Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 09, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | GREENESTONE HEALTHCARE CORP | |
Entity Central Index Key | 792,935 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
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 Common Stock, Shares Outstanding | 47,738,855 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 30,780 | $ 88,152 |
Accounts receivable, net | 41,725 | 164,832 |
Prepaid expenses | 33,036 | 46,267 |
Due from sale of Subsidiary | 483,489 | 493,806 |
Total current assets | 589,030 | 793,057 |
Cash - Restricted | 74,660 | 86,200 |
Fixed assets, net | 212,522 | 256,543 |
Total assets | 876,212 | 1,135,800 |
Current liabilities | ||
Accounts payable and accrued liabilities | 524,812 | 808,971 |
Taxes payable | 2,653,953 | 2,806,297 |
Deferred revenue | 67,178 | 143,839 |
Current portion of loan payable | $ 6,830 | 7,625 |
Short Term loan | 29,758 | |
Related party payables | $ 9,441 | 51,336 |
Total current liabilities | 3,262,214 | 3,847,826 |
Loan payable | 10,837 | 18,460 |
Total liabilities | $ 3,273,051 | $ 3,866,286 |
Stockholders' deficit | ||
Preferred Stock - Series B; $0.01 par value, nil outstanding at September 30, 2015 and December 31, 2014, respectively | ||
Common stock; $0.01 par value, 500,000,000 shares authorized; 47,738,855 and 46,131,764 shares issued and outstanding at September 30, 2015 and December 31, 2014 respectively | $ 477,389 | $ 461,318 |
Additional paid-in capital | 16,177,534 | 16,129,038 |
Accumulated other comprehensive income | 816,605 | 245,187 |
Accumulated deficit | (19,868,367) | (19,566,029) |
Total stockholders' deficit | (2,396,839) | (2,730,486) |
Total liabilities and stockholders' deficit | $ 876,212 | $ 1,135,800 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common Stock Par Value | $ 0.01 | $ 0.01 |
Common Stock Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock Shares Issued | 47,738,855 | 46,131,764 |
Common Stock Shares Outstanding | 47,738,855 | 46,131,764 |
Preferred Stock, Par Value | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | ||
Preferred Stock, Shares Outstanding |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $ 848,767 | $ 1,197,121 | $ 2,477,413 | $ 2,812,940 |
Operating expenses | ||||
Depreciation | 22,863 | 20,718 | 70,303 | 61,861 |
General and administrative | $ 115,902 | 193,813 | 534,807 | 540,508 |
Management fees | 55 | 96,705 | 68,163 | |
Professional fees | $ 62,292 | 115,565 | 220,286 | 180,618 |
Rent | 84,176 | 82,839 | 263,568 | 333,639 |
Salaries and wages | 425,324 | 576,618 | 1,339,029 | 2,348,790 |
Total operating expenses | 710,558 | 989,608 | 2,524,698 | 3,533,579 |
Operating income (loss) | 138,209 | $ 207,513 | (47,285) | $ (720,639) |
Other (expense) income | ||||
Other Expense | (11,785) | (11,785) | ||
Interest income | 23,872 | 23,872 | ||
Interest expense | (30,622) | $ (9,819) | (121,563) | $ (74,518) |
Foreign exchange movements | (73,157) | (145,576) | ||
Net income (loss) from continuing operations | 46,516 | $ 197,693 | $ (302,338) | $ (795,157) |
Loss from discontinued operations, net of tax | (102,241) | (209,161) | ||
Net income (loss) applicable to common shareholders | 46,516 | 95,452 | $ (302,338) | (1,004,318) |
Accumulated other comprehensive income (loss) | ||||
Foreign currency translation adjustment | 240,531 | 124,131 | 571,418 | 131,505 |
Total comprehensive income (loss) | $ 287,047 | $ 219,583 | $ 269,080 | $ (872,813) |
Basic and diluted loss per common share- continuing operations | $ (0.01) | $ (0.02) | ||
Basic and diluted loss per common share- discontinued operations | ||||
Basic and diluted loss per common share | $ (0.01) | $ (0.02) | ||
Weighted average outstanding - Basic | 47,738,855 | 47,441,968 | 47,176,078 | 46,938,730 |
Weighted average outstanding - Diluted | 47,738,855 | 47,468,182 | 47,176,078 | 46,938,730 |
Shareholders Equity (Unaudited)
Shareholders Equity (Unaudited) - USD ($) | Preferred Series B | Common Stock | Additional Paid-In Capital | Comprehensive Income / Loss | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2013 | 41,065,582 | |||||
Beginning Balance, Value at Dec. 31, 2013 | $ 410,656 | $ 13,920,629 | $ 264,135 | $ (17,665,756) | $ (3,070,336) | |
Shares issued for services, Value | 624,596 | |||||
Beginning Balance, Shares at Dec. 31, 2013 | 41,065,582 | |||||
Beginning Balance, Value at Dec. 31, 2013 | $ 410,656 | 13,920,629 | $ 264,135 | $ (17,665,756) | (3,070,336) | |
Surrender of shares as part of sale of subsidiary, Shares | (2,408,268) | |||||
Surrender of shares as part of sale of subsidiary, Value | $ (24,083) | (253,417) | (277,500) | |||
Disposition of subsidiary | 1,104,407 | $ (90,304) | 1,014,103 | |||
Common stock issued for convertible notes, Shares | 728,459 | |||||
Common stock issued for convertible notes, Value | $ 7,285 | 190,445 | 197,730 | |||
Common stock issued for short term note, Shares | 2,245,991 | |||||
Common stock issued for short term note, Value | $ 22,460 | 104,616 | 127,076 | |||
Shares issued for cash, Shares | 4,500,000 | |||||
Shares issued for cash, Value | $ 45,000 | 337,500 | 382,500 | |||
Stock option compensation | 679,858 | 679,858 | ||||
Beneficial conversion feature of debt issuances | $ 45,000 | 45,000 | ||||
Foreign currency translation | $ 71,356 | 71,356 | ||||
Net loss | $ (1,900,273) | (1,900,273) | ||||
Ending Balance, Shares at Dec. 31, 2014 | 46,131,764 | |||||
Ending Balance, Value at Dec. 31, 2014 | $ 461,318 | $ 16,129,038 | $ 245,187 | $ (19,566,029) | (2,730,486) | |
Shares issued for debt conversion, Shares | 300,000 | |||||
Shares issued for debt conversion, Value | $ 3,000 | 5,117 | 8,117 | |||
Shares issued for services, Shares | 106,000 | 250,000 | ||||
Shares issued for services, Value | $ 1,060 | $ 2,500 | 53,346 | $ 56,906 | ||
Conversion of Series ""B"" Preferred shares to common, Shares | (106,000) | 1,060,000 | ||||
Conversion of Series ""B"" Preferred shares to common, Value | $ (1,060) | $ 10,600 | (9,540) | |||
Adjustments to previously issued shares for debt conversion, due to exchange adjustments, Shares | (2,909) | |||||
Adjustments to previously issued shares for debt conversion, due to exchange adjustments, Value | $ (29) | $ (427) | $ (456) | |||
Foreign currency translation | $ 571,418 | 571,418 | ||||
Net loss | $ (302,338) | (302,338) | ||||
Ending Balance, Shares at Sep. 30, 2015 | 47,738,855 | |||||
Ending Balance, Value at Sep. 30, 2015 | $ 477,389 | $ 16,177,534 | $ 816,605 | $ (19,868,367) | $ (2,396,839) |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | ||
Net loss applicable to common stockholders | $ (302,338) | $ (1,004,318) |
Net loss from discontinued operations | 209,161 | |
Net loss from continuing operations | $ (302,338) | (795,157) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation | $ 70,303 | 61,861 |
Movement in bad debt provision | (12,078) | |
Stock issued for services | $ 56,906 | $ 624,596 |
Other Foreign Currency Movements | (456) | |
Amortization of beneficial conversion feature | 12,709 | $ 55,530 |
Changes in operating assets and liabilities | ||
Accounts receivable | 123,106 | 6,479 |
Taxes payable | (152,344) | 167,599 |
Prepaid expenses | 13,231 | $ (11,286) |
Due on sale of Subsidiary | 10,317 | |
Accounts payable and accrued liabilities | (284,159) | $ (17,365) |
Deferred revenue | (76,661) | (18,929) |
Net cash used in operating activities - continuing operations | $ (529,386) | 61,250 |
Net cash used in operating activities - discontinued operations | (247,549) | |
Net cash used in operating activities | $ (529,386) | (186,299) |
Cash flows from investing activities | ||
Acquisition of fixed assets | (26,281) | (64,711) |
Net cash used in investing activities - continuing operations | $ (26,281) | $ (64,711) |
Net cash used in investing activities - discontinued operations | ||
Net cash used in Investing activities | $ (26,281) | $ (64,711) |
Cash flows from financing activities: | ||
Change in restricted cash | 11,540 | 4,730 |
Repayment of loan payable | $ 8,417 | (5,632) |
Proceeds from convertible notes payable | $ 105,000 | |
Repayment of convertible note | $ (34,350) | |
Proceeds from the sale of common stock | $ 382,503 | |
Proceeds from related party notes | (250,652) | |
Repayment of related party notes | $ (41,876) | (111,766) |
Net cash (used by) provided by financing activities - continuing operations | $ (73,123) | 625,487 |
Net cash used by financing activities - discontinued operations | (401,244) | |
Net cash (used by) provided by Investing activities | $ (73,123) | 224,243 |
Effect of exchange rate on cash | 571,418 | 131,505 |
Net change in cash | (57,372) | 104,738 |
Beginning cash balance (deficiency) | 88,152 | (126,073) |
Ending cash balance ( excluding restricted ) | 30,780 | (21,335) |
Supplemental cash flow information | ||
Cash paid for interest | $ 10,703 | $ 18,988 |
Cash paid for income taxes | ||
Non-cash Investing and Financing activities | ||
Common stock ussed on conversion of convertible notes | $ 8,117 | $ 284,907 |
Common shares issued for conversion of Series B shares | 1,060 |
1. Restatement of Previously Is
1. Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
1. Restatement of Previously Issued Financial Statements | 1. Restatement of Previously Issued Financial Statements The Company has restated its consolidated financial statements for the nine months ended September 30, 2014. The restatements reflect adjustments to correct errors identified by management during the Company’s normal closing process, in the course of the Company’s regularly scheduled audit by its newly appointed Independent Accounting Firm, and during the course of an internal investigation initiated by the board of directors of the Company (in performance of its function as the audit committee). The Company’s board of directors has completed its investigation. The effect of the restatements on the Company’s Balance Sheets is not material and the restatements have no effect on reported cash flow from operations. Beneficial Conversion Feature During the fourth quarter of fiscal 2014, the Company identified an error as a result of not recognizing the beneficial conversion feature inherent in seventy five (75) mandatorily convertible notes issued between 2010 and 2012 to accredited investors; the beneficial conversion feature inherent in two (2) convertible notes issued to Asher Enterprises, Inc. during the second and third quarter of 2013; and the beneficial conversion feature inherent in five (5) convertible notes issued to JMJ Financial Group during the five quarters beginning with the period ended June 30, 2013 and ending in the period ended September 30, 2014. Employee Option Incentive Grants During the fourth quarter of fiscal 2014, the Company identified an error as a result of not recognizing the costs of employee option incentive granted during the second quarter of 2012 and which terminated during the second quarter of 2014. The restated consolidated Balance Sheet as of September 30, 2014 and the restated Consolidated Statements of Operations and Cash Flows for the three and nine months ended September 30, 2014 are presented below: Unaudited Restated Consolidated Balance Sheet as at September 30, 2014 GREENESTONE HEALTHCARE CORPORATION RESTATEMENT OF BALANCE SHEET AT SEPTEMBER 30, 2014 As previously reported on Form 10-Q Opening Deficit Beneficial Conversion feature Compensation As ASSETS CURRENT ASSETS Cash $ — $ — $ — $ — $ — Accounts receivable, net 200,103 — — — 200,103 Prepaid expenses 95,810 — — — 95,810 Current assets held for resale 354,986 — — — 354,986 Total current assets 650,899 — — — 650,899 NON-CURRENT ASSETS Cash - Restricted 89,290 — — — 89,290 Fixed assets, net 286,096 — — — 286,096 Long term assets held for resale 220,574 — — — 220,574 Total assets $ 1,246,859 $ — $ — $ — $ 1,246,859 LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Bank overdraft $ 21,335 $ — $ — $ — $ 21,335 Accounts payable and accrued liabilities 423,242 — — — 423,242 Taxes payable 2,539,518 — — — 2,539,518 Deferred revenue 88,546 — — — 88,546 Short Term loan 82,962 (34,357 ) 10,530 — 59,135 Current portion of loan payable 7,811 — — — 7,811 Related party notes 394,998 — — — 394,998 Current liabilities held for resale 297,286 — — — 297,286 Total current liabilities 3,855,698 (34,357 ) 10,530 — 3,831,871 NON-CURRENT LIABILITIES Loan payable 21,130 — — — 21,130 Total liabilities 3,876,828 (34,357 ) 10,530 — 3,853,001 STOCKHOLDERS' DEFICIT Common stock; $0.01 par value, 100,000,000 shares authorized; 47,693,055 and 41,065,564 shares issued and outstanding as of September 30, 2014 and December 31, 2013 respectively 476,930 — — — 476,930 Additional paid-in capital 8,756,610 4,150,113 45,000 624,596 13,576,319 Accumulated other comprehensive loss 395,640 — — — 395,640 Accumulated deficit (12,259,149 ) (4,115,756 ) (55,530 ) (624,596 ) (17,055,031 ) Total stockholders' deficit (2,629,969 ) 34,357 (10,530 ) — (2,606,142 ) Total liabilities and stockholders' deficit $ 1,246,859 $ — $ — $ — $ 1,246,859 Unaudited Restated Consolidated Income Statement for the Three Months Ended September 30, 2014 GREENESTONE HEALTHCARE CORPORATION RESTATEMENT OF INCOME STATEMENT FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 As previously reported on Form 10-Q Beneficial Conversion feature Compensation As Restated Revenue $ 1,197,121 $ — $ — $ 1,197,121 Cost of Services Provided — — — — Gross margin 1,197,121 — — 1,197,121 Operating expenses Depreciation 20,718 — — 20,718 General and administrative 193,813 — — 193,813 Management fees 55 — — 55 Professional fees 115,565 — — 115,565 Rent 82,839 — — 82,839 Salaries and wages 576,618 — — 576,618 Total operating expenses 989,608 — — 989,608 Net operating loss 207,513 — — 207,513 Interest expense 2,640 (12,459 ) — (9,819 ) Net loss from continuing operations 210,152 (12,459 ) — 197,693 Net operating loss from discontinued operations (102,241 ) — — (102,241 ) Net loss applicable to common stockholders' 107,911 (12,459 ) — 95,452 Foreign currency translation adjustment 124,131 — — 124,131 Total comprehensive income/(loss) $ 232,042 $ (12,459 ) $ — $ 219,583 Unaudited Restated Consolidated Income Statement for the Nine Months Ended September 30, 2014 GREENESTONE HEALTHCARE CORPORATION RESTATEMENT OF INCOME STATEMENT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 As previously reported on Form 10-Q Beneficial Conversion feature Compensation As Restated Revenue $ 2,812,940 $ — $ — $ 2,812,940 Cost of Services Provided — — — — Gross margin 2,812,940 — — 2,812,940 Operating expenses Depreciation 61,861 — — 61,861 General and administrative 540,508 — — 540,508 Management fees 68,163 — — 68,163 Professional fees 180,618 — — 180,618 Rent 333,639 — — 333,639 Salaries and wages 1,724,194 — 624,596 2,348,790 Total operating expenses 2,908,983 — 624,596 3,533,579 Net operating loss (96,043 ) — (624,596 ) (720,639 ) Interest expense (18,988 ) (55,530 ) — (74,518 ) Net loss from continuing operations (115,031 ) (55,530 ) (624,596 ) (795,157 ) Net operating loss from discontinued operations (209,161 ) — — (209,161 ) Net loss applicable to common stockholders' (324,192 ) (55,530 ) (624,596 ) (1,004,318 ) Foreign currency translation adjustment 131,505 — — 131,505 Total comprehensive income/(loss) $ (192,687 ) $ (55,530 ) $ (624,596 ) $ (872,813 ) Unaudited Restated Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2014 GREENESTONE HEALTHCARE CORPORATION RESTATEMENT OF INCOME STATEMENT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 As previously reported on Form 10-Q Beneficial Conversion feature Compensation As Restated Operating activities Net loss applicable to common stockholders' $ (324,192 ) $ (55,530 ) $ (624,596 ) $ (1,004,318 ) Net loss from discontinued operations 209,161 — — 209,161 Net income (loss) - continuing operations (115,031 ) (55,530 ) (624,596 ) (795,157 ) Adjustment to reconcile net loss to net cash used in operating activities: Depreciation 61,861 — — 61,861 Movement in bad debts provision (12,078 ) — — (12,078 ) Stock issued for services — — 624,596 624,596 Amortization of beneficial conversion feature — 55,530 — 55,530 Changes in operating assets and liabilities Accounts receivable 6,479 — — 6,479 Prepaid expenses (11,286 ) — — (11,286 ) Accounts payable and accrued liabilities (17,365 ) — — (17,365 ) Taxes payable 167,599 — — 167,599 Deferred revenue (18,929 ) — — (18,929 ) Net cash used in operating activities - continuing operations 61,250 — — 61,250 Net cash used in operating activities - discontinued operations (247,549 ) — — (247,549 ) Net cash used in operating activities (186,299 ) — — (186,299 ) Investing activities Purchase of fixed assets (64,711 ) — — (64,711 ) Net cash used in investing activities - continuing operations (64,711 ) — — (64,711 ) Net cash used in investing activities - discontinued operations — — — — Net cash used in investing activities (64,711 ) — — (64,711 ) Financing activities Change in restricted cash (5,632 ) — — (5,632 ) Repayment of loan payable 4,730 — — 4,730 Proceeds from convertible notes payable 105,000 — — 105,000 Proceeds from issuance of common stock 382,503 — — 382,503 Proceeds from related party notes 250,652 — — 250,652 Repayment of related party notes (111,766 ) — — (111,766 ) Net cash used in financing activities - continuing operations 625,487 — — 625,487 Net cash used in financing activities - discontinued operations (401,244 ) — — (401,244 ) Net cash used in financing activities 224,243 — — 224,243 Effect of exchange rate on cash 131,505 — — 131,505 Net change in cash 104,738 — — 104,738 Beginning cash balance (deficiency) (126,073 ) — — (126,073 ) Ending cash balance ( excluding restricted ) $ (21,335 ) $ — $ — $ (21,335 ) |
2. Nature of business
2. Nature of business | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
2. Nature of business | 2. 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 September 30, 2015, the Company owns 100% of the outstanding shares of Greenstone Clinic Muskoka Inc., which was incorporated in 2010 under the laws of the Province of Ontario, Canada. Greenstone Clinic Muskoka Inc. provides medical services to various patients in clinics located in the regional municipality of Muskoka, Ontario, Canada. The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim consolidated financial information and Rule 8-03 of Regulation S-X. Accordingly, these consolidated interim financial statements do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. All adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included in these unaudited consolidated interim financial statements. Operating results for the nine month period presented are not necessarily indicative of the results that may be expected for any other interim period or for the full year. The balance sheet at December 31, 2014 has been derived from audited financial statements. The unaudited consolidated interim financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto for the year ended December 31, 2014. |
3. Going concern
3. Going concern | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
3. Going concern | 3. Going concern The CompanyÂ’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 September 30, 2015 the Company has a working capital deficiency of $2,673,184 and accumulated deficit of $19,868,367. Management believes that current available resources will not be sufficient to fund the CompanyÂ’s planned expenditures, including past due payroll and sales tax payments, as well as estimated penalties and interest, over the next 12 months. Accordingly, the Company will be dependent upon the raising of additional capital through placement of common shares, and, or debt financing in order to implement its business plan. 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. 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 CompanyÂ’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. |
4. Significant accounting polic
4. Significant accounting policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
4. Significant accounting policies | 4. 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 and foreign currency translation The accompanying consolidated interim financial statements include the accounts of the Company, and its subsidiary. All inter-company transactions and balances have been eliminated on consolidation. The Company’s subsidiary 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. The relevant translation rates are as follows: · For the nine month period ended September 30, 2015 the closing exchange rate was US$ 0.7466 to CDN$1.00 and the average rate was US$ 0.7946 to CDN$1.00 · For the nine month period ended September 30, 2014 the closing exchange rate was US$ 0.8929 to CDN$1.00 and the average rate was US$0.9137 to CDN$1.00. 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 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 $74,660 in restricted cash held by their bank to cover against the possibility of services not performed. f) Accounts receivable The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company's estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company's estimate of the allowance for doubtful accounts will change. At September 30, 2015 and December 31, 2014, the Company has $nil and $27,294 of allowance for doubtful accounts, respectively. g) 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 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. FAS 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 September 30, 2015. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis during the nine month period ended September 30, 2015. h) 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. i) 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. j) 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. k) Earnings per share information FASB ASC 260-10, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. The effect of computing diluted loss per share is anti-dilutive and, as such, basic and diluted loss per share is the same for the nine months ended September 30, 2015. l) Share based expenses ASC 718-10 "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. |
5. Recently adopted accounting
5. Recently adopted accounting pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
5. Recently adopted accounting pronouncements | 5. Recently adopted accounting pronouncements Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. In 2015, Revenue of guidance after is only annual including that reporting period. should entities guidance 2014-09 as reporting after December including that period. entities also Update of annual reporting period beginning annual period applies We In September 2015, FASB issued Accounting "'Business Combinations (Topic 805): an amounts period the on other years to adjustments amounts that occur effective earlier permitted that issued. all other the effective fiscal years beginning December interim periods The that earlier permitted financial that not been available are currently reviewing provisions this ASU determine impact results of flows Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. |
6. Financial instruments
6. Financial instruments | 9 Months Ended |
Sep. 30, 2015 | |
Investments, All Other Investments [Abstract] | |
6. Financial instruments | 6. 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, September 30, 2015. (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. Credit risk associated with accounts receivable of Greenstone Clinic Muskoka Inc. is mitigated due to the number of customers with balances outstanding, credit checks performed on our customers and frequent reviews of receivables to ensure timely collection. In the opinion of management, credit risk associated with accounts receivable is assessed as low, is not material and remains unchanged from the prior year. (b) Liquidity risk capital 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 $2,673,184 and accumulated deficit of $19,868,367. As disclosed in note 3 above, the Company may be required to raise additional 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 CompanyÂ’s financial condition. In the opinion of management, liquidity risk is assessed as high, material and remains unchanged from the prior year. The Company ensures that financial liabilities are placed with a financial institution with a high credit rating in order to mitigate the risk. There is a concentration risk associated with the bank indebtedness since the Company uses one financial institution. (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 has a low exposure to interest rate risk on its bank indebtedness as there is no bank indebtedness at September 30, 2015. 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 CompanyÂ’s financial assets and liabilities are denominated in Canadian dollars. Based on the net exposures at September 30, 2015, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $8,400 increase or decrease in the CompanyÂ’s after-tax net loss from continuing operations. 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. |
7. Accounts receivable
7. Accounts receivable | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
7. Accounts receivable | 7. Accounts receivable The consolidated accounts receivable balance consists primarily of amounts due from the following parties: September 30, 2015 December 31, 2014 Treatment program $ 41,725 $ 175,585 Outpatient services — 16,541 41,725 192,126 Allowance for bad debts — (27,294 ) $ 41,725 $ 164,832 |
8. Due from the sale of Subsidi
8. Due from the sale of Subsidiary | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
8. Due from the sale of Subsidiary | 8. Due from the sale of Subsidiary On December 17, 2014, the Company completed the sale of all the outstanding shares of the Endoscopy clinic, for the sum of CDN$1,282,002, comprised of the agreed purchase price of CDN$1,250,000 and the acquisition of net assets at closing of CDN$32,002 The sale price of CDN$1,282,002 included the assumption by the buyer of debt in the same amount as the sale price, which debt is owed by the Endoscopy clinic to the Company in the amount of CDN$895,460 and to the buyer of CDN$386,542. At closing, the buyer offset the assumed debt to the registrants of CDN$895,460 by CDN$277,500 through the cancellation of 2,408,268 shares of the Company’s common stock, for a net amount due to the Company of CDN$617,960. This debt is owed by the buyer to the Company in the form of an interest bearing note with a coupon of 5% per annum. The note was originally due on June 30, 2015 which was recently extended to December 31, 2015. The amount outstanding of CDN$617,960 was revalued at US$461,369 and US$493,806 as of September 30, 2015 and December 31, 2014, respectively. The interest due on the note amounted to CDN$29,628 as of September 30, 2015 and was revalued at US$22,120 as of September 30, 2015. Management has evaluated this receivable and believes that this receivable is collectible and no reserve is deemed necessary. The amount due on the sale if subsidiary is as follows: September 30, 2015 December 31, 2014 Note payable $ 461,369 $ 493,806 Accrued interest 22,120 — $ 483,489 $ 493,806 |
9. Fixed assets
9. Fixed assets | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
9. Fixed assets | 9. Fixed assets Fixed assets consist of the following: N et Book Value Cost Accumulated Amortization September 30, 2015 December 31, 2014 Computer equipment $ 21,278 $ (14,745 ) $ 6,533 $ 7,352 Computer software 9,848 (3,693 ) 6,155 — Furniture and equipment 351,210 (248,350 ) 102,860 114,306 Medical equipment 4,490 (3,356 ) 1,134 1,391 Vehicles 64,175 (40,723 ) 23,452 40,023 Leasehold improvements 142,793 (70,405 ) 72,388 93,471 $ 593,794 $ (381,272 ) $ 212,522 $ 256,543 |
10. Loans payable
10. Loans payable | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
10. Loans payable | 10. Loans payable The Company has an automobile loan payable bearing interest at 4.49% with blended monthly payments of CAN$835 that matures March 2018. The loan is secured by a vehicle with a net book value as at September 30, 2015 of $ 13,566. September 30, 2015 December 31, 2014 Short term portion of automobile loan payable $ 6,830 $ 7,625 Long term portion of automobile loan payable 10,837 18,460 $ 17,667 $ 26,085 Estimated principal re-payments are as follows: Amount 2015 $ 1,679 2016 6,907 2017 7,224 2018 1,857 $ 17,667 |
11. Short-term convertible loan
11. Short-term convertible loan | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
11. Short-term convertible loan | 11. Short-term convertible loan In May 2013 the company entered into a promissory note of up to $500,000 where the maturity date is one year after the lender provides the borrower with funds. A one-time interest rate of 12% is applied in case of non-payment within the initial 90 days. The note is convertible at the lesser of $0.30 or 70% of the lowest trading price in the 25 trading days prior to conversion. In 2014 the Company received $105,000 in proceeds and converted $127,076 into 2,245,991 shares of common stock. As of December 31, 2014 the net balance of this loan amounted to $30,258 comprised of a principal balance of $42,466 and a net debt discount of $12,208. During the nine months ended September 30, 2015 the Company made cash payments amounting to $34,350 principal plus interest of $6,870 and converted $8,117 through the issuance of 300,000 shares of common stock to repay the loan in full. |
12. Taxes payable
12. Taxes payable | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
12. Taxes payable | 12. Taxes payable The Company has taxes, interest and penalties payable at September 30, 2015 and December 31, 2014 as follows: September 30, 2015 December 31, 2014 Harmonized sales tax $ 527,483 $ 590,919 Payroll taxes 1,976,470 2,065,378 US Taxes and penalties 150,000 150,000 $ 2,653,953 $ 2,806,297 The Company intends to raise funds to settle the outstanding tax liabilities. There is no guarantee that we will raise sufficient funds to settle the outstanding liability within the next twelve months. |
13. Related party transactions
13. Related party transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
13. Related party transactions | 13. Related party transactions A portion of related party notes is due to Greenstone Clinic Inc. in the amount of $66,878 and $84,736 as of September 30, 2015 and December 31, 2014, respectively. The Company is related to Greenstone Clinic Inc. as it is controlled by one of the CompanyÂ’s directors. The balance owing is non-interest bearing, not secured and has no specified terms of repayment. The Company also has a receivable balance of $48,400 due from one of the CompanyÂ’s directors and a short-term receivable from the Endoscopy Clinic, which was recently sold, of $9,037. Both of these related party receivables are non-interest bearing, and have no specific repayment terms The Company had management fees totaling $96,705 and $68,163 during the nine months ended September 30, 2015 and 2014, respectively to the director (Greenstone Clinic Inc.) 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. The Company had rental expense amounting to $263,568 and $333,639 during the nine months ended September 30, 2015 and 2014, respectively. 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. |
14. Stockholders' deficit
14. Stockholders' deficit | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
14. Stockholders' deficit | 14. Stockholders’ deficit Common shares Authorized On June 30, 2012, the Company filed a Certificate of Amendment with the Colorado Secretary of State to increase the aggregate number of shares, which the Company has authority to issue to 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. The amendment was approved by the Colorado Secretary of State on March 26, 2013. Issued and outstanding The Company has a total of 47,738,855 and 46,131,764 issued and outstanding common shares as at September 30, 2015 and December 31, 2014, respectively. The Company issued 300,000 shares of its common stock to satisfy its obligations under the conversion of an aggregate principal amount of $8,117 of convertible promissory notes for the nine months ended September 30, 2015. The Company adjusted previously issued 2,909 common shares pursuant to convertible note conversions to reflect currency exchange differences. The Company issued 250,000 shares of its common stock as compensation for $25,000 of services rendered for the nine months ended September 30, 2015. The holders of 106,000 Series “B” preferred shares converted their shares into 1,060,000 common shares on April 30, 2015 at a conversion factor of 10:1. Preferred shares Authorized On March 25, 2013, the Company, under the certificate of amendment filed above also to authorize three million (3,000,000) series A convertible preferred shares with a par value of $0.01 per share, and also to authorize ten million (10,000,000) series B convertible preferred shares, par value $0.01 per share. Each series B convertible preferred share is convertible into 10 Common shares. The amendment was approved by the Colorado Secretary of State on March 26, 2013. Issued and outstanding The Company had no issued and outstanding preferred shares as at September 30, 2015. The holders of 106,000 Series “B” preferred shares converted their shares into 1,060,000 common shares on April 30, 2015 at a conversion factor of 10:1. The options outstanding are as follows as of September 30, 2015: Number of options outstanding Weighted average exercise price per share Outstanding at December 31, 2014 6,780,000 $ 0.139 Granted — — Cancelled/forfeited — — Expired — — Exercised — — Outstanding at September 30, 2015 6,780,000 $ 0.139 |
15. Income taxes
15. Income taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
15. Income taxes | 15. 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 nine months ended September 30, 2015, 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 September 30, 2014 and December 31, 2015 are as follows: September 30, 2015 December 31, 2014 Net operating loss carry forward $ 19,868,367 $ 19,566,029 Valuation allowance (19,868,367 ) (19,566,029 ) Outstanding at September 30, 2015 $ — $ — A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows: September 30, 2015 December 31, 2014 Tax benefit at statutory rate $ 105,818 $ 570,870 Valuation allowance (105,818 ) (570,870 ) Net future tax asset $ — $ — The Company did not pay any income taxes during the nine month period ended September 30, 2015 and the year ended December 31, 2014. The net federal operating loss carry forwards will expire in 2024 through 2034. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. |
4. Significant accounting pol22
4. Significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
a) Principals of consolidation and foreign currency translation | a) Principals of consolidation and foreign currency translation The accompanying consolidated interim financial statements include the accounts of the Company, and its subsidiary. All inter-company transactions and balances have been eliminated on consolidation. The Company’s subsidiary 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. The relevant translation rates are as follows: · For the nine month period ended September 30, 2015 the closing exchange rate was US$ 0.7466 to CDN$1.00 and the average rate was US$ 0.7946 to CDN$1.00 · For the nine month period ended September 30, 2014 the closing exchange rate was US$ 0.8929 to CDN$1.00 and the average rate was US$0.9137 to CDN$1.00. |
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 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 $74,660 in restricted cash held by their bank to cover against the possibility of services not performed. |
f) Accounts receivable | f) Accounts receivable The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company's estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company's estimate of the allowance for doubtful accounts will change. At September 30, 2015 and December 31, 2014, the Company has $nil and $27,294 of allowance for doubtful accounts, respectively. |
g) Financial instruments | g) 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 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. FAS 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 September 30, 2015. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis during the nine month period ended September 30, 2015. |
h) Fixed assets | h) 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. |
i) Leases | i) 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. |
j) Income taxes | j) 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. |
k) Earnings per share information | k) Earnings per share information FASB ASC 260-10, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. The effect of computing diluted loss per share is anti-dilutive and, as such, basic and diluted loss per share is the same for the nine months ended September 30, 2015. |
l) Share based expenses | l) Share based expenses ASC 718-10 "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. |
1. Restatement of Previously 23
1. Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | GREENESTONE HEALTHCARE CORPORATION RESTATEMENT OF BALANCE SHEET AT SEPTEMBER 30, 2014 As previously reported on Form 10-Q Opening Deficit Beneficial Conversion feature Compensation As ASSETS CURRENT ASSETS Cash $ — $ — $ — $ — $ — Accounts receivable, net 200,103 — — — 200,103 Prepaid expenses 95,810 — — — 95,810 Current assets held for resale 354,986 — — — 354,986 Total current assets 650,899 — — — 650,899 NON-CURRENT ASSETS Cash - Restricted 89,290 — — — 89,290 Fixed assets, net 286,096 — — — 286,096 Long term assets held for resale 220,574 — — — 220,574 Total assets $ 1,246,859 $ — $ — $ — $ 1,246,859 LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Bank overdraft $ 21,335 $ — $ — $ — $ 21,335 Accounts payable and accrued liabilities 423,242 — — — 423,242 Taxes payable 2,539,518 — — — 2,539,518 Deferred revenue 88,546 — — — 88,546 Short Term loan 82,962 (34,357 ) 10,530 — 59,135 Current portion of loan payable 7,811 — — — 7,811 Related party notes 394,998 — — — 394,998 Current liabilities held for resale 297,286 — — — 297,286 Total current liabilities 3,855,698 (34,357 ) 10,530 — 3,831,871 NON-CURRENT LIABILITIES Loan payable 21,130 — — — 21,130 Total liabilities 3,876,828 (34,357 ) 10,530 — 3,853,001 STOCKHOLDERS' DEFICIT Common stock; $0.01 par value, 100,000,000 shares authorized; 47,693,055 and 41,065,564 shares issued and outstanding as of September 30, 2014 and December 31, 2013 respectively 476,930 — — — 476,930 Additional paid-in capital 8,756,610 4,150,113 45,000 624,596 13,576,319 Accumulated other comprehensive loss 395,640 — — — 395,640 Accumulated deficit (12,259,149 ) (4,115,756 ) (55,530 ) (624,596 ) (17,055,031 ) Total stockholders' deficit (2,629,969 ) 34,357 (10,530 ) — (2,606,142 ) Total liabilities and stockholders' deficit $ 1,246,859 $ — $ — $ — $ 1,246,859 Unaudited Restated Consolidated Income Statement for the Three Months Ended September 30, 2014 GREENESTONE HEALTHCARE CORPORATION RESTATEMENT OF INCOME STATEMENT FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 As previously reported on Form 10-Q Beneficial Conversion feature Compensation As Restated Revenue $ 1,197,121 $ — $ — $ 1,197,121 Cost of Services Provided — — — — Gross margin 1,197,121 — — 1,197,121 Operating expenses Depreciation 20,718 — — 20,718 General and administrative 193,813 — — 193,813 Management fees 55 — — 55 Professional fees 115,565 — — 115,565 Rent 82,839 — — 82,839 Salaries and wages 576,618 — — 576,618 Total operating expenses 989,608 — — 989,608 Net operating loss 207,513 — — 207,513 Interest expense 2,640 (12,459 ) — (9,819 ) Net loss from continuing operations 210,152 (12,459 ) — 197,693 Net operating loss from discontinued operations (102,241 ) — — (102,241 ) Net loss applicable to common stockholders' 107,911 (12,459 ) — 95,452 Foreign currency translation adjustment 124,131 — — 124,131 Total comprehensive income/(loss) $ 232,042 $ (12,459 ) $ — $ 219,583 Unaudited Restated Consolidated Income Statement for the Nine Months Ended September 30, 2014 GREENESTONE HEALTHCARE CORPORATION RESTATEMENT OF INCOME STATEMENT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 As previously reported on Form 10-Q Beneficial Conversion feature Compensation As Restated Revenue $ 2,812,940 $ — $ — $ 2,812,940 Cost of Services Provided — — — — Gross margin 2,812,940 — — 2,812,940 Operating expenses Depreciation 61,861 — — 61,861 General and administrative 540,508 — — 540,508 Management fees 68,163 — — 68,163 Professional fees 180,618 — — 180,618 Rent 333,639 — — 333,639 Salaries and wages 1,724,194 — 624,596 2,348,790 Total operating expenses 2,908,983 — 624,596 3,533,579 Net operating loss (96,043 ) — (624,596 ) (720,639 ) Interest expense (18,988 ) (55,530 ) — (74,518 ) Net loss from continuing operations (115,031 ) (55,530 ) (624,596 ) (795,157 ) Net operating loss from discontinued operations (209,161 ) — — (209,161 ) Net loss applicable to common stockholders' (324,192 ) (55,530 ) (624,596 ) (1,004,318 ) Foreign currency translation adjustment 131,505 — — 131,505 Total comprehensive income/(loss) $ (192,687 ) $ (55,530 ) $ (624,596 ) $ (872,813 ) Unaudited Restated Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2014 GREENESTONE HEALTHCARE CORPORATION RESTATEMENT OF INCOME STATEMENT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 As previously reported on Form 10-Q Beneficial Conversion feature Compensation As Restated Operating activities Net loss applicable to common stockholders' $ (324,192 ) $ (55,530 ) $ (624,596 ) $ (1,004,318 ) Net loss from discontinued operations 209,161 — — 209,161 Net income (loss) - continuing operations (115,031 ) (55,530 ) (624,596 ) (795,157 ) Adjustment to reconcile net loss to net cash used in operating activities: Depreciation 61,861 — — 61,861 Movement in bad debts provision (12,078 ) — — (12,078 ) Stock issued for services — — 624,596 624,596 Amortization of beneficial conversion feature — 55,530 — 55,530 Changes in operating assets and liabilities Accounts receivable 6,479 — — 6,479 Prepaid expenses (11,286 ) — — (11,286 ) Accounts payable and accrued liabilities (17,365 ) — — (17,365 ) Taxes payable 167,599 — — 167,599 Deferred revenue (18,929 ) — — (18,929 ) Net cash used in operating activities - continuing operations 61,250 — — 61,250 Net cash used in operating activities - discontinued operations (247,549 ) — — (247,549 ) Net cash used in operating activities (186,299 ) — — (186,299 ) Investing activities Purchase of fixed assets (64,711 ) — — (64,711 ) Net cash used in investing activities - continuing operations (64,711 ) — — (64,711 ) Net cash used in investing activities - discontinued operations — — — — Net cash used in investing activities (64,711 ) — — (64,711 ) Financing activities Change in restricted cash (5,632 ) — — (5,632 ) Repayment of loan payable 4,730 — — 4,730 Proceeds from convertible notes payable 105,000 — — 105,000 Proceeds from issuance of common stock 382,503 — — 382,503 Proceeds from related party notes 250,652 — — 250,652 Repayment of related party notes (111,766 ) — — (111,766 ) Net cash used in financing activities - continuing operations 625,487 — — 625,487 Net cash used in financing activities - discontinued operations (401,244 ) — — (401,244 ) Net cash used in financing activities 224,243 — — 224,243 Effect of exchange rate on cash 131,505 — — 131,505 Net change in cash 104,738 — — 104,738 Beginning cash balance (deficiency) (126,073 ) — — (126,073 ) Ending cash balance ( excluding restricted ) $ (21,335 ) $ — $ — $ (21,335 ) |
4. Significant accounting pol24
4. Significant accounting policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Fixed Assets Depreciation Rates | Computer Equipment 30% Computer Software 100% Furniture and Equipment 30% Medical Equipment 25% Vehicles 30% |
7. Accounts receivable (Tables)
7. Accounts receivable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Accounts Receivable | September 30, 2015 December 31, 2014 Treatment program $ 41,725 $ 175,585 Outpatient services — 16,541 41,725 192,126 Allowance for bad debts — (27,294 ) $ 41,725 $ 164,832 |
8. Due from the sale of Subsi26
8. Due from the sale of Subsidiary (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Due from Sale of Subsidiary | September 30, 2015 December 31, 2014 Note payable $ 461,369 $ 493,806 Accrued interest 22,120 — $ 483,489 $ 493,806 |
9. Fixed assets (Tables)
9. Fixed assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | N et Book Value Cost Accumulated Amortization September 30, 2015 December 31, 2014 Computer equipment $ 21,278 $ (14,745 ) $ 6,533 $ 7,352 Computer software 9,848 (3,693 ) 6,155 — Furniture and equipment 351,210 (248,350 ) 102,860 114,306 Medical equipment 4,490 (3,356 ) 1,134 1,391 Vehicles 64,175 (40,723 ) 23,452 40,023 Leasehold improvements 142,793 (70,405 ) 72,388 93,471 $ 593,794 $ (381,272 ) $ 212,522 $ 256,543 |
10. Loans payable (Tables)
10. Loans payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Loans Payable | September 30, 2015 December 31, 2014 Short term portion of automobile loan payable $ 6,830 $ 7,625 Long term portion of automobile loan payable 10,837 18,460 $ 17,667 $ 26,085 |
Estimated Principal Repayments | Amount 2015 $ 1,679 2016 6,907 2017 7,224 2018 1,857 $ 17,667 |
12. Taxes payable (Tables)
12. Taxes payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Taxes Payable | September 30, 2015 December 31, 2014 Harmonized sales tax $ 527,483 $ 590,919 Payroll taxes 1,976,470 2,065,378 US Taxes and penalties 150,000 150,000 $ 2,653,953 $ 2,806,297 |
14. Stockholders' deficit (Tabl
14. Stockholders' deficit (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Options Outstanding | Number of options outstanding Weighted average exercise price per share Outstanding at December 31, 2014 6,780,000 $ 0.139 Granted — — Cancelled/forfeited — — Expired — — Exercised — — Outstanding at September 30, 2015 6,780,000 $ 0.139 |
15. Income taxes (Tables)
15. Income taxes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Future Tax Asset | September 30, 2015 December 31, 2014 Net operating loss carry forward $ 19,868,367 $ 19,566,029 Valuation allowance (19,868,367 ) (19,566,029 ) Outstanding at September 30, 2015 $ — $ — |
Reconciliation of Income Taxes | September 30, 2015 December 31, 2014 Tax benefit at statutory rate $ 105,818 $ 570,870 Valuation allowance (105,818 ) (570,870 ) Net future tax asset $ — $ — |
1. Restatement of Previously 32
1. Restatement of Previously Issued Financial Statements - Restatement of Previously Issued Financial Statements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
CURRENT ASSETS | ||||||
Cash | $ 30,780 | $ (21,335) | $ 30,780 | $ (21,335) | $ 88,152 | $ (126,073) |
Accounts receivable | 41,725 | 41,725 | 164,832 | |||
Prepaid expenses | 33,036 | 33,036 | 46,267 | |||
Total current assets | 589,030 | 589,030 | 793,057 | |||
NON CURRENT ASSETS: | ||||||
Cash - restricted | 74,660 | 74,660 | 86,200 | |||
Total assets | 876,212 | 876,212 | 1,135,800 | |||
CURRENT LIABILITIES | ||||||
Accounts payable and accrued liabilities | 524,812 | 524,812 | 808,971 | |||
Deferred revenue | 67,178 | 67,178 | 143,839 | |||
Total current liabilities | 3,262,214 | 3,262,214 | 3,847,826 | |||
Total Liabilities | 3,273,051 | 3,273,051 | 3,866,286 | |||
STOCKHOLDERS' DEFICIT | ||||||
Common stock | 477,389 | 477,389 | 461,318 | |||
Additional paid-in capital | 16,177,534 | 16,177,534 | 16,129,038 | |||
Accumulated other comprehensive loss | 816,605 | 816,605 | 245,187 | |||
Accumulated deficit | (19,868,367) | (19,868,367) | (19,566,029) | |||
Total Stockholders' Deficit | (2,396,839) | (2,396,839) | (2,730,486) | $ (3,070,336) | ||
Total Liabilities and Stockholders' Deficit | 876,212 | 876,212 | 1,135,800 | |||
Revenues | 848,767 | 1,197,121 | 2,477,413 | 2,812,940 | ||
Operating expenses | ||||||
Depreciation | 22,863 | 20,718 | 70,303 | 61,861 | ||
Rent | 425,324 | 576,618 | 1,339,029 | 2,348,790 | ||
Total operating expenses | 138,209 | 207,513 | (47,285) | (720,639) | ||
Interest expense | $ (302,338) | (795,157) | ||||
Income (loss) from continuing operations | 102,241 | 209,161 | ||||
Net loss applicable to common shareholders | 46,516 | 95,452 | $ (302,338) | (1,004,318) | ||
Foreign currency translation adjustment | 240,531 | 124,131 | 571,418 | 131,505 | ||
Total comprehensive loss | 287,047 | $ 219,583 | 269,080 | (872,813) | ||
Cash flows from operating activities: | ||||||
Net income (loss) - continuing operations | (302,338) | $ (1,900,273) | ||||
Adjustment to reconcile net loss to net cash used in operating activities: | $ 70,303 | 61,861 | ||||
Movement in bad debts provision | (12,078) | |||||
Stock issued for services | $ 56,906 | 624,596 | ||||
Changes in operating assets and liabilities | ||||||
Accounts receivable | 123,106 | 6,479 | ||||
Prepaid expenses | 13,231 | (11,286) | ||||
Accounts payable and accrued liabilities | (284,159) | (17,365) | ||||
Taxes payable | (152,344) | 167,599 | ||||
Deferred revenue | (76,661) | (18,929) | ||||
Net cash used in operating activities - continuing operations | $ (529,386) | 61,250 | ||||
Net cash used in operating activities - discontinued operations | (247,549) | |||||
Net cash used in operating activities | $ (529,386) | (186,299) | ||||
Investing activities | ||||||
Purchase of fixed assets | 26,281 | 64,711 | ||||
Net cash used in investing activities - continuing operations | $ (26,281) | $ (64,711) | ||||
Net cash used in investing activities | ||||||
Financing activities | ||||||
Change in restricted cash | $ 11,540 | $ 4,730 | ||||
Proceeds from convertible notes payable | 105,000 | |||||
Proceeds from related party notes | 250,652 | |||||
Repayment of related party notes | $ 41,876 | 111,766 | ||||
Net cash used in financing activities - continuing operations | $ (73,123) | 625,487 | ||||
Net cash used in financing activities - discontinued operations | (401,244) | |||||
Net cash used in financing activities | $ (73,123) | $ 224,243 | ||||
Effect of exchange rate on cash | $ (73,157) | (145,576) | ||||
Net change in cash | $ (57,372) | $ 104,738 | ||||
Previously Reported [Member] | ||||||
CURRENT ASSETS | ||||||
Cash | ||||||
Accounts receivable | $ 200,103 | $ 200,103 | ||||
Prepaid expenses | 95,810 | 95,810 | ||||
Current assets - held for sale | 354,986 | 354,986 | ||||
Total current assets | 650,899 | 650,899 | ||||
NON CURRENT ASSETS: | ||||||
Cash - restricted | 89,290 | 89,290 | ||||
Fixed assets | 286,096 | 286,096 | ||||
Long term assets - held for resale | 220,574 | 220,574 | ||||
Total assets | 1,246,859 | 1,246,859 | ||||
CURRENT LIABILITIES | ||||||
Bank overdraft | 21,355 | 21,355 | ||||
Accounts payable and accrued liabilities | 423,242 | 423,242 | ||||
Taxes payable | 2,539,518 | 2,539,518 | ||||
Deferred revenue | 88,546 | 88,546 | ||||
Short term loan | 82,962 | 82,962 | ||||
Current portion of loan payable | 7,811 | 7,811 | ||||
Related party payables | 394,998 | 394,998 | ||||
Current liabilities - held for resale | 297,286 | 297,286 | ||||
Total current liabilities | 3,855,698 | 3,855,698 | ||||
Loan payable | 21,130 | 21,130 | ||||
Total Liabilities | 3,876,828 | 3,876,828 | ||||
STOCKHOLDERS' DEFICIT | ||||||
Common stock | 476,930 | 476,930 | ||||
Additional paid-in capital | 8,756,610 | 8,756,610 | ||||
Accumulated other comprehensive loss | 395,640 | 395,640 | ||||
Accumulated deficit | (12,259,149) | (12,259,149) | ||||
Total Stockholders' Deficit | (2,629,969) | (2,629,969) | ||||
Total Liabilities and Stockholders' Deficit | 1,246,859 | 1,246,859 | ||||
Revenues | $ 1,197,121 | $ 2,812,940 | ||||
Cost of services provided | ||||||
Gross margin | $ 1,197,121 | $ 2,812,940 | ||||
Operating expenses | ||||||
Depreciation | 20,718 | 61,861 | ||||
General and administrative | 193,813 | 540,508 | ||||
Management fees | 55 | 68,163 | ||||
Professional fees | 115,565 | 180,618 | ||||
Rent | 82,839 | 333,639 | ||||
Salaries and wages | 576,618 | 1,724,194 | ||||
Total operating expenses | 989,608 | 2,908,983 | ||||
Net operating income (loss) | 207,513 | (96,043) | ||||
Interest expense | 2,640 | (18,988) | ||||
Income (loss) from continuing operations | 210,152 | (115,031) | ||||
Loss from discontinued operations, net of tax | (102,241) | (209,161) | ||||
Net loss applicable to common shareholders | 107,911 | (324,192) | ||||
Foreign currency translation adjustment | 124,131 | 131,505 | ||||
Total comprehensive loss | 232,042 | (192,687) | ||||
Cash flows from operating activities: | ||||||
Net loss from discontinued operations | $ (102,241) | (209,161) | ||||
Net income (loss) - continuing operations | (115,031) | |||||
Depreciation | 61,861 | |||||
Movement in bad debts provision | $ (12,078) | |||||
Stock issued for services | ||||||
Amortization of beneficial conversion feature | ||||||
Changes in operating assets and liabilities | ||||||
Accounts receivable | $ 6,479 | |||||
Prepaid expenses | (11,286) | |||||
Accounts payable and accrued liabilities | (17,365) | |||||
Taxes payable | 167,599 | |||||
Deferred revenue | (18,929) | |||||
Net cash used in operating activities - continuing operations | 61,250 | |||||
Net cash used in operating activities - discontinued operations | (247,549) | |||||
Net cash used in operating activities | (186,299) | |||||
Investing activities | ||||||
Purchase of fixed assets | 64,711 | |||||
Net cash used in investing activities - continuing operations | $ (64,711) | |||||
Net cash used in investing activities - discontinued operations | ||||||
Net cash used in investing activities | $ (64,711) | |||||
Financing activities | ||||||
Change in restricted cash | (5,632) | |||||
Repayment of loan payable | (4,730) | |||||
Proceeds from convertible notes payable | 105,000 | |||||
Proceeds from issuance of common stock | 382,503 | |||||
Proceeds from related party notes | 250,652 | |||||
Repayment of related party notes | 111,766 | |||||
Net cash used in financing activities - continuing operations | 625,487 | |||||
Net cash used in financing activities - discontinued operations | (401,244) | |||||
Net cash used in financing activities | 224,243 | |||||
Effect of exchange rate on cash | 131,505 | |||||
Net change in cash | 104,738 | |||||
Beginning cash balance (deficiency) | (126,073) | |||||
Ending cash balance ( excluding restricted ) | $ (21,335) | |||||
Opening Deficit [Member] | ||||||
CURRENT ASSETS | ||||||
Cash | ||||||
Accounts receivable | ||||||
Prepaid expenses | ||||||
Current assets - held for sale | ||||||
Total current assets | ||||||
NON CURRENT ASSETS: | ||||||
Cash - restricted | ||||||
Fixed assets | ||||||
Long term assets - held for resale | ||||||
Total assets | ||||||
CURRENT LIABILITIES | ||||||
Bank overdraft | ||||||
Accounts payable and accrued liabilities | ||||||
Taxes payable | ||||||
Deferred revenue | ||||||
Short term loan | $ (34,357) | $ (34,357) | ||||
Current portion of loan payable | ||||||
Related party payables | ||||||
Current liabilities - held for resale | ||||||
Total current liabilities | $ (34,357) | $ (34,357) | ||||
Loan payable | ||||||
Total Liabilities | $ (34,357) | $ (34,357) | ||||
STOCKHOLDERS' DEFICIT | ||||||
Common stock | ||||||
Additional paid-in capital | $ 4,150,113 | $ 4,150,113 | ||||
Accumulated other comprehensive loss | ||||||
Accumulated deficit | $ (4,115,756) | $ (4,115,756) | ||||
Total Stockholders' Deficit | $ 34,357 | $ 34,357 | ||||
Total Liabilities and Stockholders' Deficit | ||||||
Beneficial Conversion Feature [Member] | ||||||
CURRENT ASSETS | ||||||
Cash | ||||||
Accounts receivable | ||||||
Prepaid expenses | ||||||
Current assets - held for sale | ||||||
Total current assets | ||||||
NON CURRENT ASSETS: | ||||||
Cash - restricted | ||||||
Fixed assets | ||||||
Long term assets - held for resale | ||||||
Total assets | ||||||
CURRENT LIABILITIES | ||||||
Bank overdraft | ||||||
Accounts payable and accrued liabilities | ||||||
Taxes payable | ||||||
Deferred revenue | ||||||
Short term loan | $ 10,530 | $ 10,530 | ||||
Current portion of loan payable | ||||||
Related party payables | ||||||
Current liabilities - held for resale | ||||||
Total current liabilities | $ 10,530 | $ 10,530 | ||||
Loan payable | ||||||
Total Liabilities | $ 10,530 | $ 10,530 | ||||
STOCKHOLDERS' DEFICIT | ||||||
Common stock | ||||||
Additional paid-in capital | $ 45,000 | $ 45,000 | ||||
Accumulated other comprehensive loss | ||||||
Accumulated deficit | $ (55,530) | $ (55,530) | ||||
Total Stockholders' Deficit | $ (10,530) | $ (10,530) | ||||
Total Liabilities and Stockholders' Deficit | ||||||
Revenues | ||||||
Cost of services provided | ||||||
Gross margin | ||||||
Operating expenses | ||||||
Depreciation | ||||||
General and administrative | ||||||
Management fees | ||||||
Professional fees | ||||||
Rent | ||||||
Salaries and wages | ||||||
Total operating expenses | ||||||
Net operating income (loss) | ||||||
Interest expense | $ (12,459) | $ (55,530) | ||||
Income (loss) from continuing operations | $ (12,459) | $ (55,530) | ||||
Loss from discontinued operations, net of tax | ||||||
Net loss applicable to common shareholders | $ (12,459) | $ (55,530) | ||||
Foreign currency translation adjustment | ||||||
Total comprehensive loss | $ (12,459) | $ (55,530) | ||||
Cash flows from operating activities: | ||||||
Net loss from discontinued operations | ||||||
Net income (loss) - continuing operations | $ (55,530) | |||||
Depreciation | ||||||
Movement in bad debts provision | ||||||
Stock issued for services | ||||||
Amortization of beneficial conversion feature | $ 55,530 | |||||
Changes in operating assets and liabilities | ||||||
Accounts receivable | ||||||
Prepaid expenses | ||||||
Accounts payable and accrued liabilities | ||||||
Taxes payable | ||||||
Deferred revenue | ||||||
Net cash used in operating activities - continuing operations | ||||||
Net cash used in operating activities - discontinued operations | ||||||
Net cash used in operating activities | ||||||
Investing activities | ||||||
Purchase of fixed assets | ||||||
Net cash used in investing activities - continuing operations | ||||||
Net cash used in investing activities - discontinued operations | ||||||
Net cash used in investing activities | ||||||
Financing activities | ||||||
Change in restricted cash | ||||||
Repayment of loan payable | ||||||
Proceeds from convertible notes payable | ||||||
Proceeds from issuance of common stock | ||||||
Proceeds from related party notes | ||||||
Repayment of related party notes | ||||||
Net cash used in financing activities - continuing operations | ||||||
Net cash used in financing activities - discontinued operations | ||||||
Net cash used in financing activities | ||||||
Effect of exchange rate on cash | ||||||
Net change in cash | ||||||
Beginning cash balance (deficiency) | ||||||
Ending cash balance ( excluding restricted ) | ||||||
Compensation [Member] | ||||||
CURRENT ASSETS | ||||||
Cash | ||||||
Accounts receivable | ||||||
Prepaid expenses | ||||||
Current assets - held for sale | ||||||
Total current assets | ||||||
NON CURRENT ASSETS: | ||||||
Cash - restricted | ||||||
Fixed assets | ||||||
Long term assets - held for resale | ||||||
Total assets | ||||||
CURRENT LIABILITIES | ||||||
Bank overdraft | ||||||
Accounts payable and accrued liabilities | ||||||
Taxes payable | ||||||
Deferred revenue | ||||||
Short term loan | ||||||
Current portion of loan payable | ||||||
Related party payables | ||||||
Current liabilities - held for resale | ||||||
Total current liabilities | ||||||
Loan payable | ||||||
Total Liabilities | ||||||
STOCKHOLDERS' DEFICIT | ||||||
Common stock | ||||||
Additional paid-in capital | $ 624,596 | $ 624,596 | ||||
Accumulated other comprehensive loss | ||||||
Accumulated deficit | $ (624,596) | $ (624,596) | ||||
Total Stockholders' Deficit | ||||||
Total Liabilities and Stockholders' Deficit | ||||||
Revenues | ||||||
Cost of services provided | ||||||
Gross margin | ||||||
Operating expenses | ||||||
Depreciation | ||||||
General and administrative | ||||||
Management fees | ||||||
Professional fees | ||||||
Rent | ||||||
Salaries and wages | $ 624,596 | |||||
Total operating expenses | 624,596 | |||||
Net operating income (loss) | $ (624,596) | |||||
Interest expense | ||||||
Income (loss) from continuing operations | $ (624,596) | |||||
Loss from discontinued operations, net of tax | ||||||
Net loss applicable to common shareholders | $ (624,596) | |||||
Foreign currency translation adjustment | ||||||
Total comprehensive loss | $ (624,596) | |||||
Cash flows from operating activities: | ||||||
Net loss from discontinued operations | ||||||
Net income (loss) - continuing operations | $ (624,596) | |||||
Depreciation | ||||||
Movement in bad debts provision | ||||||
Stock issued for services | $ 624,596 | |||||
Amortization of beneficial conversion feature | ||||||
Changes in operating assets and liabilities | ||||||
Accounts receivable | ||||||
Prepaid expenses | ||||||
Accounts payable and accrued liabilities | ||||||
Taxes payable | ||||||
Deferred revenue | ||||||
Net cash used in operating activities - continuing operations | ||||||
Net cash used in operating activities - discontinued operations | ||||||
Net cash used in operating activities | ||||||
Investing activities | ||||||
Purchase of fixed assets | ||||||
Net cash used in investing activities - continuing operations | ||||||
Net cash used in investing activities - discontinued operations | ||||||
Net cash used in investing activities | ||||||
Financing activities | ||||||
Change in restricted cash | ||||||
Repayment of loan payable | ||||||
Proceeds from convertible notes payable | ||||||
Proceeds from issuance of common stock | ||||||
Proceeds from related party notes | ||||||
Repayment of related party notes | ||||||
Net cash used in financing activities - continuing operations | ||||||
Net cash used in financing activities - discontinued operations | ||||||
Net cash used in financing activities | ||||||
Effect of exchange rate on cash | ||||||
Net change in cash | ||||||
Beginning cash balance (deficiency) | ||||||
Ending cash balance ( excluding restricted ) | ||||||
As Restated [Member] | ||||||
CURRENT ASSETS | ||||||
Cash | ||||||
Accounts receivable | $ 200,103 | $ 200,103 | ||||
Prepaid expenses | 95,810 | 95,810 | ||||
Current assets - held for sale | 354,986 | 354,986 | ||||
Total current assets | 650,899 | 650,899 | ||||
NON CURRENT ASSETS: | ||||||
Cash - restricted | 89,290 | 89,290 | ||||
Fixed assets | 286,096 | 286,096 | ||||
Long term assets - held for resale | 220,574 | 220,574 | ||||
Total assets | 1,246,859 | 1,246,859 | ||||
CURRENT LIABILITIES | ||||||
Bank overdraft | 21,355 | 21,355 | ||||
Accounts payable and accrued liabilities | 423,242 | 423,242 | ||||
Taxes payable | 2,539,518 | 2,539,518 | ||||
Deferred revenue | 88,546 | 88,546 | ||||
Short term loan | 59,135 | 59,135 | ||||
Current portion of loan payable | 7,811 | 7,811 | ||||
Related party payables | 394,998 | 394,998 | ||||
Current liabilities - held for resale | 297,286 | 297,286 | ||||
Total current liabilities | 3,831,871 | 3,831,871 | ||||
Loan payable | 21,130 | 21,130 | ||||
Total Liabilities | 3,853,001 | 3,853,001 | ||||
STOCKHOLDERS' DEFICIT | ||||||
Common stock | 476,930 | 476,930 | ||||
Additional paid-in capital | 13,576,319 | 13,576,319 | ||||
Accumulated other comprehensive loss | 395,640 | 395,640 | ||||
Accumulated deficit | (17,055,031) | (17,055,031) | ||||
Total Stockholders' Deficit | (2,606,142) | (2,606,142) | ||||
Total Liabilities and Stockholders' Deficit | 1,246,859 | 1,246,859 | ||||
Revenues | $ 1,197,121 | $ 2,812,940 | ||||
Cost of services provided | ||||||
Gross margin | $ 1,197,121 | $ 2,812,940 | ||||
Operating expenses | ||||||
Depreciation | 20,718 | 61,861 | ||||
General and administrative | 193,814 | 540,508 | ||||
Management fees | 55 | 68,163 | ||||
Professional fees | 115,565 | 180,618 | ||||
Rent | 82,839 | 333,639 | ||||
Salaries and wages | 576,618 | 2,348,790 | ||||
Total operating expenses | 989,609 | 3,533,579 | ||||
Net operating income (loss) | 207,513 | (720,639) | ||||
Interest expense | (9,819) | (74,518) | ||||
Income (loss) from continuing operations | 197,693 | (795,157) | ||||
Loss from discontinued operations, net of tax | (102,241) | (209,161) | ||||
Net loss applicable to common shareholders | 95,452 | (1,004,318) | ||||
Foreign currency translation adjustment | 124,131 | 131,505 | ||||
Total comprehensive loss | 219,583 | (872,813) | ||||
Cash flows from operating activities: | ||||||
Net loss from discontinued operations | $ (102,241) | (209,161) | ||||
Net income (loss) - continuing operations | (795,157) | |||||
Depreciation | 61,861 | |||||
Movement in bad debts provision | (12,078) | |||||
Stock issued for services | 624,596 | |||||
Amortization of beneficial conversion feature | 55,530 | |||||
Changes in operating assets and liabilities | ||||||
Accounts receivable | 6,479 | |||||
Prepaid expenses | (11,286) | |||||
Accounts payable and accrued liabilities | (17,365) | |||||
Taxes payable | 167,599 | |||||
Deferred revenue | (18,929) | |||||
Net cash used in operating activities - continuing operations | 61,250 | |||||
Net cash used in operating activities - discontinued operations | (247,549) | |||||
Net cash used in operating activities | (186,299) | |||||
Investing activities | ||||||
Purchase of fixed assets | (64,711) | |||||
Net cash used in investing activities - continuing operations | $ (64,711) | |||||
Net cash used in investing activities - discontinued operations | ||||||
Net cash used in investing activities | $ (64,711) | |||||
Financing activities | ||||||
Change in restricted cash | (5,632) | |||||
Repayment of loan payable | 4,730 | |||||
Proceeds from convertible notes payable | 105,000 | |||||
Proceeds from issuance of common stock | 382,503 | |||||
Proceeds from related party notes | 250,652 | |||||
Repayment of related party notes | (111,766) | |||||
Net cash used in financing activities - continuing operations | 625,487 | |||||
Net cash used in financing activities - discontinued operations | (401,244) | |||||
Net cash used in financing activities | 224,243 | |||||
Effect of exchange rate on cash | 131,505 | |||||
Net change in cash | 104,738 | |||||
Beginning cash balance (deficiency) | (126,073) | |||||
Ending cash balance ( excluding restricted ) | $ (21,335) |
3. Going concern (Details Narra
3. Going concern (Details Narrative) | Sep. 30, 2015USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Working Capital Deficiency | $ 2,673,184 |
Accumulated Deficit | $ 19,868,367 |
4. Significant accounting pol34
4. Significant accounting policies - Fixed Assets Depreciation Rates (Details) | Sep. 30, 2015 |
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% |
4. Significant accounting pol35
4. Significant accounting policies (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Closing translation rate | 74.66% | 89.29% | |
Average Translation Rate | 79.46% | 91.37% | |
Allowance for doubtful accounts | $ 27,294 | ||
Restricted Cash | $ 74,660 | $ 86,200 |
6. Financial instruments (Detai
6. Financial instruments (Details Narrative) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Investments, All Other Investments [Abstract] | |
Working Capital Deficiency | $ 2,673,184 |
Accumulated Deficit | 19,868,367 |
Potential Increase Decrease in Company's After Tax Loss | $ 8,400 |
7. Accounts receivable - Accoun
7. Accounts receivable - Accounts Receivable (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts Receivable | $ 41,725 | $ 192,126 |
Reserve for Doubtful accounts | 27,294 | |
Accounts Receivable | $ 41,725 | 164,832 |
Treatment Program | ||
Accounts Receivable | $ 41,725 | 175,585 |
Outpatient Services | ||
Accounts Receivable | $ 16,541 |
8. Due from the sale of Subsi38
8. Due from the sale of Subsidiary - Due from Sale of Subsidiary (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Total Due on Sale of Subsidiary | $ 483,489 | $ 493,806 |
Due on Sale | ||
Note payable | 461,369 | $ 493,806 |
Accrued interest | 22,120 | |
Total Due on Sale of Subsidiary | $ 483,489 | $ 493,806 |
8. Due from the sale of Subsi39
8. Due from the sale of Subsidiary (Details Narrative) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Sale of Subsidiary, Consideration Received | $ 483,489 | $ 493,806 |
Endoscopy Sale Price | Canada, Dollars | ||
Sale of Subsidiary, Consideration Received | 1,282,001 | |
Purchase Price | Canada, Dollars | ||
Sale of Subsidiary, Consideration Received | 1,250,000 | |
Acquisition of Assets | Canada, Dollars | ||
Sale of Subsidiary, Consideration Received | $ 32,001 |
9. Fixed assets - Fixed Assets
9. Fixed assets - Fixed Assets (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Cost | $ 593,794 | |
Accumulated Amortization | 381,272 | |
Net Book Value | 212,522 | $ 256,543 |
Computer Equipment | ||
Cost | 21,278 | |
Accumulated Amortization | 14,745 | |
Net Book Value | 6,533 | $ 7,352 |
Computer Software | ||
Cost | 9,848 | |
Accumulated Amortization | 3,693 | |
Net Book Value | 6,155 | |
Furniture and Equipment | ||
Cost | 351,210 | |
Accumulated Amortization | 248,350 | |
Net Book Value | 102,860 | $ 114,306 |
Medical Equipment | ||
Cost | 4,490 | |
Accumulated Amortization | 3,356 | |
Net Book Value | 1,134 | 1,391 |
Vehicles | ||
Cost | 64,175 | |
Accumulated Amortization | 40,723 | |
Net Book Value | 23,452 | 40,023 |
Leasehold Improvements | ||
Cost | 142,793 | |
Accumulated Amortization | 70,405 | |
Net Book Value | $ 72,388 | $ 93,471 |
10. Loans payable - Loans Payab
10. Loans payable - Loans Payable (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Short term portion of automobile loan payable | $ 6,830 | $ 7,625 |
Long term portion of automobile loan payable | 10,837 | 18,460 |
Automobile Loan Payable | $ 17,667 | $ 26,085 |
10. Loans payable - Estimated P
10. Loans payable - Estimated Principal Repayments (Details) | Sep. 30, 2015USD ($) |
Payables and Accruals [Abstract] | |
2,015 | $ 1,679 |
2,016 | 6,907 |
2,017 | 7,224 |
2,018 | 1,857 |
Total | $ 17,667 |
10. Loans payable (Details Narr
10. Loans payable (Details Narrative) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Payables and Accruals [Abstract] | |
Auto Loan Interest Rate | 4.49% |
Auto Loan Monthly Payment | $ 835 |
Net book value | $ 13,566 |
11. Short term convertible loan
11. Short term convertible loan (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Convertible Notes, Converted Amount | $ 8,117 | $ 127,076 |
Convertible Notes, Converted, Shares Issued | 300,000 | 2,245,991 |
Net Balance | ||
Convertible Loan Payable | $ 30,258 | |
Principal Balance | ||
Convertible Loan Payable | 42,466 | |
Debt Discount | ||
Convertible Loan Payable | $ 12,208 |
12. Taxes payable - Taxes Payab
12. Taxes payable - Taxes Payable (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Notes to Financial Statements | ||
Harmonized sales tax | $ 527,483 | $ 590,919 |
Payroll taxes | 1,976,470 | 2,065,378 |
US tax penalties | 150,000 | 150,000 |
Taxes Payable | $ 2,653,953 | $ 2,806,297 |
13. Related party transactions
13. Related party transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Related Party Notes Payable | $ 9,441 | $ 9,441 | $ 51,336 | ||
Management Fees | 96,705 | $ 68,163 | |||
Rent Expense | 84,176 | $ 82,839 | 263,568 | $ 333,639 | |
Greenestone Clinic | |||||
Related Party Notes Payable | $ 66,878 | $ 66,878 | $ 66,878 |
14. Stockholders' deficit - Opt
14. Stockholders' deficit - Options Outstanding (Details) | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Equity [Abstract] | |
Beginning balance, shares | $ | $ 6,780,000 |
Beginning Balance, weighted average exercise price | $ 0.139 |
Options Granted, shares | shares | |
Options granted, price | |
Options Cancelled, shares | shares | |
Options cancelled, price | |
Options Exercised, shares | shares | |
Options Exercised, price |
14. Stockholders deficit (Detai
14. Stockholders deficit (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | |
Common Stock Par Value | $ 0.01 | $ 0.01 | |||
Common Stock Shares Authorized | 500,000,000 | 500,000,000 | |||
Common Stock Shares Issued | 47,738,855 | 46,131,764 | |||
Common Stock Shares Outstanding | 47,738,855 | 46,131,764 | |||
Preferred Stock Par Value | $ 0.01 | $ 0.01 | |||
Preferred Stock Shares Authorized | 10,000,000 | 10,000,000 | |||
Stock Issued, Promissory Note, Value | $ 8,117 | ||||
Stock Issued, Services, Value | $ 56,906 | $ 624,596 | |||
Aftercare | |||||
Options Granted | 3,600,000 | ||||
Options Granted, Value | $ 312,248 | ||||
Options Granted, Exercise Price | $ 0.20 | ||||
Investor Relations | |||||
Options Granted | 300,000 | ||||
Options Granted, Value | $ 34,418 | ||||
Options Granted, Exercise Price | $ 0.00333 | ||||
CFO | |||||
Options Granted | 480,000 | ||||
Options Granted, Value | $ 20,844 | ||||
Options Granted, Exercise Price | $ 0.12 | ||||
Preferred Class A [Member] | |||||
Preferred Stock Par Value | $ 0.01 | $ 0.01 | |||
Preferred Stock Shares Authorized | 3,000,000 | 3,000,000 | |||
Preferred Class B [Member] | |||||
Preferred Stock Par Value | $ 0.01 | $ 0.01 | |||
Preferred Stock Shares Authorized | 10,000,000 | 10,000,000 | |||
Stock Issued, Services, Shares | 106,000 | ||||
Stock Issued, Services, Value | $ 56,906 |
15. Income taxes - Future Tax A
15. Income taxes - Future Tax Asset (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 19,868,367 | $ 19,566,029 |
Valuation allowance | $ (19,868,367) | $ (19,566,029) |
Net future tax asset |
15. Income taxes - Reconciliati
15. Income taxes - Reconciliation of Income Taxes (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at statutory rate | $ 105,818 | $ 570,870 |
Valuation allowance | $ (105,818) | $ (570,870) |
Net future tax asset |