Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Mar. 19, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Greenestone Healthcare Corp. | ' |
Entity Central Index Key | '0000792935 | ' |
Document Type | '10-K | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Public Float | ' | $9,518,000 |
Entity Common Stock, Shares Outstanding | ' | 35,065,245 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2013 | ' |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash | ' | $0 |
Accounts receivable | 440,918 | 380,043 |
Prepaid expenses | 109,854 | 111,214 |
Inventory | 12,548 | 16,169 |
Total Current Assets | 563,320 | 507,426 |
Cash - Restricted | 94,020 | ' |
FIXED ASSETS | 536,124 | 617,567 |
Total Assets | 1,193,464 | 1,124,993 |
CURRENT LIABILITIES | ' | ' |
Bank indebtedness | 126,073 | 70,803 |
Accounts payable and accrued liabilities | 703,918 | 863,858 |
Harmonized sales tax payable | 594,120 | 313,295 |
Withholding taxes payable | 1,796,655 | 1,039,756 |
Deferred revenue | 107,477 | 215,793 |
Convertible notes payable | 246,612 | 1,820,713 |
Current portion of auto loan payable | 7,953 | 8,129 |
Short-Term loan | 64,541 | ' |
Related party notes | 622,356 | 190,484 |
Total Current Liabilities | 4,269,705 | 4,522,831 |
LOAN PAYABLE | 28,452 | 38,917 |
Total Liabilities | 4,298,157 | 4,561,748 |
STOCKHOLDERS' DEFICIT | ' | ' |
Common stock; $0.01 par value, 500,000,000 shares authorized; 41,065,564 shares issued and outstanding (note 12) | 410,656 | 272,343 |
Additional paid-in capital | 8,155,474 | 6,642,530 |
Accumulated other comprehensive income (loss) | 264,135 | -47,726 |
Accumulated deficit | -11,934,958 | -10,303,902 |
Total Stockholders' Deficit | -3,104,693 | -3,436,755 |
Total Liabilities and Stockholders' Deficit | $1,193,464 | $1,124,993 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Mar. 26, 2013 | Mar. 25, 2013 | Dec. 31, 2012 | Jul. 01, 2012 | Jun. 30, 2012 |
Statement of Financial Position [Abstract] | ' | ' | ' | ' | ' | ' |
Common Stock, Par Value | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 100,000,000 | 500,000,000 | 100,000,000 | 50,000,000 |
Common Stock, Shares Issued | 41,065,564 | ' | ' | 27,234,279 | ' | ' |
Common Stock, Shares Outstanding | 41,065,564 | ' | ' | 27,234,279 | ' | ' |
Shareholders_Equity
Shareholders Equity (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Beginning Balance, Value at Dec. 31, 2011 | $135,216 | $5,716,666 | $21,718 | ($8,819,549) | ($2,945,949) |
Beginning Balance, Shares at Dec. 31, 2011 | 13,521,568 | ' | ' | ' | ' |
Common stock issued for convertible note, Shares | 13,712,711 | ' | ' | ' | ' |
Common stock issued for convertible note, Value | 137,127 | 925,864 | ' | ' | 1,062,991 |
Foreign currency translation | ' | ' | -69,444 | ' | -69,444 |
Net loss | ' | ' | ' | -1,484,353 | -1,484,353 |
Ending Balance, Value at Dec. 31, 2012 | 272,343 | 6,642,530 | -47,726 | -10,303,902 | -3,436,755 |
Ending Balance, Shares at Dec. 31, 2012 | 27,234,279 | ' | ' | ' | ' |
Common stock issued for convertible note, Shares | 13,831,285 | ' | ' | ' | 12,331,285 |
Common stock issued for convertible note, Value | 138,313 | 1,512,944 | ' | ' | 1,651,257 |
Foreign currency translation | ' | ' | 311,861 | ' | 311,861 |
Net loss | ' | ' | ' | -1,631,056 | -1,631,056 |
Ending Balance, Value at Dec. 31, 2013 | $410,656 | $8,155,474 | $264,135 | ($11,934,958) | ($3,104,693) |
Ending Balance, Shares at Dec. 31, 2013 | 41,065,564 | ' | ' | ' | ' |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | ' | ' |
Revenues | $5,962,304 | $5,540,909 |
Cost of services provided | 1,256,483 | 1,050,002 |
Gross margin | 4,705,821 | 4,490,907 |
Operating expenses | ' | ' |
Continuing education | ' | 25,739 |
Depreciation | 183,260 | 223,984 |
General and administrative | 601,863 | 546,563 |
Interest | 397,298 | 214,207 |
Management fees | 233,016 | 179,924 |
Meals and entertainment | 1,830 | 3,385 |
Medical records | ' | 132,253 |
Professional fees | 402,995 | 128,578 |
Rent | 1,016,387 | 847,558 |
Salaries and wages | 3,118,718 | 3,410,659 |
Subcontract fees | ' | 42,890 |
Supplies | 339,029 | 181,590 |
Travel | 42,481 | 37,930 |
Total operating expenses | 6,336,877 | 5,975,260 |
Net loss applicable to common shareholders | -1,631,056 | -1,484,353 |
Other comprehensive income ( loss ) | ' | ' |
Foreign currency translation adjustment | 311,861 | -69,444 |
Total comprehensive loss | ($1,319,195) | ($1,553,797) |
Basic and diluted loss per common share | ($0.05) | ($0.08) |
Weighted average shares outstanding | 33,588,851 | 19,453,717 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating activities | ' | ' |
Net loss | ($1,631,056) | ($1,484,353) |
Adjustment to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 183,260 | 223,984 |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities | -1,447,796 | -1,260,369 |
Changes in operating assets and liabilities | ' | ' |
Accounts receivable | -60,875 | -191,620 |
Harmonized sales tax | 280,825 | 319,228 |
Prepaid expenses | 1,360 | -27,490 |
Inventory | 3,621 | -4,385 |
Accounts payable and accrued liabilities | -159,940 | 231,361 |
Withholding taxes payable | 756,899 | 769,638 |
Deferred revenue | -108,318 | 99,101 |
Net cash provided by (used in) operating activities | -734,222 | -64,536 |
Investing activities | ' | ' |
Purchase of fixed assets | -101,818 | -200,499 |
Net cash provided by (used in) investing activities | -101,818 | -200,499 |
Financing activities | ' | ' |
Net increase in restricted cash | -94,020 | ' |
Proceeds from bank indebtedness | 55,270 | 42,522 |
Proceeds of loan payable | 53,900 | 47,046 |
Proceeds from related party notes | 531,708 | 68,397 |
Repayment of related party notes | -99,834 | -139,215 |
Proceeds from issuance of common stock | 9,044 | 38,473 |
Net Proceeds from additional paid-in capital | 68,111 | 346,256 |
Net cash provided by (used in) financing activities | 524,179 | 334,479 |
Effect of exchange rate on cash | 311,861 | -69,444 |
Net change in cash | 0 | ' |
Beginning cash balance (deficiency) | 0 | ' |
Ending cash balance ( Including restricted ) | 0 | ' |
Supplemental cash flow information | ' | ' |
Cash paid for interest | 397,298 | 214,207 |
Cash paid for income taxes | ' | ' |
1_Nature_of_business
1. Nature of business | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
1. Nature of business | ' |
1. Nature of business | |
GreeneStone Healthcare Corporation (the “Company”) was incorporated under the laws of the state of Colorado, USA, on April 1, 1993. Effective May 2012, the Company changed its corporate name to GreeneStone Healthcare Corporation from Nova Natural Resources Corporation. As at December 31, 2013, the Company owns 100% of the outstanding shares of each of 1816191 Ontario Limited and Greenestone Clinic Muskoka Inc., both of which were incorporated in 2010 under the laws of the province of Ontario, Canada. 1816191 Ontario Limited and Greenestone Clinic Muskoka Inc. provide medical services to various patients in clinics located in two regions in Ontario, Canada; the city of Toronto and the regional municipality of Muskoka. These consolidated interim financial statements have been prepared in accordance with United States generally accepted accounting principles ("US GAAP"). |
2_Going_concern
2. Going concern | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
2. Going concern | ' |
2. Going concern | |
The Company’s consolidated interim financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. As at December 31, 2013 the Company has a working capital deficiency of $3,706,385 ( 2012 : $4,015,405 ) and accumulated deficit of $11,934,958 ( 2012: 10,303,902 ). Accordingly, the Company will be dependent upon the raising of additional capital through placement of common shares, and, or debt financing in order to implement its business plan. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These consolidated interim financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. |
3_Significant_accounting_polic
3. Significant accounting policies | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
3. Significant accounting policies | ' | ||
3. Significant accounting policies | |||
The accounting policies of the Company are in accordance with US GAAP applied on a basis consistent with that of the preceding year. Outlined below are those policies considered particularly significant. | |||
a) Principals of consolidation | |||
The accompanying consolidated interim financial statements include the accounts of the Company, its two subsidiaries, as noted in note 1. All inter-company transactions and balances have been eliminated on consolidation. | |||
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: | |||
i) | Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. | ||
ii) | Equity at historical rates. | ||
iii) | Revenue and expense items at the average rate of exchange prevailing during the period. | ||
Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ deficit as a component of accumulated other comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). | |||
For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period. | |||
b) Revenue recognition | |||
The Company recognizes revenue from the rendering of services when they are earned; specifically when all of the following conditions are met: | |||
· | the significant risks and rewards of ownership are transferred to customers and the Company retains neither continuing involvement nor effective control; | ||
· | there is clear evidence that an arrangement exists; | ||
· | the amount of revenue and related costs can be measured reliably; and | ||
· | it is probable that the economic benefits associated with the transaction will flow to the Company. | ||
In particular, the Company recognizes: | |||
· | Fees for gastrointestinal clinical services, out-patient counseling, coaching, intervention, psychological assessments and other related services when patients receive the service; and | ||
· | Fees for in-patient addiction treatments proportionately over the term of the patient’s treatment. | ||
Deferred revenue represents monies deposited by the patients for future services to be provided by the Company. Such monies will be recognized into revenue as the patient progresses through their treatment term. | |||
c) Use of estimates | |||
The preparation of consolidated interim financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the recognition, measurement and disclosure of amounts reported in the consolidated interim financial statements and accompanying notes. The reported amounts, including depreciation, allowance for doubtful accounts, inventory, accounts payable and accrued liabilities and note disclosures are determined using management's best estimates based on assumptions that reflect the most probable set of economic conditions and planned courses of action. Actual results will differ from such estimates. | |||
d) Non-monetary transactions | |||
The Company’s policy is to measure an asset exchanged or transferred in a non-monetary transaction at the more reliable measurement of the fair value of the asset given up and the fair value of the asset received, unless: | |||
i) | The transaction lacks commercial substance; | ||
ii) | The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange; | ||
iii) | Neither the fair value of the asset received nor the fair value of the asset given up is reliably measurable; or | ||
iv) | The transaction is a non-monetary, non-reciprocal transfer to owners that represents a spin-off or other form of restructuring or liquidation. | ||
e) Cash | |||
The Company's policy is to disclose bank balances under cash, including bank overdrafts with balances that fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition. | |||
The Company has $94,020 in restricted cash held by their bank to cover against the possibility of services not performed. | |||
f) Accounts receivable | |||
The Company's policy is to disclose accounts receivable net of a reserve for doubtful accounts. | |||
g) Inventory | |||
Inventory is valued at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. | |||
h) Financial instruments | |||
The Company initially measures its financial assets and liabilities at fair value, except for certain non-arm's length transactions. The Company subsequently measures all its financial assets and financial liabilities at amortized cost. | |||
Financial assets measured at amortized cost include cash and accounts receivable. | |||
Financial liabilities measured at amortized cost include bank indebtedness, accounts payable and accrued liabilities, harmonized sales tax payable, withholding taxes payable, convertible notes payable, loan payable, short term loan and related party notes. | |||
Financial assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write-down is recognized in net income. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously. The amount of the reversal is recognized in net income. The Company recognizes its transaction costs in net income in the period incurred. However, financial instruments that will not be subsequently measured at fair value are adjusted by the transaction costs that are directly attributable to their origination, issuance or assumption. | |||
FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |||
Level 1. | Observable inputs such as quoted prices in active markets; | ||
Level 2. | Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | ||
Level 3. | Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. | ||
The Company does not have assets or liabilities measured at fair value on a recurring basis at December 31, 2013 and December 31, 2012. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis during the twelve month period ended December 31, 2013 and December 31, 2012. | |||
i) Fixed assets | |||
Fixed assets are recorded at cost. Depreciation is calculated on the declining balance method at the following annual rates: | |||
Computer Equipment | 30% | ||
Computer Software | 100% | ||
Furniture and Equipment | 30% | ||
Medical Equipment | 25% | ||
Vehicles | 30% | ||
Leasehold improvements are depreciated using the straight-line method over the term of the lease. Half rates are used for all fixed assets in the year of acquisition. Leasehold improvements - work in process are not amortized until fully completed and in use. | |||
j) Leases | |||
Leases are classified as either capital or operating leases. Leases that transfer substantially all of the benefits and inherent risks of ownership of property to the Company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing. Equipment recorded under capital leases is amortized on the same basis as described above. Payments under operating leases are expensed as incurred. | |||
k) Income taxes | |||
The Company uses the future income tax method to account for income taxes. Under this method, future income tax assets and liabilities are determined based on the difference between the carrying value and the tax basis of the assets and liabilities. Any change in the net amount of future income tax assets and liabilities is included in income. Future income tax assets and liabilities are determined based on enacted or substantively enacted tax rates and laws which are expected to apply to the Company's taxable income for the periods in which the assets and liabilities will be recovered. Future income tax assets are recognized when it is more likely than not that they will be realized. | |||
l) Earnings per share information | |||
FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share was the same, at the reporting dates, as there were no common share equivalents outstanding. | |||
m) Share based expenses | |||
ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments awarded to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights that may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity. | |||
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date. |
4_Recently_adopted_accounting_
4. Recently adopted accounting pronouncements | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Changes and Error Corrections [Abstract] | ' |
4. Recently adopted accounting pronouncements | ' |
4. Recently adopted accounting pronouncements | |
In December 2011 the Financial Accounting Standards Board “FASB” issued new guidance on the disclosures about offsetting assets and liabilities. The new guidance enhances disclosures required by US GAAP by requiring improved information about financial instruments and derivative instruments. The new guidance is to be adopted for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods. The new guidance is to be retrospectively applied for all comparative periods presented. The Company has reviewed and adopted this guidance. The Company has concluded that the result of adopting of this guidance does not have a material impact on the consolidated interim and annual financial statements. |
5_Financial_instruments
5. Financial instruments | 12 Months Ended |
Dec. 31, 2013 | |
Investments, All Other Investments [Abstract] | ' |
5. Financial instruments | ' |
5. Financial instruments | |
The Company is exposed to various risks through its financial instruments. The following analysis provides a measure of the Company's risk exposure and concentrations at the balance sheet date, December 31, 2013. | |
(a) 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. | |
With respect to accounts receivable of $440,918 (December 31, 2012: $380,043), the Company receives most of its revenues in 1816191 Ontario Inc. from the Ontario Ministry of Health and Long-Term Care, a provincially regulated program (note 6). The Company performs frequent reviews of billing reports submitted to the Ontario Ministry of Health and Long-Term Care, to ensure accuracy and filing on a timely basis. Allowances are provided for potential losses that have been incurred at the balance sheet date. | |
Credit risk associated with accounts receivable of Greenestone Clinic Muskoka Inc. is mitigated due to balances from many customers, as well as through credit checks and frequent reviews of receivables to ensure timely collection. In addition, there is no concentration risk with the Greenestone Clinic Muskoka Inc. accounts receivable balance since balances are due from many customers. | |
In the opinion of management, credit risk with respect to accounts receivable is assessed as low, not material and remains unchanged from the prior year. | |
(b) Liquidity risk | |
Liquidity risk is the risk the Company will not be able to meet its financial obligations as they fall due. The Company is exposed to liquidity risk through its working capital deficiency of $3,706,385 and accumulated deficit of $11,934,958. As disclosed in note 2, the Company will be dependent upon the raising of additional capital in order to implement its business plan. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. In the opinion of management, liquidity risk is assessed as high, material and remains unchanged from the prior year. | |
In the opinion of management, liquidity risk associated with bank indebtedness of $ 126,073 (December 31, 2012: $70,803) is assessed as low. The Company ensures that financial liabilities are placed with two financial institutions both with a high credit rating in order to mitigate the risk. | |
(c) 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 and currency risk. | |
i. 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 bank indebtedness as there is a balance of $126,073 at December 31, 2013. This liability is based on floating rates of interest that have been stable during the current reporting period. In the opinion of management, interest rate risk is assessed as low, not material and remains unchanged from the prior year. | |
ii. Currency risk | |
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is subject to currency risk as its subsidiaries operate in Canada and are subject to fluctuations in the Canadian dollar. Most of the Company’s financial assets and liabilities are denominated in Canadian dollars. Based on the net exposures at December 31, 2013, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $80,000 increase or decrease in the Company’s after-tax net loss, respectively. The Company has not entered into any hedging agreements to mediate this risk. In the opinion of management, currency risk is assessed as low, material and remains unchanged from the prior year. | |
iii. 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. |
6_Accounts_receivable
6. Accounts receivable | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Receivables [Abstract] | ' | ||||||||
6. Accounts receivable | ' | ||||||||
6. Accounts receivable | |||||||||
The consolidated accounts receivable balance consists primarily of amounts due from the following parties: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
The Ontario Ministry of Health and Long-Term Care | $ | 246,415 | $ | 181,129 | |||||
Treatment program | 134,291 | 115,914 | |||||||
Outpatient services | 88,790 | 59,683 | |||||||
Other accounts receivable | — | 23,317 | |||||||
Allowance for Doubtful accounts | (28,578 | ) | — | ||||||
$ | 440,918 | 380,043 | |||||||
The Company is economically dependent on and earns a significant portion of revenues from the Ontario Ministry of Health for its ability to carry out its normal activities. These revenues account for 38% of the Company’s consolidated revenue in the twelve month period ending December 31, 2013 (December 31, 2012: 35%). |
7_Fixed_assets
7. Fixed assets | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||||||
7. Fixed assets | ' | ||||||||||||||||
7. Fixed assets | |||||||||||||||||
Net Book Value | |||||||||||||||||
Cost | Accumulated | December 31, | December 31, | ||||||||||||||
Amortization | 2013 | 2012 | |||||||||||||||
Computer equipment | $ | 21,451 | $ | 10,333 | $ | 11,118 | $ | 16,602 | |||||||||
Computer software | 25,912 | 25,912 | — | 4,096 | |||||||||||||
Furniture and equipment | 419,102 | 220,866 | 198,236 | 264,476 | |||||||||||||
Medical equipment | 353,884 | 201,789 | 152,095 | 205,697 | |||||||||||||
Vehicles | 67,575 | 22,055 | 45,520 | 42,472 | |||||||||||||
Leasehold improvements | 146,857 | 79,822 | 67,035 | 84,224 | |||||||||||||
Leasehold improvements - work in process | 62,120 | 62,120 | |||||||||||||||
$ | 1,096,901 | $ | 560,777 | $ | 536,124 | $ | 617,567 | ||||||||||
8_Convertible_notes_payable
8. Convertible notes payable | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Payables and Accruals [Abstract] | ' | ||||||||||||||||||
8. Convertible notes payable | ' | ||||||||||||||||||
8. Convertible notes payable | |||||||||||||||||||
The notes are convertible at the option of the holder up to the maturity date; any convertible debentures still outstanding as at their maturity date will automatically convert into common shares of the Company. Accordingly, these convertible notes payable are considered current liabilities by nature. The Company has adequate common shares in its treasury to cover the conversions if all notes are exercised. | |||||||||||||||||||
The Company has the following convertible notes outstanding. | |||||||||||||||||||
Amount | Issuance Date | Conversion | Number of | Effect on | Maturity Date | ||||||||||||||
Price in USD | Shares | Dilution | |||||||||||||||||
50,000 | 15-Jan-12 | $ | 0.2 | 250,000 | 0.63 | % | 15-Jan-14 | ||||||||||||
9,402 | 24-Jan-12 | $ | 0.2 | 47,010 | 0.12 | % | 24-Jan-14 | ||||||||||||
7,052 | 26-Jan-12 | $ | 0.2 | 36,398 | 0.09 | % | 26-Jan-14 | ||||||||||||
28,206 | 31-Jan-12 | $ | 0.2 | 141,030 | 0.36 | % | 31-Jan-14 | ||||||||||||
9,402 | 10-Feb-12 | $ | 0.2 | 47,010 | 0.12 | % | 10-Feb-14 | ||||||||||||
94,020 | 18-Apr-12 | $ | 0.45 | 215,689 | 0.53 | % | 18-Apr-14 | ||||||||||||
48,530 | 31-May-12 | $ | 1 | 48,530 | 0.12 | % | 31-May-14 | ||||||||||||
$ | 246,612 | 785,667 | |||||||||||||||||
*The actual number of shares issued if converted will vary depending on the exchange rate at time of conversion. | |||||||||||||||||||
During the year ended December 31, 2013, the Company issued 12,331,285 common shares from convertible notes payable at an average conversion rate of $0.12 per share. | |||||||||||||||||||
On December 31, 2013 convertible debentures totaling $ 381,260 had matured and were to be converted to restricted shares. This is dependent on a Directors Resolution being issued by the Company. As of the date of our report a Directors Resolution had not been formally issued. The Board of Directors has indicated that in due time they will pass the resolution. Since the convertible debentures include an automatic conversion on maturity feature, and to ccurately reflect the maturity of the debt and conversion to shares as of December 31, 2013, the financial information presented in these consolidated interim financial statements has treated the debt of $381,260 as matured and converted into restricted shares totaling 3,206,286. |
9_Loan_payable
9. Loan payable | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Debt Disclosure [Abstract] | ' | ||||||
9. Loan payable | ' | ||||||
9. Loan payable | |||||||
The Company has an automobile loan payable bearing interest at 4.49% with blended monthly payments of $835 that matures March 2018. The loan is secured by the vehicle with a net book value as at December 31, 2013 of $31,665. Estimated principal re-payments to December 31 st are as follows: | |||||||
Current | $ | 7,953 | |||||
Long Term | |||||||
2015 | 8,317 | ||||||
2016 | 8,699 | ||||||
2017 | 9,097 | ||||||
2018 | 2,339 | ||||||
$ | 28,452 | ||||||
Interest on loan payable totaled $ 1,880 during the year ended December 31, 2013 (December 31, 2012 : $ 2,086 ) |
10_Short_term_loan
10. Short term loan | 12 Months Ended |
Dec. 31, 2013 | |
Payables and Accruals [Abstract] | ' |
10. Short term loan | ' |
10. Short term loan | |
The company has a loan with JMJ Financial in the amount of $64,541 with an interest rate of 12%. The lender has the right, at any time after 180 days from effective date to convert all or part of the outstanding and unpaid principal and accrued interest into common stock. The company expects this loan to be fully converted into shares. |
11_Related_party_transactions
11. Related party transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
11. Related party transactions | ' |
11. Related party transactions | |
A portion of related party notes payable at December 31, 2013 is due to Greenestone Clinic Inc. in the amount of $398,087 (December 31, 2012: receivable $122,017). The Company is related to Greenestone Clinic Inc. since it is controlled by one of the Company’s directors. The balance owing is non-interest bearing, not secured and has no specified terms of repayment. | |
The other portion of related party notes payable at December 31, 2013 is due to Dr. Jay Parekh in the amount of $224,269 (December 31, 2012: $312,501). He is a shareholder of the company and a director of the gastrointestinal clinical company ( a subsidiary of Greenestone Healthcare Corporation ). The balance owing is non-interest bearing, not secured and has no specified terms of repayment. | |
The Company had management fees totaling $233,016 during the year ended December 31, 2013 (December 31, 2012: $179,924) to the director for services which are included in management fees. | |
The Company entered into an agreement to lease premises from Cranberry Cove Holdings Ltd. at market terms. During the year ended December 31, 2013, the Company had rent expense of $454,381 (December 31, 2012: $431,827) to Cranberry Cove Holdings Ltd. Cranberry Cove Holdings Ltd. is related to the Company by virtue of its shareholder being a director of the Company. | |
All related party transactions occur in the normal course of operations and are measured at the exchange amount, as agreed upon by the related parties. |
12_Stockholders_deficit
12. Stockholders deficit | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
12. Stockholders deficit | ' |
12. Stockholders’ deficit | |
Authorized common shares | |
On June 30, 2012, the Company filed a Certificate of Amendment with the Colorado Secretary of State to increase the aggregate number of shares which the Company has authority to issue to one hundred million (100,000,000) common shares, issued at $0.01 par value per share from 50,000,000 common shares with par value at $0.01. The amendment was approved by the Colorado Secretary of State in May 2012. | |
On March 25, 2013 the Company filed a certificate of Amendment with the Colorado Secretary of State to increase the aggregate number of shares which the Company has the authority to issue to five hundred million (500,000,000) common shares, issued at $0.01 par value per share from 100,000,000 common shares with par value at $0.01, to authorize three million (3,000,000) series A convertible preferred shares, par value of $1.00 per share, and to the authorize ten million (10,000,000) series B convertible preferred shares, par value $0.01 per share. Each series B convertible preferred shares is convertible into 10 Common shares. The amendment was approved by the Colorado Secretary of State on March 26, 2013. | |
Issued common shares | |
The Company has a total of 41,065,564 issued and outstanding common shares as at December 31, 2013. In the prior year, the Company had 27,234,279 issued and outstanding common shares at December 31, 2012. | |
The Company issued 13,831,285 common shares during the year ended December 31, 2013, at $ .01 per share and with paid in capital of $1,512,944. | |
Net loss per common share | |
Net loss per share is computed using the basic and diluted weighted average number of common shares outstanding during the period. The weighted-average number of common shares outstanding during each year is used to compute basic loss per share. Diluted loss per share is computed using the weighted average number of shares and dilutive potential common shares outstanding unless common stock equivalent shares are anti-dilutive. Dilutive potential common shares are additional common shares that will be exercised. Basic net loss per common share is based on the weighted average number of shares of common shares outstanding during the 12 month period ended December 31, 2013. |
13_Commitments
13. Commitments | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||
13. Commitments | ' | ||||||
13. Commitments | |||||||
The Company is committed under three non-cancellable operating lease agreements for rental of premises. The rental of premise agreement for the subsidiary, 1816191 Ontario Inc. which expires July 2018 and the premise agreements for the subsidiary, Greenestone Clinic Muskoka Inc. which expires June 2018 and March 2016 (note 11). | |||||||
Future minimum annual payment requirements are as follows: | |||||||
2014 | $ | 796,196 | |||||
2015 | 815,036 | ||||||
2016 | 362,385 | ||||||
2017 | 209,868 | ||||||
2018 | 117,008 | ||||||
$ | 2,300,493 |
14_Income_taxes
14. Income taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
14. Income taxes | ' | ||||||||
14. Income taxes | |||||||||
Current or future U.S. federal income tax provision or benefits have not been provided for any of the periods presented because the Company has experienced operating losses since inception. Under ASC 740 “Income Taxes,” when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. The Company has provided a full valuation allowance on the net future tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that they will not earn income sufficient to realize the future tax assets during the carry forward period. | |||||||||
The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the year ended December 31, 2013, applicable under ASC 740. As a result of the adoption of ASC 740, the Company did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. | |||||||||
The components of the Company’s future tax asset as at December 31, 2013 and December 31, 2012 are as follows: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Net operating loss carry forward | $ | 11,934,958 | $ | 10,303,902 | |||||
Valuation allowance | (11,934,958 | ) | (10,303,902 | ) | |||||
Net future tax asset | $ | — | $ | — | |||||
A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Tax at statutory rate | $ | 570,870 | $ | 519,529 | |||||
Valuation allowance | (570,870 | ) | (519,529 | ) | |||||
Net future tax asset | $ | — | $ | — | |||||
The Company did not pay any income taxes during the year ended December 31, 2013 and the year ended December 31, 2012. | |||||||||
The net federal operating loss carry forwards will expire in 2023 through 2033. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. |
15_Management_of_capital
15. Management of capital | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
15. Management of capital | ' |
15. Management of capital | |
The Company’s objectives of capital management are to safeguard its ability to support the Company’s normal operating requirements on an ongoing basis. The Company defines capital as the total of its total assets less total liabilities. | |
The Company manages its capital structure and makes adjustments in light of changes in its economic environment and the risk characteristics of the Company’s assets. To effectively manage the Company’s capital requirements, the Company has in place a planning, budgeting and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. The Company is dependent upon the raising of additional capital through placement of common shares, and, or debt financing to support its normal operating requirements. 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. As at December 31, 2013 there was no externally imposed capital requirement to which the Company is subject and with which the Company has not complied. |
16_Asset_retirement_obligation
16. Asset retirement obligations | 12 Months Ended |
Dec. 31, 2013 | |
Asset Retirement Obligation Disclosure [Abstract] | ' |
16. Asset retirement obligations | ' |
16. Asset retirement obligations | |
As at December 31, 2013, the Company has no legal obligations associated with the retirement of its tangible long-lived assets that it is required to settle. |
17_Segmented_information
17. Segmented information | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
17. Segmented information | ' | ||||||||||||||||
17. Segmented information | |||||||||||||||||
The Company has two reportable segments: gastrointestinal clinical services and addiction and rehabilitation treatments. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (note 3). The Company evaluates performance based on profit or loss from operations before income taxes not including non-recurring gains and losses and foreign exchange gains and losses. The Company’s reportable segments are strategic business units that offer different services. They are managed separately because each business requires different technology, specialists and marketing strategies. | |||||||||||||||||
2013 Segment Results | |||||||||||||||||
Gastrointestinal Clinical Services | Addiction and Rehabilitation Treatments | Corporation | Total | ||||||||||||||
Revenues from external customers | $ | 2,276,577 | $ | 3,685,727 | — | $ | 5,962,304 | ||||||||||
Interest expense | 16,168 | 231,557 | 149,573 | 397,298 | |||||||||||||
Depreciation of fixed assets | 68,793 | 114,467 | — | 183,260 | |||||||||||||
Segment loss | (162,875 | ) | (712,001 | ) | (756,181 | ) | (1,631,057 | ) | |||||||||
Segment assets | 580,798 | 611,412 | 1,254 | 1,193,464 | |||||||||||||
2012 Segment Results | |||||||||||||||||
Gastrointestinal Clinical Services | Addiction and Rehabilitation Treatments | Corporation | Total | ||||||||||||||
Revenues from external customers | $ | 1,874,105 | $ | 3,666,804 | — | $ | 5,540,909 | ||||||||||
Interest expense | 16,380 | 197,831 | — | 214,207 | |||||||||||||
Depreciation of fixed assets | 87,226 | 136,762 | — | 223,984 | |||||||||||||
Segment loss | (154,990 | ) | (1,356,723 | ) | 27,360 | (1,484,353 | ) | ||||||||||
Segment assets | 531,662 | 593,331 | — | 1,124,993 | |||||||||||||
18_Bank_indebtedness
18. Bank indebtedness | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
18. Bank indebtedness | ' |
18. Bank indebtedness | |
The Company does not have any operating line of credit facility or bank overdraft feature with any of its bank accounts. |
19_Subsequent_events
19. Subsequent events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
19. Subsequent events | ' |
19. Subsequent events | |
Further to the announcement on December 20, 2013 regarding Greenestone’s potential merger of assets, talks continue to be ongoing. There has not been a shareholders meeting as of yet to vote on proposed transaction. | |
The company closed on the balance of the private placement of equity in the first quarter of 2014. The company raised in aggregate $510,000 through a share issue at 8.5 cents a share ( 6,000,000 shares ) with a corresponding number of warrants with a conversion price of 15 cents a share. |
3_Significant_accounting_polic1
3. Significant accounting policies (Policies) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
a) Principals of consolidation | ' | ||
a) Principals of consolidation | |||
The accompanying consolidated interim financial statements include the accounts of the Company, its two subsidiaries, as noted in note 1. All inter-company transactions and balances have been eliminated on consolidation. | |||
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: | |||
i) | Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. | ||
ii) | Equity at historical rates. | ||
iii) | Revenue and expense items at the average rate of exchange prevailing during the period. | ||
Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ deficit as a component of accumulated other comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). | |||
For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period. | |||
b) Revenue recognition | ' | ||
b) Revenue recognition | |||
The Company recognizes revenue from the rendering of services when they are earned; specifically when all of the following conditions are met: | |||
· | the significant risks and rewards of ownership are transferred to customers and the Company retains neither continuing involvement nor effective control; | ||
· | there is clear evidence that an arrangement exists; | ||
· | the amount of revenue and related costs can be measured reliably; and | ||
· | it is probable that the economic benefits associated with the transaction will flow to the Company. | ||
In particular, the Company recognizes: | |||
· | Fees for gastrointestinal clinical services, out-patient counseling, coaching, intervention, psychological assessments and other related services when patients receive the service; and | ||
· | Fees for in-patient addiction treatments proportionately over the term of the patient’s treatment. | ||
Deferred revenue represents monies deposited by the patients for future services to be provided by the Company. Such monies will be recognized into revenue as the patient progresses through their treatment term. | |||
c) Use of estimates | ' | ||
c) Use of estimates | |||
The preparation of consolidated interim financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the recognition, measurement and disclosure of amounts reported in the consolidated interim financial statements and accompanying notes. The reported amounts, including depreciation, allowance for doubtful accounts, inventory, accounts payable and accrued liabilities and note disclosures are determined using management's best estimates based on assumptions that reflect the most probable set of economic conditions and planned courses of action. Actual results will differ from such estimates. | |||
d) Non-monetary transactions | ' | ||
d) Non-monetary transactions | |||
The Company’s policy is to measure an asset exchanged or transferred in a non-monetary transaction at the more reliable measurement of the fair value of the asset given up and the fair value of the asset received, unless: | |||
i) | The transaction lacks commercial substance; | ||
ii) | The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange; | ||
iii) | Neither the fair value of the asset received nor the fair value of the asset given up is reliably measurable; or | ||
iv) | The transaction is a non-monetary, non-reciprocal transfer to owners that represents a spin-off or other form of restructuring or liquidation. | ||
e) Cash | ' | ||
e) Cash | |||
The Company's policy is to disclose bank balances under cash, including bank overdrafts with balances that fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition. | |||
The Company has $94,020 in restricted cash held by their bank to cover against the possibility of services not performed. | |||
f) Accounts receivable | ' | ||
f) Accounts receivable | |||
The Company's policy is to disclose accounts receivable net of a reserve for doubtful accounts. | |||
g) Inventory | ' | ||
g) Inventory | |||
Inventory is valued at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. | |||
h) Financial instruments | ' | ||
h) Financial instruments | |||
The Company initially measures its financial assets and liabilities at fair value, except for certain non-arm's length transactions. The Company subsequently measures all its financial assets and financial liabilities at amortized cost. | |||
Financial assets measured at amortized cost include cash and accounts receivable. | |||
Financial liabilities measured at amortized cost include bank indebtedness, accounts payable and accrued liabilities, harmonized sales tax payable, withholding taxes payable, convertible notes payable, loan payable, short term loan and related party notes. | |||
Financial assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write-down is recognized in net income. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously. The amount of the reversal is recognized in net income. The Company recognizes its transaction costs in net income in the period incurred. However, financial instruments that will not be subsequently measured at fair value are adjusted by the transaction costs that are directly attributable to their origination, issuance or assumption. | |||
FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |||
Level 1. | Observable inputs such as quoted prices in active markets; | ||
Level 2. | Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | ||
Level 3. | Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. | ||
The Company does not have assets or liabilities measured at fair value on a recurring basis at December 31, 2013 and December 31, 2012. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis during the twelve month period ended December 31, 2013 and December 31, 2012. | |||
i) Fixed assets | ' | ||
i) Fixed assets | |||
Fixed assets are recorded at cost. Depreciation is calculated on the declining balance method at the following annual rates: | |||
Computer Equipment | 30% | ||
Computer Software | 100% | ||
Furniture and Equipment | 30% | ||
Medical Equipment | 25% | ||
Vehicles | 30% | ||
Leasehold improvements are depreciated using the straight-line method over the term of the lease. Half rates are used for all fixed assets in the year of acquisition. Leasehold improvements - work in process are not amortized until fully completed and in use. | |||
j) Leases | ' | ||
j) Leases | |||
Leases are classified as either capital or operating leases. Leases that transfer substantially all of the benefits and inherent risks of ownership of property to the Company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing. Equipment recorded under capital leases is amortized on the same basis as described above. Payments under operating leases are expensed as incurred. | |||
k) Income taxes | ' | ||
k) Income taxes | |||
The Company uses the future income tax method to account for income taxes. Under this method, future income tax assets and liabilities are determined based on the difference between the carrying value and the tax basis of the assets and liabilities. Any change in the net amount of future income tax assets and liabilities is included in income. Future income tax assets and liabilities are determined based on enacted or substantively enacted tax rates and laws which are expected to apply to the Company's taxable income for the periods in which the assets and liabilities will be recovered. Future income tax assets are recognized when it is more likely than not that they will be realized. | |||
l) Earnings per share information | ' | ||
l) Earnings per share information | |||
FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share was the same, at the reporting dates, as there were no common share equivalents outstanding. | |||
m) Share based expenses | ' | ||
m) Share based expenses | |||
ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments awarded to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights that may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity. | |||
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date. |
3_Significant_accounting_polic2
3. Significant accounting policies (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Fixed Assets, Depreciation Rates | ' | ||
Computer Equipment | 30% | ||
Computer Software | 100% | ||
Furniture and Equipment | 30% | ||
Medical Equipment | 25% | ||
Vehicles | 30% |
6_Accounts_receivable_Tables
6. Accounts receivable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Receivables [Abstract] | ' | ||||||||
Accounts Receivable | ' | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
The Ontario Ministry of Health and Long-Term Care | $ | 246,415 | $ | 181,129 | |||||
Treatment program | 134,291 | 115,914 | |||||||
Outpatient services | 88,790 | 59,683 | |||||||
Other accounts receivable | — | 23,317 | |||||||
Allowance for Doubtful accounts | (28,578 | ) | — | ||||||
$ | 440,918 | 380,043 |
7_Fixed_assets_Tables
7. Fixed assets (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||||||
Fixed Assets | ' | ||||||||||||||||
Net Book Value | |||||||||||||||||
Cost | Accumulated | December 31, | December 31, | ||||||||||||||
Amortization | 2013 | 2012 | |||||||||||||||
Computer equipment | $ | 21,451 | $ | 10,333 | $ | 11,118 | $ | 16,602 | |||||||||
Computer software | 25,912 | 25,912 | — | 4,096 | |||||||||||||
Furniture and equipment | 419,102 | 220,866 | 198,236 | 264,476 | |||||||||||||
Medical equipment | 353,884 | 201,789 | 152,095 | 205,697 | |||||||||||||
Vehicles | 67,575 | 22,055 | 45,520 | 42,472 | |||||||||||||
Leasehold improvements | 146,857 | 79,822 | 67,035 | 84,224 | |||||||||||||
Leasehold improvements - work in process | 62,120 | 62,120 | |||||||||||||||
$ | 1,096,901 | $ | 560,777 | $ | 536,124 | $ | 617,567 |
8_Convertible_notes_payable_Ta
8. Convertible notes payable (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Payables and Accruals [Abstract] | ' | ||||||||||||||||||
Convertible Notes Outstanding | ' | ||||||||||||||||||
Amount | Issuance Date | Conversion | Number of | Effect on | Maturity Date | ||||||||||||||
Price in USD | Shares | Dilution | |||||||||||||||||
50,000 | 15-Jan-12 | $ | 0.2 | 250,000 | 0.63 | % | 15-Jan-14 | ||||||||||||
9,402 | 24-Jan-12 | $ | 0.2 | 47,010 | 0.12 | % | 24-Jan-14 | ||||||||||||
7,052 | 26-Jan-12 | $ | 0.2 | 36,398 | 0.09 | % | 26-Jan-14 | ||||||||||||
28,206 | 31-Jan-12 | $ | 0.2 | 141,030 | 0.36 | % | 31-Jan-14 | ||||||||||||
9,402 | 10-Feb-12 | $ | 0.2 | 47,010 | 0.12 | % | 10-Feb-14 | ||||||||||||
94,020 | 18-Apr-12 | $ | 0.45 | 215,689 | 0.53 | % | 18-Apr-14 | ||||||||||||
48,530 | 31-May-12 | $ | 1 | 48,530 | 0.12 | % | 31-May-14 | ||||||||||||
$ | 246,612 | 785,667 |
9_Loan_payable_Tables
9. Loan payable (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Debt Disclosure [Abstract] | ' | ||||||
Estimated Principal Repayments | ' | ||||||
Current | $ | 7,953 | |||||
2015 | 8,317 | ||||||
2016 | 8,699 | ||||||
2017 | 9,097 | ||||||
2018 | 2,339 | ||||||
$ | 28,452 |
13_Commitments_Tables
13. Commitments (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||
Commitments | ' | ||||||
2014 | $ | 796,196 | |||||
2015 | 815,036 | ||||||
2016 | 362,385 | ||||||
2017 | 209,868 | ||||||
2018 | 117,008 | ||||||
$ | 2,300,493 |
14_Income_taxes_Tables
14. Income taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Components of the Company's Future Tax Asset | ' | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Net operating loss carry forward | $ | 11,934,958 | $ | 10,303,902 | |||||
Valuation allowance | (11,934,958 | ) | (10,303,902 | ) | |||||
Net future tax asset | $ | — | $ | — | |||||
Reconciliation of Income Taxes | ' | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Tax at statutory rate | $ | 570,870 | $ | 519,529 | |||||
Valuation allowance | (570,870 | ) | (519,529 | ) | |||||
Net future tax asset | $ | — | $ | — |
17_Segmented_information_Table
17. Segmented information (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Reporting Information | ' | ||||||||||||||||
Gastrointestinal Clinical Services | Addiction and Rehabilitation Treatments | Corporation | Total | ||||||||||||||
Revenues from external customers | $ | 2,276,577 | $ | 3,685,727 | — | $ | 5,962,304 | ||||||||||
Interest expense | 16,168 | 231,557 | 149,573 | 397,298 | |||||||||||||
Depreciation of fixed assets | 68,793 | 114,467 | — | 183,260 | |||||||||||||
Segment loss | (162,875 | ) | (712,001 | ) | (756,181 | ) | (1,631,057 | ) | |||||||||
Segment assets | 580,798 | 611,412 | 1,254 | 1,193,464 | |||||||||||||
2012 Segment Results | |||||||||||||||||
Gastrointestinal Clinical Services | Addiction and Rehabilitation Treatments | Corporation | Total | ||||||||||||||
Revenues from external customers | $ | 1,874,105 | $ | 3,666,804 | — | $ | 5,540,909 | ||||||||||
Interest expense | 16,380 | 197,831 | — | 214,207 | |||||||||||||
Depreciation of fixed assets | 87,226 | 136,762 | — | 223,984 | |||||||||||||
Segment loss | (154,990 | ) | (1,356,723 | ) | 27,360 | (1,484,353 | ) | ||||||||||
Segment assets | 531,662 | 593,331 | — | 1,124,993 |
2_Going_concern_Details_Narrat
2. Going concern (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Working Capital Deficiency | ($3,706,385) | ($4,015,405) |
Accumulated Deficit | ($11,934,958) | ($10,303,902) |
3_Significant_accounting_polic3
3. Significant accounting policies - Fixed Assets, Depreciation Rates (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Computer Equipment | ' |
Fixed Assets, Depreciation Rate | 30.00% |
Computer Software | ' |
Fixed Assets, Depreciation Rate | 100.00% |
Furniture and Equipment | ' |
Fixed Assets, Depreciation Rate | 30.00% |
Medical Equipment | ' |
Fixed Assets, Depreciation Rate | 25.00% |
Vehicles | ' |
Fixed Assets, Depreciation Rate | 30.00% |
3_Significant_accounting_polic4
3. Significant accounting policies (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | ' | ' |
Cash, Restricted | $94,020 | ' |
5_Financial_instruments_Detail
5. Financial instruments (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Investments, All Other Investments [Abstract] | ' | ' |
Accounts receivable | $440,918 | $380,043 |
Working Capital Deficiency | -3,706,385 | -4,015,405 |
Accumulated Deficit | -11,934,958 | -10,303,902 |
Bank indebtedness | 126,073 | 70,803 |
Potential Increase Decrease in Company's After Tax Loss | $80,000 | ' |
6_Accounts_receivable_Accounts
6. Accounts receivable - Accounts Receivable (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Reserve for Doubtful accounts | ($28,578) | ' |
Accounts Receivable | 440,918 | 380,043 |
The Ontario Ministry of Health and Long-Term Care | ' | ' |
Other accounts receivable | 246,415 | 181,129 |
Treatment Program | ' | ' |
Other accounts receivable | 134,291 | 115,914 |
Outpatient Services | ' | ' |
Other accounts receivable | 88,790 | 59,683 |
Other Accounts Receivable | ' | ' |
Other accounts receivable | ' | $23,317 |
6_Accounts_receivable_Details_
6. Accounts receivable (Details Narrative) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Receivables [Abstract] | ' | ' |
Percent of Revenues Represented by Party | 38.00% | 3500.00% |
7_Fixed_assets_Fixed_Assets_De
7. Fixed assets - Fixed Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Cost | $1,034,781 | ' |
Accumulated Amortization | 560,777 | ' |
Net Book Value | 474,004 | 617,567 |
Computer Equipment | ' | ' |
Cost | 21,451 | ' |
Accumulated Amortization | 10,333 | ' |
Net Book Value | 11,118 | 16,602 |
Computer Software | ' | ' |
Cost | 25,912 | ' |
Accumulated Amortization | 25,912 | ' |
Net Book Value | ' | 4,096 |
Furniture and Equipment | ' | ' |
Cost | 419,102 | ' |
Accumulated Amortization | 220,866 | ' |
Net Book Value | 198,236 | 264,476 |
Medical Equipment | ' | ' |
Cost | 353,884 | ' |
Accumulated Amortization | 201,789 | ' |
Net Book Value | 152,095 | 205,697 |
Vehicles | ' | ' |
Cost | 67,575 | ' |
Accumulated Amortization | 22,055 | ' |
Net Book Value | 45,520 | 42,472 |
Leasehold Improvements | ' | ' |
Cost | 146,857 | ' |
Accumulated Amortization | 79,822 | ' |
Net Book Value | $67,035 | $84,224 |
8_Convertible_notes_payable_Co
8. Convertible notes payable - Convertible Notes Outstanding (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Amount | $246,612 |
Number of Shares | 785,667 |
Note 1 | ' |
Amount | 50,000 |
Issuance Date | 15-Jan-12 |
Conversion Price in USD | $0.20 |
Number of Shares | 250,000 |
Effect on Dilution | 0.63% |
Maturity Date | 15-Jan-14 |
Note 2 | ' |
Amount | 9,402 |
Issuance Date | 24-Jan-12 |
Conversion Price in USD | $0.20 |
Number of Shares | 47,010 |
Effect on Dilution | 0.12% |
Maturity Date | 24-Jan-14 |
Note 3 | ' |
Amount | 7,052 |
Issuance Date | 26-Jan-12 |
Conversion Price in USD | $0.20 |
Number of Shares | 36,398 |
Effect on Dilution | 0.09% |
Maturity Date | 26-Jan-14 |
Note 4 | ' |
Amount | 28,206 |
Issuance Date | 31-Jan-12 |
Conversion Price in USD | $0.20 |
Number of Shares | 141,030 |
Effect on Dilution | 0.36% |
Maturity Date | 31-Jan-14 |
Note 5 | ' |
Amount | 9,402 |
Issuance Date | 10-Feb-12 |
Conversion Price in USD | $0.20 |
Number of Shares | 47,010 |
Effect on Dilution | 0.12% |
Maturity Date | 10-Feb-14 |
Note 6 | ' |
Amount | 94,020 |
Issuance Date | 18-Apr-12 |
Conversion Price in USD | $0.45 |
Number of Shares | 215,689 |
Effect on Dilution | 0.53% |
Maturity Date | 18-Apr-14 |
Note 7 | ' |
Amount | $48,530 |
Issuance Date | 31-May-12 |
Conversion Price in USD | $1 |
Number of Shares | 48,530 |
Effect on Dilution | 0.12% |
Maturity Date | 31-May-14 |
8_Convertible_notes_payable_De
8. Convertible notes payable (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Payables and Accruals [Abstract] | ' |
Common stock issued for convertible note, Shares | 12,331,285 |
Average Conversion Rate | 12.00% |
Matured Convertible Debentures | $381,260 |
Matured Convertible Debentures, Shares Issued Upon Conversion | 3,206,286 |
9_Loan_payable_Estimated_Princ
9. Loan payable - Estimated Principal Repayments (Details) (USD $) | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ' |
Current | $7,953 |
2015 | 8,317 |
2016 | 8,699 |
2017 | 9,097 |
2018 | 2,339 |
Thereafter | $28,452 |
9_Loan_payable_Details_Narrati
9. Loan payable (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Interest on Loan Payable | $397,298 | $214,207 |
Automobile Loan [Member] | ' | ' |
Loan Interest Rate | 4.49% | ' |
Monthly Payments | 835 | ' |
Collateral, Net Book Value | 31,665 | ' |
Interest on Loan Payable | $1,880 | $2,086 |
10_Short_term_loan_Details_Nar
10. Short term loan (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Payables and Accruals [Abstract] | ' | ' |
Short Term Loan | $64,541 | ' |
Short Term Loan, Interest Rate | 12.00% | ' |
11_Related_party_transactions_
11. Related party transactions (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Management Fees | $233,016 | $179,924 |
Rent Expense | 454,381 | 431,827 |
Related Party Notes Payable | 622,356 | 190,484 |
Greenestone Clinic Inc. | ' | ' |
Related Party Notes Payable | 398,087 | 122,017 |
Dr. Jay Parekh | ' | ' |
Related Party Notes Payable | $224,269 | $312,501 |
12_Stockholders_deficit_Detail
12. Stockholders deficit (Details Narrative) (USD $) | Dec. 31, 2013 | Mar. 26, 2013 | Mar. 25, 2013 | Dec. 31, 2012 | Jul. 01, 2012 | Jun. 30, 2012 | Mar. 26, 2013 | Dec. 31, 2013 | Mar. 26, 2013 |
Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | |||||||
Common Stock, Par Value | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 | ' | ' | ' |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 100,000,000 | 500,000,000 | 100,000,000 | 50,000,000 | ' | ' | ' |
Common Stock, Shares Issued | 41,065,564 | ' | ' | 27,234,279 | ' | ' | ' | ' | ' |
Common Stock, Shares Outstanding | 41,065,564 | ' | ' | 27,234,279 | ' | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | 10,000,000 |
Preferred Stock, Par Value | ' | ' | ' | ' | ' | ' | $1 | ' | $0.01 |
Preferred Stock Conversion Rights | ' | ' | ' | ' | ' | ' | ' | 'Each series B convertible preferred shares is convertible into 10 Common shares. | ' |
Common Stock, Shares Issued During Period | 13,831,285 | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Issued During Period, Price Per Share | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Paid In Capital | $1,512,944 | ' | ' | ' | ' | ' | ' | ' | ' |
13_Commitments_Commitments_Det
13. Commitments - Commitments (Details) (USD $) | Dec. 31, 2013 |
Commitments and Contingencies Disclosure [Abstract] | ' |
2014 | $796,196 |
2015 | 815,036 |
2016 | 362,385 |
2017 | 209,868 |
2018 | 117,008 |
Thereafter | $2,300,493 |
14_Income_taxes_Components_of_
14. Income taxes - Components of the Company's Future Tax Asset (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Net operating loss carry forward | $11,934,958 | $10,303,902 |
Valuation allowance | -11,934,958 | -10,303,902 |
Net future tax asset | ' | ' |
14_Income_taxes_Reconciliation
14. Income taxes - Reconciliation of Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Tax at statutory rate | $570,870 | $519,529 |
Valuation allowance | -570,870 | -519,529 |
Net future tax asset | ' | ' |
17_Segmented_information_Segme
17. Segmented information - Segment Reporting Information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues from external customers | $5,962,304 | $5,540,909 |
Interest expense | 397,298 | 214,207 |
Depreciation of fixed assets | 183,260 | 223,984 |
Segment loss | -1,631,057 | -1,484,353 |
Segment assets | 1,193,464 | 1,124,993 |
Gastrointestinal Clinical Services | ' | ' |
Revenues from external customers | 2,276,577 | 1,874,105 |
Interest expense | 16,168 | 16,380 |
Depreciation of fixed assets | 68,793 | 87,226 |
Segment loss | -162,875 | -154,990 |
Segment assets | 580,798 | 531,662 |
Addiction and Rehabilitation Treatments | ' | ' |
Revenues from external customers | 3,685,727 | 3,666,804 |
Interest expense | 231,557 | 197,831 |
Depreciation of fixed assets | 114,467 | 136,762 |
Segment loss | -712,001 | -1,356,723 |
Segment assets | 611,412 | 593,331 |
Corporation | ' | ' |
Revenues from external customers | ' | ' |
Interest expense | 149,573 | ' |
Depreciation of fixed assets | ' | ' |
Segment loss | -756,181 | 27,360 |
Segment assets | $1,254 | ' |
19_Subsequent_Events_Details_N
19. Subsequent Events (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events Details Narrative | ' |
Private Placement of Equity | $510,000 |
Price Per Share, Private Placement | $0.09 |
Private Placement, Shares Issued | 6,000,000 |
Conversion Price | $0.15 |