UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
FORM 10-K/A
þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended:December 31, 2014
or
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number:000-15078
GreeneStone Healthcare Corporation
(Exact name of registrant as specified in its charter)
Colorado | 84-1227328 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
5734 Yonge Street, Suite 300
North York, Ontario, Canada M2M 4E7
(Address of principal executive offices)
(416) 222-5501
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
| |
Title of each class
| Name of each exchange on which registered |
None | N/A |
Securities registered under Section 12(g) of the Act:
Common Stock, $0.01 par value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes[X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | [ ] | Accelerated filer | [ ] | |
Non-accelerated filer | [ ] | Smaller reporting company | [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2014, based on a closing price of $0.09 was approximately $2,754,865. As of April 10, 2015, the registrant had 46,134,787 shares of its common stock, par value $0.01 per share, outstanding.
Prepared By:
Sunny J. Barkats, Esq.
JSBarkats, PLLC
18 East 41st Street, 14thFloor
New York, NY 10017
P: (646) 502-7001
F: (646) 607-5544
www.JSBarkats.com
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K is being filed solely to file the Interactive Data files as Exhibit 101, in accordance with Rule 405 of Regulation S-T. No other changes have been made to the Form 10-K, as originally filed on April 15, 2014.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) | Financial Statements and Schedules |
(b) | Exhibits |
Exhibit No. | Description | Form | SEC File No. | Exhibit | Filing Date | Filed Herewith | Furnished Herewith | |||||||||||||
3.1 | Articles of Incorporation of NNRC, Inc. (as filed with the Secretary of State of Colorado on April 1, 1993) | 10-K | 000-15078 | 3.1 | March 28, 2013 | |||||||||||||||
3.2 | Articles of Amendment to the Articles of Incorporation of Nova Natural Resources, Inc. (as filed with the Secretary of State of Colorado on May 8, 2012) | 10-K | 000-15078 | 3.2 | March 28, 2013 | |||||||||||||||
3.3 | Articles of Amendment to the Articles of Incorporation of Greenestone Healthcare Corporation (as filed with the Secretary of State of Colorado on March 26, 2013) | 8-K | 000-15078 | 3.3 | March 29, 2013 | |||||||||||||||
3.4 | Amended and Restated Bylaws of Greenestone Healthcare Corporation | 8-K | 000-15078 | 3.4 | March 29, 2013 | |||||||||||||||
10.1 | Stock Purchase Agreement I | 8-K | 000-15078 | 10.01 | December 30, 2013 | |||||||||||||||
10.2 | Form of Warrant I | 8-K | 000-15078 | 10.01 | December 30, 2013 | |||||||||||||||
10.3 | Form of Warrant II | 8-K | 000-15078 | 10.01 | December 30, 2013 | |||||||||||||||
10.4 | Stock Purchase Agreement II | 8-K | 000-15078 | 10.01 | December 30, 2013 | |||||||||||||||
10.5 | Share Purchase Agreement, dated as of December 16, 2014, by and between the Registrant and Jaintheel Parekh Medicine Professional Corporation | 8-K | 000-15078 | 10.1 | December 23, 2014 |
10.6 | Collateral Note, dated December 16, 2014 | 8-K | 000-15078 | 10.2 | December 23, 2014 | |||||||||||||||
16.1 | Letter from Jarvis Ryan Associates, LLP | 8-K | 000-15078 | 16.1 | July 9, 2014 | |||||||||||||||
31.1 | Certification by the Principal Executive Officer of registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)) | 10-K | 000-15078 | 31.1 | April 15, 2015 | |||||||||||||||
31.2 | Certification by the Principal Financial Officer of registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)) | 10-K | 000-15078 | 31.2 | April 15, 2015 | X | ||||||||||||||
32.1 | Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | 000-15078 | 32.1 | April 15, 2015 | X | ||||||||||||||
32.2 | Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | 000-15078 | 32.2 | April 15, 2015 | |||||||||||||||
101. | INS | INS XBRL Instance Document | X | |||||||||||||||||
101. | SCH | SCH XBRL Schema Document | X | |||||||||||||||||
101. | CAL | CAL XBRL Calculation Linkbase Document | X | |||||||||||||||||
101. | DEF | DEF XBRL Definition Linkbase Document | X | |||||||||||||||||
101. | LAB | LAB XBRL Label Linkbase Document | X | |||||||||||||||||
101. | PRE | PRE XBRL Presentation Linkbase Document | X |
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GREENESTONE HEALTHCARE CORP. | |||||
Date: April 16, 2015 | By: | /s/ Shawn E. Leon | |||
Name: Shawn E. Leon | |||||
Title: Chief Executive Officer (Principal Executive Officer) |
Date: April 16, 2015 | By: | /s/ William L. Sklar | |||
Name: William L. Sklar | |||||
Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name | Position | Date | ||
| ||||
/s/ Shawn E. Leon | Chief Executive Officer (Principal Executive Officer) | April 16, 2015 | ||
Shawn Leon | President, Director | |||
| ||||
/s/ Dr. Luke Fazio | Director | April 16, 2015 | ||
Dr. Luke Fazio | ||||
/s/ Michael Howlett | Director | April 16, 2015 | ||
Michael Howlett |
/s/ William L. Sklar | Chief Financial Officer | April 16, 2015 | ||
William L. Sklar | (Principal Financial and Accounting Officer) |