Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Jun. 30, 2016 | Apr. 10, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | GREENESTONE HEALTHCARE CORP | ||
Entity Central Index Key | 792,935 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 1,506,000 | ||
Entity Common Stock, Shares Outstanding | 109,938,855 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
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 |
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 loan | 250,258 | |
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 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common Stock Par Value | $ 0.01 | $ 0.01 |
Common Stock Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock Shares Issued | 48,738,855 | 47,738,855 |
Common Stock Shares Outstanding | 48,738,855 | 47,738,855 |
Preferred Stock, Par Value | $ 0.01 | $ 0.01 |
Preferred Stock, Series A Shares Authorized | 3,000,000 | 3,000,000 |
Preferred Stock, Series A Shares Issued | 0 | 0 |
Preferred Stock, Series A Shares Outstanding | 0 | 0 |
Preferred Stock, Series B Par Value | $ 0.01 | $ 0.01 |
Preferred Stock, Series B Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Series B Shares Issued | 0 | 0 |
Preferred Stock, Series B Shares Outstanding | 0 | 0 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
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- 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 | 48,305,978 | 47,176,078 |
Shareholders Equity
Shareholders Equity - USD ($) | Preferred Series B Stock | Common Stock | Additional Paid-In Capital | Comprehensive Income / Loss | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2014 | 46,131,764 | |||||
Beginning Balance, Value at Dec. 31, 2014 | $ 461,318 | $ 16,129,038 | $ 245,187 | $ (19,566,029) | $ (2,730,486) | |
Shares issued for debt conversion, Shares | 300,000 | |||||
Shares issued for debt conversion, Value | $ 3,000 | 5,117 | 8,117 | |||
Shares issued for services, Shares | (106,000) | 250,000 | ||||
Shares issued for services, Value | $ (1,060) | $ 2,500 | 53,346 | 56,906 | ||
Conversion of Series ""B"" Preferred shares to common, Shares | (106,000) | 1,060,000 | ||||
Conversion of Series ""B"" Preferred shares to common, Value | $ (1,060) | $ 10,600 | (9,540) | |||
Adjustments to previously issued shares for debt conversion, due to exchange adjustments, Shares | (2,909) | |||||
Adjustments to previously issued shares for debt conversion, due to exchange adjustments, Value | $ (29) | (427) | (456) | |||
Foreign currency translation | 688,639 | 688,639 | ||||
Net loss | (1,155,176) | (1,155,176) | ||||
Ending Balance, Shares at Dec. 31, 2015 | 47,738,855 | |||||
Ending Balance, Value at Dec. 31, 2015 | $ 477,389 | 16,177,534 | 933,826 | (20,721,205) | (3,132,456) | |
Shares issued for services, Shares | 1,000,000 | |||||
Shares issued for services, Value | $ 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) | ||||
Ending Balance, Shares at Dec. 31, 2016 | 48,738,855 | |||||
Ending Balance, Value at Dec. 31, 2016 | $ 487,389 | $ 16,509,906 | $ 807,563 | $ (20,981,914) | $ (3,177,056) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 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) provided by operating activities: | ||
Non cash discount movements | 93,244 | |
Stock issued for services | 50,000 | 56,906 |
Other foreign currency 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) provided by 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) | (25,788) |
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 ussed 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 |
1. Nature of Business
1. Nature of Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. Nature of Business | 1. Nature of Business Ethema Health Corporation (the “Company”) was incorporated under the laws of the state of Colorado, USA, on April 1, 1993. 2012, from Nova As 2016 2015, owns 100% which 2010 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”). 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. (“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 the APA, with only which newly Purchaser. with first CDN$420,000 with option first 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. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
2. Summary of Significant Accounting Policies | 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 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. c) Principals of consolidation and foreign currency translation The accompanying consolidated financial statements include the accounts of the Company, its subsidiary. All intercompany transactions and balances have been eliminated on consolidation. The Company’s subsidiary’s functional currency was 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" 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). 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, 2016 a closing rate of CAD$1.0000 equals US$0.7448 and an average exchange rate of CAD$1.0000 equals US$0.7555. 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 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. 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 $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 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, 2016 and December 31, 2015, the Company has a $0 and $0 allowance for doubtful accounts, respectively. 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, loans 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, 2016 and 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, 2016 and 2015. i) Plant and equipment Fixed assets are recorded at cost. Depreciation is calculated on the declining balance method at the following annual rates: Computer Equipment 30% Computer Software 100% Furniture and Equipment 30% Medical Equipment 25% Vehicles 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 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 The Company accounts for income taxes under the provisions of ASC Topic 740, “Income Taxes”. ASC Topic 740 contains a twostep approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first weight more will including litigation more upon within To will 2001, 2016 are US 2010 2016 are 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, 2016 and 2015. m) Stock based compensation ASC 718-10 "Compensation Stock Compensation" prescribes accounting and reporting standards for all stockbased payments awarded to employees, including obligation obligation (a) option obligation If obligation liability; The Company accounts for stockbased compensation issued to nonemployees and consultants in accordance with 505- with more (a) goods n) 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 BlackScholes 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 BlackScholes Option Pricing model require estimates, including such items as estimated volatility of the Company’s stock, riskfree 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. o) Recent accounting pronouncements In 2016, Accounting (“FASB”) Accounting Update which GAAP affect liabilities option, In addition, deferred from beginning 2017, upon adoption, beginning first which adoption liabilities option from adopting this In 2016, FASB Accounting Update which GAAP will liabilities with more beginning 2018, upon adoption, beginning first which adoption adopting this 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, 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 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 2016, FASB Accounting Update No. Transfers Other transfers, transfers. GAAP effect from deferred newly from will beginning 2017, within adoption beginning which adopting this In 2016, FASB Accounting Update No. (Topic Upon Update (VIE) are If are this Update are with As initiative, will are this Update are beginning 2016, including within adoption this 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 licensed from within same Accounting Update No. Accounting which this 2. The amendment to Subtopic 360-20, Property, include EITF Veterans potentially involve this 3. The amendment to Topic 820, applying both potentially involve this 4. The amendment to Subtopic 405-40, Liabilities—Obligations Resulting from which obligation obligation but, rather, obligation potentially involve this 5. The amendment to Subtopic 860-20, Transfers with transferred potentially involve this 6. The amendment to Subtopic 860-50, Transfers AICPA Accounting with Trade Activities from Accounting potentially involve this In 2016, FASB Accounting Update No. Accounting Update No. from with (Topic with topic will with 606. adopting this In 2017, FASB Accounting Update No. 805, this Update with with this Update affect this Update more framework this Update beginning 2017. this Update No are adopting this In 2017, FASB Accounting Update No. 350, Goodwill will goodwill goodwill unit liabilities unit from goodwill goodwill An this Update this Update are Goodwill beginning 2019. adoption goodwill performed 2017. adopting this In 2017, FASB Accounting Update No. Other Gains from this Update are public goodwill this perform goodwill unit with this Update from condition goodwill condition unit An will goodwill goodwill unit liabilities unit An this Update this Update are beginning 2019. adoption goodwill performed 2017. adopting this 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 Prior Year Certain prior year amounts have been reclassified for consistency with effect q) Financial instruments 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, 2016 and 2015. 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 associated with from In addition, with are from 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 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 $(3,361,536) and accumulated deficit of $(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 Market risk is the risk that the fair value or future cash flows of a financial instrument will iv. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will 2016. liability In opinion from year. v. 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, 2016, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $49,835 increase or decrease in the Company’s aftertax 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. vi. Other price risk Other will from are individual In opinion this from year. |
3. Going concern
3. Going concern | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
3. Going concern | 3 Going 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, 2016 the Company has a working capital deficiency of $(3,361,536) and accumulated deficit of $(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, 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. |
4. Discontinued Operations
4. Discontinued Operations | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
4. Discontinued Operations | 4 Discontinued Operations Subsequent to year end, o 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 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 Muskoka clinic business represented substantially all of the operating 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, 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) |
5. Loans payable
5. Loans payable | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
5. Loans payable | 5. Loans Payable The Company had 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 was secured by the vehicle with a net book value as at December 31, 2015 of $14,960. December 31, 2016 December 31, 2015 Automobile loan $ - $ 15,472 Disclosed as follows: Short-term portion - 6,684 Long-term portion - 8,788 $ - $ 15,472 |
6. Loan payable
6. Loan payable | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
6. Loan payable | 6. Loans Payable The 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 current year. |
7. Short-term convertible loan
7. Short-term convertible loan | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
7. Short-term convertible loan | 7. Short-Term Convertible Notes Interest rate Maturity date December 31, 2016 December 31, 2015 JMJ Financial 10.0% November 13, 2016 $ - $ - Series L Convertible notes 0.0% 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 promissory note with from note this note only upon lower which option, with 2016. 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 with a maturity date six months from the issue date and bearing interest at 0% per annum. The notes are convertible at the option of the holder into shares of common stock of the Company at a conversion price of $0.03 per share, subject to certain recapitalization adjustments. In terms 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 (Refer note 10 below). |
8. Taxation Payable
8. Taxation Payable | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
8. Taxation Payable | 8. Taxation Payable The Company has the following outstanding tax liabilities: 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. b) Payroll Taxes The Company is delinquent in filing its payroll tax returns resulting in taxes, interest and penalties payable at December 31, 2016 and 2015. As of December 31, 2016 and 2015 as part of Taxes Payable, the Company has payroll tax liabilities of approximately $2,220,731 and $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 taxing authorities. 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. c) US taxation and penalties The Company had assets and operated 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
9. Related Parties | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
9. Related Parties | 9. Related Parties Shawn E. Leon As 2016 2015, are terms. fee year. Cranberry Cove Holdings Ltd. As 2016 2015, Holdings, into from Holdings terms. 2016 2015, Holdings owned terms. into, note GreeneStone Clinic Inc. As of December 31, 2016 and 2015, the Company had a payable of $79,592 and $5,284, 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 to GreeneStone Clinic, Inc., totaling $137,283 and $97,152 for the years ended December 31, 2016 and 2015, respectively. 1816191 Ontario As of December 31, 2016 and 2015, the Company had a payable of $70,763 and $22,305 to 1816191 Ontario. The payable is non- interest bearing, and has no specific repayment terms. Eileen Greene Eileen Greene is the spouse of our CEO, Shawn Leon. On 2016 we into with form into In connection with the promissory note above, Ms. Greene was granted a 3-year option exercisable for 5,433,709 shares of common stock of the Company 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. |
10. Stockholders' deficit
10. Stockholders' deficit | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
10. Stockholders' deficit | 10. Stockholders’ deficit a) Common shares Authorized, issued and outstanding The Company has authorized 500,000,000 shares with a par value of $0.01 per share. The company has issued and outstanding 48,738,755 and 47,738,755 shares of common stock on December 31, 2016 and 2015, respectively. On June 7, 2016, the Company issued 1,000,000 common shares to an investor relations firm, in terms of an agreement. b) Preferred shares Authorized, issued and outstanding The Company has 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 10,000,000 series B convertible preferred shares. The Company has no preferred shares issued 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. In into with The fair value of Warrants awarded during the year ended December 31, 2016 weighted Year ended December 31, 2016 Calculated stock price $0.02 to $0.03 Risk free interest rate 1.22% to 1.47% Expected life of warrants (years) 3 to 5 years expected voliatility of underlying stock 224.3% to 396.4% Expected dividend rate 0% 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. During the current year, warrants exercisable for 6,000,000 shares expired. A summary of all of the Company’s warrant activity during the period January 1, 2015 to December 31, 2016 is as follows: 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 The following table summarizes warrants outstanding and exercisable as of December 31, 2016: Warrants outstanding Warrants exercisable Exercise price No. 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. All of the warrants outstanding as of December 31, 2016 are vested. The warrants outstanding as of December 31, 2016 have an intrinsic value of $5,001. d) Stock options Our board of directors adopted the Greenestone Healthcare Corporation 2013 Option officers with upon options allows options officers only options We options 2016 No options were issued, exercised or cancelled during the year ended December 31, 2016. A summary of all of the Company’s option activity during the period January 1, 2015 to December 31, 2016 is as follows: 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 options outstanding and exercisable as of December 31, 2016: Options outstanding Options exercisable Exercise price No. 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, 2016 there was no unrecognized compensation costs related to these options and the intrinsic value of the options as of December 31, 2016 is $0. |
11. Net loss per common share
11. Net loss per common share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
11. Net loss per common share | 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 |
12. Commitments and contingenci
12. Commitments and contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
12. Commitments and contingencies | 12. Commitments and contingencies a. Operating leases The Company had 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, 2016 was CDN $485,055. Subsequent to year end, on February 14, 2017, the Company sold the GreeneStone Muskoka Treatment Center to a third party, simultaneously with the disposal of 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. 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 The Company was 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 7 above. Subsequent to year end, on February 14, 2017, the Company disposed of its GreeneStone Muskoka Treatment Center. A portion of the proceeds realized on the sale of the business was used to settle the outstanding Harmonized Sales Tax and Payroll tax liabilities. The Company has also provided for US tax liabilities of $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 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. |
13. Income taxes
13. Income taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
13. Income taxes | 13. Income taxes The Company is not current in its tax filings as of December 31, 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). A reconciliation of income taxes to the income tax recorded is as follows: Year ended December 31, 2016 Year ended December 31, 2015 Tax expense at the federal statutory rate $ (394,991) $ 464,746 Foreign taxation 198,560 (4,647) Permanent differences 56,768 (26,674) Timing differences not provided for - (176,938) Foreign tax rate differential 98,381 (5,701) Valuation allowance 41,282 (250,786) $ - - 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 of December 31, 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, 2016, the Company has accrued and expensed $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
14. Subsequent events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
14. Subsequent events | 14. Subsequent events Subsequent 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, 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”). 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 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 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, all as set forth in the Lease filed herewith as Exhibit 10.3. 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 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 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. |
2. Summary of Significant Acc21
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
a) Financial Reporting | 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. |
c) Principals of consolidation and foreign currency translation | c) Principals of consolidation and foreign currency translation The accompanying consolidated financial statements include the accounts of the Company, its subsidiary. All intercompany transactions and balances have been eliminated on consolidation. The Company’s subsidiary’s functional currency was 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" 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). 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, 2016 a closing rate of CAD$1.0000 equals US$0.7448 and an average exchange rate of CAD$1.0000 equals US$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 | 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. |
f) Cash and cash equivalents | 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 $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, 2016 and December 31, 2015, the Company has a $0 and $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, loans 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, 2016 and 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, 2016 and 2015. |
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 Equipment 30% Computer Software 100% Furniture and Equipment 30% Medical Equipment 25% Vehicles 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”. ASC Topic 740 contains a twostep approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first weight more will including litigation more upon within To will 2001, 2016 are US 2010 2016 are |
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, 2016 and 2015. |
m) Stock based compensation | m) Stock based compensation ASC 718-10 "Compensation Stock Compensation" prescribes accounting and reporting standards for all stockbased payments awarded to employees, including obligation obligation (a) option obligation If obligation liability; The Company accounts for stockbased compensation issued to nonemployees and consultants in accordance with 505- with more (a) goods |
n) Derivatives | n) 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 BlackScholes 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 BlackScholes Option Pricing model require estimates, including such items as estimated volatility of the Company’s stock, riskfree 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. |
o) Recent accounting pronouncements | o) Recent accounting pronouncements In 2016, Accounting (“FASB”) Accounting Update which GAAP affect liabilities option, In addition, deferred from beginning 2017, upon adoption, beginning first which adoption liabilities option from adopting this In 2016, FASB Accounting Update which GAAP will liabilities with more beginning 2018, upon adoption, beginning first which adoption adopting this 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, 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 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 2016, FASB Accounting Update No. Transfers Other transfers, transfers. GAAP effect from deferred newly from will beginning 2017, within adoption beginning which adopting this In 2016, FASB Accounting Update No. (Topic Upon Update (VIE) are If are this Update are with As initiative, will are this Update are beginning 2016, including within adoption this 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 licensed from within same Accounting Update No. Accounting which this 2. The amendment to Subtopic 360-20, Property, include EITF Veterans potentially involve this 3. The amendment to Topic 820, applying both potentially involve this 4. The amendment to Subtopic 405-40, Liabilities—Obligations Resulting from which obligation obligation but, rather, obligation potentially involve this 5. The amendment to Subtopic 860-20, Transfers with transferred potentially involve this 6. The amendment to Subtopic 860-50, Transfers AICPA Accounting with Trade Activities from Accounting potentially involve this In 2016, FASB Accounting Update No. Accounting Update No. from with (Topic with topic will with 606. adopting this In 2017, FASB Accounting Update No. 805, this Update with with this Update affect this Update more framework this Update beginning 2017. this Update No are adopting this In 2017, FASB Accounting Update No. 350, Goodwill will goodwill goodwill unit liabilities unit from goodwill goodwill An this Update this Update are Goodwill beginning 2019. adoption goodwill performed 2017. adopting this In 2017, FASB Accounting Update No. Other Gains from this Update are public goodwill this perform goodwill unit with this Update from condition goodwill condition unit An will goodwill goodwill unit liabilities unit An this Update this Update are beginning 2019. adoption goodwill performed 2017. adopting this 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 Prior Year Presentation | p) Reclassification of Prior Year Certain prior year amounts have been reclassified for consistency with effect |
q) Financial instrument | q) Financial instruments 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, 2016 and 2015. 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 associated with from In addition, with are from 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 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 $(3,361,536) and accumulated deficit of $(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 Market risk is the risk that the fair value or future cash flows of a financial instrument will iv. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will 2016. liability In opinion from year. v. 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, 2016, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $49,835 increase or decrease in the Company’s aftertax 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. vi. Other price risk Other will from are individual In opinion this from year. |
2. Summary of Significant Acc22
2. Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Tables | |
Plant and equipment | Computer Equipment 30% Computer Software 100% Furniture and Equipment 30% Medical Equipment 25% Vehicles 30% |
4. Discontinued Operations (Tab
4. Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
4. Discontinued Operations (Tables) | 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) |
5. Loans payable (Tables)
5. Loans payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Loans Payable | December 31, 2016 December 31, 2015 Automobile loan $ - $ 15,472 Disclosed as follows: Short-term portion - 6,684 Long-term portion - 8,788 $ - $ 15,472 |
7. Short-term convertible loan
7. Short-term convertible loan (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Short-term Convertible Loan Tables | |
Short term notes | Interest rate Maturity date December 31, 2016 December 31, 2015 JMJ Financial 10.0% November 13, 2016 $ - $ - Series L Convertible notes 0.0% 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 $ - |
8. Taxation Payable (Tables)
8. Taxation Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Taxation Payable | 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 |
10. Stockholders' deficit (Tabl
10. Stockholders' deficit (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Warrants outstanding | Year ended December 31, 2016 Calculated stock price $0.02 to $0.03 Risk free interest rate 1.22% to 1.47% Expected life of warrants (years) 3 to 5 years expected voliatility of underlying stock 224.3% to 396.4% Expected dividend rate 0% 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 Warrants outstanding Warrants exercisable Exercise price No. 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 |
Options Outstanding | 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 Options outstanding Options exercisable Exercise price No. 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 |
11. Net loss per common share (
11. Net loss per common share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
11. Net loss per common share (Tables) | 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 |
13. Income taxes (Tables)
13. Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Income Taxes | Year ended December 31, 2016 Year ended December 31, 2015 Tax expense at the federal statutory rate $ (394,991) $ 464,746 Foreign taxation 198,560 (4,647) Permanent differences 56,768 (26,674) Timing differences not provided for - (176,938) Foreign tax rate differential 98,381 (5,701) Valuation allowance 41,282 (250,786) $ - - |
Future Tax Asset | 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) $ - $ - |
2. Significant accounting polic
2. Significant accounting policies - Fixed Assets Depreciation Rates (Details) | Dec. 31, 2016 |
Computer Equipment | |
Fixed Assets, Depreciation Rate | 30.00% |
Computer Software | |
Fixed Assets, Depreciation Rate | 100.00% |
Furniture and Equipment | |
Fixed Assets, Depreciation Rate | 30.00% |
Medical Equipment | |
Fixed Assets, Depreciation Rate | 25.00% |
Vehicles | |
Fixed Assets, Depreciation Rate | 30.00% |
3. Going concern (Details Narra
3. Going concern (Details Narrative) | Dec. 31, 2016USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Working Capital Deficiency | $ (3,361,536) |
Accumulated Deficit | $ (20,981,914) |
4. Discontinued Operations (Det
4. Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current assets | ||
Prepaid expenses and other current assets | $ 2,710 | |
Total current assets | 275,575 | 219,519 |
Non-current assets | ||
Total assets | 460,055 | 291,769 |
Current liabilities | ||
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 income | (790,880) | (450,221) |
Other Income (expense) | ||
Other income | 72,508 | |
Other expense | 156,387 | 427,298 |
Foreign exchange movements | (811) | 97,858 |
Taxation | ||
Net income (loss) from discontinued operations | 735,987 | (160,219) |
DiscontinuedOperations | ||
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 |
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) |
5. Loans payable - Loans Payabl
5. Loans payable - Loans Payable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Automobile Loan | $ 15,472 | |
Short term portion | 6,684 | |
Long term portion | 8,788 | |
Automobile Loan Payable | $ 15,472 |
7. Short term convertible note
7. Short term convertible note (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Short Term Notes Details | |
Interest Rate | 10.00% |
Maturity | NOVEMBER 13, 2016 |
Principal | $ 468,969 |
Unamortized fair value of warrant discount | (218,711) |
Short-term poriton | 250,258 |
Long-term portion | |
Total | $ 250,258 |
8. Taxation payable - Taxes Pay
8. Taxation payable - Taxes Payable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Notes to Financial Statements | ||
Payroll taxes and Harmonized sales taxes | $ 2,548,824 | $ 2,290,506 |
US tax penalties | 250,000 | 200,000 |
Taxes Payable | $ 2,798,824 | $ 2,490,506 |
10. Stockholders' deficit - War
10. Stockholders' deficit - Warrants Outstanding (Details) - Warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Beginning balance, warrants | 6,300,000 | 6,300,000 |
Beginning balance, warrants exercise price | $ 0.0033 | $ 0.15 |
Warrants Granted, shares | 19,337,409 | |
Warrants granted, price | $ 0.03 | |
Warrants Cancelled, shares | (6,000,000) | |
Warrants cancelled, price | $ 0.15 | |
Warrant Exercised, shares | 6,300,000 | |
Warrants Exercised, price | $ 0 | |
Ending Balance, warrants | 19,637,409 | 6,300,000 |
Ending Balance, warrants exercise price | $ 0.03 | $ 0.0033 |
10. Stockholders' deficit - Opt
10. Stockholders' deficit - Options Outstanding (Details) - Options - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Beginning balance, options | 480,000 | 480,000 |
Beginning balance, options exercise price | $ 0.12 | $ 0.12 |
Options Exercisable, shares | 280,000 | |
Options Exercisable, price | $ 0.12 | |
Ending Balance, options | 480,000 | 480,000 |
Ending Balance, options exercise price | $ 0.12 | $ 0.12 |
11. Net loss per common share38
11. Net loss per common share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net Loss Per Common Share Details | ||
Stock options | $ 480,000 | $ 480,000 |
Warrants to purchase shares of common stock | 19,637,409 | 6,300,000 |
Total | $ 20,117,409 | $ 6,780,000 |
13. Income taxes - Reconciliati
13. Income taxes - Reconciliation of Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at statutory rate | $ (394,991) | $ 464,746 |
Foreign taxation | 198,560 | (4,647) |
Permanent Differences | 56,768 | (26,674) |
Timing difference not provided for | (176,938) | |
Foreign tax differential | 98,381 | (5,701) |
Valuation allowance | 41,282 | (250,786) |
Net future tax asset |
13. Income taxes - Future Tax A
13. Income taxes - Future Tax Asset (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 20,198,844 | $ 20,021,906 |
Provisions raised | 176,938 | |
Valuation allowance | 104,169 | |
Taxable income | (20,303,013) | (20,198,844) |
Net future tax asset |