Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 20, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54748 | |
Entity Registrant Name | ETHEMA HEALTH CORPORATION. | |
Entity Central Index Key | 0000792935 | |
Entity Tax Identification Number | 84-1227328 | |
Entity Incorporation, State or Country Code | CO | |
Entity Address, Address Line One | 950 Evernia Street | |
Entity Address, City or Town | West Palm Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33401 | |
City Area Code | (416) | |
Local Phone Number | 500-0020 | |
Title of 12(b) Security | Common shares | |
Trading Symbol | GRST | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,729,053,805 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 11,728 | $ 140,757 |
Accounts receivable, net | 681,072 | 337,074 |
Prepaid expenses | 39,069 | 44,718 |
Other current assets | 62,652 | 20,347 |
Total current assets | 794,521 | 542,896 |
Non-current assets | ||
Property and equipment, net | 523,699 | 2,974,395 |
Intangible assets, net | 984,447 | 1,252,932 |
Right of use assets | 9,331,261 | 1,393,071 |
Deposits | 374,000 | 400,000 |
Total non-current assets | 11,213,407 | 6,020,398 |
Total assets | 12,007,928 | 6,563,294 |
Current liabilities | ||
Accounts payable and accrued liabilities | 129,415 | 170,934 |
Taxes payable | 248,644 | |
Convertible notes, net of discounts | 4,408,209 | 5,269,250 |
Short-term notes | 124,886 | 460,534 |
Mortgage loans | 3,504,605 | |
Receivables funding | 324,704 | 416,731 |
Government assistance loans | 14,925 | 14,818 |
Operating lease liability | 32,753 | 287,017 |
Finance lease liability | 8,289 | 7,891 |
Accrued dividends | 194,829 | |
Related party payables | 2,670,008 | 2,713,878 |
Total current liabilities | 7,713,189 | 13,289,131 |
Non-current liabilities | ||
Government assistance loans | 24,282 | 79,555 |
Deferred taxes | 170,855 | 217,451 |
Third party loans | 248,757 | 578,335 |
Operating lease liability | 9,339,227 | 1,206,413 |
Finance lease liability | 18,648 | 24,952 |
Total non-current liabilities | 9,801,769 | 2,106,706 |
Total liabilities | 17,514,958 | 15,395,837 |
Preferred stock - Series A; $0.01 par value, 10,000,000 shares authorized 4,000,000 shares outstanding as of September 30, 2023 and December 31, 2022, respectively. | 40,000 | 40,000 |
Common stock - $0.01 par value, 10,000,000,000 shares authorized; 3,729,053,805 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. | 37,290,539 | 37,290,539 |
Additional paid-in capital | 26,187,925 | 23,419,917 |
Discount for shares issued below par value | (27,363,367) | (27,363,367) |
Accumulated other comprehensive loss | (5,065) | |
Accumulated deficit | (41,960,217) | (43,484,751) |
Stockholders’ deficit attributable to Ethema Health Corporation stockholders’ | (5,805,120) | (10,102,727) |
Non-controlling interest | 298,090 | 870,184 |
Total stockholders’ deficit | (5,507,030) | (9,232,543) |
Total liabilities and stockholders’ deficit | 12,007,928 | 6,563,294 |
Redeemable Preferred Stock [Member] | ||
Non-current liabilities | ||
Preferred stock - Series A; $0.01 par value, 10,000,000 shares authorized 4,000,000 shares outstanding as of September 30, 2023 and December 31, 2022, respectively. | $ 400,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 4,000,000 | 4,000,000 |
Preferred Stock, Shares Outstanding | 4,000,000 | 4,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 10,000,000,000 | 10,000,000,000 |
Common Stock, Shares, Issued | 3,729,053,805 | 3,729,053,805 |
Common Stock, Shares, Outstanding | 3,729,053,805 | 3,729,053,805 |
Redeemable Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 1 | $ 1 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 400,000 |
Preferred Stock, Shares Outstanding | 0 | 400,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,353,899 | $ 1,424,943 | $ 4,219,904 | $ 3,586,290 |
Operating expenses | ||||
General and administrative | 249,283 | 289,073 | 755,685 | 760,533 |
Rent expense | 107,707 | 114,717 | 328,204 | 314,256 |
Management fees | 30,000 | 30,000 | 273,003 | 90,000 |
Professional fees | 171,659 | 19,131 | 460,773 | 180,867 |
Salaries and wages | 651,537 | 580,432 | 1,873,280 | 1,456,099 |
Depreciation and amortization | 110,185 | 136,608 | 388,259 | 402,851 |
Total operating expenses | 1,320,371 | 1,169,961 | 4,079,204 | 3,204,606 |
Operating Income | 33,528 | 254,982 | 140,700 | 381,684 |
Other Income (expense) | ||||
Other income | 110 | (1,045) | 449 | 10,018 |
Forgiveness of government assistance loan | 104,368 | 104,368 | ||
Penalty on convertible debt | (34,688) | |||
Extension fee on property purchase | (130,000) | |||
Gain on disposal of property | 2,484,172 | 2,484,172 | ||
Loss on debt extinguishment | (277,175) | (277,175) | ||
Interest expense | (81,371) | (163,561) | (382,448) | (367,177) |
Amortization of debt discount | (73,857) | (87,704) | (238,304) | (551,738) |
Derivative liability movement | 45,156 | 175,593 | ||
Foreign exchange movements | 6,598 | 404,538 | (84,148) | 502,350 |
Net income before income taxes | 2,092,005 | 556,734 | 1,478,558 | 255,098 |
Benefit from (provision for) Income taxes | 15,532 | (44,652) | 221,107 | (87,615) |
Net income | 2,107,537 | 512,082 | 1,699,665 | 167,483 |
Net income attributable to non-controlling interest | (31,058) | (28,787) | (127,906) | (52,425) |
Net income allocable to Ethema Health Corporation Stockholders | 2,076,479 | 483,295 | 1,571,759 | 115,058 |
Preferred stock dividend | (24,582) | (47,225) | (73,923) | |
Net income available to common shareholders of Ethema Health Corporation | 2,076,479 | 458,713 | 1,524,534 | 41,135 |
Accumulated other comprehensive loss | ||||
Foreign currency translation adjustment | (169,965) | 5,065 | (208,317) | |
Total comprehensive income (loss) | $ 2,076,479 | $ 288,748 | $ 1,529,599 | $ (167,182) |
Income per share | ||||
Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding | ||||
Basic | 3,729,053,805 | 3,729,053,805 | 3,729,053,805 | 3,696,636,223 |
Diluted | 3,931,379,775 | 4,276,544,380 | 3,931,379,775 | 4,244,126,798 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Discount To Par Value [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 40,000 | $ 35,790,539 | $ 22,791,350 | $ (26,013,367) | $ 816,532 | $ (44,103,311) | $ 822,876 | $ (9,855,381) |
Beginning balance shares at Dec. 31, 2021 | 4,000,000 | 3,579,053,805 | ||||||
Foreign currency translation | 34,517 | 34,517 | ||||||
Net income | (174,447) | 9,462 | (164,985) | |||||
Dividends accrued | (24,613) | (24,613) | ||||||
Conversion of convertible notes | $ 1,500,000 | (1,350,000) | 150,000 | |||||
Conversion of convertible notes | 150,000,000 | |||||||
Ending balance, value at Mar. 31, 2022 | $ 40,000 | $ 37,290,539 | 22,791,350 | (27,363,367) | 851,049 | (44,302,371) | 832,338 | (9,860,462) |
Ending balance at Mar. 31, 2022 | 4,000,000 | 3,729,053,805 | ||||||
Foreign currency translation | (72,869) | (72,869) | ||||||
Net income | (193,790) | 14,176 | (179,614) | |||||
Dividends accrued | (24,728) | (24,728) | ||||||
Ending balance, value at Jun. 30, 2022 | $ 40,000 | $ 37,290,539 | 22,791,350 | (27,363,367) | 778,180 | (44,520,889) | 846,514 | (10,137,673) |
Ending balance at Jun. 30, 2022 | 4,000,000 | 3,729,053,805 | ||||||
Foreign currency translation | (169,965) | (169,965) | ||||||
Net income | 483,294 | 28,787 | 512,082 | |||||
Dividends accrued | (24,582) | (24,582) | ||||||
Ending balance, value at Sep. 30, 2022 | $ 40,000 | 37,290,539 | $ 22,791,350 | (27,363,367) | 608,215 | (44,062,177) | 875,301 | (9,820,139) |
Ending balance at Sep. 30, 2022 | 4,000,000 | 3,729,053,805 | ||||||
Beginning balance, value at Dec. 31, 2022 | $ 40,000 | $ 37,290,539 | $ 23,419,917 | (27,363,367) | (5,065) | (43,484,751) | 870,184 | (9,232,543) |
Beginning balance shares at Dec. 31, 2022 | 4,000,000 | 3,729,053,805 | ||||||
Foreign currency translation | (1,504) | (1,504) | ||||||
Net income | (178,685) | 2,968 | (175,717) | |||||
Dividends accrued | (23,419) | (23,419) | ||||||
Ending balance, value at Mar. 31, 2023 | $ 40,000 | $ 37,290,539 | 23,419,917 | (27,363,367) | (6,569) | (43,686,855) | 873,152 | (9,433,183) |
Ending balance at Mar. 31, 2023 | 4,000,000 | 3,729,053,805 | ||||||
Foreign currency translation | 6,569 | 6,569 | ||||||
Net income | (326,035) | 93,880 | 232,155 | |||||
Dividends accrued | (23,806) | (23,806) | ||||||
Disposal of subsidiary to related party | 2,034,885 | (700,000) | 1,334,885 | |||||
Deemed extinguishment of debt by related party | 461,184 | 461,184 | ||||||
Ending balance, value at Jun. 30, 2023 | $ 40,000 | $ 37,290,539 | 25,915,986 | (27,363,367) | (44,036,696) | 267,032 | (7,886,506) | |
Ending balance at Jun. 30, 2023 | 4,000,000 | 3,729,053,805 | ||||||
Net income | 2,076,479 | 31,058 | 2,107,537 | |||||
Fair value of warrants issued for debt extinguishment | 271,939 | 271,939 | ||||||
Ending balance, value at Sep. 30, 2023 | $ 40,000 | $ 37,290,539 | $ 26,187,925 | $ (27,363,367) | $ (41,960,217) | $ 298,090 | $ (5,507,030) | |
Ending balance at Sep. 30, 2023 | 4,000,000 | 3,729,053,805 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities | ||
Net income | $ 1,699,665 | $ 167,483 |
Adjustment to reconcile net income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 388,259 | 402,851 |
Forgiveness of government assistance loan | (104,368) | |
Non-cash interest accrual on escrow deposit | 758 | |
Gain on disposal of property | (2,484,172) | |
Loss on debt extinguishment | 277,175 | |
Penalty on convertible notes | 34,688 | |
Amortization of debt discount | 238,304 | 564,006 |
Derivative liability movements | (175,593) | |
Non-cash deferred tax movements | (46,597) | (56,382) |
Amortization of right of use asset | 169,682 | 194,086 |
Changes in operating assets and liabilities (net of assets acquired and liabilities assumed) | ||
Accounts receivable | (289,697) | (145,833) |
Prepaid expenses and other current assets | (48,457) | (14,891) |
Accounts payable and accrued liabilities | (110,110) | 211,771 |
Operating lease liability | (167,319) | (179,009) |
Taxes payable | (237,211) | 154,234 |
Net cash (used in) provided by operating activities | (575,790) | 1,019,113 |
Investing activities | ||
Acquisition of property, plant and equipment | (5,244,011) | (285,103) |
Proceeds on disposal of property | 8,093,448 | |
Deposit paid | (374,000) | (50,000) |
Net cash provided by (used in) investing activities | 2,475,437 | (335,103) |
Financing activities | ||
Repayment of mortgage loans | (58,320) | (88,586) |
Proceeds from convertible loans | 150,000 | |
Repayment of convertible loans | (1,124,442) | |
Repayment of federal assistance loans | (10,855) | |
Proceeds from short term loans | 223,500 | 160,000 |
Repayment of short term loans | (568,325) | (289,044) |
Repayment of third party loans | (361,260) | (77,953) |
Repayment of finance leases | (5,907) | (5,531) |
Proceeds from receivables funding | 580,646 | 440,000 |
Repayment of receivables funding | (848,417) | (80,000) |
Proceeds from related party notes | 334,299 | |
Repayment of related party notes | (76,296) | |
Net cash (used in) provided by financing activities | (2,099,676) | 393,185 |
Effect of exchange rate on cash | 71,000 | (564,934) |
Net change in cash | (129,029) | 512,261 |
Beginning cash balance | 140,757 | 48,822 |
Ending cash balance | 11,728 | 561,083 |
Supplemental cash flow information | ||
Cash paid for interest | 334,735 | 158,511 |
Cash paid for income taxes | ||
Non-cash investing and financing activities | ||
Conversion of convertible notes | $ 150,000 |
Disclocure - Disposal of subsid
Disclocure - Disposal of subsidiary (Details) | Sep. 30, 2023 USD ($) |
Assets | |
Other receivable | $ 12,015 |
Property and equipment | 2,420,499 |
2,432,514 | |
Liabilities | |
Accounts payable and accrued liabilities | (196,859) |
Government assistance loans | (45,317) |
Mortgage loan | (3,525,223) |
(3,767,399) | |
Disposal of subsidiary to related party – recorded as additional paid in capital | $ (1,334,885) |
Nature of business
Nature of business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of business | 1. Nature of business Since 2010, the Company has operated addiction treatment centers. Initially the Company operated an addiction treatment center in Ontario Canada under its Greenestone Muskoka clinic, which was sold on February 14, 2017. Simultaneously with this sale the Company purchased buildings and operated an addiction treatment center in Delray Beach, Florida under its Addiction Recovery Institute of America subsidiary with a license obtained in December 2016, initially through owned properties in Delray Beach and subsequently though leased properties in West Palm Beach, Florida. Since June 30, 2020, the Company has been actively involved in the management of a treatment center operated by Evernia in West Palm Beach, Florida. On July 1, 2021, the Company closed on the acquisition of 75% of ATHI, which owns 100% of Evernia, once the probationary approval of a license was obtained from the Department of Children and Family Services of Florida. Evernia is the only active treatment center operated by the Company. The Company also owned the real estate on which its Greenstone Muskoka clinic operated. The current tenant operates an addiction treatment center on these premises. The Company collected rent on this property, which is treated as a separate business segment. |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Financial Reporting The (a) unaudited condensed consolidated balance sheets as of September 30, 2023, and as of December 31, 2022, which has been derived from audited consolidated financial statements, and (b) the unaudited condensed consolidated statements of operations, stockholders’ deficit and cash flows of the Company, have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of results that may be expected for the year ending December 31, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023. All amounts referred to in the notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. a) Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with US GAAP 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. b) Principles of consolidation and foreign translation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany transactions and balances have been eliminated on consolidation. Certain of the Company’s subsidiaries functional currency is 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. ● Certain non-monetary assets and liabilities and equity at historical rates. ● Revenue and expense items and cash flows at the average rate of exchange prevailing during the year. 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). b) Principles of consolidation and foreign translation (continued) For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the year. On June 30, 2023, the Company disposed on Cranberry Cove Holdings whose functional currency was Canadian Dollars, all remaining subsidiaries have the U.S. dollar as a functional currency. The relevant translation rates are as follows: The Company disposed of Cranberry cove Holdings on June 30, 2023, the exchange rates used for the six months in which it had control over Cranberry cove holdings was as follows; for the six months ended June 30, 2023, a closing rate of CDN$1 equals US$0.7553 and an average exchange rate of CDN$1 equals US$0.7420, and for the year ended December 31, 2022, a closing rate of CDN$1.0000 equals US$0.7383 and an average exchange rate of CDN$1.0000 equals US$0.7686. c) Cash and cash equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company maintains cash and cash equivalents with several financial institutions in the USA and Canada. There were no cash equivalents at September 30, 2023 and December 31, 2022. The Company primarily places cash balances in the USA with high-credit quality financial institutions located in the United States which are insured by the Federal Deposit Insurance Corporation up to a limit of $ 250,000 d) Accounts receivable Accounts receivable primarily consists of amounts due from third-party payors (non-governmental) and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s unaudited condensed consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimating net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies denying claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. e) Allowance for Doubtful Accounts, Contractual and Other Discounts The Company derives the majority of its revenues from commercial payors at in-network rates. The Company recognizes revenue based on historical collections received from healthcare providers, recognizing only a percentage of revenues actually billed. Effectively recognizing revenue net of any expected billing differentials. Based on the Company’s collection experience, the percentage of revenue recognized is adjusted on a periodic basis, thereby taking into account expected credit losses in the revenue recognition process. The revenue we recognize is already net of expected credit losses, therefore management does not maintain a separate allowance for doubtful accounts, contractual and other discounts. Management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the percentage of revenue to be recognized. f) Property and equipment Property and equipment is recorded at cost. Depreciation is calculated on the straight line basis over the estimated life of the asset. g) Intangible assets Intangible assets are stated at acquisition cost less accumulated amortization, if applicable, less any adjustments for impairment losses. Amortization is charged on a straight-line basis over the estimated remaining useful lives of the individual intangibles. Where intangibles are deemed to be impaired the Company recognizes an impairment loss measured as the difference between the estimated fair value of the intangible and its book value. Licenses to provide substance abuse rehabilitation services are amortized over the expected life of the contract, including any anticipated renewals. The Company expects its licenses to remain in operation for a period of five years. h) Leases The Company accounts for leases in terms of AC 842 whereby leases are classified as either finance 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 finance leases. At the time a finance lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing. Property and equipment recorded under finance leases is amortized on the same basis as described above. Operating leases are recognized on the balance sheet as a lease liability with a corresponding right of use asset for all leases with a term that is more than twelve months. Payments under operating leases are expensed as incurred. i) 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 previously used a Black Scholes 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 were included in the statements of operations. Inputs into the Black Scholes Option Pricing model require estimates, including such items as estimated volatility of the Company’s stock, risk free interest rate and the estimated life of the financial instruments being fair valued. j) Financial instruments The Company initially measures its financial assets and liabilities at fair value. 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 measures its convertible debt and derivative liabilities associated therewith at fair value. These liabilities are revalued periodically and the resultant gain or loss is realized through the consolidated Statement of Operations and Comprehensive Loss k) Related parties Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions are recorded at fair value of the goods or services exchanged. l) Revenue recognition ASC 606 requires companies to exercise more judgment and recognize revenue using a five-step process. The Company’s provision for doubtful accounts are recorded as a direct reduction to revenue instead of being presented as a separate line item on the consolidated statements of operations and comprehensive loss. As our performance obligations relate to contracts with a duration of one year or less, the Company elected the optional exemption in ASC 606-10-50-14(a). Therefore, the Company is not required to disclose the transaction price for the remaining performance obligations at the end of the reporting period or when the Company expects to recognize the revenue. The Company has minimal unsatisfied performance obligations at the end of the reporting period as our patients typically are under no obligation to remain admitted in our facilities. The Company receives payments from the following sources for services rendered in our U.S. Facility: (i) commercial insurers; and (ii) individual patients and clients. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient under ASC 606-10-32-18 and does not adjust for the effects of a significant financing component. The Company derives a significant portion of its revenue from other payors that receive discounts from established billing rates. The various managed care contracts under which these discounts must be calculated are complex, subject to interpretation and adjustment, and may include multiple reimbursement mechanisms for different types of services provided in the Company’s inpatient facilities and cost settlement provisions. Management estimates the transaction price on a payor-specific basis given its interpretation of the applicable regulations or contract terms. The services authorized and provided and related reimbursement are often subject to interpretation that could result in payments that differ from the Company’s estimates. Additionally, updated regulations and contract renegotiations occur frequently, necessitating regular review and assessment of the estimation process by management. Settlements with third-party payors are estimated and recorded in the period in which the related services are rendered and are adjusted in future periods as final settlements are determined. In the opinion of management, adequate provision has been made for any adjustments and final settlements. However, there can be no assurance that any such adjustments and final settlements will not have a material effect on the Company’s financial condition or results of operations. The Company’s receivables were $681,072, $337,074 and $176,011 at September 30, 2023, December 31, 2022 and December 31, 2021, respectively. Management believes that these receivables are properly stated and are not likely to be settled for a significantly different amount. The Company’s revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company derives its revenues from the sale of its services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its revenue transactions: i. identify the contract with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to performance obligations in the contract; and v. recognize revenue as the performance obligation is satisfied. m) Income taxes The Company accounts for income taxes under the provisions of ASC Topic 740, “Income Taxes”. ASC Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties accrued on unrecognized tax benefits within general and administrative expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction in general and administrative expenses in the period that such determination is made. The tax returns for fiscal 2019, through 2022 are subject to audit or review by the US tax authorities, whereas fiscal 2011 through 2022 are subject to audit or review by the Canadian tax authority. n) Net income per Share Basic net income per share is computed on the basis of the weighted average number of common stock outstanding during the year. Diluted net income per share is computed on the basis of the weighted average number of common stock and common stock equivalents outstanding. Dilutive securities having an anti-dilutive effect on diluted net income per share are excluded from the calculation. Dilution is computed by applying the treasury stock method for options and warrants. Under this method, “in-the money” options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Dilution is computed by applying the if-converted method for convertible preferred stocks. Under this method, convertible preferred stock is assumed to be converted at the beginning of the period (or at the time of issuance, if later), and preferred dividends (if any) will be added back to determine income applicable to common stock. The shares issuable upon conversion will be added to weighted average number of common stock outstanding. Conversion will be assumed only if it reduces earnings per share (or increases loss per share). o) Stock based compensation Stock based compensation cost is measured at the grant date, based on the estimated fair value of the award and is recognized as expense over the employee’s requisite service period or vesting period on a straight-line basis. Share-based compensation expense recognized in the consolidated statements of operations for the nine months ended September 30, 2023 and 2022 is based on awards ultimately expected to vest and has been reduced for estimated forfeitures. This estimate will be revised in subsequent periods if actual forfeitures differ from those estimates. We have no awards with performance conditions and no awards dependent on market conditions. There were no stock -based compensation awards that vested during the nine months ended September 30, 2023 and 2022 and there was no stock based compensation recorded in the unaudited condensed consolidated financial statements. p) 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 dates, September 30, 2023 and December 31, 2022. 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 accounts receivable is mitigated as only a percentage of the revenue billed to health insurance companies is recognized as income until such time as the actual funds are collected. The revenue is concentrated amongst several health insurance companies located in the US. In the opinion of management, credit risk with respect to accounts receivable is assessed as low. 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 approximately $6.9 million, and an accumulated deficit of approximately $42.0 million. The Company is 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 that of the prior year. iii. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risk: interest rate risk, currency risk, and other price risk. The Company is exposed to interest rate risk. a. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its convertible debt, short term loans, third party loans and government assistance loans as of September 30, 2023. In the opinion of management, interest rate risk is assessed as moderate. b. 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 no longer subject to currency risk as it has disposed of its subsidiaries that operated in Canada. c. Other price risk Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. In the opinion of management, the Company is not exposed to this risk and remains unchanged from the prior year. q) Allowance for credit losses The Company recognizes revenue based on historical collections received from healthcare providers, recognizing only a percentage of revenues actually billed. Effectively recognizing revenue net of any expected billing differentials. Based on the Company’s collection experience, the percentage of revenue recognized is adjusted on a periodic basis, thereby taking into account expected credit losses in the revenue recognition process. The revenue we recognize is already net of expected credit losses. We constantly evaluate our collections experience and consider the market conditions and current economic developments facing the Company’s operations . We have not experienced significantly different collections to revenues we have recognized and we have not seen any deterioration in the payment patterns from the healthcare providers that the Company works with, we cannot predict with any certainty that the payment patterns the Company experiences may change and we may be required to adjust the percentage of revenue recognized. r) Recent accounting pronouncements The Financial Accounting Standards Board (“FASB”) issued additional updates during the nine months ended September 30, 2023. None of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
Going concern
Going concern | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going concern | 3. Going concern The Company’s unaudited condensed 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. At September 30, 2023 the Company has a working capital deficiency of $6.9 million, and total liabilities in excess of assets in the amount of $5.5 million. Management believes that current available resources will not be sufficient to fund the Company’s planned expenditures over the next 12 months. These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about the Company's ability to continue as a going concern for one year from the date of issuance of these condensed interim consolidated financial statements. 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 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 unaudited condensed 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 as a going concern. |
Disposal of subsidiary
Disposal of subsidiary | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal of subsidiary | 4. Disposal of subsidiary On June 30, 2023, the Company entered into an exchange agreement with Leonite Capital, LLC, whereby it exchanged the 400,000 Series B shares with a value of $400,000 plus accrued dividends thereon of $61,184 for its entire shareholding in its property owning subsidiary, Cranberry Cove Holdings. The Series B shares were cancelled upon consummation of the transaction. Immediately prior to the disposal of Cranberry Cove Holdings, the Company assumed the loan owed to a third party of $779,005 and the loan owing to Leon Developments of $1,973,837, Leon developments, a related party, owned by the Company’s CEO, Shawn Leon. In addition, the Company forgave the intercompany debt owing by Cranberry Cove Holdings of $4,566,848. The assets and liabilities disposed of were as follows: Schedule of Other Assets and Liabilities Disposed Net book value Assets Other receivable $ 12,015 Property and equipment 2,420,499 2,432,514 Liabilities Accounts payable and accrued liabilities (196,859 ) Government assistance loans (45,317 ) Mortgage loan (3,525,223 ) (3,767,399 ) Disposal of subsidiary to related party – recorded as additional paid in capital $ (1,334,885 ) The minority shareholders interest related to the Series A preferred stock in Cranberry Cove Holdings was recorded as a deemed contribution to the Company and credited to additional paid in capital, resulting in a total credit to additional paid in capital of $2,034,885. The cancellation of the Series B shares, were owned by Leonite Capital, a related party, was deemed to be an extinguishment of debt by a related party and recorded as a credit to additional paid in capital of $461,184. |
Property and equipment
Property and equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | 5. Property and equipment Acquisition and simultaneous disposition of property On October 3, 2022 the Company entered into a purchase and sale agreement with Evernia Station Limited Partnership for the purchase of 950 Evernia Street, West Palm Beach, Florida (“950”), the property in which it operates its treatment center, for gross proceeds of $5,500,000. (“Purchase Agreement”). The closing was originally scheduled for February 1, 2023, however through a series of 6 addendums to the Purchase Agreement requiring the payment of a total $180,000 in extension fees, the Closing was extended to August 3, 2023. On February 27, 2023 the Company signed a listing agreement with Stream Capital Partners listing 950 for sale at a price of $9,568,000 with the intention of identifying a buyer that would purchase and then potentially enter into a lease agreement with the Company. On May 4, 2023 the Company signed a Letter of Intent with Pontus Net Lease Advisers, LLC to sell 950 for $8,500,000 and lease the property to the Company for a term of twenty years with two ten year extensions. On May 19, 2023, the Company signed a purchase and sale agreement with Pontus Net Lease Advisors to sell 950 for $8,500,000. On August 4, 2023, the Company completed both the purchase of 950 from Evernia Station Limited Partnership and the subsequent sale of 950 to Pontus Net Lease Advisors, LLC. Simultaneously with the closing of the purchase and sale agreements, on August 4, 2023, the Company entered into a long term lease for 950 with an initial term of twenty years, and two ten year extension options. The lessor is Pontus EHC Palm Beach, LLC , a Delaware limited liability company and a portfolio company of Pontus Net Lease Advisors, LLC. The lease is absolutely net and the lease cost for the initial year is $748,000 paid monthly. The lease increases at a rate of 2.75% per year for a total term lease obligation of $19,595,653 over the initial twenty-year term. The Lease is personally guaranteed by the Company President and the guarantee may be released after 5 years based on certain financial and performance metrics being met. The Company paid gross proceeds of $1,449,000 to Leonite Capital and Leonite Fund I, LP in settlement of all amounts outstanding to both entities, disclosed in notes 8 and 9 above. In addition, $65,450 was paid to Ed Blasiak to settle the convertible promissory note disclosed in note 8 above, $179,474 was paid to Joshua Bauman to settle the convertible promissory note disclosed in note 8 above, and $260,548 was paid to Mirage Realty, LLC to settle the senior secured promissory note, disclosed in note 9 above. The details of the property purchase and subsequent sale are as follows: Property purchase and subsequent Amount Purchase of 950 Evernia Street property Purchase price $ 5,500,000 Fees and expenses related to property purchase 109,276 Total acquisition cost 5,609,276 Proceeds on sale 8,500,000 Fees and expenses related to disposal of the property (406,552 ) Net proceeds on disposal of property 8,093,448 Gain on sale of property $ 2,484,172 Property and equipment consists of the following: Schedule of sale of property September 30, December 31, 2022 Useful lives Cost Accumulated depreciation Net book value Net book value Land Indefinite $ — $ — $ — $ 158,742 Property 25 years — — — 2,310,448 Leasehold improvements Life of lease 456,547 (76,676 ) 379,871 373,320 Furniture and fittings 6 years 149,260 (41,234 ) 108,026 92,941 Vehicles 5 years 55,949 (26,263 ) 29,686 38,079 Computer equipment 3 years 7,525 (1,409 ) 6,116 865 $ 669,281 $ (145,582 ) $ 523,699 $ 2,974,395 Depreciation expense for the three months ended September 30, 2023 and 2022 was $ 20,690 47,113 119,773 134,366 On June 30, 2023, the Company sold its interest in Cranberry Cove Holdings to Leonite Capital, which includes the land and property and the associated mortgage loan as disclosed in Note 10. Refer Note 4 above. |
Intangibles
Intangibles | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | 6. Intangibles Intangible assets consist of the following: Schedule of Intangible assets Useful September 30, December 31, 2022 Cost Accumulated amortization Net book value Net book value Health care Provider license 5 years $ 1,789,903 $ (805,456 ) $ 984,447 $ 1,252,932 The Company evaluates intangible assets for impairment on an annual basis during the last month of each year and at an interim date if indications of impairment exist. Intangible asset impairment is determined by comparing the fair value of the asset to its carrying amount with an impairment being recognized only when the fair value is less than carrying value and the impairment is deemed to be permanent in nature. The Company recorded $ 89,495 268,485 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | 7. Leases The Company acquired ATHI on July 1, 2021, ATHI’s wholly owned subsidiary had entered into an operating lease agreement for certain real property located at 950 Evernia Street As described in note 4 above, on October 3, 2022 the Company entered into a purchase and sale agreement with Evernia Station Limited Partnership for the purchase of 950 Evernia Street, West Palm Beach, Florida, the property in which it operates its treatment center, for gross proceeds of $5,500,000. On August 3, 2023, after 6 addendums to the agreement, the Company closed on the acquisition of the property. This resulted in the termination of the lease with Evernia station, resulting in the reversal of the remaining right-of-use asset of $1,226,080 and the associated operating lease liability of $1,328,803, which liability included $102,723 of accrued rental, which was offset against the rental expense. On August 4, 2023, the Company entered into a long term lease for 950 Evernia Street, West Palm Beach, Florida with an initial term of twenty years, and two ten year extension options. The lessor is Pontus EHC Palm Beach, LLC , a Delaware limited liability company and a portfolio company of Pontus Net Lease Advisors, LLC. The lease is absolutely net and the lease cost for the initial year is $748,000 paid monthly. The lease increases at a rate of 2.75% per year for a total term lease obligation of $19,595,653 over the initial twenty-year term. The Lease is personally guaranteed by the Company President and the guarantee may be released after 5 years based on certain financial and performance metrics being met. Due to the initial lease term of twenty years, the Company is not certain that the extension periods will be exercised at this point in time and accordingly, these have been excluded from the present value of the minimum future lease payments. To determine the present value of minimum future lease payments for operating leases at August 4, 2023, the Company was required to estimate a rate of interest that we would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment (the "incremental borrowing rate" or "IBR"). The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, the Company used the Fannie Mae, in excess of $3,000,000 rate based on an 80% value to loan ratio, averaging the 15 and 30 year indicative rates, resulting in a rate of 7.70%. The Company determined that 7.70% per annum was an appropriate incremental borrowing rate to apply to its real-estate operating lease. The present value of the future minimum lease payments was valued at $ 9,333,953 Schedule of Right of use assets September 30, December 31, Non-current assets Right-of-use assets – finance leases, net of depreciation, included in Property and equipment $ 26,937 $ 38,079 Right-of-use assets - operating leases, net of amortization $ 9,331,261 $ 1,393,071 Lease costs consists of the following: Schedule of finance and operating lease Nine months ended September 30, 2023 2022 Finance lease cost: Amortization of right-of-use assets $ 8,392 $ 8,392 Interest expense on finance lease liabilities 1,504 1,880 9,896 10,272 Operating lease cost $ 446,189 $ 194,086 Lease cost $ 456,085 $ 204,358 Other lease information: Schedule of Other lease Nine months ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ (1,504 ) $ (1,880 ) Operating cash flows from operating leases (446,189 ) (199,539 ) Financing cash flows from finance leases (5,868 ) (5,492 ) Cash paid for amounts included in the measurement of lease liabilities $ (453,361 ) $ (204,479 ) Weighted average lease term – finance leases 3 years and 2 months 4 years and 1 months Weighted average remaining lease term – operating leases 19 years and 11 months 4 years and 4 months Discount rate – finance leases 6.60 % 6.61 % Discount rate – operating leases 7.70 % 4.64 % Maturity of Leases Finance lease liability The amount of future minimum lease payments under finance leases as of September 30, 2023 is as follows: Schedule of Finance lease liability Amount Remainder of 2023 $ 2,457 2024 9,829 2025 9,829 2026 6,195 2027 1,707 30,017 Imputed interest (3,080 ) Total finance lease liability $ 26,937 Disclosed as: Current portion $ 8,289 Non-Current portion 18,648 Lease liability $ 26,937 Operating lease liability The amount of future minimum lease payments under operating leases are as follows: Schedule of Operating lease liability Amount Remainder of 2023 $ 249,333 2024 754,857 2025 775,615 2026 796,945 2027 818,861 16,200,042 Total undiscounted minimum future lease payments 19,595,653 Imputed interest (10,223,673 ) Total operating lease liability $ 9,371,980 Disclosed as: Current portion $ 32,753 Non-Current portion 9,339,227 Lease liability $ 9,371,980 Lessor Property Prior to the disposal of the Company’s wholly owned subsidiary CCH on June 30, 2023, the company owned a property located at 3571 Muskoka Road, #169, Bala, on which the operations of the Canadian Rehab Clinic were located prior to disposal on February 14, 2017. The property was leased to the purchasers of the business of the Canadian Rehab Clinic, initially for a period of 5 years, which was renewed for an additional 5 years, with a further two 5 year renewal periods available to the lessee. The Lease was considered in terms of ASC 842, Leases and determined to be an operating lease as the criteria for the lease to be a sales-type lease or a direct financing lease were not met, including the possibility of the lessee exercising the option to purchase the property being considered as remote. The Company derived rental income of CDN$243,288 ($180,522) for the six months ended June 30, 2023, the date of disposal of CCH and the property, see Note 4 above. |
Short-term Convertible Notes
Short-term Convertible Notes | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Short-term Convertible Notes | 8. Short-term Convertible Notes The short-term convertible notes consist of the following: Schedule of short-term convertible notes Interest rate Maturity Date Principal Interest September 30, 2023 December 31, 2022 Leonite Capital, LLC 12.0 % On Demand $ — $ — $ — $ 184,749 Leonite Fund I, LP Variable On Demand — — — 720,830 Auctus Fund, LLC 0.0 % On Demand 70,000 — 70,000 80,000 Labrys Fund, LP 12.0 % On Demand — — — 8,826 Ed Blasiak 6.5 % On Demand — — — 63,322 Joshua Bauman 11.0 % October 21, 2022 — — — 169,710 10.0 % August 9, 2023 150,000 2,131 152,131 — Series N convertible notes 6.0 % On Demand 3,229,000 957,078 4,186,078 4,041,813 $ 3,449,000 $ 959,209 $ 4,408,209 $ 5,269,250 Leonite Capital, LLC On July 12, 2020, the Company entered into a Senior Secured Convertible Note agreement with Leonite for $440,000 with an original issue discount of $40,000 for gross proceeds of $400,000, the initial tranche advanced will be for cash of $200,000 plus the OID of $20,000, the remaining advances will be at the discretion of the Leonite. The loan bears interest at 6.5% per annum and matures on June 12, 2021. The Company is required to make monthly payments of the accrued interest on the advances made. The note is convertible into common shares at the option of the holder at $0.10 per share, or 80% multiplied by the price per share paid in subsequent financings or after a six month period from the effective date at 60% of the lowest trading price during the preceding 21 consecutive trading days. The note has both conversion price protection and anti-dilution protection provisions. On February 28, 2022, in terms of a conversion notice, Leonite converted the principal sum of $149,250 of the Leonite Note into 150,000,000 shares of common stock at a conversion price of $0.0010 per share. On March 1, 2023, the Company entered into a forbearance agreement with Leonite whereby the parties agreed to extend the maturity date of the note to June 8, 2023, the Company will continue to pay interest on the note, until repaid. On August 4, 2023, the Company settled all outstanding liabilities owing to Leonite Capital and Leonite fund I, L.P. for gross proceeds of $1,449,000. Leonite Fund I, LP Effective June 1, 2022, the Company entered into a Note Exchange Agreement whereby the convertible promissory notes entered into with Labrys Fund LP on May 7, 2021, with an outstanding principal balance of $341,000, and on June 2, 2021, with an outstanding principal balance of $230,000 and accrued interest thereon of $25,300, were exchanged for a new Senior Secured Convertible Promissory note in the principal amount of $745,375, including an OID of $149,075. The Note matured on March 1, 2023, and bore interest at the minimum of 10% per annum or the Wall Street Journal quoted prime rate plus 5.75%. Interest is payable monthly and the note may be prepaid with a prepayment penalty of 10%. The note is convertible into common stock at a fixed conversion price of $0.01 per share, subject to anti-dilution adjustments and a fundamental transaction clause allowing the note holder to receive the same consideration as common stockholders would receive. The convertible note is secured by all of the assets of Ethema Health Corporation and Addiction Recovery Institute of America, LLC. On March 1, 2023, the Company entered into a forbearance agreement with Leonite whereby the parties agreed to extend the maturity date of the note to June 8, 2023, the Company will continue to pay interest on the note, until repaid. On August 4, 2023, the Company settled all outstanding liabilities owing to Leonite Capital and Leonite fund I, L.P. for gross proceeds of $1,449,000. Auctus Fund, LLC On August 7, 2019, the Company, entered into a Securities Purchase Agreement with Auctus Fund, LLC, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $225,000. The Note had a maturity date of May 7, 2020 and bore interest at the rate of ten percent per annum from the date on which the Note was issued until the same became due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company had the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of Auctus Fund, LLC during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to 60% of the lowest closing bid price of the Company’s common stock for the thirty trading days prior to conversion. On June 15, 2020, The Company entered into an amended agreement with Auctus whereby the Company agreed to discharge the principal amount of the note by nine equal monthly installments of $25,000 commencing in October 2020. During the year ended December 31, 2021, the Company repaid Auctus the principal sum of $50,000. During March 2022, the Company paid $20,000 of principal on the convertible note, thereby reducing the principal outstanding to $80,000. The note matured May 7, 2020, Auctus Fund LLC has not declared a default and we are in discussion with the lender on settling the note. During February 2023, the Company paid $10,000 of principal on the convertible note, thereby reducing the principal outstanding to $70,000. The note matured May 7, 2020, Auctus Fund LLC has not declared a default and we are in constant in constant discussion with the lender on settling the note. Ed Blasiak On September 14, 2020, the Company entered into a Securities Purchase Agreement with Ed Blasiak (“Blasiak”), pursuant to which the Company issued a senior secured convertible promissory note in the aggregate principal amount of $55,000, including an original issue discount of $5,000. The note bears interest at 6.5% per annum and matured on September 14, 2021. The note is senior to any future borrowings and commencing on October 1, 2020 the Company will make monthly payments of the accrued interest under the note. The note may be prepaid at certain prepayment penalties and is convertible into shares of common stock at a conversion price at the option of the holder at $0.001 per share, adjusted for anti-dilution provisions; or 80% of the price per share of subsequent equity financings or; after six months 60% of the lowest trading price during the preceding six month period. The note had matured and was in default, Ed Blasiak has not declared a default under the note. On August 4, 2023, the Company settled the senior secured convertible promissory note owing to Ed Blasiak for proceeds of $65,450. Joshua Bauman On October 21, 2021, the Company entered into a Securities Purchase Agreement with Bauman, pursuant to which the Company issued a senior secured convertible promissory note in the aggregate principal amount of $150,000, including an original issue discount of $16,250. The note bears interest at 11.0% per annum, which is guaranteed and earned in full on issue date and matured on October 21, 2022. The note is convertible into shares of common stock at a conversion price at the option of the holder at $0.001 per share, adjusted for anti-dilution provisions. The note had matured and was in default, Mr. Bauman has not declared a default under the note. On August 4, 2023, the Company settled the senior secured convertible promissory note owing to Mr. Bauman for proceeds of $179,474. On August 9, 2023, the Company issued a convertible promissory note to Bauman, in the aggregate principal amount of $150,000. The note bears interest at 10.0% per annum and matures on August 9, 2024. The note is convertible into shares of common stock at a conversion price at the option of the holder at $0.001 per share, adjusted for anti-dilution provisions. The note is convertible into common stock at the option of the holder after the expiration of six months from the issuance date, in addition, should the note reach its maturity date, August 9, 2024, the note will automatically convert into shares of common stock at the conversion price, subject to anti-dilution provisions. Series N convertible notes Between January 28, 2019 and June 11, 2020, the Company closed several tranches of Series N Convertible notes in which it raised $3,229,000 in principal from accredited investors through the issuance to the investors of the Company’s Series N convertible notes, in the total original principal amount of $3,229,000, which Notes are convertible into the Company’s common stock at a conversion price of $0.08 per share together with three year warrants to purchase up to a total of 52,237,500 shares of the Company’s common stock at an exercise price of $0.12 per share. Both the conversion price under the Notes and the exercise price under the warrants are subject to standard adjustment mechanisms. The notes matured one year from the date of issuance. The series N convertible notes matured and are in default. The Company is considering its options to settle these notes. |
Short-term Notes
Short-term Notes | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Short-term Notes | 9. Short-term Notes Leonite Capital, LLC Secured Promissory Notes On March 1, 2022, the Company entered into a secured Promissory Note in the aggregate principal amount of $124,000 for net proceeds of $100,000 after an original issue discount of $24,000. Due to the failure to repay the note by due date, a penalty of $37,200 was added to the principal outstanding and the Company incurs a monthly monitoring fee of $2,000 per month. In addition the note earns interest at a default rate of 24% per annum on the total balance outstanding, including the monthly monitoring fee and accrued interest. The Note had a maturity date of April 1, 2022. On August 4, 2023, the Company settled all outstanding liabilities owing to Leonite Capital and Leonite fund I, L.P. for gross proceeds of $1,449,000. On May 3, 2022, the Company, entered into a secured Promissory Note in the aggregate principal amount of $76,250 for net proceeds of $61,000 after an original issue discount of $15,250. Due to the failure to repay the note by due date, a penalty of $22,875 was added to the principal outstanding and the Company incurs a monthly monitoring fee of $2,000 per month. In addition the note earns interest at a default rate of 24% per annum on the total balance outstanding, including the monthly monitoring fee and accrued interest. The Note had a maturity date of June 17, 2022. On August 4, 2023, the Company settled all outstanding liabilities owing to Leonite Capital and Leonite fund I, L.P. for gross proceeds of $1,449,000. Mirage Realty, LLC On March 15, 2023, the Company, entered into a senior secured Promissory Note in the aggregate principal amount of $250,000 for net proceeds of $223,500 after an original issue discount and fees of $26,500. The note earns interest at 10% per annum and matures on July 15, 2023 On August 4, 2023, the Company settled the senior secured promissory note owing to Mirage Realty for gross proceeds of $260,548. LXR Biotech On April 12, 2019, the Company, entered into a secured Promissory Note in the aggregate principal amount of CDN$133,130. The Note had a maturity date of April 11, 2020 and bears interest at the rate of six percent per annum from the date on which the Note was issued. This note has not been repaid, is in default and remains outstanding. The balance outstanding at September 30, 2023 was $124,886 (CDN$168,845). |
Mortgage loans
Mortgage loans | 9 Months Ended |
Sep. 30, 2023 | |
Mortgage Loans | |
Mortgage loans | 10. Mortgage loans Mortgage loans is disclosed as follows: Schedule of mortgage loans Interest rate Maturity date Principal Outstanding Accrued interest September 30, 2023 December 31, 2022 Cranberry Cove Holdings, Ltd. Pace Mortgage 4.2 % $ — $ — $ — $ 3,504,605 Disclosed as follows: Short-term portion $ — $ 3,504,605 Cranberry Cove Holdings, Ltd. (“CCH”) The loan bears interest at the fixed rate of 4.2% with a 5-year primary term and a 25-year amortization. The Company has guaranteed the loan and the Company’s chief executive officer and controlling shareholder also has personally guaranteed the Loan. CCH and the Company have granted the Lender a general security interest in its assets to secure repayment of the Loan. The loan is amortized with monthly installments of CDN $29,531. On June 30, 2023, the Company sold its interest in CCH to Leonite Capital, which includes the real property as disclosed in Note 5 and the associated mortgage loan. Refer to Note 4 above. |
Government assistance loans
Government assistance loans | 9 Months Ended |
Sep. 30, 2023 | |
Government Assistance Loans | |
Government assistance loans | 11. Government assistance loans On December 1, 2020, CCH was granted a Covid-19 related government assistance loan in the aggregate principal amount of CDN$ 40,000 (Approximately $31,000). The grant is interest free and CDN$ 10,000 is forgivable if the loan is repaid in full by December 31, 2022. The maturity date of this loan was extended by an additional year to December 31, 2023. On January 12, 2021, CCH received a further CDN$ 20,000 Covid-19 related government assistance loan. The loan is interest free and if repaid by December 31, 2022, CDN$ 10,000 is forgivable. This loan was not repaid by December 31, 2022. On June 30, 2023, the Company sold its interest in CCH to Leonite Capital, which includes the Canadian government assistance loan. Refer to Note 4 above. On May 3, 2021, ARIA was granted a government assistance loan in the aggregate principal amount of $157,367. The loan is forgivable if the Company demonstrates that the proceeds were used for expenses such as employee costs during the pandemic. Should the loan not be forgiven, interest is payable on the loan at the rate of 1% per annum and the principal is repayable and interest is payable over an 18 month period. On September 21, 2022, ARIA received partial forgiveness of the government assistance loan of $104,368, the balance of the loan plus accrued interest is due and payable. On December 30, 2022, the Company sold ARIA to its Chairman and CEO and agreed to assume the repayment of the government assistance loan. As of September 30, 2023, the balance outstanding, including interest thereon was $39,207. |
Receivables funding
Receivables funding | 9 Months Ended |
Sep. 30, 2023 | |
Receivables Funding | |
Receivables funding | 12. Receivables funding September 26, 2022 Funding On September 26, 2022, the Company, through its 75% held subsidiary, Evernia Health Center, LLC, entered into a Receivables Sale Agreement with Itria Ventures LLC (“Itria”), whereby $310,000 of the Receivables of Evernia were sold to Itria, for gross proceeds of $250,000. The Company also incurred fees of $5,500, resulting in net proceeds of $244,500. The Company is obliged to pay 7.41% of the receivables until the amount of $310,000 is paid in full, with periodic repayments of $6,458 per week. The guarantor of the funding is a minority shareholder in ATHI. The Company made weekly cash payments of $6,458 totaling $310,000 on the September 26, 2022 funding, thereby settling the receivables funding. December 13, 2022 Funding On December 13, 2022, the Company, through its 75% held subsidiary, Evernia Health Center, LLC entered into a Receivables Sale Agreement with Itria Ventures LLC (“Itria”), whereby $305,000 of the Receivables of Evernia were sold to Itria, for gross proceeds of $250,000. The Company also incurred fees of $2,500, resulting in net proceeds of $247,500. The Company is obliged to pay 6.08% of the receivables until the amount of $305,000 is paid in full, with periodic repayments of $6,354 per week. The guarantor of the funding is a minority shareholder in ATHI. The Company made weekly cash payments of $6,354 totaling $241,458 on the December 13, 2022 funding. On September 15, 2023, the Company repaid the remaining principal outstanding of $63,542 out of the proceeds received from the September 15, 2023 receivables funding with Itria. January 19, 2023 Funding On January 19, 2023, the Company, through its 75% held subsidiary, Evernia Health Center, LLC, entered into a Receivables Sales Agreement with Bizfund.com (“Bizfund)”), whereby $132,000 of the Receivables of Evernia were sold to Bizfund, for gross proceeds of $100,000. The Company is obliged to pay 15.0% of the receivables until the amount of $132,000 is paid in full, with periodic repayments of $2,750 per week. The guarantor of the funding is a minority shareholder in ATHI. The Company made weekly cash payments of $2,750 totaling $49,500 on the January 19, 2023 funding. On June 2, 2023 the Company entered into another receivables funding agreement with Bizfund, whereby Bizfund forgave $8,250 of the premium due on the January 19, 2023 funding and transferred the remaining principal balance of $74,250 to the June 2, 2023 funding. The unamortized balance of the debt discount of $12,616 was expensed on June 2, 2023, thereby extinguishing the receivables funding. February 14, 2023 Funding On February 14, 2023, the Company, through its 75% held subsidiary, Evernia Health Center, LLC, entered into a Receivables Sale Agreement with Fox Business Funding (“Fox”), whereby $118,800 of the Receivables of Evernia were sold to Fox, for gross proceeds of $90,000. The Company is obligated to pay 8.0% of the receivables until the amount of $118,800 is paid in full, with periodic repayments of $2,970 per week. The guarantor of the funding is a minority shareholder in ATHI. The Company made weekly cash payments of $2,970 totaling $86,130 on the February 14, 2023 funding. on September 15, 2023, the Company repaid the remaining principal outstanding of $32,670 out of the proceeds received from the September 15, 2023 receivables funding with Itria. June 2, 2023 Funding On June 2, 2023, the Company received funding from an agreement entered into through its 75% held subsidiary, Evernia Health Center, LLC entered into a Receivables Sale Agreement with Bizfund.com (“Bizfund)”), whereby $198,000 of the Receivables of Evernia were sold to Bizfund, for gross proceeds of $150,000, made up of a cash payment to the Company of $75,750 and the transfer of $74,250 of the January 19, 2023, outstanding principal to the June 2, 2023 funding agreement.. The Company is obliged to pay 15.0% of the receivables until the amount of $198,000 is paid in full, with periodic repayments of $4,950 per week. The guarantor of the funding is a minority shareholder in ATHI. The Company made weekly cash payments of $4,950 totaling $79,200 on the June 2, 2023 funding. The balance outstanding at September 30, 2023 was $118,800, less unamortized discount of $30,687. September 15, 2022 Funding On September 15, 2023, the Company, through its 75% held subsidiary, Evernia Health Center, LLC entered into a Receivables Sale Agreement with Itria Ventures LLC (“Itria”), whereby $320,000 of the Receivables of Evernia were sold to Itria, for gross proceeds of $250,000. The Company also incurred fees of $3,000, resulting in net proceeds of $247,500. The Company is obliged to pay $6,666.67 per week until the amount of $320,000 is paid in full. The guarantor of the funding is a minority shareholder in ATHI. The Company made weekly cash payments of $6,667 totaling $13,333 on the September 15, 2022 funding. The balance outstanding at September 30, 2023 was $306,667, less unamortized discount of $70,076. |
Third Party loans
Third Party loans | 9 Months Ended |
Sep. 30, 2023 | |
Third Party Loans | |
Third Party loans | 13. Third Party loans On April 12, 2019, Eileen Greene, a related party, assigned CDN$1,000,000 of the amount owed by the Company to her, to a third party. The loan bears interest at 12% per annum which the Company agreed to pay. This loan was assumed by the Company on the disposal of CCH to Leonite Capital as disclosed in note 4 above. During April and May 2023, the Company made ad-hoc repayments of CDN$25,000 (approximately $25,970) on the third party loan. Between August 9 and August 10, 2023, the Company made principal repayment of CDN$450,000 ($335,290) As of September 30, 2023 the balance of principal and interest outstanding on third party loans was CDN$336,320 ($248,757). |
Related party payables
Related party payables | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related party payables | 14. Related party payables Schedule of Related party payable September 30, December 31, 2023 2022 Due to related parties Shawn E. Leon $ 124,445 $ 411,611 Leon Developments Ltd. 1,092,701 850,657 Eileen Greene 1,452,862 1,451,610 Total related party payables $ 2,670,008 $ 2,713,878 Shawn E. Leon As of September 30, 2023 and December 31, 2022, the Company had a payable to Shawn Leon of $124,445 and $411,611, respectively. Mr. Leon is a director and CEO of the Company. The balances payable are non-interest bearing and have no fixed repayment terms. On December 30, 2022, the Company sold its wholly-owned subsidiaries, Greenestone Muskoka and ARIA, to Mr. Leon for gross proceeds of $0. The Company realized a gain on disposal of $628,567 which was recorded as an increase in Additional Paid in Capital due to the related party nature of the transaction. Due to the current financial position of the Group, Mr. Leon forfeited the management fees due to him for the nine months ended September 30, 2023 and the year ended December 31, 2022. Leon Developments, Ltd. Leon Developments is owned by Shawn Leon, the Company’s CEO and director. As of September 30, 2023 and December 31, 2022, the Company owed Leon Developments, Ltd., $1,092,701 and $850,607, respectively. The Company paid Leon Developments a management fee of CDN$250,000 (approximately $185,503) and $0 for the nine months ended September 30, 2023 and 2022, respectively. On June 30, 2023, the Company assumed the liability owing to Leon developments of CDN$1,974,012 (approximately $1,490,946) from its subsidiary, CCH, immediately prior to the disposal of CCH to a related party, Leonite Capital LLC. Eileen Greene As of September 30, 2023 and December 31, 2022, the Company owed Eileen Greene, the spouse of our CEO, Shawn Leon, $1,452,862 and $1,451,610, respectively. The amount owed to Ms. Greene is non-interest bearing and has no fixed repayment terms. Leonite Capital, LLC and Leonite Fund I, LLP Leonite Capital is considered a related party due to its Series A Preferred stock interest in CCH, which was previously a wholly-owned subsidiary of the Company, of $700,000, and its Series B Preferred stock interest in the Company of $400,000, as of December 31, 2022. The Series A Preferred stock interest in CCH of $700,000 was recorded as a minority shareholder interest as of December 31, 2022. Accrued dividends on the CCH Series A Preferred shares of $145,547 and accrued dividends on the Series B Preferred shares of $49,282 was owed to Leonite Capital as of December 31, 2022. Prior to the disposal of CCH to Leonite Capital on June 30, 2023, and the simultaneous cancellation of the Series B Preferred stock as discussed below, the accrued dividends on the CCH Series A Preferred shares was $184,545 and the accrued dividends on the Series B Preferred shares was $61,184. On June 30, 2023, the Company entered into an exchange agreement with Leonite Capital whereby it exchanged the 400,000 Series B shares with a value of $400,000 plus accrued dividends thereon of $61,184 for its entire shareholding in its property owning subsidiary, Cranberry Cove Holdings. The Series B shares and the accrued dividends thereon were extinguished and cancelled upon consummation of the transaction. Due to the related party nature of the transaction, the net result of the disposal of $1,334,885 and the $700,000 of the CCH Series A Preferred shares, totaling $2,034,885, was recorded as a credit to additional paid-in-capital. In addition, due to the related party nature of the transaction, the cancellation of the Series B Preferred stock, of $400,000 and the dividends thereon of $61,184, totaling $461,184, was recorded as an extinguishment of debt reflected in additional paid-in-capital. On August 4, 2023, the company repaid Leonite Capital $1,449,000 consisting of repayments of short-term convertible notes of $995,257, promissory notes of $420,069, additional penalty on settlement of $5,236 and a personal loan by Leonite to Shawn Leon of $28,438, which repayment reduced the related party payable to Shawn Leon, as disclosed above. As disclosed in note 8 above, the Company owed Leonite Capital and Leonite Funds I, LP, an entity under common control with Leonite Capital, short-term convertible notes, including principal and interest thereon of $0 and $905,579 as of September 30, 2023 and December 31, 2022, respectively. In addition, as disclosed in note 9 above, the Company owed Leonite capital, secured promissory notes, including principal, monitoring fees and interest thereon totaling $0 and $340,281 as of September 30, 2023 and December 31, 2022, respectively. All related party transactions occur in the normal course of operations and in terms of agreements entered into between the parties. |
Stockholder_s deficit
Stockholder’s deficit | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholder’s deficit | 15. Stockholder’s deficit a. Common shares Authorized and outstanding The Company has authorized 10,000,000,000 shares with a par value of $0.01 per share. The company has issued 3,729,053,805 shares of common stock at September 30, 2023 and December 31, 2022. b. Series A Preferred shares Authorized, issued and outstanding The Company has authorized 10,000,000 Series A preferred shares with a par value of $0.01 per share. The Company has issued and outstanding 4,000,000 Series A Preferred shares at September 30, 2023 and December 31, 2022. c. Series B preferred shares Authorized and outstanding The Company has authorized 400,000 Series B preferred shares with a par value of $1.00 per share. The company has issued and outstanding 0 and 400,000 Series B Preferred shares at September 30, 2023 and December 31, 2022, respectively. The Series B preferred shares are senior secured and were mandatorily redeemable by the Company on July 1, 2021, and were originally classified as mezzanine debt. These Series B preferred shares meet the definition of liabilities in terms of ASC 480- debt and are no longer contingently convertible, due to the fact that the redemption date has passed. On June 30, 2023, the Company entered into an exchange agreement with Leonite Capital whereby it exchanged the shares in its wholly owned subsidiary, CCH for the return and cancellation of the Series B preferred shares, together with the dividends accrued thereon. Refer to note 4 above. d. Stock options Our board of directors adopted the Greenstone Healthcare Corporation 2013 Stock Option Plan (the “Plan”) to promote our long-term growth and profitability by (i) providing our key directors, officers and employees with incentives to improve stockholder value and contribute to our growth and financial success and (ii) enable us to attract, retain and reward the best available persons for positions of substantial responsibility. A total of 10,000,000 shares of our common stock have been reserved for issuance upon exercise of options granted pursuant to the Plan. The Plan allows us to grant options to our employees, officers and directors and those of our subsidiaries; provided that only our employees and those of our subsidiaries may receive incentive stock options under the Plan. We have no issued options at September 30, 2023 under the Plan. e. Warrants All of the warrants have cashless exercise terms whereby in-the-money warrants may be exercised by reducing the number of shares issued in terms of the warrant exercise to offset the proceeds due on the exercise. All of the warrants have price protection features whereby any securities issued subsequent to the date of the warrant issuance date, were issued at a lower price, or have conversion features that are lower than the current exercise price, or were converted at a lower price, or are exercisable at a lower price, to the current warrant exercise price, will result in the exercise price of the warrant being set to the lower issue, conversion or exercise price. Warrant exchange agreement On June 28, 2023 the Company entered into a Warrant Exchange Agreement with Leonite that exchanged a Warrant outstanding to Leonite originally issued on June 12, 2020 for a new Warrant dated June 30, 2023. The substantial changes to the warrant affect the number of shares in the warrant, the exercise price and the term. The original warrant provided for Leonite to have a continuing right to purchase a 20% share of the outstanding common shares until it expired on June 12, 2025 which was originally set at 326,286,847 shares. The new warrant is exercisable for 745,810,761 shares, 20% of the current number of common shares outstanding, with no allowance for adjustment, except normal adjustments due to splits or consolidations, until the new expiry date of June 30, 2027. The exercise price in the original warrant was $0.10, with allowance for adjustments, which when applied resulted in an exercise price of $0.0004 per share. The exercise price on the new warrant is $0.001 and is only adjustable if the Company issues any shares at a price less than the exercise price during the warrant period except for any issuance of shares to the Company’s president or related parties on any debt outstanding to those parties as of June 30, 2023, and limited to a conversion price of $0.0005 per share. The Warrant Exchange agreement was conditional on Leonite receiving a full payment of all of its outstanding loans originally set as by July 20, 223. This date was extended and all of the notes were repaid on August 4, 2023. Leonite held several notes at June 30, 2023, some of which were convertible into shares at variable rates, see notes 9 and 10 above. The total amount repaid to settle all of the outstanding liabilities was $1,449,000. The replacement warrants were valued effective June 30, 2023, the effective date of issuance of the warrants, as the difference between the fair value of the original warrant exercisable for 326,286,847 shares of common stock and the fair value of the replacement four-year warrant exercisable for 745,810,861 shares of common stock at an exercise price of $0.001 per share. The warrants were valued using a Black-Scholes valuation model. The following assumptions were used in the valuation model: Share-Based Payment Arrangement, Performance Shares, Activity Nine months ended September 30, 2023 Exercise price $ 0.001 Risk free interest rate 4.31 4.87 % Expected life of options 2 4 Expected volatility of underlying stock 205.5 243.0 % Expected dividend rate 0 % A summary of the Company’s warrant activity during the period from January 1, 2022 to September 30, 2023 is as follows: Schedule of warrants outstanding No. of shares Exercise price Weighted Outstanding as of January 1, 2022 623,777,506 $ 0.000675 0.12 $ 0.0052875 Granted — — — Forfeited/cancelled (20,925,000 ) $ 0.12 0.12 Exercised — — — Outstanding as of December 31, 2022 602,852,506 $ 0.000675 0.00205 $ 0.001306 Granted 745,810,761 $ 0.001 0.001 Forfeited/cancelled (326,286,847 ) $ 0.000675 0.000675 Exercised — — — Outstanding as of September 30, 2023 1,022,376,420 $ 0.001 0.00205 $ 0.0012840 The following table summarizes information about warrants outstanding at September 30, 2023: Schedule of assumption Warrants outstanding Warrants exercisable Exercise price No. of shares Weighted average remaining years Weighted average exercise price No. of shares Weighted average exercise price $0.001 745,810,761 3.75 745,810,761 $0.002050 276,565,659 2.27 276,565,659 1,022,376,420 3.35 $ 0.001284 1,022,376,420 $ 0.001284 All of the warrants outstanding at September 30, 2023 are vested. The warrants outstanding at September 30, 2023 have an intrinsic value of $0. |
Segment information
Segment information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment information | 16. Segment information The Company had two reportable operating segments: a. Rental income from the property owned by CCH subsidiary located at 3571 Muskoka Road, #169, Bala, on which the operations of the Canadian Rehab Clinic were located prior to disposal on February 14, 2017 and subsequently leased to the purchasers of the business of the Canadian Rehab Clinic, for a period of 5 years renewable for a further three five-year periods and with an option to acquire the property at a fixed price. In terms of an exchange agreement entered into with Leonite Capital effective June 30, 2023, the property owning subsidiary CCH was exchanged for the Series B preferred shares issued to Leonite Capital. Refer note 4 above. b. Rehabilitation Services provided to customers, these services were provided to customers at our Evernia, Addiction Recovery Institute of America and Seastone of Delray operations. The segment operating results of the reportable segments is disclosed as follows: Schedule of segment information Nine months ended September 30, 2023 Rental In-Patient Total Revenue $ 180,522 $ 4,039,382 $ 4,219,904 Operating expenses 245,528 3,833,676 4,079,204 Operating (loss) income (65,006 ) 205,706 140,700 Other (expense) income Forgiveness of intercompany loan 3,481,332 (3,481,332 ) — Other income — 449 449 Penalty on convertible notes — (34,688 ) (34,688 ) Extension fee on property purchase — (130,000 ) (130,000 ) Gain on disposal of property — 2,484,172 2,484,172 Loss on debt extinguishment — (277,175 ) (277,175 ) Interest expense (95,464 ) (286,984 ) (382,448 ) Amortization of debt discount — (238,304 ) (238,304 ) Foreign exchange movements (81,033 ) (3,115 ) (84,148 ) Net income (loss) before taxes 3,239,829 (1,761,271 ) 1,478,558 Taxes — 221,107 221,107 Net income (loss) $ 3,239,829 $ (1,540,164 ) $ 1,699,665 The operating assets and liabilities of the reportable segments is as follows: September 30, 2023 Rental In-Patient Total Purchase of fixed assets $ (43,611 ) $ 5,287,622 $ 5,244,011 Assets Current assets — 794,521 794,521 Non-current assets — 11,213,407 11,213,407 Liabilities Current liabilities — (7,713,189 ) (7,713,189 ) Non-current liabilities — (9,801,769 ) (9,801,769 ) Net liability position $ — $ (5,507,030 ) $ (5,507,030 ) The segment operating results of the reportable segments is disclosed as follows: Nine months ended September 30, 2022 Rental In-Patient Total Revenue $ 292,303 $ 3,297,387 $ 3,586,290 Operating expenses (99,515 ) (3,105,091 ) (3,204,606 ) Operating income 192,788 188,896 381,684 Other (expense) income Other income — 10,018 10,018 Forgiveness of government assistance loan — 104,368 104,368 Interest expense (156,297 ) (210,880 ) (367,177 ) Amortization of debt discount — (551,738 ) (551,738 ) Derivative liability movement — 175,593 175,593 Foreign exchange movements 116,635 385,715 502,350 Net income before taxes 153,126 101,972 255,098 Taxes — (87,615 ) (87,615 ) Net Income $ 153,126 $ 14,357 $ 167,483 The operating assets and liabilities of the reportable segments is as follows: September 30, 2022 Rental In-Patient Total Purchase of fixed assets $ — $ 285,103 $ 285,103 Assets Current assets 7,972 952,223 960,195 Non-current assets 2,469,499 3,299,226 5,768,725 Liabilities Current liabilities (4,974,475 ) (9,047,232 ) (14,021,707 ) Non-current liabilities (603,557 ) (1,523,795 ) (2,127,352 ) Mandatory redeemable preferred shares — (400,000 ) (400,000 ) Intercompany balances (1,263,485 ) 1,263,485 — Net liability position $ (4,364,046 ) $ (8,131,754 ) $ (9,820,139 ) |
Net income per common share
Net income per common share | 9 Months Ended |
Sep. 30, 2023 | |
Income per share | |
Net income per common share | 17. Net income per common share Schedule of Earnings Per Share, Basic and Diluted Number of Per share Amount shares amount Basic earnings per share Net income per share available for common stockholders $ 2,076,479 3,729,053,805 $ 0.00 Effect of dilutive securities Convertible debt 50,964 202,325,970 Diluted earnings per share Net income per share available for common stockholders $ 2,127,443 3,931,379,775 $ 0.00 For the three months ended September 30, 2022, the computation of basic and diluted earnings per share is calculated as follows: Number of Per share Amount shares amount Basic earnings per share Net income per share available for common stockholders $ 458,713 3,729,053,805 $ 0.00 Effect of dilutive securities Convertible debt 163,565 547,490,575 Diluted earnings per share Net income per share available for common stockholders $ 622,278 4,276,544,380 $ 0.00 For the nine months ended September 30, 2023, the computation of basic and diluted earnings per share is calculated as follows: Number of Per share Amount shares amount Basic earnings per share Net income per share available for common stockholders $ 1,524,534 3,729,053,805 $ 0.00 Effect of dilutive securities Convertible debt 146,395 202,325,970 Diluted earnings per share Net income per share available for common stockholders $ 1,670,929 3,931,379,775 $ 0.00 Number of Per share Amount shares amount Basic earnings per share Net income per share available for common stockholders $ 41,135 3,693,636,223 $ 0.00 Effect of dilutive securities Convertible debt 230,724 547,490,575 Diluted earnings per share Net income per share available for common stockholders $ 271,859 4,244,126,798 $ 0.00 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 18. Commitments and contingencies a. Options granted to purchase shares in ATHI On July 12, 2020, the Company entered into a five year option agreement with Leonite Capital LLC (“Leonite”) and other investors (collectively the “Transferees”). The Company agreed to sell to Leonite a portion of the total outstanding shares of ATHI from the shares of ATHI held by the company. The Company provided Leonite an option to purchase 4,000,000 shares of ATHI from the Company for a purchase consideration of $0.0001 per share (a total consideration of $400), based on the advances that Leonite made to the Company totaling $396,000. Leonite shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Leonite to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. On September 14, 2020, the Company entered into a five year option agreement with Ed Blasiak (“Blasiak”) whereby the Company agreed to sell to Blasiak a portion of the total outstanding shares of ATHI. The Company provided Blasiak an option to purchase 571,428 shares of ATHI from the Company for a purchase consideration of $0.0001 per share (a total consideration of $57), based on the advances that Blasiak made to the Company totaling $50,000. Blasiak shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Blasiak to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. On October 29, 2020, the Company entered into a five year option agreement with First Fire whereby the Company agreed to sell to First Fire a portion of the total outstanding shares of ATHI. The Company provided First Fire an option to purchase 1,428,571 shares of ATHI from the Company for a purchase consideration of $0.0001 per share (a total consideration of $143), based on the advances that First Fire made to the Company totaling $120,000. First Fire shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by First Fire to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. On October 29, 2020, the Company entered into a five year option agreement entered into with Bauman, so that the Company agreed to sell to Bauman a portion of the total outstanding shares of ATHI. The Company provided Bauman an option to purchase 1,428,571 shares of ATHI from the Company for a purchase consideration of $0.0001 per share (a total consideration of $143), based on the advances that Bauman made to the Company totaling $120,000. Bauman shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Bauman to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. 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. |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | 19. Subsequent events On November 15, 2023, the Company, entered into a senior secured Promissory Note in the aggregate principal amount of $250,000 for net proceeds of $223,500 after an original issue discount and fees of $26,500. The note earns interest at 10% per annum and matures on March 15, 2024. Other than disclosed above, the Company has evaluated subsequent events through the date of the condensed consolidated financial statements were issued, we did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | a) Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with US GAAP 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Principles of consolidation and foreign translation | b) Principles of consolidation and foreign translation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany transactions and balances have been eliminated on consolidation. Certain of the Company’s subsidiaries functional currency is 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. ● Certain non-monetary assets and liabilities and equity at historical rates. ● Revenue and expense items and cash flows at the average rate of exchange prevailing during the year. 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). b) Principles of consolidation and foreign translation (continued) For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the year. On June 30, 2023, the Company disposed on Cranberry Cove Holdings whose functional currency was Canadian Dollars, all remaining subsidiaries have the U.S. dollar as a functional currency. The relevant translation rates are as follows: The Company disposed of Cranberry cove Holdings on June 30, 2023, the exchange rates used for the six months in which it had control over Cranberry cove holdings was as follows; for the six months ended June 30, 2023, a closing rate of CDN$1 equals US$0.7553 and an average exchange rate of CDN$1 equals US$0.7420, and for the year ended December 31, 2022, a closing rate of CDN$1.0000 equals US$0.7383 and an average exchange rate of CDN$1.0000 equals US$0.7686. |
Cash and cash equivalents | c) Cash and cash equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company maintains cash and cash equivalents with several financial institutions in the USA and Canada. There were no cash equivalents at September 30, 2023 and December 31, 2022. The Company primarily places cash balances in the USA with high-credit quality financial institutions located in the United States which are insured by the Federal Deposit Insurance Corporation up to a limit of $ 250,000 |
Accounts receivable | d) Accounts receivable Accounts receivable primarily consists of amounts due from third-party payors (non-governmental) and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s unaudited condensed consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimating net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies denying claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. |
Allowance for Doubtful Accounts, Contractual and Other Discounts | e) Allowance for Doubtful Accounts, Contractual and Other Discounts The Company derives the majority of its revenues from commercial payors at in-network rates. The Company recognizes revenue based on historical collections received from healthcare providers, recognizing only a percentage of revenues actually billed. Effectively recognizing revenue net of any expected billing differentials. Based on the Company’s collection experience, the percentage of revenue recognized is adjusted on a periodic basis, thereby taking into account expected credit losses in the revenue recognition process. The revenue we recognize is already net of expected credit losses, therefore management does not maintain a separate allowance for doubtful accounts, contractual and other discounts. Management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the percentage of revenue to be recognized. |
Property and equipment | f) Property and equipment Property and equipment is recorded at cost. Depreciation is calculated on the straight line basis over the estimated life of the asset. |
Intangible assets | g) Intangible assets Intangible assets are stated at acquisition cost less accumulated amortization, if applicable, less any adjustments for impairment losses. Amortization is charged on a straight-line basis over the estimated remaining useful lives of the individual intangibles. Where intangibles are deemed to be impaired the Company recognizes an impairment loss measured as the difference between the estimated fair value of the intangible and its book value. Licenses to provide substance abuse rehabilitation services are amortized over the expected life of the contract, including any anticipated renewals. The Company expects its licenses to remain in operation for a period of five years. |
Leases | h) Leases The Company accounts for leases in terms of AC 842 whereby leases are classified as either finance 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 finance leases. At the time a finance lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing. Property and equipment recorded under finance leases is amortized on the same basis as described above. Operating leases are recognized on the balance sheet as a lease liability with a corresponding right of use asset for all leases with a term that is more than twelve months. Payments under operating leases are expensed as incurred. |
Derivatives | i) 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 previously used a Black Scholes 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 were included in the statements of operations. Inputs into the Black Scholes Option Pricing model require estimates, including such items as estimated volatility of the Company’s stock, risk free interest rate and the estimated life of the financial instruments being fair valued. |
Financial instruments | j) Financial instruments The Company initially measures its financial assets and liabilities at fair value. 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 measures its convertible debt and derivative liabilities associated therewith at fair value. These liabilities are revalued periodically and the resultant gain or loss is realized through the consolidated Statement of Operations and Comprehensive Loss |
Related parties | k) Related parties Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions are recorded at fair value of the goods or services exchanged. |
Revenue recognition | l) Revenue recognition ASC 606 requires companies to exercise more judgment and recognize revenue using a five-step process. The Company’s provision for doubtful accounts are recorded as a direct reduction to revenue instead of being presented as a separate line item on the consolidated statements of operations and comprehensive loss. As our performance obligations relate to contracts with a duration of one year or less, the Company elected the optional exemption in ASC 606-10-50-14(a). Therefore, the Company is not required to disclose the transaction price for the remaining performance obligations at the end of the reporting period or when the Company expects to recognize the revenue. The Company has minimal unsatisfied performance obligations at the end of the reporting period as our patients typically are under no obligation to remain admitted in our facilities. The Company receives payments from the following sources for services rendered in our U.S. Facility: (i) commercial insurers; and (ii) individual patients and clients. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient under ASC 606-10-32-18 and does not adjust for the effects of a significant financing component. The Company derives a significant portion of its revenue from other payors that receive discounts from established billing rates. The various managed care contracts under which these discounts must be calculated are complex, subject to interpretation and adjustment, and may include multiple reimbursement mechanisms for different types of services provided in the Company’s inpatient facilities and cost settlement provisions. Management estimates the transaction price on a payor-specific basis given its interpretation of the applicable regulations or contract terms. The services authorized and provided and related reimbursement are often subject to interpretation that could result in payments that differ from the Company’s estimates. Additionally, updated regulations and contract renegotiations occur frequently, necessitating regular review and assessment of the estimation process by management. Settlements with third-party payors are estimated and recorded in the period in which the related services are rendered and are adjusted in future periods as final settlements are determined. In the opinion of management, adequate provision has been made for any adjustments and final settlements. However, there can be no assurance that any such adjustments and final settlements will not have a material effect on the Company’s financial condition or results of operations. The Company’s receivables were $681,072, $337,074 and $176,011 at September 30, 2023, December 31, 2022 and December 31, 2021, respectively. Management believes that these receivables are properly stated and are not likely to be settled for a significantly different amount. The Company’s revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company derives its revenues from the sale of its services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its revenue transactions: i. identify the contract with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to performance obligations in the contract; and v. recognize revenue as the performance obligation is satisfied. |
Income taxes | m) Income taxes The Company accounts for income taxes under the provisions of ASC Topic 740, “Income Taxes”. ASC Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties accrued on unrecognized tax benefits within general and administrative expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction in general and administrative expenses in the period that such determination is made. The tax returns for fiscal 2019, through 2022 are subject to audit or review by the US tax authorities, whereas fiscal 2011 through 2022 are subject to audit or review by the Canadian tax authority. |
Net income per Share | n) Net income per Share Basic net income per share is computed on the basis of the weighted average number of common stock outstanding during the year. Diluted net income per share is computed on the basis of the weighted average number of common stock and common stock equivalents outstanding. Dilutive securities having an anti-dilutive effect on diluted net income per share are excluded from the calculation. Dilution is computed by applying the treasury stock method for options and warrants. Under this method, “in-the money” options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Dilution is computed by applying the if-converted method for convertible preferred stocks. Under this method, convertible preferred stock is assumed to be converted at the beginning of the period (or at the time of issuance, if later), and preferred dividends (if any) will be added back to determine income applicable to common stock. The shares issuable upon conversion will be added to weighted average number of common stock outstanding. Conversion will be assumed only if it reduces earnings per share (or increases loss per share). |
Stock based compensation | o) Stock based compensation Stock based compensation cost is measured at the grant date, based on the estimated fair value of the award and is recognized as expense over the employee’s requisite service period or vesting period on a straight-line basis. Share-based compensation expense recognized in the consolidated statements of operations for the nine months ended September 30, 2023 and 2022 is based on awards ultimately expected to vest and has been reduced for estimated forfeitures. This estimate will be revised in subsequent periods if actual forfeitures differ from those estimates. We have no awards with performance conditions and no awards dependent on market conditions. There were no stock -based compensation awards that vested during the nine months ended September 30, 2023 and 2022 and there was no stock based compensation recorded in the unaudited condensed consolidated financial statements. |
Financial instruments risks | p) 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 dates, September 30, 2023 and December 31, 2022. 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 accounts receivable is mitigated as only a percentage of the revenue billed to health insurance companies is recognized as income until such time as the actual funds are collected. The revenue is concentrated amongst several health insurance companies located in the US. In the opinion of management, credit risk with respect to accounts receivable is assessed as low. 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 approximately $6.9 million, and an accumulated deficit of approximately $42.0 million. The Company is 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 that of the prior year. iii. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risk: interest rate risk, currency risk, and other price risk. The Company is exposed to interest rate risk. a. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its convertible debt, short term loans, third party loans and government assistance loans as of September 30, 2023. In the opinion of management, interest rate risk is assessed as moderate. b. 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 no longer subject to currency risk as it has disposed of its subsidiaries that operated in Canada. c. Other price risk Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. In the opinion of management, the Company is not exposed to this risk and remains unchanged from the prior year. |
Allowance for credit losses | q) Allowance for credit losses The Company recognizes revenue based on historical collections received from healthcare providers, recognizing only a percentage of revenues actually billed. Effectively recognizing revenue net of any expected billing differentials. Based on the Company’s collection experience, the percentage of revenue recognized is adjusted on a periodic basis, thereby taking into account expected credit losses in the revenue recognition process. The revenue we recognize is already net of expected credit losses. We constantly evaluate our collections experience and consider the market conditions and current economic developments facing the Company’s operations . We have not experienced significantly different collections to revenues we have recognized and we have not seen any deterioration in the payment patterns from the healthcare providers that the Company works with, we cannot predict with any certainty that the payment patterns the Company experiences may change and we may be required to adjust the percentage of revenue recognized. |
Recent accounting pronouncements | r) Recent accounting pronouncements The Financial Accounting Standards Board (“FASB”) issued additional updates during the nine months ended September 30, 2023. None of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
Disposal of subsidiary (Tables)
Disposal of subsidiary (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Other Assets and Liabilities Disposed | Schedule of Other Assets and Liabilities Disposed Net book value Assets Other receivable $ 12,015 Property and equipment 2,420,499 2,432,514 Liabilities Accounts payable and accrued liabilities (196,859 ) Government assistance loans (45,317 ) Mortgage loan (3,525,223 ) (3,767,399 ) Disposal of subsidiary to related party – recorded as additional paid in capital $ (1,334,885 ) |
Property and equipment (Tables)
Property and equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property purchase and subsequent | Property purchase and subsequent Amount Purchase of 950 Evernia Street property Purchase price $ 5,500,000 Fees and expenses related to property purchase 109,276 Total acquisition cost 5,609,276 Proceeds on sale 8,500,000 Fees and expenses related to disposal of the property (406,552 ) Net proceeds on disposal of property 8,093,448 Gain on sale of property $ 2,484,172 |
Schedule of sale of property | Schedule of sale of property September 30, December 31, 2022 Useful lives Cost Accumulated depreciation Net book value Net book value Land Indefinite $ — $ — $ — $ 158,742 Property 25 years — — — 2,310,448 Leasehold improvements Life of lease 456,547 (76,676 ) 379,871 373,320 Furniture and fittings 6 years 149,260 (41,234 ) 108,026 92,941 Vehicles 5 years 55,949 (26,263 ) 29,686 38,079 Computer equipment 3 years 7,525 (1,409 ) 6,116 865 $ 669,281 $ (145,582 ) $ 523,699 $ 2,974,395 |
Intangibles (Tables)
Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible assets | Schedule of Intangible assets Useful September 30, December 31, 2022 Cost Accumulated amortization Net book value Net book value Health care Provider license 5 years $ 1,789,903 $ (805,456 ) $ 984,447 $ 1,252,932 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Schedule of Right of use assets | Schedule of Right of use assets September 30, December 31, Non-current assets Right-of-use assets – finance leases, net of depreciation, included in Property and equipment $ 26,937 $ 38,079 Right-of-use assets - operating leases, net of amortization $ 9,331,261 $ 1,393,071 |
Schedule of finance and operating lease | Schedule of finance and operating lease Nine months ended September 30, 2023 2022 Finance lease cost: Amortization of right-of-use assets $ 8,392 $ 8,392 Interest expense on finance lease liabilities 1,504 1,880 9,896 10,272 Operating lease cost $ 446,189 $ 194,086 Lease cost $ 456,085 $ 204,358 |
Schedule of Other lease | Schedule of Other lease Nine months ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ (1,504 ) $ (1,880 ) Operating cash flows from operating leases (446,189 ) (199,539 ) Financing cash flows from finance leases (5,868 ) (5,492 ) Cash paid for amounts included in the measurement of lease liabilities $ (453,361 ) $ (204,479 ) Weighted average lease term – finance leases 3 years and 2 months 4 years and 1 months Weighted average remaining lease term – operating leases 19 years and 11 months 4 years and 4 months Discount rate – finance leases 6.60 % 6.61 % Discount rate – operating leases 7.70 % 4.64 % |
Schedule of Finance lease liability | Schedule of Finance lease liability Amount Remainder of 2023 $ 2,457 2024 9,829 2025 9,829 2026 6,195 2027 1,707 30,017 Imputed interest (3,080 ) Total finance lease liability $ 26,937 Disclosed as: Current portion $ 8,289 Non-Current portion 18,648 Lease liability $ 26,937 |
Schedule of Operating lease liability | Schedule of Operating lease liability Amount Remainder of 2023 $ 249,333 2024 754,857 2025 775,615 2026 796,945 2027 818,861 16,200,042 Total undiscounted minimum future lease payments 19,595,653 Imputed interest (10,223,673 ) Total operating lease liability $ 9,371,980 Disclosed as: Current portion $ 32,753 Non-Current portion 9,339,227 Lease liability $ 9,371,980 |
Short-term Convertible Notes (T
Short-term Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of short-term convertible notes | Schedule of short-term convertible notes Interest rate Maturity Date Principal Interest September 30, 2023 December 31, 2022 Leonite Capital, LLC 12.0 % On Demand $ — $ — $ — $ 184,749 Leonite Fund I, LP Variable On Demand — — — 720,830 Auctus Fund, LLC 0.0 % On Demand 70,000 — 70,000 80,000 Labrys Fund, LP 12.0 % On Demand — — — 8,826 Ed Blasiak 6.5 % On Demand — — — 63,322 Joshua Bauman 11.0 % October 21, 2022 — — — 169,710 10.0 % August 9, 2023 150,000 2,131 152,131 — Series N convertible notes 6.0 % On Demand 3,229,000 957,078 4,186,078 4,041,813 $ 3,449,000 $ 959,209 $ 4,408,209 $ 5,269,250 |
Mortgage loans (Tables)
Mortgage loans (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Mortgage Loans | |
Schedule of mortgage loans | Schedule of mortgage loans Interest rate Maturity date Principal Outstanding Accrued interest September 30, 2023 December 31, 2022 Cranberry Cove Holdings, Ltd. Pace Mortgage 4.2 % $ — $ — $ — $ 3,504,605 Disclosed as follows: Short-term portion $ — $ 3,504,605 |
Related party payables (Tables)
Related party payables (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related party payable | Schedule of Related party payable September 30, December 31, 2023 2022 Due to related parties Shawn E. Leon $ 124,445 $ 411,611 Leon Developments Ltd. 1,092,701 850,657 Eileen Greene 1,452,862 1,451,610 Total related party payables $ 2,670,008 $ 2,713,878 |
Stockholder_s deficit (Tables)
Stockholder’s deficit (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Share-Based Payment Arrangement, Performance Shares, Activity | Share-Based Payment Arrangement, Performance Shares, Activity Nine months ended September 30, 2023 Exercise price $ 0.001 Risk free interest rate 4.31 4.87 % Expected life of options 2 4 Expected volatility of underlying stock 205.5 243.0 % Expected dividend rate 0 % |
Schedule of warrants outstanding | Schedule of warrants outstanding No. of shares Exercise price Weighted Outstanding as of January 1, 2022 623,777,506 $ 0.000675 0.12 $ 0.0052875 Granted — — — Forfeited/cancelled (20,925,000 ) $ 0.12 0.12 Exercised — — — Outstanding as of December 31, 2022 602,852,506 $ 0.000675 0.00205 $ 0.001306 Granted 745,810,761 $ 0.001 0.001 Forfeited/cancelled (326,286,847 ) $ 0.000675 0.000675 Exercised — — — Outstanding as of September 30, 2023 1,022,376,420 $ 0.001 0.00205 $ 0.0012840 |
Schedule of assumption | Schedule of assumption Warrants outstanding Warrants exercisable Exercise price No. of shares Weighted average remaining years Weighted average exercise price No. of shares Weighted average exercise price $0.001 745,810,761 3.75 745,810,761 $0.002050 276,565,659 2.27 276,565,659 1,022,376,420 3.35 $ 0.001284 1,022,376,420 $ 0.001284 |
Segment information (Tables)
Segment information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Schedule of segment information Nine months ended September 30, 2023 Rental In-Patient Total Revenue $ 180,522 $ 4,039,382 $ 4,219,904 Operating expenses 245,528 3,833,676 4,079,204 Operating (loss) income (65,006 ) 205,706 140,700 Other (expense) income Forgiveness of intercompany loan 3,481,332 (3,481,332 ) — Other income — 449 449 Penalty on convertible notes — (34,688 ) (34,688 ) Extension fee on property purchase — (130,000 ) (130,000 ) Gain on disposal of property — 2,484,172 2,484,172 Loss on debt extinguishment — (277,175 ) (277,175 ) Interest expense (95,464 ) (286,984 ) (382,448 ) Amortization of debt discount — (238,304 ) (238,304 ) Foreign exchange movements (81,033 ) (3,115 ) (84,148 ) Net income (loss) before taxes 3,239,829 (1,761,271 ) 1,478,558 Taxes — 221,107 221,107 Net income (loss) $ 3,239,829 $ (1,540,164 ) $ 1,699,665 The operating assets and liabilities of the reportable segments is as follows: September 30, 2023 Rental In-Patient Total Purchase of fixed assets $ (43,611 ) $ 5,287,622 $ 5,244,011 Assets Current assets — 794,521 794,521 Non-current assets — 11,213,407 11,213,407 Liabilities Current liabilities — (7,713,189 ) (7,713,189 ) Non-current liabilities — (9,801,769 ) (9,801,769 ) Net liability position $ — $ (5,507,030 ) $ (5,507,030 ) The segment operating results of the reportable segments is disclosed as follows: Nine months ended September 30, 2022 Rental In-Patient Total Revenue $ 292,303 $ 3,297,387 $ 3,586,290 Operating expenses (99,515 ) (3,105,091 ) (3,204,606 ) Operating income 192,788 188,896 381,684 Other (expense) income Other income — 10,018 10,018 Forgiveness of government assistance loan — 104,368 104,368 Interest expense (156,297 ) (210,880 ) (367,177 ) Amortization of debt discount — (551,738 ) (551,738 ) Derivative liability movement — 175,593 175,593 Foreign exchange movements 116,635 385,715 502,350 Net income before taxes 153,126 101,972 255,098 Taxes — (87,615 ) (87,615 ) Net Income $ 153,126 $ 14,357 $ 167,483 The operating assets and liabilities of the reportable segments is as follows: September 30, 2022 Rental In-Patient Total Purchase of fixed assets $ — $ 285,103 $ 285,103 Assets Current assets 7,972 952,223 960,195 Non-current assets 2,469,499 3,299,226 5,768,725 Liabilities Current liabilities (4,974,475 ) (9,047,232 ) (14,021,707 ) Non-current liabilities (603,557 ) (1,523,795 ) (2,127,352 ) Mandatory redeemable preferred shares — (400,000 ) (400,000 ) Intercompany balances (1,263,485 ) 1,263,485 — Net liability position $ (4,364,046 ) $ (8,131,754 ) $ (9,820,139 ) |
Net income per common share (Ta
Net income per common share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income per share | |
Schedule of Earnings Per Share, Basic and Diluted | Schedule of Earnings Per Share, Basic and Diluted Number of Per share Amount shares amount Basic earnings per share Net income per share available for common stockholders $ 2,076,479 3,729,053,805 $ 0.00 Effect of dilutive securities Convertible debt 50,964 202,325,970 Diluted earnings per share Net income per share available for common stockholders $ 2,127,443 3,931,379,775 $ 0.00 For the three months ended September 30, 2022, the computation of basic and diluted earnings per share is calculated as follows: Number of Per share Amount shares amount Basic earnings per share Net income per share available for common stockholders $ 458,713 3,729,053,805 $ 0.00 Effect of dilutive securities Convertible debt 163,565 547,490,575 Diluted earnings per share Net income per share available for common stockholders $ 622,278 4,276,544,380 $ 0.00 For the nine months ended September 30, 2023, the computation of basic and diluted earnings per share is calculated as follows: Number of Per share Amount shares amount Basic earnings per share Net income per share available for common stockholders $ 1,524,534 3,729,053,805 $ 0.00 Effect of dilutive securities Convertible debt 146,395 202,325,970 Diluted earnings per share Net income per share available for common stockholders $ 1,670,929 3,931,379,775 $ 0.00 Number of Per share Amount shares amount Basic earnings per share Net income per share available for common stockholders $ 41,135 3,693,636,223 $ 0.00 Effect of dilutive securities Convertible debt 230,724 547,490,575 Diluted earnings per share Net income per share available for common stockholders $ 271,859 4,244,126,798 $ 0.00 |
Summary of significant accoun_3
Summary of significant accounting policies (Details Narrative) | Sep. 30, 2023 USD ($) |
Accounting Policies [Abstract] | |
Cash insured | $ 250,000 |
Property and equipment (Details
Property and equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Purchase of 950 Evernia Street property | ||
Purchase price | $ 5,500,000 | |
Fees and expenses related to property purchase | 109,276 | |
Total acquisition cost | 5,609,276 | |
Proceeds on sale | 8,500,000 | |
Fees and expenses related to disposal of the property | (406,552) | |
Net proceeds on disposal of property | 8,093,448 | |
Gain on sale of property | $ 2,484,172 |
Property and equipment (Detai_2
Property and equipment (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 669,281 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (145,582) | |
Property, Plant and Equipment, Net | $ 523,699 | $ 2,974,395 |
[custom:PropertyPlantAndEquipmentNet1-0] | 2,974,395 | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | Indefinite | |
Property, Plant and Equipment, Gross | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | ||
Property, Plant and Equipment, Net | 158,742 | |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 25 years | |
Property, Plant and Equipment, Gross | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | ||
Property, Plant and Equipment, Net | 2,310,448 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | Life of lease | |
Property, Plant and Equipment, Gross | $ 456,547 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (76,676) | |
Property, Plant and Equipment, Net | $ 379,871 | 373,320 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 6 years | |
Property, Plant and Equipment, Gross | $ 149,260 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (41,234) | |
Property, Plant and Equipment, Net | $ 108,026 | 92,941 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
Property, Plant and Equipment, Gross | $ 55,949 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (26,263) | |
Property, Plant and Equipment, Net | $ 29,686 | 38,079 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 3 years | |
Property, Plant and Equipment, Gross | $ 7,525 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (1,409) | |
Property, Plant and Equipment, Net | $ 6,116 | $ 865 |
Property and equipment (Detai_3
Property and equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 20,690 | $ 47,113 | $ 119,773 | $ 134,366 |
Intangibles (Details)
Intangibles (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets useful lives | 5 years | |
Finite-Lived Intangible Assets, Gross | $ 1,789,903 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (805,456) | |
Finite-Lived Intangible Assets, Net | $ 984,447 | $ 1,252,932 |
Intangibles (Details Narrative)
Intangibles (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 89,495 | $ 89,495 | $ 268,485 | $ 268,485 |
Leases (Details)
Leases (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
Right-of-use assets – finance leases, net of depreciation, included in Property and equipment | $ 26,937 | $ 38,079 |
Right-of-use assets - operating leases, net of amortization | $ 9,331,261 | $ 1,393,071 |
Leases (Details 1)
Leases (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||
Amortization of right-of-use assets | $ 8,392 | $ 8,392 |
Interest expense on finance lease liabilities | 1,504 | 1,880 |
9,896 | 10,272 | |
Operating lease cost | 446,189 | 194,086 |
Lease cost | $ 456,085 | $ 204,358 |
Leases (Details 2)
Leases (Details 2) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||
Operating cash flows from finance leases | $ (1,504) | $ (1,880) |
Operating cash flows from operating leases | (446,189) | (199,539) |
Financing cash flows from finance leases | (5,868) | (5,492) |
Cash paid for amounts included in the measurement of lease liabilities | $ (453,361) | $ (204,479) |
[custom:WeightedAverageLeaseTermFinanceLeases] | 3 years and 2 months | 4 years and 1 months |
[custom:WeightedAverageRemainingLeaseTermOperatingLeases] | 19 years and 11 months | 4 years and 4 months |
[custom:DiscountRateFinanceLeases] | 6.60% | 6.61% |
[custom:DiscountRateOperatingLeases] | 7.70% | 4.64% |
Leases (Details 3)
Leases (Details 3) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
Remainder of 2023 | $ 2,457 | |
2024 | 9,829 | |
2025 | 9,829 | |
2026 | 6,195 | |
2027 | 1,707 | |
30,017 | ||
Imputed interest | (3,080) | |
Total finance lease liability | 26,937 | |
Current portion | 8,289 | $ 7,891 |
Non-Current portion | 18,648 | $ 24,952 |
Lease liability | $ 26,937 |
Leases (Details 4)
Leases (Details 4) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
Remainder of 2023 | $ 249,333 | |
2024 | 754,857 | |
2025 | 775,615 | |
2026 | 796,945 | |
2027 | 818,861 | |
16,200,042 | ||
Total undiscounted minimum future lease payments | 19,595,653 | |
Imputed interest | (10,223,673) | |
Total operating lease liability | 9,371,980 | |
Current portion | 32,753 | $ 287,017 |
Non-Current portion | 9,339,227 | $ 1,206,413 |
Lease liability | $ 9,371,980 |
Leases (Details Narrative)
Leases (Details Narrative) | Aug. 04, 2023 USD ($) |
Leases | |
Future minimum lease payments | $ 9,333,953 |
Short-term Convertible Notes (D
Short-term Convertible Notes (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Principal Amount | $ 3,449,000 | |
Interest Costs Capitalized | 959,209 | |
Short-term convertible notes | $ 4,408,209 | $ 5,269,250 |
Leonite Capital L L C [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 12% | |
Long-Term Debt, Maturities, Repayment Terms | On Demand | |
Principal Amount | ||
Interest Costs Capitalized | ||
Short-term convertible notes | 184,749 | |
Interest rate | 12% | |
Leonite Fund I L P [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Maturities, Repayment Terms | On Demand | |
Principal Amount | ||
Interest Costs Capitalized | ||
Short-term convertible notes | 720,830 | |
Auctus Fund L L C [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 0% | |
Long-Term Debt, Maturities, Repayment Terms | On Demand | |
Principal Amount | $ 70,000 | |
Interest Costs Capitalized | ||
Short-term convertible notes | $ 70,000 | 80,000 |
Interest rate | 0% | |
Labrys Fund L P [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 1,200% | |
Long-Term Debt, Maturities, Repayment Terms | On Demand | |
Principal Amount | ||
Interest Costs Capitalized | ||
Short-term convertible notes | 8,826 | |
Interest rate | 1,200% | |
Ed Blasiak [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 6.50% | |
Long-Term Debt, Maturities, Repayment Terms | On Demand | |
Principal Amount | ||
Interest Costs Capitalized | ||
Short-term convertible notes | 63,322 | |
Interest rate | 6.50% | |
Joshua Bauman [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 11% | |
Long-Term Debt, Maturities, Repayment Terms | October 21, 2022 | |
Principal Amount | ||
Interest Costs Capitalized | ||
Short-term convertible notes | 169,710 | |
Interest rate | 11% | |
Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 10% | |
Long-Term Debt, Maturities, Repayment Terms | August 9, 2023 | |
Principal Amount | $ 150,000 | |
Interest Costs Capitalized | 2,131 | |
Short-term convertible notes | $ 152,131 | |
Interest rate | 10% | |
Series N Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 6% | |
Principal Amount | $ 3,229,000 | |
Interest Costs Capitalized | 957,078 | |
Short-term convertible notes | $ 4,186,078 | $ 4,041,813 |
Interest rate | 6% | |
Series N Convertible [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Maturities, Repayment Terms | On Demand |
Mortgage loans (Details)
Mortgage loans (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.20% | |
Principal Amount Outstanding on Loans Securitized or Asset-Backed Financing Arrangement | ||
Debt Instrument, Increase, Accrued Interest | ||
Cranberry Cove Holdings Ltd [Member] | ||
Short-Term Debt [Line Items] | ||
Loans Payable | $ 3,504,605 | |
Loans Payable, Current | $ 3,504,605 |
Related party payables (Details
Related party payables (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Related party disclosure | $ 2,670,008 | $ 2,713,878 |
Shawan E Leon [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Related party disclosure | 124,445 | 411,611 |
Leon Developments Ltd [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Related party disclosure | 1,092,701 | 850,657 |
Eileen Greene [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Related party disclosure | $ 1,452,862 | $ 1,451,610 |
Stockholders deficit (Details)
Stockholders deficit (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares | |
Equity [Abstract] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.001 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 4.31% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 4.87% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 2 years |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term 1 | 4 years |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 205.50% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 243% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% |
Stockholders deficit (Details 1
Stockholders deficit (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance | 602,852,506 | 623,777,506 |
Exercise Price per share upper limit | $ 0.000675 | |
Exercise Price per share lower limit | 0.12 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.001306 | $ 0.0052875 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 745,810,761 | |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.001 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | (326,286,847) | (20,925,000) |
Forfeited per share | $ 0.12 | |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 0.000675 | $ 0.12 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | ||
Exercise Price per share upper limit ending balance | 0.000675 | |
Exercise Price per share Lower limit ending balance | 0.00205 | |
Forfeited Exercise Price per share | 0.001 | |
Exercise Price per share upper limit | $ 0.000675 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance | 1,022,376,420 | 602,852,506 |
Exercise Outstanding Price per share | $ 0.001 | |
Exercise Outstanding Price per share | 0.00205 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.0012840 | $ 0.001306 |
Stockholders deficit (Details 2
Stockholders deficit (Details 2) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of shares | 1,022,376,420 |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePriceTerm] | 3 years 9 months |
[custom:WarrantsExercisable] | 1,022,376,420 |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePriceTerm1] | 2 years 3 months 7 days |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePriceTerm2] | 3 years 4 months 6 days |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.001284 |
[custom:ClassOfWarrantOrRightExercisePriceOfWarrantsOrRightsExercisable] | $ / shares | $ 0.001284 |
Excercise 2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
[custom:WarrantsExercisable] | 276,565,659 |
Excercise 1 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of shares | 745,810,761 |
[custom:WarrantsExercisable] | 745,810,761 |
Excercise 2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of shares | 276,565,659 |
Segment information (Details)
Segment information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,353,899 | $ 1,424,943 | $ 4,219,904 | $ 3,586,290 |
Foreign exchange movements | $ 6,598 | $ 404,538 | (84,148) | 502,350 |
Rental Operations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 180,522 | 292,303 | ||
Operating expenses | 245,528 | (99,515) | ||
Operating income | (65,006) | 192,788 | ||
Forgiveness of government assistance loan | 3,481,332 | |||
Other income | ||||
Penalty on convertible notes | ||||
Extension fee on property purchase | ||||
Gain on disposal of property | ||||
Loss on debt extinguishment | ||||
Interest expense | (95,464) | (156,297) | ||
Amortization of debt discount | ||||
Foreign exchange movements | (81,033) | 116,635 | ||
Net income before taxes | 3,239,829 | 153,126 | ||
Taxes | ||||
Net Income | 3,239,829 | 153,126 | ||
Derivative liability movement | ||||
In Patient Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 4,039,382 | 3,297,387 | ||
Operating expenses | 3,833,676 | (3,105,091) | ||
Operating income | 205,706 | 188,896 | ||
Forgiveness of government assistance loan | (3,481,332) | 104,368 | ||
Other income | 449 | 10,018 | ||
Penalty on convertible notes | (34,688) | |||
Extension fee on property purchase | (130,000) | |||
Gain on disposal of property | 2,484,172 | |||
Loss on debt extinguishment | (277,175) | |||
Interest expense | (286,984) | (210,880) | ||
Amortization of debt discount | (238,304) | (551,738) | ||
Foreign exchange movements | (3,115) | 385,715 | ||
Net income before taxes | (1,761,271) | 101,972 | ||
Taxes | 221,107 | (87,615) | ||
Net Income | (1,540,164) | 14,357 | ||
Derivative liability movement | 175,593 | |||
Rental In Patient Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 4,219,904 | 3,586,290 | ||
Operating expenses | 4,079,204 | (3,204,606) | ||
Operating income | 140,700 | 381,684 | ||
Forgiveness of government assistance loan | 104,368 | |||
Other income | 449 | 10,018 | ||
Penalty on convertible notes | (34,688) | |||
Extension fee on property purchase | (130,000) | |||
Gain on disposal of property | 2,484,172 | |||
Loss on debt extinguishment | (277,175) | |||
Interest expense | (382,448) | (367,177) | ||
Amortization of debt discount | (238,304) | (551,738) | ||
Foreign exchange movements | (84,148) | 502,350 | ||
Net income before taxes | 1,478,558 | 255,098 | ||
Taxes | 221,107 | (87,615) | ||
Net Income | $ 1,699,665 | 167,483 | ||
Derivative liability movement | $ 175,593 |
Segment information (Details 1)
Segment information (Details 1) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Assets | |||
Current assets | $ 794,521 | $ 542,896 | |
Non-current assets | 11,213,407 | 6,020,398 | |
Current liabilities | (7,713,189) | (13,289,131) | |
Non-current liabilities | (9,801,769) | $ (2,106,706) | |
Rental Operations [Member] | |||
Segment Reporting Information [Line Items] | |||
Purchase of fixed assets | (43,611) | ||
Assets | |||
Current assets | $ 7,972 | ||
Non-current assets | 2,469,499 | ||
Current liabilities | (4,974,475) | ||
Non-current liabilities | (603,557) | ||
Net liability position | (4,364,046) | ||
Purchase of fixed assets | |||
Mandatory redeemable preferred shares | |||
Intercompany balances | (1,263,485) | ||
In Patient Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Purchase of fixed assets | 5,287,622 | ||
Assets | |||
Current assets | 794,521 | 952,223 | |
Non-current assets | 11,213,407 | 3,299,226 | |
Current liabilities | (7,713,189) | (9,047,232) | |
Non-current liabilities | (9,801,769) | (1,523,795) | |
Net liability position | (5,507,030) | (8,131,754) | |
Purchase of fixed assets | 285,103 | ||
Mandatory redeemable preferred shares | (400,000) | ||
Intercompany balances | 1,263,485 | ||
Rental In Patient Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Purchase of fixed assets | 5,244,011 | ||
Assets | |||
Current assets | 794,521 | 960,195 | |
Non-current assets | 11,213,407 | 5,768,725 | |
Current liabilities | (7,713,189) | (14,021,707) | |
Non-current liabilities | (9,801,769) | (2,127,352) | |
Net liability position | $ (5,507,030) | (9,820,139) | |
Purchase of fixed assets | 285,103 | ||
Mandatory redeemable preferred shares | (400,000) | ||
Intercompany balances |
Net income (loss) per common sh
Net income (loss) per common share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Basic earnings per share | ||||
Net income per share available for common stockholders Amount | $ 2,076,479 | $ 458,713 | $ 1,524,534 | $ 41,135 |
Net income per share available for common stockholders Shares | 3,729,053,805 | 3,729,053,805 | 3,729,053,805 | 3,693,636,223 |
Net income per share available for common stockholders Per share | $ 0 | $ 0 | $ 0 | $ 0 |
Convertible debt Amount | $ 50,964 | $ 163,565 | $ 146,395 | $ 230,724 |
Convertible debt Shares | 202,325,970 | 547,490,575 | 202,325,970 | 547,490,575 |
Diluted earnings per share | ||||
Net income per share available for common stockholders Diluted Amount | $ 2,127,443 | $ 622,278 | $ 1,670,929 | $ 271,859 |
Net income per share available for common stockholders diluted Shares | 3,931,379,775 | 4,276,544,380 | 3,931,379,775 | 4,244,126,798 |
Net income per share available for common stockholders Diluted Per Shares | $ 0 | $ 0 | $ 0 | $ 0 |