 350-40, Intangibles—Goodwill and Other— InternalUse Software, adds a reference to guidance to use when accounting for internaluse software licensedfromthird parties that iswithinthe scope of Subtopic 350-40. The transition guidance for that amendment is thesameas the transition guidance inAccountingStandardsUpdate No.2015-05, Intangibles—Goodwill and Other— InternalUse Software (Subtopic 350-40): Customer’sAccountingfor Fees Paid in a Cloud Computing Arrangement, towhichthe amendment relates. The Company does not expectthisguidance to have a material impact on its financial statements.
2.The amendment to Subtopic 360-20,Property, Plant, and Equipment— Real Estate Sales, corrects the guidance toincludethe final decision of theEITFthat loans insured under the Federal Housing Administration and theVeteransAdministration do not have to be fully insured by those governmentinsured programs to recognize profit using the full accrual method. The transition guidance for that amendment must be applied prospectively because it couldpotentially involvethe use of hindsight that includes fair value measurements. The Company does not expectthis guidance to have a material impact on its financial statements.
3.The amendment to Topic820,Fair Value Measurement, clarifies the difference between a valuation approach and a valuation technique whenapplyingthe guidance in that Topic. That amendment also requires an entity to disclose when there has been a change in either orbotha valuation approach and/or a valuation technique. The transition guidance for the amendment must be applied prospectively because it couldpotentially involvethe use of hindsight that includes fair value measurements. The Company does not expectthisguidance to have a material impact on its financial statements.
4.The amendment to Subtopic 405-40, Liabilities—Obligations ResultingfromJoint and Several Liability Arrangements,whichclarifies that for an amount of anobligationunder an arrangement to be considered fixed at the reporting date, the amount that must be fixed is not the amount that is the entity’s portion of theobligation but,rather,is theobligationin its entirety. The transition guidance for that amendment must be applied prospectively because it couldpotentially involvethe use of hindsight that includes fair value measurements. The Company does not expectthisguidance to have a material impact on its financial statements.
5.The amendment to Subtopic 860-20,Transfersand Servicing—Sales of Financial Assets, aligns implementation guidance in paragraph 860-20- 55-41withits corresponding guidance in paragraph 860-20-25-11. That amendment clarifies the considerations that should be included in an analysis to determine whether a transferor once again has effective control overtransferred financial assets. The transition guidance for that amendment must be applied prospectively because it couldpotentially involve the use of hindsight that includes fair value measurements. The Company does not expectthis guidance to have a material impact on its financial statements.
6.The amendment to Subtopic 860-50,Transfersand Servicing—Servicing Assets and Liabilities, adds guidance that existed inAICPAStatement of 5 Position 01-6,Accountingby Certain Entities (Including EntitieswithTradeReceivables) That Lend to or Finance theActivitiesof Others, on the accounting for the sale of servicing rights when the transferor retains loans that was omittedfromtheAccountingStandards Codification. The transition guidance for the amendment must be applied prospectively because it couldpotentially involvethe use of hindsight that includes fair value measurements. The Company does not expectthisguidance to have a material impact on its financial statements.

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.       Summary of Significant Accounting Policies (continued)

o)Recent accountingpronouncements (continued)

InNovember2016,theFASBissuedAccountingStandardsUpdate No.(“ASU”) 2016-20, an amendment toAccountingStandardsUpdate No. 2014-09, Revenuefrom Contractswith Customers(Topic 606). This ASU addressed several areas related to contractswithcustomers. Thistopicis not yet effective andwillbecome effectivewithTopic606.The Company is currently evaluating the impact ofadopting this guidance.

InJanuary2017,theFASBissuedAccountingStandardsUpdate No.(“ASU”) 2017-02, an amendment to Topic805,Business Combinations. The amendments inthis Updateclarify the definition of a businesswiththe objective of adding guidance to assist entitieswithevaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments inthis Updateaffectall reporting entities that must determine whether they have acquired or sold a business. The amendments inthis Update provide amore robustframework to use in determining when a set of assets and activities is a business. The amendments inthis Updateapply to annual periodsbeginningafter December 15,2017.The amendments inthis Updateshould be applied prospectively on or after the effective date.Nodisclosuresarerequired at transition. The Company is currently evaluating the impact ofadopting this guidance.

In January2017, theFASB issuedAccounting StandardsUpdate No. (“ASU”) 2017-04, an amendment to Topic350, Intangibles –Goodwill and Other, an entity no longerwill determinegoodwill impairment by calculating the implied fair value ofgoodwill by assigning the fair value of a reportingunit to all of its assets andliabilities as if that reportingunit had been acquired in a business combination. Because these amendments eliminate Step 3 2fromthegoodwillimpairment test, they should reduce the cost and complexity of evaluatinggoodwill for impairment.An entity should apply the amendments inthis Update on a prospective basis. The amendments inthis Updateareeffective forGoodwillimpairment tests in fiscal yearsbeginningafter December 15,2019.Earlyadoption is permitted for interim or annualgoodwill impairment testsperformed on testing dates after January 1,2017. The Company is currently evaluating the impact ofadopting this guidance.

InFebruary2017,theFASBissuedAccountingStandardsUpdate No.(“ASU”) 2017-05, an amendment to Subtopic 610-20,OtherIncome—Gainsand Lossesfromthe Derecognition of Nonfinancial Assets The amendments inthis Updatearerequired forpublicbusiness entities and other entities that havegoodwill reported in their financial statements, under the amendments inthis Update, an entity shouldperform its annual, or interim,goodwillimpairment test by comparing the fair value of a reportingunit withits carrying amount. The amendments inthis Updatemodify the concept of impairmentfromtheconditionthat exists when the carrying amount ofgoodwillexceeds its implied fair value to theconditionthat exists when the carrying amount of a reportingunitexceeds its fair value.Anentity no longerwilldeterminegoodwillimpairment by calculating the implied fair value ofgoodwillby assigning the fair value of a reportingunitto all of its assets andliabilitiesas if that reportingunithad been acquired in a business combination.Anentity should apply the amendments inthis Updateon a prospective basis. The amendments inthis Updateareeffective for fiscal yearsbeginningafter December 15,2019.Earlyadoptionis permitted for interim or annualgoodwill impairment testsperformed on testing dates after January 1,2017. The Company is currently evaluating the impact ofadopting this guidance.

 

Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

 

p)Reclassification of PriorYear Presentation

r)Financial instruments

Certain prior year amounts have been reclassified for consistencywith the current year presentation. These reclassifications had noeffect on the reported results of operations.

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.       Summary of Significant Accounting Policies (continued)

q)Financialinstruments Risks

 

The Company is exposed to various risks through its financial instruments. The following analysis provides a measure of the Company’s risk exposure and concentrations at the balance sheet date, December 31, 20152016 and 2014.2015.

i.Credit risk

I)Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Financial instruments that subject the Company to credit risk consist primarily of accounts receivable.

 

Credit risk associatedwith accounts receivable of Greenestone Clinic Muskoka Inc. is mitigated due to balancesfrom many customers, as well as through credit checks and frequent reviews of receivables to ensure timely collection.Inaddition,there is no concentration riskwiththe Greenestone Clinic Muskoka Inc. accounts receivable balance since balancesare duefrom many customers.

 

In the opinion of management, credit risk with respect to accounts receivable is assessed as low, not material and remains unchanged from the prior year.

 

ii.Liquidity risk

II)Liquidity risk

Liquidity risk is the risk the Company will not be able to meet its financial obligations as they fall due. The Company is exposed to liquidity risk through its working capital deficiency of $(3,604,423)$(3,361,536) and accumulated deficit of $(20,721,205)$(20,981,914). As disclosed in note 3, the Company will be dependent upon the raising of additional capital in order to implement its business plan. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. In the opinion of management, liquidity risk is assessed as high, material and remains unchanged from the prior year.

 

III)Market risk

iii.Market risk

 

Market risk is the risk that the fair value or future cash flows of a financial instrumentwill fluctuate because of changes in market prices. Market risk comprises of three types of risk: interest rate risk, currency risk, and other price risk. The Company is exposed to interest rate risk and currency risk.

Table of Contents25iv.Interest rate risk

GREENESTONE HEALTHCARE CORPORATION 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

2.Summary of Significant Accounting Policies(continued)

r)Financial instruments (continued)

i. Interest rate risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrumentwillfluctuate because of changes in market interest rates. The Company is exposed to minimal interest rate risk on its bank indebtedness as there is a balance of $15,801$56,116 at December 31, 2015.2016. Thisliability is based on floating rates of interest that have been stable during the current reporting period.In theopinion of management, interest rate risk is assessed as low, not material and remains unchangedfrom the prioryear.

 

v.Currencyrisk

ii. Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is subject to currency risk as its subsidiaries operate in Canada and are subject to fluctuations in the Canadian dollar. Most of the Company’s financial assets and liabilities are denominated in Canadian dollars. Based on the net exposures at December 31, 2015,2016, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $58,200$49,835 increase or decrease in the Company’s after-taxaftertax net loss from continuing operation. The Company has not entered into any hedging agreements to mediate this risk. In the opinion of management, currency risk is assessed as low, material and remains unchanged from the prior year.

 

iii. 
vi.Other price risk

Otherprice risk is the risk that the fair value or future cash flows of a financial instrumentwillfluctuate because of changes in market prices (other than those arisingfrom interest rate risk or currency risk), whether those changesarecaused by factors specific to theindividual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market.In theopinion of management, the Company is not exposed tothis risk and remains unchangedfrom the prioryear.

 

3. Going Concern

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3Going Concern

 

The Company’s consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. As at December 31, 20152016 the Company has a working capital deficiency of $(3,604,423)$(3,361,536) and accumulated deficit of $(20,721,205)$(20,981,914). Subsequent to year end, on February 14, 2017, the Company sold its Greenestone Muskoka Treatment Center and out of the proceeds therefrom settled the outstanding payroll and GST tax liabilities and used the remaining proceeds to acquire the Seastone of Delray business, an alcohol and drug rehabilitation and treatment center located in Delray Beach, Florida. Management believes that current available resources will not be sufficient to fund the restructured Company’s planned expenditures, including past due payroll and sales tax payments, as well as estimated penalties and interest, over the next 12 months. Accordingly, the Company will be dependent upon the raising of additional capital through placement of common shares, and, or debt financing in order to implement its business plan, and, or generating sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If the Company obtains additional funds through arrangements with collaborators or strategic partners, the Company may be required to relinquish its rights to certain geographical areas, or techniques that it might otherwise seek to retain. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.

 

These factors create substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities or other adjustments that may be necessary should the Company not be able to continue as a going concern.

 

GREENESTONE HEALTHCAREETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

3. Going Concern (continued)

The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock or obtaining debt financing and attaining future profitable operations. Management's plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

4.Accounts receivable

The accounts receivable balance consists primarily of amounts due from the following parties:

  December 31, 2015 December 31, 2014
         
Treatment program $183,583  $175,585 
Outpatient services  —     16,541 
   183,583   192,126 
Allowance for doubtful accounts  —     (27,294)
  $183,583  $169,832 

5.Due from sale of subsidiary

4Discontinued Operations 

 

OnDecemberSubsequent to year end, o17,2014,n February 14, 2017, GreeneStone completed a series of transactions (referred to collectively as the “Restructuring Transactions”), including a share purchase agreement (the “SPA”) whereby GreeneStone acquired the stock of the company holding the Muskoka Healthcare Clinic real estate, an asset purchase agreement (the “APA”) and lease (the “Lease”) whereby the Company completedthesalesold all ofallthe outstandingsharesoftheEndoscopyMuskoka clinicforthesumof CAD$1,282,002,comprisedoftheagreed purchase priceof CAD$1,250,000andtheacquisition ofnet business assets atclosing ofCAD$32,002The sale priceof CAD$1,282,002includedand leased theassumptionby clinic building to the buyer,of debtinthesame amount asthesale price,whichdebt wasowedbytheEndoscopyclinictotheCompany intheamountofCAD$895,460and tothe buyerofCAD $386,542. Atclosing,the buyeroffsettheassumeddebttotheCompanyofCAD$895,460byUS$277,500throughthecancellation of2,408,268 sharesoftheCompany’s commonstock,for a net amountduetotheCompanyofCAD$617,960.Thisdebtisowedbythe buyertotheCompany intheformofan interest bearingnote withacouponof 5%per annum. Thenotewas originallydueonJune30, 2015 whichwasrecentlyextendedto December31, 2015. The amountoutstandingofCAD$617,960wasrevalued atUS$446,476andUS$493,806asofDecember31, 2015and2014,respectively. Managementevaluatedthisreceivable asofDecember31, 2015and a provision forthefullvalueofreal estate purchase agreement and asset purchase agreement whereby the noteCompany purchased the real estate and business assets of Seastone Delray (the “Florida Purchase”).wasraised asofDecember31,2015

 

The amount due onMuskoka clinic business represented substantially all of the sale if subsidiaryoperating assets of the Company and has been disclosed as a discontinued operation for the years ended December 31, 2016 and 2015.  

The assets and liabilities of discontinued operations as of December 31, 2016 and 2015, respectively is as follows:

  December 31, 2015 December 31, 2014
         
Principal outstanding $446,476  $493,806 
Accrued interest  —     —   
   446,476   493,806 
Provision raised  (446,476)  —   
  $—    $493,806 
    
 December 31, 2016 December 31, 2015
Current assets   
Accounts receivable, net $         123,358  $         183,583
Prepaid expenses and other current assets              11,253               15,489
Total current assets            134,611             199,072
Non-current assets   
Plant and equipment, net            129,127             193,131
Deposits                     -                    8,217
Total assets            263,738             400,420
    
Current liabilities   
Deferred revenues              80,519             181,075
    
Discontinued operation  $          183,219    $         219,345

 

Income from discontinued operations is as follows:

    
 Year ended December 31, 2016 Year ended December 31, 2015
    
Revenues $      3,653,399  $      3,138,878
    
Operating expenses   
Depreciation and amortization              63,391               90,862
General and administrative            751,553             734,559
Management fees                     -                     (447)
Professional fees              (3,889)               48,765
Rent            385,401             383,163
Salaries and wages         1,592,444          1,752,327
Total operating expenses         2,788,900          3,009,229
    
Operating income            864,499             129,649
    
Other Income (expense)   
Other income                   720                       -   
Other expense                 (617)             (30,616)
Interest expense          (154,605)           (172,524)
Foreign exchange movements              25,990             (86,728)
Net income (loss) before taxation            735,987           (160,219)
Taxation                     -                          -   
Net income (loss) from discontinued operations $         735,987  $       (160,219)

 

ETHEMA HEALTH CORPORATION

GREENESTONE HEALTHCARE CORPORATION (formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

6.Plant and equipment

Plant and equipment consists of the following:

 

Cost

Accumulated depreciation

 

Net book value

December 31, 2015

 

Net book value

December 31, 2014

                 
Computer equipment $21,278  $15,333  $5,945  $7,352 
Computer software  9,848   4,924   4,924   —   
Furniture and equipment  352,379   257,728   94,651   114,306 
Medical equipment  4,490   3,443   1,047   1,391 
Vehicles  64,175   42,993   21,182   40,023 
Leasehold improvements  142,793   77,411   65,382   93,471 
  $594,963  $401,832  $193,131  $256,543 

Depreciation expense for the year ended December 31, 2015 and 2014 was $90,862 and $83,701, respectively.

7.Loans payable

5.Loans Payable

 

The Company hashad an automobile loan payable during the prior year, bearing interest at 4.49% with blended monthly payments of $835 that matures in March 2018. This loan was settled during the current financial year. The loan iswas secured by the vehicle with a net book value as at December 31, 2015 of $14,960.

 December 31, 2015 December 31, 2014 December 31, 2016 December 31, 2015
Automobile loan         $-  $15,472 
Disclosed as follows:        
Short-term portion $6,684  $7,625   -   6,684 
Long-term portion  8,788   18,460   -   8,788 
 $15,472  $26,085  $-  $15,472 

6.Loans Payable

Estimated principal re-payments are as follows:

   Amount
           
 2016     $6,684 
 2017      6,991 
 2018       1,797 
        $15,472 

8.Short-term convertible loan

 

In May 2013The company had a short-term loan payable to a third party of $21,675 as of December 31, 2015. This loan, together with interest thereon was settled during the companycurrent year.

7.Short-Term Convertible Notes

 Interest rate Maturity date December 31, 2016 December 31, 2015
        
JMJ Financial10.0% November 13, 2016  $                   -     $                -   
Series L Convertible notes0.0%  June 30, 2017              468,969                    -   
                 468,969                    -   
Unamortized fair value of warrant discount              (218,711)                    -   
                 250,258                    -   
Disclosed as follows:       
Short-term poriton                250,258                    -   
Long-term portion                          -                       -   
      $         250,258  $                -   

JMJ Financial convertible note

The Company entered into a Securities Purchase Agreement with JMJ Financial on April 13, 2016, in terms of the agreement the Company borrowed $200,000 in terms of an unsecured convertible promissorynote witha maturity date of seven monthsfromthe closing date. The principal amount due under the promissorynotewas $220,000, inclusive of an Original Issue discount and a further 10% once-off interest charge of $20,000 was due in terms ofthisnote. Thenotewasonlyconvertibleupona repayment default, at thelowerof $0.03 per share of 60% of the lowest traded price over the preceding 25 day trading period. The Company also issued 3,703,700 warrants exercisable over common shares at $0.03 per share,whichwarrants contain a cashless exerciseoption,in terms of the financing arrangement. The note, togetherwithinterest thereon was repaid in full during November2016.

Series L convertible notes

The Company entered into Series L Convertible Securities Purchase Agreements with 8 individuals on December 30, 2016. In terms of these agreements, the Company borrowed an aggregate principal amount of $468,969 in terms of a senior ranking convertible promissory note of up to $500,000 where thewith a maturity date was one year aftersix months from the lender provides the borrower with funds. A onetimeissue date and bearing interest rate of 12% was applied in case of nonpayment within the initial 90 days.at 0% per annum. The note wasnotes are convertible at the lesser of $0.30 or 70%option of the lowest trading price in the 25 trading days prior to conversion. In 2014 the Company received $105,000 in proceeds and converted $127,076holder into 2,245,991 shares of common stock. As of December 31, 2014 the net balance of this loan amounted to $29,758 comprised of a principal balance of $42,467 and a net debt discount of $12,709. During the year ended December 31, 2015 the Company made cash payments amounting to $34,350 principal plus interest of $6,870 and converted $8,117 through the issuance of 300,000 shares of common stock of the Company at a conversion price of $0.03 per share, subject to repay the loan infull.certain recapitalization adjustments.

 

Interms of the Series L Convertible notes issued above, on December 30,2016,the Company granted three year warrants to the Series L Convertible noteholders, exercisable for 15,633,709 shares of common stock at an exercise price of $0.03, subject to certain recapitalization adjustments, per share, expiring on December 30,2019(Refernote10 below).

 

ETHEMA HEALTH CORPORATION

GREENESTONE HEALTHCARE CORPORATION (formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

8.Taxation Payable

9.Taxation Payable

 

The Companycompany has the following outstanding tax liabilities:liabilities

 

a)Harmonized Sales taxes

a)Harmonized Sales Taxes

 

This represents sales tax liabilities in Canada, these taxes were never paid, management intends paying these taxation liabilities together with interest and penalties thereon, when sufficient funds are raised to do so.thereon.

 

b)Subsequent to year end, upon the disposal of the assets of the Greenestone Muskoka Treatment Center, a portion of the proceeds realized were used by the Company to settle the outstanding Harmonized Sales tax and Payroll taxes liability.

 

b)Payroll Taxes

The Company is delinquent in filing its payroll tax returns resulting in taxes, interest and penalties payable at December 31, 20152016 and 2014.2015. As of December 31, 20152016 and 20142015 as part ofTaxesPayable, the Company has payroll tax liabilities of approximately $1,780,000$2,220,731 and $2,065,000,$1,780,000, respectively due to various taxing authorities. If the Company does not satisfy these liabilities, the taxing authorities may place liens on its bank accounts which would have a negative impact on its ability to operate. Further, the actual liability may be higher due to interest or penalties assessed by the taxingauthorities.taxing authorities.

 

c)US taxationSubsequent to year end, upon the disposal of the assets of the Greenestone Muskoka Treatment Center, a portion of the proceeds realized were used by the Company to settle the outstanding Harmonized Sales tax and penaltiesPayroll taxes liability.

c)US taxation and penalties

 

The Company hashad assets and operatesoperated a business in Canada and is required to disclose these operations to the US taxation authorities, the requisite disclosure has not been made and management has reserved the maximum penalty due to the IRS in terms of non-disclosure. This non-compliance with US disclosure requirements is currently being addressed.

 

The taxes and penalties due are as follows:

  December 31, 2016 December 31, 2015
     
Payroll taxes and Harmonized sales taxes  2,548,824   2,290,506 
US penalties due  250,000   200,000 
  $2,798,824  $2,490,506 

9.Related Parties

Shawn E. Leon

Asof December 31,2016and2015,the Company had payables of $8,492 and 2014 is as follows:$159,551, respectively to the CEO, Shawn Leon. The amounts payableare non-interest bearing and have no fixed repaymentterms. The Company paid a managementfee of $120,000 to Shawn Leon during the currentyear.

  December 31, 2015 December 31, 2014
         
Payroll taxes and Harmonized sales taxes $2,290,506  $2,656,297 
US taxes and penalties  200,000   150,000 
  $2,490,506  $2,806,297 

 

10.Cranberry Cove Holdings Ltd.Related party Transactions

Asof December 31,2016and2015,the Company had a receivable of $84,867 and a payable of $87,356, respectively to Cranberry CoveHoldings, Ltd. The Company enteredinto an agreement to lease premisesfrom Cranberry CoveHoldings Ltd. at marketterms. The Company had rental expense amounting to CDN $485,055 and CDN $451,380 for the years ended December 31,2016 and2015, respectively. Cranberry CoveHoldings Ltd. isowned indirectly by Shawn Leon, our CEO. The balance due is noninterest bearing and no fixed repaymentterms. Subsequent to year end, in terms of a Stock Purchase Agreement enteredinto, as disclosed innote 1 above, the Company acquired 100% of the equity of Cranberry Cove Holdings.

 

GreeneStone Clinic Inc.

As of December 31, 20152016 and 2014,2015, the Company owedhad a payable of $79,592 and $5,284, and $84,736, respectively.respectively, to Greenestone Clinic, Inc. GreeneStone Clinic Inc., is controlled by one of the Company’s directors. The balance owing is non-interest bearing, not secured and has no specified terms of repayment.

 

The Company incurred management fees fromto GreeneStone Clinic, Inc., totaling $96,705$137,283 and $122,271$97,152 for the years ended December 31, 2016 and 2015, and 2014, respectively.

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

9.Related Parties (continued)

Shawn E. Leon1816191 Ontario

As of December 31, 2016 and 2015, the Company owed $159,551and ashad a payable of December 31, 2014, the Company was owed $33,400 from Shawn E. Leon our CEO. The amounts owed$70,763 and owing are non-interest bearing and have no fixed repayment terms.

1816191 Ontario

As of December 31, 2015, the Company owes $22,305 to 1816191 Ontario, the Endoscopy Clinic which was sold at the end of the prior year.Ontario. The payable is non-interestnon- interest bearing, and has no specific repayment terms.

 

GREENESTONE HEALTHCARE CORPORATION 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Eileen Greene

Eileen Greene is the spouse of our CEO, Shawn Leon.On December 30,2016 we enteredinto a Securities Purchase agreementwith Ms. Greene, whereby $163,011 (CDN $220,000) was advanced to the Company in theformof a promissory note, bearing interest at 0% per annum and convertibleinto shares of common stock at a conversion price of $0.03 per share.

 

10.Related party Transactions (continued)

Cranberry Cove Holdings Ltd.

The Company enteredintoan agreement to lease premisesfromCranberryCoveHoldingsLtd. at market terms. The Company had rental expenseamountingto CAD$451,380and CAD$412,488In connection with the promissory note above, Ms. Greene was granted a 3-year option exercisable fortheyearendedDecember31, 2015and2014,respectively. CranberryCoveHoldingsLtd. is related totheCompanybyvirtue 5,433,709 shares of itsshareholder owning 1816191 Ontario.

Ascommon stock of December 31, 2015, the Company owed Cranberry Cove holdings $87,356 (CAD$120,908) in accrued rent.at an exercise price of $0.03 per share, expiring on December 30, 2019.

 

All related party transactions occur in the normal course of operations and in terms of agreements entered into between the parties.

11.Stockholders’ deficit

10.Stockholders’ deficit

a)       Common shares

 

a)Common shares

Authorized,

On June 30, 2012, the Company filed a Certificate of Amendment with the Colorado Secretary of State to increase the aggregate number of shares, which the Company has authority to issue to 100,000,000 common shares, issued at $0.01 par value per share from 50,000,000 common shares with par value at $0.01. The amendment was approved by the Colorado Secretary of State in May 2012.

On March 25, 2013, the Company filed a certificate of Amendment with the Colorado Secretary of State to increase the aggregate number of shares which the Company has the authority to issue to 500,000,000 common shares, issued at $0.01 par value per share from 100,000,000 common shares with par value at $0.01. The amendment was approved by the Colorado Secretary of State on March 26, 2013.

Issued and outstanding

The Company has authorized 500,000,000 shares with a totalpar value of 47,738,855 and 46,131,764$0.01 per share. The company has issued and outstanding 48,738,755 and 47,738,755 shares of common shares as atstock on December 31, 20152016 and 2014,2015, respectively.

 

The Company issued 300,000 shares of its common stock to satisfy its obligations under the conversion of an aggregate principal amount of $8,117 of convertible promissory notes on January 14, 2015.

On March 31, 2015, the Company adjusted the number of shares previously issued by 2,909 common shares pursuant to convertible note conversions to reflect the currency exchange differences not previously taken into account.

On march 31, 2015,June 7, 2016, the Company issued 250,0001,000,000 common shares to an investor relations firm, in terms of its common stock and 106,000 shares of its Series B preferred stock as compensation for services rendered amounting to$56,096.an agreement.

 

On April 30, 2015, the holders of 106,000 Series “B” preferredb)       Preferred shares converted their shares into 1,060,000 common shares at a conversion ratio of 10 common shares for 1 Series B preferred share.

 

b)Preferred sharesAuthorized, issued and outstanding

Authorized

On March 25, 2013, theThe Company under the certificate of amendment filed above also to authorize 3,000,000 series A convertiblehas authorized 13,000,000 preferred shares with a par value of $0.01 per share, designated as 3,000,000 series A convertible preferred shares and also to authorize 10,000,000 series B convertible preferred shares. The Company has no preferred shares par value $0.01issued and outstanding.

c)Warrants

In terms of the shortterm convertible loan agreement entered into with JMJ Financial, disclosed in note 7 above, on April 13, 2016, the Company awarded fiveyear warrants exercisable for 3,703,700 shares of common stock at an exercise price of $0.03 per share. Each series B convertible preferred share is convertible into 10 Common shares. The amendment was approved by the Colorado Secretary of State on March 26, 2013.

 

Issued and outstandingIn terms of the shortterm Series L Convertible short term notes enteredinto with 8 parties, as disclosed in note 7 above, the Company awarded threeyear warrants exercisable over 15,633,709 shares of common stock, at an exercise price of $0.03 per share.

The Company had no issuedfair value of Warrants awarded during the year ended December 31,2016were valued at $311,955 using the BlackScholes pricing model and outstanding preferred shares as at December 31, 2015.the followingweightedaverage assumptions were used:

Year ended December 31, 2016
Calculated stock price $0.02 to $0.03 
Risk free interest rate1.22% to 1.47%
Expected life of warrants (years) 3 to 5 years 
expected voliatility of underlying stock224.3% to 396.4%
Expected dividend rate0%

 

GREENESTONE HEALTHCARE

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

11.Stockholders’ deficit(continued)

10.Stockholders’ deficit (continued)

c)Warrants (continued)

The volatility of the common stock is estimated using historical data of the Company’s common stock. The riskfree interest rate used in the Black Scholes pricing model is determined by reference to historical U.S. Treasury constant maturity rates with maturities approximate to the life of the warrants granted. An expected dividend yield of zero is used in the valuation model, because the Company does not expect to pay any cash dividends in the foreseeable future. As of December 31, 2016, the Company does not anticipate any awards will be forfeited in the valuation of the warrants.

 

b)PreferredDuring the current year, warrants exercisable for 6,000,000 shares (continued)expired.

 

On April 30,A summary of all of the Company’s warrant activity during the period January 1, 2015 the holders of 106,000 Series “B” preferred shares converted their shares into 1,060,000 common shares at a conversion ratio of 10 common shares for 1 Series B preferred share.to December 31, 2016 is as follows:

c)Warrants

          
     No. of shares Exercise price per share Weighted average exercise price
          
Outstanding January 1, 2015             6,300,000 $0.0033 to $0.15 $0.1400
Granted                          -                          -                            -   
Forfeited/cancelled                          -                          -                            -   
Exercised                          -                          -                            -   
Outstanding December 31, 2015             6,300,000 $0.00                 0.0033
Granted           19,337,409  $               0.03                 0.0300
Forfeited/cancelled           (6,000,000)                   0.15                 0.1500
Exercised                          -                          -                            -   
Outstanding December 31, 2016           19,637,409 $0.033 to $0.03 $0.0300

No warrants were issued, exercised or cancelled for the year under review.

The movement in warrants outstanding is summarized below.

  

Number of

warrants outstanding

 Weighted average exercise price per share
           
 Outstanding at January 1, 2014   4,500,000  $0.15 
 Granted   1,800,000   0.13 
 Cancelled/forfeited   —     —   
 Exercised   —     —   
 Outstanding at December 31, 2014   6,300,000  $0.14 
 Granted   —     —   
 Cancelled/forfeited   —     —   
 Exercised   —     —   
 Outstanding at December 31, 2015   6,300,000  $0.14 

 

The following table summarizes information about warrants outstanding atand exercisable as of December 31, 20152016:

 

  Warrants outstanding and exercisable

Exercise price

 

Number of warrants

Weighted average remaining contractual years 

Weighted average exercise price

               
$0.003   300,000   *  $0.003 
$0.15   6,000,000   0.28   0.15 
     6,300,000      $0.14 

 Warrants outstanding Warrants exercisable
Exercise priceNo. of shares Weighted average remaining years Weighted average exercise price No. of shares Weighted average exercise price
          
$0.0033            300,000  *                300,000  
$0.03         3,703,700                   4.28            3,703,700  
$0.03       15,633,709                   3.00          15,633,709  
          
        19,637,409                   3.19  $               0.03        19,637,409  $                 0.03

 

* In terms of an agreement entered into with an investor relations company, 300,000 warrants were to be issued as part of the Investor Relations Agreement. These warrants have not been issued as yet, therefore the warrant terms are uncertain.

 

As of December 31, 2015 the 6,300,000 warrants were all vested, there were no unrecognized compensation costs related to these warrants and the intrinsic valueAll of the warrants outstanding as of December 31, 2015 is $20,000. 2016 are vested. The warrants outstanding as of December 31, 2016 have an intrinsic value of $5,001.

d)Stock options

 

GREENESTONE HEALTHCARE CORPORATION 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

11.Stockholders’ deficit(continued)

d) Stock options

Ourboard of directors adopted the GreeneStoneGreenestone Healthcare Corporation2013StockOptionPlan (the “Plan”) to promote our long-termlongterm growth and profitability by (i) providing our key directors,officersand employeeswithincentives to improve stockholder value and contribute to our growth and financial success and (ii) enable us to attract, retain and reward the best available persons for positions of substantial responsibility. A total of 10,000,000 shares of our common stock have been reserved for issuanceuponexercise ofoptionsgranted pursuant to the Plan. The Planallows us to grantoptions to our employees,officers and directors and those of our subsidiaries;subsidiaries; provided thatonly our employees and those of our subsidiaries may receive incentive stockoptionsunder the Plan.Wehave granted a total of 480,000optionsas of December 31, 2015 2016under the Plan.

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

10.Stockholders’ deficit (continued)

d)Stock options (continued)

No options were issued, exercised or cancelled forduring the year under review.ended December 31, 2016.

 

The movement in options outstandingA summary of all of the Company’s option activity during the period January 1, 2015 to December 31, 2016 is summarized below.as follows:

 

  Number of options outstanding Weighted average exercise price per share
           
 Outstanding at January 1, 2014   3,600,000  $0.20 
 Granted   480,000   0.12 
 Cancelled/forfeited   (3,600,000)  (0.20)
 Exercised   —       
 Outstanding at December 31, 2014   480,000   0.12 
 Granted   —     —   
 Cancelled/forfeited   —     —   
 Exercised   —     —   
 Outstanding at December 31, 2015   480,000  $0.12 

     No. of shares Exercise price per share Weighted average exercise price
          
Outstanding January 1, 2015                480,000 $0.12  $                0.12
Granted                          -                          -                           -   
Forfeited/cancelled                          -                          -                           -   
Exercised                          -                          -                           -   
Outstanding December 31, 2015               480,000 $0.12                    0.12
Granted - non plan options                          -                          -                           -   
Forfeited/cancelled                    -                          -                           -   
Exercised                          -                          -                           -   
Outstanding December 31, 2016               480,000 $0.12  $                0.12

 

The following table summarizes information about options outstanding atand exercisable as of December 31, 20152016:

  Options outstanding Options Exercisable

 

Exercise price

 

Number of options

Weighted average remaining contractual years 

Weighted average exercise price

Number of optionsWeighted average exercise price
$0.12   480,000   3.84  $0.12   280,000  $0.12 

          
 Options outstanding Options exercisable
Exercise priceNo. of shares Weighted average remaining years Weighted average exercise price No. of shares Weighted average exercise price
          
$0.12            480,000                   2.83               480,000  
          
             480,000                   2.83  $               0.12             480,000  $                0.12

 

The Company agreed to issue Stock options to a former officer vesting over a 24-month period commencing on November 1, 2014 expiring on October 31, 2019, a formal option agreement has not been issued as yet, as such the terms of these options are uncertain.

 

As of December 31, 20152016 there was no unrecognized compensation costs related to these options and the intrinsic value of the options as of December 31, 20152016 is $0.

11.Net loss per common share

For the years ended December 31, 2016 and 2015, the following options and warrants were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

     Year ended December 31, 2016 Year ended December 31, 2015
        
Stock options     $         480,000  $      480,000
Warrants to purchase shares of common stock           19,637,409       6,300,000
      $    20,117,409  $   6,780,000

 

GREENESTONE HEALTHCARE

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

12.Discontinued operations – 1816191 Ontario limited

12.Commitments and contingencies

 

a.Operating leases

In the prior year, On December 17, 2014, the Company completed the sale of the Endoscopy business to a Company owned by Dr. Jay Parekh, for the sum of CDN$1,282,002, comprised of the agreed purchase price of CDN$1,250,000 and the acquisition of net assets at closing of CDN$32,002 The sale price of CDN$1,282,002 included the assumption by the buyer of debt in the same amount as the sale price, which debt is owed by the Endoscopy clinic to the Company in the amount of CDN$895,460 and to the buyer of CDN$386,542. At closing, the buyer offset the assumed debt to the Company of CDN$895,460 by CDN$277,500 through the cancellation of 2,408,268 shares of the Company’s common stock, for a net amount due to the Company of CDN$617,960. This debt is owed by the buyer to the Company in the form of an interest bearing note with a coupon of 5% per annum.

13.Commitments and contingencies

a)Operating leases

The Company hashad entered into a lease agreement for the rental of premises operated by GreeneStone Clinic Muskoka Inc. which term initially expires on March 31, 2019. The Company has an option to extend the lease for an additional three terms, each term being an additional three years. The Company also has an option to purchase the property for $10,000,000, which option must be exercised in writing, accompanied by a $250,000 deposit and must be closed within 30 days of exercising the option. The Company also has a right of first refusal should the landlord receive an acceptable offer for the premises, the Company would be entitled to acquire the premises on the same terms and conditions of the acceptable offer, provided the Company has met certain covenants. The rental expense for the year ended December 31, 20152016 was $255,020.CDN $485,055.

 

The future minimum annual rental payments under the operating lease are estimated as follows, using theSubsequent to year end, exchange rateon February 14, 2017, the Company sold the GreeneStone Muskoka Treatment Center to a third party, simultaneously with the disposal of CAD$1 equals US$0,7225:the Treatment Center, the Company acquired 100% of Cranberry Cove Holdings, LTD, the entity in which the property, subject to the lease mentioned above is registered.

 

    Amount
           
 2016      $356,435 
 2017      400,194 
 2018       443,962 
 2019      113,806 
       $1,314,397 

Cranberry Cove Holdings, Ltd, entered into a new lease agreement with the purchasers and the existing lease was terminated.

 

b.Contingency related to outstanding tax liabilities

b)Contingency related to outstanding tax liabilities

The Company iswas delinquent in paying harmonized sales tax, filing and paying payroll taxes and may also be subject to US taxation and penalties as fully disclosed in note 97 above.

 

As of December 31, 2015,Subsequent to year end, on February 14, 2017, the Company had estimated Canadian tax liabilities outstandingdisposed of $2,290,506, which may result inits GreeneStone Muskoka Treatment Center. A portion of the Canadian tax authorities placing liensproceeds realized on the Company bank accounts which would impact onsale of the Company’s abilitybusiness was used to operate. settle the outstanding Harmonized Sales Tax and Payroll tax liabilities.

The Company has also provided for US tax liabilities of $200,000$250,000 due to non-compliance with the filing of certain required returns. The actual liability may be higher due to interest and penalties assessed by these taxing authorities.

 

c.Other

c)Other

From time to time, the Company and its subsidiaries enter into legal disputes in the ordinary course of business. The Company believes there are no material legal or administrative matters pending that are likely to have, individually or in the aggregate, a material adverse effect on its business or results of operations.

 

GREENESTONE HEALTHCAREETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

14.Income taxes

13.Income taxes

 

The Company is not current in its tax filings as of December 31, 2015.2016.

 

The Company accounts for income taxes under Accounting Standards Codification 740, Income Taxes “ASC 740”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Internal Revenue Code Section 382 “IRC 382” places a limitation on the amount of taxable income that can be offset by carry forwards after a change in control (generally greater than a 50% change in ownership).

 

The components of the Company’s future tax asset as at December 31, 2015 and December 31, 2014 are as follows:

  December 31, 2015 December 31, 2014
         
Net operating loss carry forward $20,224,729  $19,566,029 
Valuation allowance  (20,224,729) (19,566,029)
  $—    $—   

A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows:

 December 31, 2015 December 31, 2014       
         
Taxation benefit at statutory tax rate $230,545  $665,096 
 Year ended December 31, 2016 Year ended December 31, 2015
  
Tax expense at the federal statutory rate  $       (394,991)  $      464,746

Foreign taxation

  4,647  —                198,560             (4,647)
Permanent Differences  23,571     
Permanent differences               56,768           (26,674)
Timing differences not provided for  176,938                            -            (176,938)
Foreign tax rate differential  4,164                    98,381             (5,701)
Valuation allowance  (230,545)  (665,096)               41,282         (250,786)
 $—  $—     $                   -                       -   

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

13.Income taxes (continued)

The components of the Company’s deferred taxes asset as at December 31, 2016 and December 31, 2015 are as follows:

     December 31, 2016 December 31, 2015
Deferred tax assets       
Net operating  loss carry forward     $    20,198,844  $ 20,021,906
Provisions raised                          -             176,938
Taxable income                104,169                    -   
Valuation allowance         (20,303,013)    (20,198,844)
      $                   -     $                -   

 

As atof December 31, 2015,2016, the Company is in arrears on filing its statutory income tax returns and the amounts presented above are based on estimates. The actual losses available could differ from these estimates. In addition, the Company could be subject to penalties for these unfiled tax returns.

 

During the year ended December 31, 2015,2016, the Company has accrued and expensed $200,000 (2014: $150,000)$250,000 (2015: $200,000) in penalties and interest attributable to delinquent tax returns. Management believes the Company has adequately provided for any ultimate amounts that are likely to result from audits of these returns once filed; however, final assessments, if any, could be significantly different than the amounts recorded in the financial statements.

 

The Company operates in foreign jurisdictions and is subject to audit by taxing authorities. These audits may result in the assessment of amounts different than the amounts recorded in the consolidated financial statements. The Company liaises with the relevant authorities in these jurisdictions in regard to its income tax and other returns. Management believes the Company has adequately provided for any taxes, penalties and interest that may fall due.

 

14.Subsequent events

15.

Subsequent events

to December 31, 2016, during January 2017, the Company raised an additional $71,000 in convertible short-term notes with a maturity in July 2017. These notes bear interest at 0% and are convertible into shares of common stock at $0.03 per share. The Company also issued three-year warrants exercisable for 2,366,667 shares of common stock, at an exercise price of $0.03 per share to these noteholders.

 

On February 2, 2017,The Company is currently negotiatingentered into a Securities Purchase Agreement with JMJ FinancialLABRYS FUND LP, in terms of whichthe agreement the Company will borrow $200,000borrowed $100,000 in terms of an unsecured convertible promissory note with a maturity date of seven months fromAugust 2, 2017. The principal amount due under the closing date for net proceedspromissory note is $110,000, inclusive of $160,000, afteran Original Issue discount of $10,000. The note bears interest at a 10% original issue discount and a 10% one-time interest charge.rate of 8% per annum. The promissory note is only convertible upon a repayment default, at the lower of 60% of the lowest traded price over the preceding 30 day trading period prior to the issuance of this note or 60% of the lowest traded price 30 days prior to the conversion date. The Company issued 1,200,000 common shares to the note holder as a pricecommitment fee which returnable shares will be returned to the company is fully repaid prior to August 2, 2017.

On February 14, 2017, GreeneStone completed a series of transactions (referred to collectively as the “Restructuring Transactions”), including a share purchase agreement (the “SPA”) whereby GreeneStone acquired the stock of the company holding the Muskoka Healthcare Clinic real estate, an asset purchase agreement (the “APA”) and lease (the “Lease”) whereby the Company sold all of the Muskoka clinic business assets and leased the clinic building to the buyer, and a real estate purchase agreement and asset purchase agreement whereby the Company purchased the real estate and business assets of Seastone Delray (the “Florida Purchase”).

The Stock Purchase Agreement

Under the SPA, the Company acquired 100% of the stock of Cranberry Cove Holdings Ltd. (“CCH”) from Leon Developments Ltd. (“Leon Developments”), a company wholly owned by Shawn E. Leon, who is the President, CEO, and CFO of GreeneStone (“Mr. Leon”). CCH owns the real estate on which the Company’s rehabilitation clinic (“the Canadian Rehab Clinic”) in Muskoka, Ontario is located. The total consideration paid by GreeneStone was CDN$3,300,000 (an appraised value of CDN$10,000,000 less the outstanding mortgage loan), which was funded by the assignment to Leon Developments of certain indebtedness owing to GreeneStone in the amount of CDN$659,918, and the issuance of 60,000,000 shares of the Company’s common stock to Leon Developments, valued at approximately US$0.033 per share (the “Shares”).

ETHEMA HEALTH CORPORATION

(formerly known as Greenstone Healthcare Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

14.Subsequent events (continued)

The Asset Purchase Agreement and Lease

Under the APA, the assets of the Canadian Rehab Clinic were sold by GreeneStone, through its subsidiary, GreeneStone Clinic Muskoka Inc. (the “Rehab Clinic Subsidiary”), to Canadian Addiction Residential Treatment LP (the “Purchaser”), for a total consideration of CDN$10,000,000, plus an additional performance payment of up to CDN$3,000,000 performance payment to be determined.received in 2019 if certain clinic performance metrics are met. The Purchaser completed the sale with cash proceeds to the Company of CDN$10,000,000, of which CDN$1,500,000.00 will remain in escrow for up to two years to cover indemnities given by the Company. Aside from using the proceeds of the Muskoka clinic asset sale to pay down significant tax debts and operational costs of the Company, the Company also used the proceeds to fund the Florida Purchase.

Through theAPA,substantially all of the assets of the Rehab Clinic Subsidiary were sold, leaving GreeneStonewith onlythe underlying clinic real estate,whichGreeneStone through itsnewlyacquired subsidiary CCH concurrently leased to thePurchaser.The Lease is a triple net lease and provides for a five (5) year primary termwiththree (3) fiveyear renewal options, annual base rent for thefirstyear atCDN$420,000 withannual increases, anoptionto tenant to purchase the leased premises and certainfirstrefusal rights.

The Florida Purchase

Immediately after closing on the sale of its Muskoka clinic business, GreeneStone closed on the acquisition of the business and real estate assets of Seastone Delray pursuant to certain real estate and asset purchase agreements This business will be operated through its wholly owned subsidiary Seastone. The purchase price for the Seastone assets was US$6,150,000 financed with a purchase money mortgage of US$3,000,000, and US$3,150,000 in cash.

During January 2017, the Company raised a further $71,000 in convertible notes, each note convertible into shares of common stock at a conversion price of $0.03 per share. In connection with the notes issued, warrants to purchase 2,366,667 shares of common stock were issued to the note holders.

During February 2017, the Company raised a further loan of $110,000 from LABRYS FUND LP for net proceeds of $100,000, including an Original issue Discount of 10%. The loan bears interest at 8% per annum and matures on August 2, 2017. Subject to an Event of Defualt, this loan is convertible into common stock at a 40% discount to market price as determined by a pre-determined formula. The Company will also issue,issued 1,200,000 shares of Common stock to the note holder as a commitment fee, which is returnable if the note is repaid in terms of the financing, 3,703,700 warrants exercisable over common shares at $0.03 per share, which warrants contain a cashless exercise option.full before maturity date.

 

Other than disclosed above, the Company has evaluated subsequent events through the date of the consolidated financial statements were available to be issued and has concluded that no such events or transactions took place that would require disclosure herein.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

None.

 

Item 9A. Controls and Procedures.

 

a)Evaluation of Disclosure and Control Procedures

a)Evaluation of Disclosure and Control Procedures

 

The Company’s disclosure controls and procedures are designed to ensure (i) that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (ii) that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Our principal executive officer and principal financial officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2015,2016, and concluded that the disclosure controls and procedures were not effective as a whole, and that the deficiency involving internal controls constituted a material weakness as discussed below.

 

b)Management’s Assessment of Internal Control over Financial Reporting

b)Management’s Assessment of Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13a-15(f). A system of internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

 

Under the supervision and with the participation of management, including the principal executive officer and the principal financial officer, the Company’s management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2015,2016, based on the criteria established in a report entitled “Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission” and the interpretive guidance issued by the Commission in Release No. 34-55929. Based on this evaluation, the Company’s management, including the Company’s principal executive officer and principal financial officer, has evaluated and concluded that the Company’s internal control over financial reporting was ineffective as of December 31, 2015,2016, and identified the following material weaknesses:

 

There are insufficient written policies and procedures to insureensure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements; and Notwithstanding the existence of this material weakness in our internal control over financial reporting, our management believes that the consolidated financial statements included in its reports fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.

 

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. The Company’s registered public accounting firm was not required to issue an attestation on its internal controls over financial reporting pursuant to temporary rules of the Securities and Exchange Commission. The Company will continue to evaluate the effectiveness of internal controls and procedures on an on-going basis.

 

c)Changes in Internal Control over Financial Reporting

c)Changes in Internal Control over Financial Reporting

 

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

 

 

Item 9B.Other Information.

 

Not applicable.

 

Item 10. Directors, Executive Officers, and Corporate Governance.

 

The following table sets forth the names and ages of the members of the Company’s Board of Directors (the “Board”) and executive officers, and the positions held by each:

 

NamePosition

Name(1)(2)(3)Position
Shawn E. Leon5657Chief Executive Officer, Chief Financial Officer, President and Director (4)
   
John O’Bireck (5)5758Director
   
Gerald T Miller (5)5859Director

(1)Michael Hewlett resigned as a director of the Company, without cause, with effect from June 15, 2015
(2)Dr. Luke Fazio resigned as a director of the company, without cause, with effect from June 17, 2015.
(3)Mr William Sklar resigned as the Chief Financial Officer of the Company with effect from August 19,2015.
(4)Mr. Leon was appointed as the Chief Financial Officer of the Company upon the resignation of Mr. William Sklar on August 19, 2015.
(5)Mr. O’Bireck and Mr. Miller were appointed to the board of directors on November 2, 2015 to replace the vacancies left by Mr. Hewlett and Dr. Fazio.


Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.

 

Shawn E. Leon, Chief Executive Officer, Chief Financial Officer, President and Director

 

Shawn E. Leon has been an officer and director of the Company since November 2010 and served as the President of the Company’s subsidiaries at all times. In April 2011, Mr. Leon was appointed as the Company’s Chief Executive Officer. Prior to joining the Company, Mr. Leon held the role of President of Greenestone Clinic Inc., Leon Developments Ltd, Port Carling Inn Developments Ltd., 1871 at the Locks Developments Ltd. and Leon Developments Ltd. Mr. Leon graduated with Honors in Business Administration from Wilfrid Laurier University in 1982. Mr. Leon was elected to the Board because of his prior management experience.

 

John O’Bireck, Director

 

John O’Bireck, 5758 of Aurora, Ontario, Canada has been a Control Systems Engineer, since graduating in 1982, and has since been involved with building engineering teams to provide solutions for industrial and transportation industry. He was a co-founder of Hay-Drive Technologies Ltd. a publicly listed company where he held the positions of Director, Vice-President, Chief Technology Officer and Vice President of Advanced Product Development. Mr. O’Bireck was also the co-founder, Director and President of Supernova Performance Technologies Ltd., a privately held company. In 2014 Mr. O’Bireck was elected as a Director to the Board of Sparta Capital Ltd.

 

Gerald T. Miller, Director

 

Gerry Miller, 5859 of Toronto, Ontario, Canada is the Managing Partner of the Law Firm Gardiner Miller Arnold LLP. Mr. Miller’s practice focuses on a comprehensive range of business, finance and real estate issues. In addition to managing the law firm. Mr. Miller’s runs the business law and real estate practice at Gardiner Miller Arnold LLP Law firm. He advises small to medium sized companies in manufacturing, investing and service related industries. Mr. Miller supervises all merger and acquisition transactions and institutional finance work.

 

Involvement in Certain Legal Proceedings

 

To

A former employee has filed suit against the Company asserting wrongful dismissal, claiming damages between CDN$43,500 and CDN$50,000 this matter is under discussion with the plaintiff, we feel that the damages claimed are remote

Other than disclosed above, tothe best of ourknowledge,during the past ten years,noneof the following occurredwithrespect to a present orformerdirector, executiveofficer,or employee: (1) any bankruptcypetitionfiled by or against any business ofwhichsuch person was a general partner or executive officer either at the time of the bankruptcy orwithin twoyears prior to that time;time; (2) anyconvictionin a criminal proceeding or being subject to apendingcriminal proceeding (excludingtrafficviolationsand other minoroffenses); ;(3) being subject to anyorder,judgment or decree, not subsequently reversed, suspended vacated, of any court of competent jurisdiction, permanently or temporarilyenjoining,barring, suspending or otherwise limiting his or her involvement in anytypeof business, securities orbanking activities;activities; and (4) being found by a court of competent jurisdiction (in a civil action), theSECor the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Compliance with Section 16(A) of the Exchange Act

 

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

 

Based solely on our review of certain reports filed with the SEC pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, at December 31, 2015,2016, none of the officers, directors or 10% shareholders were in compliance with Section 16(a).

 

Code of Ethics

 

The Board adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers and employees, including our Chief Executive Officer. A copy of our Code of Ethics is incorporated by reference to an exhibit in our exhibit table. Shareholders may also request a copy of the Code of Ethics from the Company’s headquarters.

 

Board Meetings and Committees

 

The Company holds regular Board meetings each quarter. There are no sub committees of the Board. All Directors act on all matters before the Board.

 

Audit Committee

 

Effective May 6, 2003, the SEC adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

 

approved by our audit committee; or
entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

 

We do not currently have an audit committee. The Board pre-approves all services provided by our independent auditors and otherwise performs the functions of an audit committee. The Company does not believe that not having an audit committee will have any adverse effect on the Company’s financial statements or current operations. The Company’s management will assess whether an audit committee may be necessary in the future.

 

Item 11. Executive Compensation.

Executive Compensation

 

There has been no annuity, pension or retirement benefits paid to our officers or directors during the past two fiscal years. We currently do not have an employment agreement with the Company’s Chief Executive Officer. There is no compensation committee of the Board. The Board approved the terms of a certain management agreement with Greenestone Clinic, Inc., wholly owned by the Company’s Chief Executive Officer,Shawn Leon, and with Shawn Leon, whereby a management agreement was initially for a term of one year and was for the development of medical clinics in Ontario, Canada. The agreement has been extended from year to year and has been expanded to include overall company management and the development of clinics in the United States. The management agreement allowed for a maximum compensation of $300,000 per year.

 

On November 1, 2014, the Company entered into an employment agreement with William L. Sklar, our Chief Financial Officer. Pursuant to this employment agreement, Mr. Sklar iswas entitled to a salary of CAD$18,000 per annum and he received options exercisable over 480,000 shares of common stock of the Company at an exercise price of $0.12 per share. The stock option vest over a twenty-four-month period, contain a cashless exercise provision and will expire on October 31, 2019. Mr. Sklar was subject to a two year non-compete and non-solicitation clause under his employment agreement. Mr. Sklar’s employment agreement did not provide for any payments upon a change of control. Mr Sklar resigned as the Company’s Chief Financial Officer on August 19, 2015.

 

The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.

 

SUMMARY COMPENSATION TABLE Summary Compensation Table

Name and principal position Year 

Salary

($)

 

Bonus

($)

 

Stock Awards

($)

 

Option Awards

($)

 

Non-Equity Incentive Plan Compensation

($)

 

Nonqualified Deferred Compensation Earnings ($)

 All Other Compensation ($) 

 

Total ($)

Shawn E. Leon,
Chief Executive Officer, Chief Financial Officer
  2015   —     —     —     —     —     —     —     —   
President (1)  2014   —     —     —     —     —     —     —     —   
                                     
William L. Sklar
Chief Financial Officer (2)
  2015   5,840   —     —     —     —     —     —     5,840 
Financial  2014   3,879   —     —     20,844   —     —     —     24,723 

Name and Principal Position Year Salary ($) Bonus ($) Option Awards ($) Non-Equity Plan Compensation ($) Non Qualified Deferred Compensation Earnings             ($) All Other Compensation ($) Total($)
Shawn E. Leon, President, CEO and CFO(1)  2016   —     —     —     —     —     257,283   257,283 
   2015   —     —     —     —     —     —     —   
William Sklar, former CFO(2)  2016   —     —     —     —     —     —     —   
   2015   5,840   —     —     —     —     —     5,840 

 

(1)MrMr. Leon was appointed as the Company’s Chief Financial Officer on August 19,2015. Allother compensation represents a managementfeeof $120,000paiddirectlytoMr. Leon and a further management fee for services rendered of $137,283 paid to Greenstone Clinic, Inc., a company wholly owned by Mr. Leon, for the year ended December 31,2016.The verbal management agreement was entered into with Greenstone Clinic, Inc., a wholly owned subsidiary of Shawn Leon, and Shawn Leon, was initially for a term of one year and was for the development of medical clinics in Ontario, Canada. The agreement has been extended from year to year and has been expanded to include overall company management and the development of clinics in the United States. The management agreement allowed for a maximum compensation of $300,000 per year.
(2)Mr.Sklar resigned as the Company’s Chief Financial Officer on August 19,2015.

 

Outstanding Equity Awards at Fiscal Year End

 

There were no equity awards issued to executive officers during the fiscal year ended December 31, 20152016 and there are no outstanding equity awards to named officers as of December 31, 2015.2016.

 

Information regarding equity compensations plans is set forth in the table below:

 

Plan category 

 

 

 

Number of securities to be issued upon exercise of outstanding options

 

 

 

 

 

Weighted average exercise price of outstanding options

 Number of securities available for future issuance under equity compensation plans
Equity compensation plans approved by security holders  480,000   0.12   9,520,000 
             
Equity compensation plans not approved by security holders  —     —     —   
             
Total  480,000   0.12   9,520,000 

   Number of securities to be issued upon exercise of outstanding options Weighted average exercise price of outstanding options Number of securities remaining for future issuance under equity compensation plans
        
Equity Compensation plans approved by the stockholders       
2013 Equity compensation plan              480,000  $               0.12       9,520,000
Equity Compensation plans not approved by the stockholders      
None                        -     $                   -                       -   
        
            480,000.0  $               3.59       9,520,000

 

Directors Compensation

 

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named directors by us during the year ended December 31, 2014.2016.

 

DIRECTORS COMPENSATION TABLEDirectors Compensation Table

 

DirectorName  

Directors fees EarnedFees earned or Paidpaid in Cash

cash ($)

   

Stock Awards

awards ($)

   

Option Awards

awards ($)

   

Non-Equity

Incentive Plan

Compensation

($)

   

Non-Qualified

Non Qualified Deferred Compensation Earnings

($)

   

All Other

Compensation

($)

   

Total

($)

 
                             
Shawn E. Leon  —     —     —     —     —     —     —   
                             
John O’Bireck(5)O' Bireck  —     —     —     —     —     —     —   
                             
Gerald T Miller(5)—  —  —  —  —  —  —  
Dr. Luke Fazio—  —  —  —  —  —  —  
Michael Howlett  —     —     —     —     —     —     —   

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table sets forth the beneficial ownership of our capital stock by each executive officer and director, by each personknownby us to beneficiallyownmorethan five percent (5%) of any class of stock and by the executiveofficers and directors as a group. Except as otherwise indicated, all shares of common stockareowneddirectly and the percentage shown is based on 47,738,855109,938,855 shares of common Stock issued and outstanding as ofApril 10, 2016.11,2017.

 

Name Amount and Nature of Beneficial Ownership of Common Stock 

Percent of Common Stock Beneficially Owned (1(2))

         
Directors and officers        
Shawn E. Leon  8,005,150(3)  16.4%
         
John O’Bireck  —     —   
         
Gerald T Miller  —     —   
         
5% Shareholders        
Irwin Zalcberg  5,300,000(4)  10.4%
         
All officers and directors as a group (3 persons)  8,005,150   16.4%
Name of beneficial owner  Amount snd nature of beneficial owenership, including common stock Percentage of common stock beneficially owned (1)
      
Directors and Officers     
Shawn E. Leon         72,288,859 (2) 62.7%
      
5% Shareholders     
None                        -    0.0%
      
All officers and directors as a group (1 person)         72,288,859 62.7%

 

(1)Based on 47,738,855109,938,855 shares of common stock outstanding as ofApril 6, 2016.11,2017.
(2)Beneficial ownership means the sole or shared power to vote, or to direct the votingIncludes 2,257,850 shares of a security, or the sole or shared investment power with respect to a security (i.e., the power to disposecommon stock and 1,910,000 shares of or to direct the disposition of, a security). In addition,common stock and warrants for purposes of this table, a person is deemed, as of any date, to have “beneficial ownership” of any security that such person has the right to acquire within 60 days of April 6, 2015.
(3)Includes 1,910,0005,433,709 shares of common stock held by Eileen Greene, the spouse of Shawn Leon,Leon; 2,687,300 shares of common stock held by GreeneStone Clinic Inc.,whichis controlled byMr. Leon Leon; and warrants exercisable over 1,150,000a further 60,000,000 shares of common stock held by Eileen Greene. issued to Leon Developments Ltd upon the acquisition of Cranberry Cove Holdings Ltd on February 14, 2017.Mr. Leon resides at 46 FairwayHeights Drive, Thornhill, Ontario, Canada.

(4)Table Of Contents

15

Includes 2,300,000 shares of common stock held by Irwin L. Zalcberg, warrants exercisable over 1,000,000 shares of common stock and further warrants exercisable over 2,000,000 shares of common stock owned by the Irwin Zalcberg profit sharing plan.

Item 13. Certain Relationships and Related Party Transactions, and Director Independence.

 

Related Party Transactions

 

The Company leasesleased the premises onwhichthe clinic isMuskoka Clinic was situated on fromCranberry CoveHoldings LTD,(“CCH”) whichis indirectlyownedby our CEO, Shawn Leon. The clinic is in Bala, Ontario at3571 Highway 169.The property is 43 acres in size and contains approximately 48,000 square feet ofbuildings. Theinitial term of the lease iswas for a five-yearfiveyear periodwhich commenced on April 1, 2014 and has renewal options for an additional three terms, each additional term being for2014.Subsequent to year end, on February 14, 2017, the Company acquired 100% of the equity of CCH from Leon Developments Ltd. (“Leon Developments”), a periodcompany wholly owned by Shawn E. Leon, The total consideration paid by the Company was CDN$3,300,000 (an appraised value of three years. The lease is a net leaseCDN$10,000,000 less the outstanding mortgage loan), which was funded by the assignment to Leon Developments of certain indebtedness owing to the Company in the amount of CDN$659,918, and the Company has a non-disturbance agreement from the mortgage lenders on the property for the whole term. Further, the Company has an option to purchase the property at any time during the termissuance of 60,000,000 shares of the lease for $10,000,000. ShawnCompany’s common stock to Leon the Company’s Chief Executive Officer is also the managing partner of Cranberry Cove Holdings LTD.Developments, valued at approximately US$0.033 per share.

 

As of December 31, 2015,2016, a total of $394,297$72,729 is owedpayable to executive officers or their affiliates for loans payable,net related party payables, as detailed in the below table:

 

Description Amount
     
Shawn Leon (1) $159,551 
     
1816191 Ontario (2)  22,305 
     
Greenestone Clinic (3)  5,284 
     
Cranberry Cove Holdings LTD.(4)  87,356 
     
  $187,140 

(1) Shawn E. Leon is the Company’s Chief Executive Officer.

NameAmount
Receivable by the Company
Cranberry Cove Holdings Ltd.(1) $             84,867
Payable by the Company
1816191 Ontario(2)              69,512
Greenestonwe Clinic(3)              79,592
Shawn Leon(4)            (8,492)
Total $           72,729

(2) 1816191 Ontario is the Endoscopy Clinic sold to Dr. Parekh in December 2014. Dr. Parekh is indebted to the company for $446,476 as of December 31, 2015, this amount has been fully provided for.

(3) Shawn Leon is the Chief Executive Officer of GreeneStone Clinic, Inc.

(4) Dr. Parekh, the owner of 1816191 Ontario, is the owner of Cranberry Cove Holdings LTD.

 

(1)Cranberry CoveHoldings iswholly owned by Leon Developments, Ltd., a Company controlled by Shawn Leon, our CEO.
(2)1816191Ontario is the Endoscopy Clinic sold toDr. Parekh in December2014.
(3)Shawn Leon is the Chief Executive Officer of GreeneStone Clinic, Inc.
(4)Shawn E. Leon is the Company’s Chief ExecutiveOfficer.

The Company’s managementfee expense amounted to $96,705$257,283 and $122,271$97,152 for the years ended December 31,2016 and2015ofwhich $120,000 was paid directly to Mr. Leon and 2014 which fees were$137,283 was paid to Greenestone Clinic Inc. for services which are included in management fees.2016 and $97,152 was paid to Greenestone Clinic in 2015.

 

The Company enteredinto an agreement to lease premisesfromCranberry CoveHoldings Ltd.On anarm’slength basis. During the year ended December 31, 2015, 2016,the Company had rent expense of $255,020CDN $485,055 and CDN $ 451,380 due to Cranberry CoveHoldingsLtd. Cranberry CoveHoldings Ltd. is related to the Company by virtue of its shareholder, being a director of the Company.Shawn E Leon,who is our CEO.

 

Director Independence

 

The common stock of the Company is currently quoted on the OTCBB, a quotation system which currently does not have director independence requirements. On an annual basis, each director and executive officer will be obligated to disclose any transactions with the Company in which a director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest in accordance with Item 407(a) of Regulation S-K. Following completion of these disclosures, the Board will make an annual determination as to the independence of each director using the current standards for “independence” that satisfy the criteria for the NASDAQ Stock Market, Inc.

 

As of December 31, 2015,2016, the Board determined that the following directors are independent under these standards: John O’Bireck and Gerald T Miller.Millerare independentand that Mr. Leon is not independentunder these standards.

 

Item 14. Principal Accountant Fees and Services.

 

The following is a summary of the fees paid by us to RBSM LLP for professional services rendered for the years ended December 31, 20152016 and 2014:2015:

 

Fee Category  December 31, 2015 December 31, 2014
          
Audit fees  $66,000  $75,725 
Audit related fees   —     —   
Taxation fees   —     —   
All other fees   —     —   
   $66,000 $75,725 
     Year ended December 31, 2016 Year ended December 31, 2015
        
Audit fees and expenses     $           62,500  $        81,000
Taxation preparation fees       
Audit related fees       
Other fees                          -                       -   
      $           62,500  $        81,000

 

Audit Fees

Consists of fees billed for professional services rendered for the audit of our financial statements and review of interim financial statements included in quarterly reports and services that are normally provided by RBSM LLP in connection with statutory and regulatory filings or engagements in fiscal year ended December 31, 20152016 and 2014,2015, respectively.

 

Audit Related Fees

Consists of fees billed for accounting, assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”.

 

Tax Fees

Tax Fees consist of the aggregate fees billed for professional services rendered by our principal accounts for tax compliance, tax advice, and tax planning. These services include preparation for federal and state income tax returns.

 

All Other Fees

We did not incur any other fees billed by auditors for services rendered to our Company, other than the services listed above for the fiscal years ended December 31, 20152016 and 2014,2015, respectively.

 

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)FinancialStatements and Schedules

 

See Item 8.

 

(b)Exhibits

 

 Exhibit No.  Description  Form   SEC File No. Date   Exhibit   Filing  Filed Herewith Furnished Herewith
 3.1  Articles of Incorporation of NNRC, Inc.  (as filed with the Secretary of State of Colorado on April 1, 1993)  10-K   000-15078   3.1   March 28, 2013     
                         
 3.2  Articles of Amendment to the Articles of Incorporation of Nova Natural Resources, Inc. (as filed with the Secretary of State of Colorado on May 8, 2012)  10-K   000-15078   3.2   March 28, 2013     
                         
 3.3  Articles of Amendment to the Articles of Incorporation of Greenestone Healthcare Corporation (as filed with the Secretary of State of Colorado on March 26, 2013)  8-K   000-15078   3.3   March 29, 2013     
                         
 3.4  Amended and Restated Bylaws of Greenestone Healthcare Corporation  8-K   000-15078   3.4   March 29, 2013     
                         
 10.1  Stock Purchase Agreement I  8-K   000-15078   10.01   March 29, 2013     
                         
 10.2  Form of Warrant I  8-K   000-15078   10.01   December 30, 2013     
                         
 10.3  Form of Warrant II  8-K   000-15078   10.01   December 30, 2013     
                         
 10.4  Stock Purchase Agreement II  8-K   000-15078   10.01   December 30, 2013     
                         
 10.5  Share Purchase Agreement, dated as of December 16, 2014, by and between the Registrant    and    Jain heel    Parekh   Medicine Professional Corporation  8-K   000-15078   10.1   December 23,2014     
                         
 10.6  

CollateralNote,dated December16,2014

  8-K   000-15078   10.2   December 23, 2014    
                         
 16.1  Letterfrom JarvisRyanAssociates,LLP  8-K   000-15078   16.1   July 9, 2014     
                         
 31.1  Certification by the Principal Executive Officer of registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule15d-14(a))                 X 
                         
 31.2  Certification by the Principal Financial Officer of registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))                 X 
                         
 32.1  Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                 X 
                         
 32.2  Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                 X 
                         
 101.INS  INSXBRLInstanceDocument                   X
                         
 101.SCH  SCH XBRLSchemaDocument                   X
                         
 101.CAL  CAL XBRLCalculationLinkbaseDocument                   X
                         
 101.DEF  DEF XBRLDefinitionLinkbaseDocument                   X
                         
 101.LAB  LAB XBRLLabelLinkbaseDocument                   X
                         
 101.PRE  PRE XBRLPresentationLinkbaseDocument                   X

       
Exhibit No.DescriptionFormSEC File No.DateFiled HerewithFiled by Reference
       
3.1Articles of Incorporation of NNRC, Inc. (as filed with the Secretray of State of Colorado on April 1, 1993)10-K000-15078March 28,2013 X
       
3.2Articles of Amendment to the Articles of Incorporation of Nova Natural Resources, Inc. (as filed with the Secretary of State of Colorado on May 8, 2012)10-K000-15078March 28,2013 X
       
3.3Articles of Amendment to the Articles of Incorporation of Greenestone Healthcare Corporation (as filed with the Secretary of State of Colorado on March 26, 2013)8-K000-15078March 29, 2013 X
       
3.4Amended and Restated Bylaws of Greenestone Healthcare Corporation8-K000-15078March 29, 2013 X
       
3.5Articles of Amendment to the Articles of Incorporation re: Name Change8-K000-15078April 10, 2017 X
       
3.6First amendment to Amended and Restated Bylaws8-K000-15078April 10, 2017 X
       
4.1Form of Series L Convertible Note and Warrant Agreement8-K000-1507842740 X
       
4.2Form of LABRYS LP Convertible Note Agreement8-K000-15078February 2, 2017 X
       
10.1Stocj Purchase Agreement I8-K000-1507841362 X
       
10.2Form of Warrant I8-K000-15078December 30, 2013 X
       
10.3Form of Warrant II8-K000-15078December 30, 2013 X
       
10.4Srock Purchae Agreement  II8-K000-15078December 30, 2013 X
       
10.5Share Purchase Agreement, dated as of December 16,2014 by and between the Registrant and Jainheel Patekh Medical Professional Corporation8-K000-15078December 23, 2014 X
       
10.6Collateral Note, Dated December 16, 20148-K000-15078December 23, 2014 X
       
10.7Seastone of Delray Asset Purchase Agreement, Management Services Agreement and Cemmercial Real Estate Contract8-K000-15078May 23, 2016 X
       
10.8Stock Purchase Agreement re: Cranberry Cove Holdings Ltd.8-K000-15078February 17,2017 X
       
10.9Asset Purchase Agreement re: Sale of Muskoka Clinic8-K000-15078February 17, 2017 X
       
10.10Lease of Muskoka Clinic8-K000-15078February 17, 2017 X
       
16.1Letter from Jarvis Ryan Associates, LLP8-K000-15078July 19, 2014 X

 

 

31.1Certification of the Principal Executive Officer of the registrant pursuant to Section 302 of the Sarbanes Ocley Act of 2002 (Rule 13(a) -14(a) or Rule 15(d( - 14 (a)X
31.2Certification of the Principal Financial Officer of the registrant pursuant to Section 302 of the Sarbanes Ocley Act of 2002 (Rule 13(a) -14(a) or Rule 15(d( - 14 (a)X
32.1Certification of the Principal Executive Officer pursuant to Rule 18 U.S.C 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002X
32.2Certification of the Principal Financial Officer pursuant to Rule 18 U.S.C 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002X
101.INS INS XBRL Instance DocumentX
101.SCH SCH XBRL Schema DocumentX
101.CAL CAL XBRL Calculation Linkbase DocumentX
101.DEF DEF XBRL Definition Linkbase DocumentX
101.LAB LAB XBRL Label Linkbase DocumentX
101.PRE PRE XBRL Presentation Linkbase DocumentX

SIGNATURE

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

GREENESTONE HEALTHCARE CORP.

ETHEMA HEALTH CORPORATION.

 

 

Date: April 14, 2016By: /s/ Shawn E. Leon
Name: Shawn E. Leon
Title: Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)  

Date: April 17, 2017

By: /s/ Shawn E. Leon 

Name: Shawn E. Leon

Title: Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

NamePositionDate

/s/Shawn E. Leon

Chief Executive Officer (Principal Executive Officer),

April 14, 201617, 2017

Shawn LeonChief Financial Officer (Principal Financial Officer),
President and Director 
/s/ John O’BireckDirectorApril 14, 201617, 2017
John O’Bireck  
/s/ Gerald T. MillerDirectorApril 14, 201617, 2017
Gerald T. Miller