Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jun. 30, 2015 | Apr. 10, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | GREENESTONE HEALTHCARE CORP | ||
Entity Central Index Key | 792,935 | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | true | ||
Amendment Description | This amendment is being filed to comply with regulations | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 1,226,511 | ||
Entity Common Stock, Shares Outstanding | 47,738,855 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 174 | $ 88,152 |
Accounts receivable, net | 183,583 | 164,832 |
Prepaid expenses | $ 15,489 | 36,388 |
Receivable from sale of Subsidiary | 493,806 | |
Total current assets | $ 199,245 | 783,178 |
Non-current assets | ||
Cash - Restricted | 72,250 | 86,200 |
Deposits | 8,217 | 9,879 |
Fixed assets, net | 193,131 | 256,543 |
Total non-current assets | 273,598 | 352,622 |
Total assets | 472,843 | $ 1,135,800 |
Current liabilities | ||
Bank overdraft | 15,801 | |
Accounts payable and accrued liabilities | 606,274 | $ 808,971 |
Taxes payable | 2,490,506 | 2,806,297 |
Deferred revenue | 181,075 | 143,839 |
Current portion of loan payable | 6,684 | 7,625 |
Short Term loan | 21,675 | 29,758 |
Related party payables | 274,496 | 51,336 |
Total current liabilities | 3,596,511 | 3,847,826 |
Non-current liabilities | ||
Loan payable | 8,788 | 18,460 |
Total liabilities | $ 3,605,299 | $ 3,866,286 |
Stockholders' deficit | ||
Preferred stock - Series A; $0.01 par value, 3,000,000 authorized, nil outstanding as of December 31, 2015 and 2014. | ||
Preferred Stock - Series B; $0.01 par value, 10,000,000 authorized, nil outstanding at December 31, 2015 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 December 31, 2015 and December 31, 2014 respectively | $ 477,389 | $ 461,318 |
Additional paid-in capital | 16,177,534 | 16,129,038 |
Accumulated other comprehensive income | 933,826 | 245,187 |
Accumulated deficit | (20,721,205) | (19,566,029) |
Total stockholders' deficit | (3,132,456) | (2,730,486) |
Total liabilities and stockholders' deficit | $ 472,843 | $ 1,135,800 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | $ .01 | $ 0.01 |
Preferred Stock, Series A Shares Authorized | 3,000,000 | 3,000,000 |
Preferred Stock, Series A Shares Issued | 0 | 0 |
Preferred Stock, Series A Shares Outstanding | 0 | 0 |
Preferred Stock, Series B Par Value | $ 0.01 | $ 0.01 |
Preferred Stock, Series B Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Series B Shares Issued | 0 | 0 |
Preferred Stock, Series B Shares Outstanding | 0 | 0 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues | $ 3,138,878 | $ 3,416,342 |
Operating expenses | ||
Depreciation and amortization | 90,862 | 83,701 |
General and administrative | 940,796 | 903,019 |
Management fees | 96,705 | 122,271 |
Professional fees | 346,257 | 308,349 |
Rent | 277,563 | 412,488 |
Salaries and wages | 1,752,327 | 2,928,023 |
Total operating expenses | 3,459,450 | 4,757,851 |
Operating loss | (320,572) | $ (1,341,509) |
Other expense | ||
Other Expense | (457,913) | |
Interest expense | (192,104) | $ (310,583) |
Foreign exchange movements | (184,586) | |
Net loss before taxation from continuing operations | $ (1,155,176) | $ (1,652,092) |
Taxation | ||
Net loss from continuing operations | $ (1,155,176) | $ (1,652,092) |
Loss from discontinued operations, net of tax | (248,181) | |
Net Loss | $ (1,155,176) | (1,900,273) |
Accumulated other comprehensive loss | ||
Foreign currency translation adjustment | 688,639 | 71,356 |
Total comprehensive loss | $ (466,537) | $ (1,828,917) |
Basic and diluted loss per common share- continuing operations | $ (0.02) | $ (0.04) |
Basic and diluted loss per common share | $ (0.02) | $ (0.04) |
Weighted average common shares outstanding | 47,317,928 | 46,701,090 |
Shareholders Equity
Shareholders Equity - USD ($) | Preferred Series B Stock | Common Stock | Additional Paid-In Capital | Comprehensive Income / Loss | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 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 | ||||
Shares issued for services, Value | 679,858 | |||||
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 | $ 688,639 | 688,639 | ||||
Net loss | $ (1,155,176) | (1,155,176) | ||||
Ending Balance, Shares at Dec. 31, 2015 | 47,738,855 | |||||
Ending Balance, Value at Dec. 31, 2015 | $ 477,389 | $ 16,177,534 | $ 933,826 | $ (20,721,205) | $ (3,132,456) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | ||
Net loss | $ (1,155,176) | $ (1,900,273) |
Net loss from discontinued operations | 248,181 | |
Net loss from continuing operations | $ (1,155,176) | (1,652,092) |
Adjustment to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation | 90,862 | 83,701 |
Provision for bad debts | (14,010) | $ (1,148) |
Provision against receivable on sale of subsidiary | 446,476 | |
Stock issued for services | 56,906 | $ 679,858 |
Other foreign currency movements | 46,874 | |
Amortization of beneficial conversion feature | 12,709 | $ 21,650 |
Changes in operating assets and liabilities | ||
Accounts receivable | (4,740) | 30,819 |
Prepaid expenses | 20,899 | 38,256 |
Accounts payable and accrued liabilities | (202,697) | 368,364 |
Taxes payable | (315,791) | 434,378 |
Deferred revenue | 37,236 | 36,364 |
Net cash (used in) provided by operating activities - continuing operations | $ (980,452) | 40,150 |
Net cash provided by operating activities - discontinued operations | 531,788 | |
Net cash (used in) provided by operating activities | $ (980,452) | 571,938 |
Investing activities | ||
Purchase of fixed assets | (27,450) | $ (56,998) |
Movement in deposits | 1,662 | |
Net cash used in Investing activities | (25,788) | $ (56,998) |
Financing activities | ||
Decrease in restricted cash | 13,950 | 7,820 |
Increase (decrease) in bank overdraft | 15,801 | (126,073) |
Repayment of loan payable | (10,613) | (9,992) |
Repayment of notes payable | (34,350) | (328) |
Proceeds from short-term notes | 21,675 | $ 150,000 |
Proceeds from related party notes | $ 223,160 | |
Repayment of related party notes | $ (203,541) | |
Proceeds from the sale of common stock | 382,500 | |
Net cash (used by) provided by financing activities - continuing operations | $ 229,623 | 200,386 |
Net cash used by financing activities - discontinued operations | (698,530) | |
Net cash (used by) provided by financing activities | $ 229,623 | (498,144) |
Effect of exchange rate on cash | 688,639 | 71,356 |
Net change in cash | (87,978) | 88,152 |
Beginning cash balance | 88,152 | 0 |
Ending cash balance | 174 | 88,152 |
Supplemental cash flow information | ||
Cash paid for interest | $ 19,202 | $ 80,531 |
Cash paid for income taxes | ||
Non-cash Investing and Financing activities | ||
Common stock ussed on conversion of convertible notes | $ 8,117 | $ 197,730 |
Common stock issued on conversion of short term notes payable | 127,076 | |
Common stock surrendered on disposition of subsidiary | $ 277,500 |
1. Nature of Business
1. Nature of Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. Nature of Business | 1. Nature of Business GreeneStone Healthcare Corporation (the Company) was incorporated under the laws of the state of Colorado, USA, on April 1, 1993. Effective May 2012, the Company changed its corporate name to GreeneStone Healthcare Corporation from Nova Natural Resources Corporation. As at December 31, 2015 and 2014, the Company owns 100% of the outstanding shares of Greenestone Clinic Muskoka Inc., which was incorporated in 2010 under the laws of the Province of Ontario, Canada. Greenestone Clinic Muskoka Inc. provides medical services to various patients in a clinic located in the regional municipality of Muskoka. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
2. Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies a) Financial Reporting The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America. Revenues and expenses are reported on the accrual basis, which means that income is recognized as it is earned and expenses are recognized as they are incurred. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that i) recorded transactions are valid; ii) valid transactions are recorded; and iii) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. b) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. c) Principals of consolidation and foreign currency translation The accompanying consolidated financial statements include the accounts of the Company, its subsidiary. All inter-company transactions and balances have been eliminated on consolidation. The Companys subsidiarys functional currency is the Canadian dollar, while the Companys reporting currency is the U.S. dollar. All transactions initiated in Canadian dollars are translated into US dollars in accordance with ASC 830, Foreign Currency Translation" as follows: Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. Equity at historical rates. Revenue and expense items at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders deficit as a component of accumulated other comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). For foreign currency transactions, the Company translates these amounts to the Companys functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period. The relevant translation rates are as follows: For the year ended December 31, 2015 a closing rate of CAD$1.0000 equals US$0.72250 and an average exchange rate of CAD$1.0000 equals US$0.7833 for the year ended December 31, 2015. d) Revenue Recognition The Company recognizes revenue from the rendering of services when they are earned; specifically, when all of the following conditions are met: the significant risks and rewards of ownership are transferred to customers and the Company retains neither continuing involvement nor effective control; there is clear evidence that an arrangement exists; the amount of revenue and related costs can be measured reliably; and it is probable that the economic benefits associated with the transaction will flow to the Company. In particular, the Company recognizes: Fees for out-patient counselling, coaching, intervention, psychological assessments and other related services when patients receive the service; and Fees for in-patient addiction treatments proportionately over the term of the patients treatment. Deferred revenue represents monies deposited by the patients for future services to be provided by the Company. Such monies will be recognized into revenue as the patient progresses through their treatment term. e) Non-monetary transactions The Companys policy is to measure an asset exchanged or transferred in a non-monetary transaction at the more reliable measurement of the fair value of the asset given up and the fair value of the asset received, unless: The transaction lacks commercial substance; The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange; Neither the fair value of the asset received nor the fair value of the asset given up is reliably measurable; or The transaction is a non-monetary, non-reciprocal transfer to owners that represents a spin-off or other form of restructuring or liquidation. f) Cash and cash equivalents The Company's policy is to disclose bank balances under cash, including bank overdrafts with balances that fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition. The Company has $72,250 (CAD$100,000) in restricted cash held by their bank to cover against the possibility of credit card charge backs, for services not performed. g) Accounts receivable The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company's estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Companys estimate of the allowance for doubtful accounts will change. At December 31, 2015 and December 31, 2014, the Company has a $0 and $27,294 allowance for doubtful accounts, respectively. h) Financial instruments The Company initially measures its financial assets and liabilities at fair value, except for certain non-arm's length transactions. The Company subsequently measures all its financial assets and financial liabilities at amortized cost. Financial assets measured at amortized cost include cash and accounts receivable. Financial liabilities measured at amortized cost include bank indebtedness, accounts payable and accrued liabilities, harmonized sales tax payable, withholding taxes payable, convertible notes payable, 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. FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. The Company does not have assets or liabilities measured at fair value on a recurring basis at December 31, 2015 and 2014. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis during the year ended December 31, 2015 and 2014. i) Plant and equipment Fixed assets are recorded at cost. Depreciation is calculated on the declining balance method at the following annual rates: Computer Equipment 30 % Computer Software 100 % Furniture and Equipment 30 % Medical Equipment 25 % Vehicles 30 % Leasehold improvements are depreciated using the straight-line method over the term of the lease. Half rates are used for all fixed assets in the year of acquisition. j) Leases Leases are classified as either capital or operating leases. Leases that transfer substantially all of the benefits and inherent risks of ownership of property to the Company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing. Equipment recorded under capital leases is amortized on the same basis as described above. Payments under operating leases are expensed as incurred. k) Income taxes The Company accounts for income taxes under the provisions of ASC Topic 740, Income Taxes. ASC Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties accrued on unrecognized tax benefits within general and administrative expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction in general and administrative expenses in the period that such determination is made. The tax returns for fiscal 2001, through 2013 are subject to audit or review by the US tax authority, whereas fiscal 2010 through 2013 are subject to audit or review by the Canadian tax authority. l) Loss per share information FASB ASC 260-10, Earnings Per Share provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. The effect of computing diluted loss per share is anti-dilutive and, as such, basic and diluted loss per share is the same for the years ended December 31, 2015 and 2014. m) Stock based compensation ASC 718-10 "Compensation - Stock Compensation" 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". 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. n) Legal proceedings The costs of prosecuting and defending legal actions are expensed as incurred. o) Accounting for uncertainty in income taxes The Financial Accounting Standards Board has issued guidance on Accounting for Uncertainty in Income Taxes, FASB ASC 740, Income Taxes which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Management has concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. When applicable, the Company will include interest and penalties related to uncertain tax positions in income tax expense. p) Derivatives The Company evaluates embedded conversion features within convertible debt under ASC 815 Derivatives and Hedging to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. The Company uses a Black-Scholes Option Pricing model to estimate the fair value of convertible debt conversion features at the end of each applicable reporting period. Changes in the fair value of these derivatives during each reporting period are included in the statements of operations. Inputs into the Black-Scholes Option Pricing model require estimates, including such items as estimated volatility of the Companys stock, risk-free interest rate and the estimated life of the financial instruments being fair valued. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 Debt with Conversion and Other Options for consideration of any beneficial conversion feature. q) Recent accounting pronouncements In January 2015, the FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This ASU eliminates from U.S. GAAP the concept of extraordinary items. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. We do not expect the adoption of ASU 2015-01 to have a material effect on our financial position, results of operations or cash flows. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification and improves current U.S. GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (VIE), and changing consolidation conclusions for companies in several industries that typically make use of limited partnerships or VIEs. The ASU will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2015-02 to have a material effect on our financial position, results of operations or cash flows. 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 In April 2015, FASB issued Accounting Standards Update No. 2015-05, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Customers Accounting for Fees paid in a Cloud Computing Arrangement In April 2015, FASB issued Accounting Standards Update No. 2015-06, Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions In May 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (ASU 2015-07). This guidance eliminates the requirement to categorize investments within the fair value hierarchy if their fair value is measured using the net asset value (NAV) per share practical expedient in the FASBs fair value measurement guidance. The new standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015 The Company does not expect the adoption of ASU 2015-07 to have a material effect on its consolidated financial statements. In July 2015, FASB issued Accounting Standards Update (ASU) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The amendments in this ASU do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. . For public business entities, this ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in this ASU should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. In August 2015, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In August 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-15, Interest - Imputation of Interest (Subtopic 835-30). ASU 2015-15 provides guidance as to the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. We do not expect the adoption of ASU 2015-15 to have a material effect on our financial position, results of operations or cash flows. In September 2015 , Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments In November 2015, the FASB issued (ASU) 2015-17, Balance Sheet Classification of Deferred Taxes. Currently deferred taxes for each tax jurisdiction are presented as a net current asset or liability and net noncurrent asset or liability on the balance sheet. To simplify the presentation, the new guidance requires that deferred tax liabilities and assets for all jurisdictions along with any related valuation allowances be classified as noncurrent in a classified statement of financial position. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption is permitted. The Company has adopted this guidance in the fourth quarter of the year ended December 31, 2015 on a retrospective basis. The adoption of this guidance did not have a material impact on the Companys financial position, results of operations or cash flows, and did not have any effect on prior periods due to the full valuation allowance against the Companys net deferred tax assets. In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. 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. r) Financial instruments The Company is exposed to various risks through its financial instruments. The following analysis provides a measure of the Companys risk exposure and concentrations at the balance sheet date, December 31, 2015 and 2014. I) Credit risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Financial instruments that subject the Company to credit risk consist primarily of accounts receivable. Credit risk associated with accounts receivable of Greenestone Clinic Muskoka Inc. is mitigated due to balances from many customers, as well as through credit checks and frequent reviews of receivables to ensure timely collection. In addition, there is no concentration risk with the Greenestone Clinic Muskoka Inc. accounts receivable balance since balances are due from many customers. In the opinion of management, credit risk with respect to accounts receivable is assessed as low, not material and remains unchanged from the prior year. II) Liquidity risk Liquidity risk is the risk the Company will not be able to meet its financial obligations as they fall due. The Company is exposed to liquidity risk through its working capital deficiency of $(3,397,266) and accumulated deficit of $(20,721,205). As disclosed in note 3, the Company will be dependent upon the raising of additional capital in order to implement its business plan. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Companys financial condition. In the opinion of management, liquidity risk is assessed as high, material and remains unchanged from the prior year. III) Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risk: interest rate risk, currency risk, and other price risk. The Company is exposed to interest rate risk and currency risk. i. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to minimal interest rate risk on its bank indebtedness as there is a balance of $15,801 at December 31, 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 Companys financial assets and liabilities are denominated in Canadian dollars. Based on the net exposures at December 31, 2015, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $58,200 increase or decrease in the Companys after-tax net loss from continuing operation. The Company has not entered into any hedging agreements to mediate this risk. In the opinion of management, currency risk is assessed as low, material and remains unchanged from the prior year. 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. |
3. Going concern
3. Going concern | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
3. Going concern | 3. Going Concern The Companys consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. As at December 31, 2015 the Company has a working capital deficiency of $(3,397,266) and accumulated deficit of $(20,721,205). Management believes that current available resources will not be sufficient to fund the Companys 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, and, or generating sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If the Company obtains additional funds through arrangements with collaborators or strategic partners, the Company may be required to relinquish its rights to certain geographical areas, or techniques that it might otherwise seek to retain. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Companys financial condition. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. These factors create substantial doubt about the Companys ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities or other adjustments that may be necessary should the Company not be able to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock or obtaining debt financing and attaining future profitable operations. Management's plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts. |
4. Accounts receivable
4. Accounts receivable | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
4. Accounts receivable | 4. Accounts receivable The accounts receivable balance consists primarily of amounts due from the following parties: December 31, 2015 December 31, 2014 Treatment program $ 183,583 $ 175,585 Outpatient services 16,541 183,583 192,126 Allowance for doubtful accounts (27,294 ) $ 183,583 $ 164,832 |
5. Due from sale of Subsidiary
5. Due from sale of Subsidiary | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
5. Due from sale of Subsidiary | 5. Due from sale of subsidiary On 17, 2014, the the of the outstanding of the Endoscopy clinic, the of CAD$1,282,002, of the of CAD$1,250,000 the acquisition of closing of CAD$32,002 of CAD$1,282,002 included the by the buyer of debt the the which debt was owed by the Endoscopy clinic the the of CAD$895,460 the buyer of CAD$386,542. At closing, the buyer offset the debt the of CAD$895,460 by US$277,500 through the cancellation of of the stock, due the of CAD$617,960. debt owed by the buyer the the form of note with coupon of 5% note was originally due on 30, 2015 which was extended 31, 2015 outstanding of CAD$617,960 was US$446,476 US$493,806 of 31, 2015 2014, evaluated this of 31, 2015 the value of the note was of 31, 2015 The amount due on the sale if subsidiary is as follows: December 31, 2015 December 31, 2014 Principal outstanding $ 446,476 $ 493,806 Accrued interest 446,476 493,806 Provision raised (446,476 ) $ $ 493,806 |
6. Plant and equipment
6. Plant and equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
6. Plant and equipment | 6. Plant and equipment Plant and equipment consists of the following: Cost Accumulated depreciati Net book value December 31, 2015 Net book value December 31, 2014 Computer equipment $ 21,278 $ 15,333 $ 5,945 $ 7,352 Computer software 9,848 4,924 4,924 Furniture and equipment 352,379 257,728 94,651 114,306 Medical equipment 4,490 3,443 1,047 1,391 Vehicles 64,175 42,993 21,182 40,023 Leasehold improvements 142,793 77,411 65,382 93,471 $ 594,963 $ 401,832 $ 193,131 $ 256,543 Depreciation expense for the year ended December 31, 2015 and 2014 was $90,862 and $83,701, respectively. |
7. Loans payable
7. Loans payable | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
7. Loans payable | The Company has an automobile loan payable bearing interest at 4.49% with blended monthly payments of $835 that matures in March 2018. The loan is secured by the vehicle with a net book value as at December 31, 2015 of $14,960. December 31, 2015 December 31, 2014 Automobile loan Short-term portion $ 6,684 $ 7,625 Long-term portion 8,788 18,460 $ 15,472 $ 26,085 Estimated principal re-payments are as follows: Amount 2016 $ 6,684 2017 6,991 2018 1,797 $ 15,472 |
8. Short-term convertible loan
8. Short-term convertible loan | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
8. Short-term convertible loan | 8. Short-term convertible loan In May 2013 the company entered into a promissory note of up to $500,000 where the maturity date was one year after the lender provides the borrower with funds. A onetime interest rate of 12% was applied in case of nonpayment within the initial 90 days. The note was 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 $29,758 comprised of a principal balance of $42,467 and a net debt discount of $12,709. During the year ended December 31, 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 |
9. Taxation Payable
9. Taxation Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
9. Taxation Payable | 9. Taxation Payable The Company has the following outstanding tax liabilities: a) Harmonized Sales taxes This represents sales tax liabilities in Canada, these taxes were never paid, management intends paying these taxation liabilities together with interest and penalties thereon, when sufficient funds are raised to do so. b) Payroll taxes The Company is delinquent in filing its payroll tax returns resulting in taxes, interest and penalties payable at December 31, 2015 and 2014. As of December 31, 2015 and 2014 as part of Taxes c) US taxation and penalties The Company has assets and operates a business in Canada and is required to disclose these operations to the US taxation authorities, the requisite disclosure has not been made and management has reserved the maximum penalty due to the IRS in terms of non-disclosure. This non-compliance with US disclosure requirements is currently being addressed. The taxes and penalties due as of December 31, 2015 and 2014 is as follows: December 31, 2015 December 31, 2014 Payroll taxes and Harmonized sales taxes $ 2,290,506 $ 2,656,297 US taxes and penalties 200,000 150,000 $ 2,490,506 $ 2,806,297 |
10. Related party Transactions
10. Related party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
10. Related party Transactions | 10. Related party Transactions GreeneStone Clinic Inc. As of December 31, 2015 and 2014, the Company owed $5,284 and $84,736, respectively. GreeneStone Clinic Inc., is controlled by one of the Companys directors. The balance owing is non-interest bearing, not secured and has no specified terms of repayment. The Company incurred management fees from GreeneStone Clinic, Inc., totaling $96,705 and $122,271 for the years ended December 31, 2015 and 2014, respectively. Shawn E. Leon As of December 31, 2015 the Company owed $159,551and as of December 31, 2014, the Company was owed $33,400 from Shawn E. Leon our CEO. The amounts owed and owing are non-interest bearing and have no fixed repayment terms. 1816191 Ontario As of December 31, 2015, the Company owes $22,305 to 1816191 Ontario, the Endoscopy Clinic which was sold at the end of the prior year. The payable is non-interest bearing, and has no specific repayment terms. Cranberry Cove Holdings Ltd. The Company entered into from Cove Holdings amounting $451,380 $412,488 the ended 31, 2015 2014, Cove Holdings the by of its As of December 31, 2015, the Company owed Cranberry Cove holdings $87,356 (CAD$120,908) in accrued rent. All related party transactions occur in the normal course of operations and in terms of agreements entered into between the parties. |
11. Stockholders' deficit
11. Stockholders' deficit | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
11. Stockholders' deficit | 11. Stockholders deficit a) 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 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 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 December 31, 2015 and 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 on January 14, 2015. On March 31, 2015, the Company adjusted the number of shares previously issued by 2,909 common shares pursuant to convertible note conversions to reflect the currency exchange differences not previously taken into account. On march 31, 2015, the Company issued 250,000 shares of its common stock and 106,000 shares of its Series B preferred stock as compensation for services rendered amounting to On April 30, 2015, the holders of 106,000 Series B preferred shares converted their shares into 1,060,000 common shares at a conversion ratio of 10 common shares for 1 Series B preferred share. b) Preferred shares Authorized On March 25, 2013, the Company, under the certificate of amendment filed above also to authorize 3,000,000 series A convertible preferred shares with a par value of $0.01 per share, and also to authorize 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 December 31, 2015. On April 30, 2015, the holders of 106,000 Series B preferred shares converted their shares into 1,060,000 common shares at a conversion ratio of 10 common shares for 1 Series B preferred share. c) Warrants No warrants were issued, exercised or cancelled for the year under review. The movement in warrants outstanding is summarized below. Number of warrants outstanding Weighted average exercise price per share Outstanding at January 1, 2014 4,500,000 $ 0.15 Granted 1,800,000 0.13 Cancelled/forfeited Exercised Outstanding at December 31, 2014 6,300,000 $ 0.14 Granted Cancelled/forfeited Exercised Outstanding at December 31, 2015 6,300,000 $ 0.14 The following table summarizes information about warrants outstanding at December 31, 2015 Warrants outstanding and exercisable Exercise price Number of warrants Weighted average remaining contractual years Weighted average exercise price $ 0.003 300,000 * $ 0.003 $ 0.15 6,000,000 0.28 0.15 6,300,000 $ 0.14 * In terms of an agreement entered into with an investor relations company, 300,000 warrants were to be issued as part of the Investor Relations Agreement. These warrants have not been issued as yet, therefore the warrant terms are uncertain. As of December 31, 2015 the 6,300,000 warrants were all vested, there were no unrecognized compensation costs related to these warrants and the intrinsic value of the warrants as of December 31, 2015 is $20,000. d) Stock options Our board of directors adopted the GreeneStone Healthcare Corporation 2013 Stock Option Plan (the Plan) to promote our long-term growth and profitability by (i) providing our key directors, officers and employees with incentives to improve stockholder value and contribute to our growth and financial success and (ii) enable us to attract, retain and reward the best available persons for positions of substantial responsibility. A total of 10,000,000 shares of our common stock have been reserved for issuance upon exercise of options granted pursuant to the Plan. The Plan allows us to grant options to our employees, officers and directors and those of our subsidiaries; provided that only our employees and those of our subsidiaries may receive incentive stock options under the Plan. We have granted a total of 480,000 options as of December 31, 2015 under the Plan. No options were issued, exercised or cancelled for the year under review. The movement in options outstanding is summarized below. Number of options outstanding Weighted average exercise price per share Outstanding at January 1, 2014 3,600,000 $ 0.20 Granted 480,000 0.12 Cancelled/forfeited (3,600,000 ) (0.20 ) Exercised Outstanding at December 31, 2014 480,000 0.12 Granted Cancelled/forfeited Exercised Outstanding at December 31, 2015 480,000 $ 0.12 The following table summarizes information about options outstanding at December 31, 2015 Options outstanding Options Exercisable Exercise price Number of options Weighted average remaining contractual years Weighted average exercise price Number of options Weighted average exercise price $ 0.12 480,000 3.84 $ 0.12 280,000 $ 0.12 The Company agreed to issue Stock options to a former officer vesting over a 24-month period commencing on November 1, 2014 expiring on October 31, 2019, a formal option agreement has not been issued as yet, as such the terms of these options are uncertain. As of December 31, 2015 there was no unrecognized compensation costs related to these options and the intrinsic value of the options as of December 31, 2015 is $0. |
12. Discontinued operations - 1
12. Discontinued operations - 1816191 Ontario limited | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
12. Discontinued operations - 1816191 Ontario limited | 12. Discontinued operations 1816191 Ontario limited In the prior year, On December 17, 2014, the Company completed the sale of the Endoscopy business to a Company owned by Dr. Jay Parekh, for the sum of CAD$1,282,002, comprised of the agreed purchase price of CAD$1,250,000 and the acquisition of net assets at closing of CAD$32,002 The sale price of CAD$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 CAD$895,460 and to the buyer of CAD$386,542. At closing, the buyer offset the assumed debt to the Company of CAD$895,460 by US$277,500 through the cancellation of 2,408,268 shares of the Companys common stock, for a net amount due to the Company of CAD$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. |
13. Commitments and contingenci
13. Commitments and contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
13. Commitments and contingencies | 13. Commitments and contingencies a) Operating leases The Company has entered into a lease agreement for the rental of premises operated by GreeneStone Clinic Muskoka Inc. which term initially expires on March 31, 2019. The Company has an option to extend the lease for an additional three terms, each term being an additional three years. The Company also has an option to purchase the property for $10,000,000, which option must be exercised in writing, accompanied by a $250,000 deposit and must be closed within 30 days of exercising the option. The Company also has a right of first refusal should the landlord receive an acceptable offer for the premises, the Company would be entitled to acquire the premises on the same terms and conditions of the acceptable offer, provided the Company has met certain covenants. The rental expense for the year ended December 31, 2015 was $352,044. The future minimum annual rental payments under the operating lease are estimated as follows, using the year end exchange rate of CAD$1 equals US$0,7225: Amount 2016 $ 356,435 2017 400,194 2018 443,962 2019 113,806 $ 1,314,397 b) Contingency related to outstanding tax liabilities The Company is delinquent in paying harmonized sales tax, filing and paying payroll taxes and may also be subject to US taxation and penalties as fully disclosed in note 9 above. As of December 31, 2015, the Company had estimated Canadian tax liabilities outstanding of $2,290,506, which may result in the Canadian tax authorities placing liens on the Company bank accounts which would impact on the Companys ability to operate. The Company has also provided for US tax liabilities of $200,000 due to non-compliance with the filing of certain required returns. The actual liability may be higher due to interest and penalties assessed by these taxing authorities. c) Other From time to time, the Company and its subsidiaries enter into legal disputes in the ordinary course of business. The Company believes there are no material legal or administrative matters pending that are likely to have, individually or in the aggregate, a material adverse effect on its business or results of operations. |
14. Income taxes
14. Income taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
14. Income taxes | 14. Income taxes The Company is not current in its tax filings as of December 31, 2015. The Company accounts for income taxes under Accounting Standards Codification 740, Income Taxes ASC 740. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Internal Revenue Code Section 382 IRC 382 places a limitation on the amount of taxable income that can be offset by carry forwards after a change in control (generally greater than a 50% change in ownership). The components of the Companys deferred tax asset as at December 31, 2015 and December 31, 2014 are as follows: December 31, 2015 December 31, 2014 Deferred Tax asset: Net operating loss carry forward $ 20,121,906 $ 19,566,029 Provisions raised 176,938 Valuation allowance (20,198,844 ) (19,566,029 ) $ $ A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows: December 31, 2015 December 31, 2014 Taxation benefit at statutory rate $ 464,746 $ 665,096 Foreign taxation (4,647 ) Permanent Differences (26,674 ) Timing difference not provided for (176,938 ) Foreign tax rate differential (5,701 ) Valuation allowance (250,786 ) (665,096 ) $ $ As at December 31, 2015, the Company is in arrears on filing its statutory income tax returns and the amounts presented above are based on estimates. The actual losses available could differ from these estimates. In addition, the Company could be subject to penalties for these unfiled tax returns. During the year ended December 31, 2015, the Company has accrued and expensed $200,000 (2014: $150,000) in penalties and interest attributable to delinquent tax returns. Management believes the Company has adequately provided for any ultimate amounts that are likely to result from audits of these returns once filed; however, final assessments, if any, could be significantly different than the amounts recorded in the financial statements. The Company operates in foreign jurisdictions and is subject to audit by taxing authorities. These audits may result in the assessment of amounts different than the amounts recorded in the consolidated financial statements. The Company liaises with the relevant authorities in these jurisdictions in regard to its income tax and other returns. Management believes the Company has adequately provided for any taxes, penalties and interest that may fall due. |
15. Subsequent events
15. Subsequent events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
15. Subsequent events | 15. Subsequent events The Company is currently negotiating a Securities Purchase Agreement with JMJ Financial in terms of which the Company will borrow $200,000 in terms of an unsecured convertible promissory note with a maturity date of seven months from the closing date for net proceeds of $160,000, after a 10% original issue discount and a 10% one-time interest charge. The promissory note is only convertible upon a repayment default, at a price to be determined. The Company will also issue, in terms of the financing, 3,703,700 warrants exercisable over common shares at $0.03 per share, which warrants contain a cashless exercise option. Other than disclosed above, the Company has evaluated subsequent events through the date of the consolidated financial statements were available to be issued and has concluded that no such events or transactions took place that would require disclosure herein. |
2. Summary of Significant Acc22
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
a) Financial Reporting | a) Financial Reporting The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America. Revenues and expenses are reported on the accrual basis, which means that income is recognized as it is earned and expenses are recognized as they are incurred. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that i) recorded transactions are valid; ii) valid transactions are recorded; and iii) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. |
b) Use of Estimates | b) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
c) Principals of consolidation and foreign currency translation | c) Principals of consolidation and foreign currency translation The accompanying consolidated financial statements include the accounts of the Company, its subsidiary. All inter-company transactions and balances have been eliminated on consolidation. The Companys subsidiarys functional currency is the Canadian dollar, while the Companys reporting currency is the U.S. dollar. All transactions initiated in Canadian dollars are translated into US dollars in accordance with ASC 830, Foreign Currency Translation" as follows: Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. Equity at historical rates. Revenue and expense items at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders deficit as a component of accumulated other comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). For foreign currency transactions, the Company translates these amounts to the Companys functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period. The relevant translation rates are as follows: For the year ended December 31, 2015 a closing rate of CAD$1.0000 equals US$0.72250 and an average exchange rate of CAD$1.0000 equals US$0.7833 for the year ended December 31, 2015. |
d) Revenue Recognition | d) Revenue Recognition The Company recognizes revenue from the rendering of services when they are earned; specifically, when all of the following conditions are met: the significant risks and rewards of ownership are transferred to customers and the Company retains neither continuing involvement nor effective control; there is clear evidence that an arrangement exists; the amount of revenue and related costs can be measured reliably; and it is probable that the economic benefits associated with the transaction will flow to the Company. In particular, the Company recognizes: Fees for out-patient counselling, coaching, intervention, psychological assessments and other related services when patients receive the service; and Fees for in-patient addiction treatments proportionately over the term of the patients treatment. Deferred revenue represents monies deposited by the patients for future services to be provided by the Company. Such monies will be recognized into revenue as the patient progresses through their treatment term. |
e) Non-monetary transactions | e) Non-monetary transactions The Companys policy is to measure an asset exchanged or transferred in a non-monetary transaction at the more reliable measurement of the fair value of the asset given up and the fair value of the asset received, unless: The transaction lacks commercial substance; The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange; Neither the fair value of the asset received nor the fair value of the asset given up is reliably measurable; or The transaction is a non-monetary, non-reciprocal transfer to owners that represents a spin-off or other form of restructuring or liquidation. |
f) Cash and cash equivalents | f) Cash and cash equivalents The Company's policy is to disclose bank balances under cash, including bank overdrafts with balances that fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition. The Company has $72,250 (CAD$100,000) in restricted cash held by their bank to cover against the possibility of credit card charge backs, for services not performed. |
g) Accounts receivable | g) Accounts receivable The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company's estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Companys estimate of the allowance for doubtful accounts will change. At December 31, 2015 and December 31, 2014, the Company has a $0 and $27,294 allowance for doubtful accounts, respectively. |
i) Plant and equipment | i) Plant and equipment Fixed assets are recorded at cost. Depreciation is calculated on the declining balance method at the following annual rates: Computer Equipment 30 % Computer Software 100 % Furniture and Equipment 30 % Medical Equipment 25 % Vehicles 30 % Leasehold improvements are depreciated using the straight-line method over the term of the lease. Half rates are used for all fixed assets in the year of acquisition. |
j) Leases | j) Leases Leases are classified as either capital or operating leases. Leases that transfer substantially all of the benefits and inherent risks of ownership of property to the Company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing. Equipment recorded under capital leases is amortized on the same basis as described above. Payments under operating leases are expensed as incurred. |
k) Income taxes | k) Income taxes The Company accounts for income taxes under the provisions of ASC Topic 740, Income Taxes. ASC Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties accrued on unrecognized tax benefits within general and administrative expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction in general and administrative expenses in the period that such determination is made. The tax returns for fiscal 2001, through 2013 are subject to audit or review by the US tax authority, whereas fiscal 2010 through 2013 are subject to audit or review by the Canadian tax authority. |
l) Loss per share information | l) Loss per share information FASB ASC 260-10, Earnings Per Share provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. The effect of computing diluted loss per share is anti-dilutive and, as such, basic and diluted loss per share is the same for the years ended December 31, 2015 and 2014. |
m) Stock based compensation | m) Stock based compensation ASC 718-10 "Compensation - Stock Compensation" 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". 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. |
n) Legal proceedings | n) Legal proceedings The costs of prosecuting and defending legal actions are expensed as incurred. |
o) Accounting for uncertainty in income taxes | o) Accounting for uncertainty in income taxes The Financial Accounting Standards Board has issued guidance on Accounting for Uncertainty in Income Taxes, FASB ASC 740, Income Taxes which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Management has concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. When applicable, the Company will include interest and penalties related to uncertain tax positions in income tax expense. |
p) Derivatives | p) Derivatives The Company evaluates embedded conversion features within convertible debt under ASC 815 Derivatives and Hedging to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. The Company uses a Black-Scholes Option Pricing model to estimate the fair value of convertible debt conversion features at the end of each applicable reporting period. Changes in the fair value of these derivatives during each reporting period are included in the statements of operations. Inputs into the Black-Scholes Option Pricing model require estimates, including such items as estimated volatility of the Companys stock, risk-free interest rate and the estimated life of the financial instruments being fair valued. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 Debt with Conversion and Other Options for consideration of any beneficial conversion feature. |
q) Recent accounting pronouncements | q) Recent accounting pronouncements In January 2015, the FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This ASU eliminates from U.S. GAAP the concept of extraordinary items. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. We do not expect the adoption of ASU 2015-01 to have a material effect on our financial position, results of operations or cash flows. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification and improves current U.S. GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (VIE), and changing consolidation conclusions for companies in several industries that typically make use of limited partnerships or VIEs. The ASU will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2015-02 to have a material effect on our financial position, results of operations or cash flows. 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 In April 2015, FASB issued Accounting Standards Update No. 2015-05, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Customers Accounting for Fees paid in a Cloud Computing Arrangement In April 2015, FASB issued Accounting Standards Update No. 2015-06, Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions In May 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (ASU 2015-07). This guidance eliminates the requirement to categorize investments within the fair value hierarchy if their fair value is measured using the net asset value (NAV) per share practical expedient in the FASBs fair value measurement guidance. The new standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015 The Company does not expect the adoption of ASU 2015-07 to have a material effect on its consolidated financial statements. In July 2015, FASB issued Accounting Standards Update (ASU) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The amendments in this ASU do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. . For public business entities, this ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in this ASU should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. In August 2015, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In August 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-15, Interest - Imputation of Interest (Subtopic 835-30). ASU 2015-15 provides guidance as to the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. We do not expect the adoption of ASU 2015-15 to have a material effect on our financial position, results of operations or cash flows. In September 2015 , Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments In November 2015, the FASB issued (ASU) 2015-17, Balance Sheet Classification of Deferred Taxes. Currently deferred taxes for each tax jurisdiction are presented as a net current asset or liability and net noncurrent asset or liability on the balance sheet. To simplify the presentation, the new guidance requires that deferred tax liabilities and assets for all jurisdictions along with any related valuation allowances be classified as noncurrent in a classified statement of financial position. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption is permitted. The Company has adopted this guidance in the fourth quarter of the year ended December 31, 2015 on a retrospective basis. The adoption of this guidance did not have a material impact on the Companys financial position, results of operations or cash flows, and did not have any effect on prior periods due to the full valuation allowance against the Companys net deferred tax assets. In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. 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. |
r) Financial instrument | r) Financial instruments The Company is exposed to various risks through its financial instruments. The following analysis provides a measure of the Companys risk exposure and concentrations at the balance sheet date, December 31, 2015 and 2014. I) Credit risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Financial instruments that subject the Company to credit risk consist primarily of accounts receivable. Credit risk associated with accounts receivable of Greenestone Clinic Muskoka Inc. is mitigated due to balances from many customers, as well as through credit checks and frequent reviews of receivables to ensure timely collection. In addition, there is no concentration risk with the Greenestone Clinic Muskoka Inc. accounts receivable balance since balances are due from many customers. In the opinion of management, credit risk with respect to accounts receivable is assessed as low, not material and remains unchanged from the prior year. II) Liquidity risk Liquidity risk is the risk the Company will not be able to meet its financial obligations as they fall due. The Company is exposed to liquidity risk through its working capital deficiency of $(3,604,423) and accumulated deficit of $(20,721,205). As disclosed in note 3, the Company will be dependent upon the raising of additional capital in order to implement its business plan. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Companys financial condition. In the opinion of management, liquidity risk is assessed as high, material and remains unchanged from the prior year. III) Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risk: interest rate risk, currency risk, and other price risk. The Company is exposed to interest rate risk and currency risk. i. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to minimal interest rate risk on its bank indebtedness as there is a balance of $15,801 at December 31, 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 Companys financial assets and liabilities are denominated in Canadian dollars. Based on the net exposures at December 31, 2015, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $58,200 increase or decrease in the Companys after-tax net loss from continuing operation. The Company has not entered into any hedging agreements to mediate this risk. In the opinion of management, currency risk is assessed as low, material and remains unchanged from the prior year. 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. |
2. Summary of Significant Acc23
2. Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies Tables | |
Plant and equipment | Computer Equipment 30 % Computer Software 100 % Furniture and Equipment 30 % Medical Equipment 25 % Vehicles 30 % |
4. Accounts receivable (Tables)
4. Accounts receivable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Accounts Receivable | December 31, 2015 December 31, 2014 Treatment program $ 183,583 $ 175,585 Outpatient services 16,541 183,583 192,126 Allowance for doubtful accounts (27,294 ) $ 183,583 $ 164,832 |
5. Due from the sale of Subsidi
5. Due from the sale of Subsidiary (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Due from Sale of Subsidiary | December 31, 2015 December 31, 2014 Principal outstanding $ 446,476 $ 493,806 Accrued interest 446,476 493,806 Provision raised (446,476 ) $ $ 493,806 |
6. Plant and equipment (Tables)
6. Plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Cost Accumulated depreciati Net book value December 31, 2015 Net book value December 31, 2014 Computer equipment $ 21,278 $ 15,333 $ 5,945 $ 7,352 Computer software 9,848 4,924 4,924 Furniture and equipment 352,379 257,728 94,651 114,306 Medical equipment 4,490 3,443 1,047 1,391 Vehicles 64,175 42,993 21,182 40,023 Leasehold improvements 142,793 77,411 65,382 93,471 $ 594,963 $ 401,832 $ 193,131 $ 256,543 |
7. Loans payable (Tables)
7. Loans payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Loans Payable | December 31, 2015 December 31, 2014 Automobile loan Short-term portion $ 6,684 $ 7,625 Long-term portion 8,788 18,460 $ 15,472 $ 26,085 |
Estimated Principal Repayments | Amount 2016 $ 6,684 2017 6,991 2018 1,797 $ 15,472 |
9. Taxation Payable (Tables)
9. Taxation Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Taxation Payable | December 31, 2015 December 31, 2014 Payroll taxes and Harmonized sales taxes $ 2,290,506 $ 2,656,297 US taxes and penalties 200,000 150,000 $ 2,490,506 $ 2,806,297 |
11. Stockholders' deficit (Tabl
11. Stockholders' deficit (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Warrants outstanding | Number of warrants outstanding Weighted average exercise price per share Outstanding at January 1, 2014 4,500,000 $ 0.15 Granted 1,800,000 0.13 Cancelled/forfeited Exercised Outstanding at December 31, 2014 6,300,000 $ 0.14 Granted Cancelled/forfeited Exercised Outstanding at December 31, 2015 6,300,000 $ 0.14 The following table summarizes information about warrants outstanding at December 31, 2015 Warrants outstanding and exercisable Exercise price Number of warrants Weighted average remaining contractual years Weighted average exercise price $ 0.003 300,000 * $ 0.03 $ 0.15 6,000,000 0.28 0.15 6,300,000 $ 0.14 |
Options Outstanding | Number of options outstanding Weighted average exercise price per share Outstanding at January 1, 2014 3,600,000 $ 0.20 Granted 480,000 0.12 Cancelled/forfeited (3,600,000 ) (0.20 ) Exercised Outstanding at December 31, 2014 480,000 0.12 Granted Cancelled/forfeited Exercised Outstanding at December 31, 2015 480,000 $ 0.12 The following table summarizes information about options outstanding at December 31, 2015 Options outstanding Options Exercisable Exercise price Number of options Weighted average remaining contractual years Weighted average exercise price Number of options Weighted average exercise price $ 0.12 480,000 3.84 $ 0.12 280,000 $ 0.12 |
13. Commitments and contingen30
13. Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Tables | |
Commitments and contingencies | Amount 2016 $ 356,435 2017 400,194 2018 443,962 2019 113,806 $ 1,314,397 |
14. Income taxes (Tables)
14. Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Future Tax Asset | December 31, 2015 December 31, 2014 Deferred Tax asset: Net operating loss carry forward $ 20,121,906 $ 19,566,029 Provisions raised 176,938 Valuation allowance (20,198,844 ) (19,566,029 ) |
Reconciliation of Income Taxes | December 31, 2015 December 31, 2014 Taxation benefit at statutory rate $ 464,746 $ 665,096 Foreign taxation (4,647 ) Permanent Differences (26,674 ) Timing difference not provided for (176,938 ) Foreign tax rate differential (5,701 ) Valuation allowance (250,786 ) (665,096 ) $ $ |
2. Significant accounting polic
2. Significant accounting policies - Fixed Assets Depreciation Rates (Details) | Dec. 31, 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% |
2. Significant accounting pol33
2. Significant accounting policies (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Restricted Cash | $ 72,250 | $ 86,200 |
3. Going concern (Details Narra
3. Going concern (Details Narrative) | Dec. 31, 2015USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Working Capital Deficiency | $ (3,397,266) |
Accumulated Deficit | $ (20,721,205) |
4. Accounts receivable - Accoun
4. Accounts receivable - Accounts Receivable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts Receivable | $ 183,583 | $ 192,126 |
Allowance for Doubtful accounts | 0 | (27,294) |
Accounts Receivable | 183,583 | 164,832 |
Treatment Program | ||
Accounts Receivable | 183,583 | 175,585 |
Outpatient Services | ||
Accounts Receivable | $ 0 | $ 16,541 |
5. Due from the sale of Subsi36
5. Due from the sale of Subsidiary (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Due From Sale Of Subsidiary Details | ||
Principal outstanding | $ 446,476 | $ 493,806 |
Accrued interest | ||
Subtotal | $ 446,476 | $ 493,806 |
Provision raised | $ (446,476) | |
Total | $ 493,806 |
6. Plant and Equipment (Details
6. Plant and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Cost | $ 594,963 | |
Accumulated Amortization | 401,832 | |
Net Book Value | 193,131 | $ 256,543 |
Computer Equipment | ||
Cost | 21,278 | |
Accumulated Amortization | 15,333 | |
Net Book Value | 5,945 | $ 7,352 |
Computer Software | ||
Cost | 9,848 | |
Accumulated Amortization | 4,924 | |
Net Book Value | 4,924 | |
Furniture and Equipment | ||
Cost | 352,379 | |
Accumulated Amortization | 257,728 | |
Net Book Value | 94,651 | $ 114,306 |
Medical Equipment | ||
Cost | 4,490 | |
Accumulated Amortization | 3,443 | |
Net Book Value | 1,047 | 1,391 |
Vehicles | ||
Cost | 64,175 | |
Accumulated Amortization | 42,993 | |
Net Book Value | 21,182 | 40,023 |
Leasehold Improvements | ||
Cost | 142,793 | |
Accumulated Amortization | 77,411 | |
Net Book Value | $ 65,382 | $ 93,471 |
7. Loans payable - Loans Payabl
7. Loans payable - Loans Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Short term portion | $ 6,684 | $ 7,625 |
Long term portion | 8,788 | 18,460 |
Automobile Loan Payable | $ 15,472 | $ 26,085 |
7. Loans payable - Estimated Pr
7. Loans payable - Estimated Principal Repayments (Details) | Dec. 31, 2015USD ($) |
Payables and Accruals [Abstract] | |
2,016 | $ 6,684 |
2,017 | 6,991 |
2,018 | 1,797 |
Total | $ 15,472 |
7. Loans payable (Details Narra
7. Loans payable (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Payables and Accruals [Abstract] | |
Auto Loan Interest Rate | 4.49% |
Auto Loan Monthly Payment | $ 835 |
9. Taxation payable - Taxes Pay
9. Taxation payable - Taxes Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Notes to Financial Statements | ||
Payroll taxes and Harmonized sales taxes | $ 2,290,506 | $ 2,656,297 |
US tax penalties | 200,000 | 150,000 |
Taxes Payable | $ 2,490,506 | $ 2,806,297 |
10. Related party transactions
10. Related party transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Greenestone Clinic | ||
Management Fees | $ 96,705 | $ 122,271 |
11. Stockholders' deficit - War
11. Stockholders' deficit - Warrants Outstanding (Details) - Warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Beginning balance, warrants | 6,300,000 | 4,500,000 |
Beginning balance, warrants exercise price | $ .14 | $ .15 |
Warrants Granted, shares | 1,800,000 | |
Warrants granted, price | $ 0.13 | |
Ending Balance, warrants | 6,300,000 | 6,300,000 |
Ending Balance, warrants exercise price | $ 0.14 | $ .14 |
Weighted Average Contractual Life, warrants | 3 months 11 days |
11. Stockholders' deficit - Opt
11. Stockholders' deficit - Options Outstanding (Details) - Options - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Beginning balance, options | 480,000 | 3,600,000 |
Beginning balance, options exercise price | $ .12 | $ .20 |
Options Granted, shares | 480,000 | |
Options granted, price | $ .12 | |
Options Cancelled, shares | (3,600,000) | |
Options cancelled, price | $ (.20) | |
Options Exercisable, shares | 280,000 | |
Options Exercisable, price | $ .12 | |
Ending Balance, options | 480,000 | 480,000 |
Ending Balance, options exercise price | $ 0.12 | $ .12 |
Weighted Average Contractual Life, options | 3 years 10 months 3 days |
13. Commitments and contingen45
13. Commitments and contingencies (Details) | Dec. 31, 2015USD ($) |
Commitments And Contingencies Details | |
2,016 | $ 356,435 |
2,017 | 400,194 |
2,018 | 443,962 |
2,019 | 113,806 |
Total | $ 1,314,397 |
14. Income taxes - Future Tax A
14. Income taxes - Future Tax Asset (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 20,021,906 | $ 19,566,029 |
Provisions raised | 176,938 | |
Valuation allowance | $ (20,198,844) | $ (19,566,029) |
Net future tax asset |
14. Income taxes - Reconciliati
14. Income taxes - Reconciliation of Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at statutory rate | $ 464,746 | $ 665,096 |
Taxation charge | (4,647) | |
Permanent Differences | (26,674) | |
Timing difference not provided for | (176,938) | |
Foreign tax differential | (5,701) | |
Valuation allowance | $ (250,786) | $ (665,096) |
Net future tax asset |