Ethema Health (GRST) 10-K/A 18 Apr 18 2017 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Apr. 10, 2018	Jun. 30, 2017
Document And Entity Information
Entity Registrant Name	ETHEMA HEALTH Corp
Entity Central Index Key	792,935
Document Type	10-K/A
Document Period End Date	Dec. 31, 2017
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			$ 2,962,022
Entity Common Stock, Shares Outstanding		122,989,230
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets
Cash	$ 339	$ 4,779
Accounts receivable	218,858
Prepaid expenses	99,342	2,710
Discontinued operations		183,219
Related party Receivables	16,080	84,867
Total current assets	334,619	275,575
Non-current assets
Investment		110,000
Deposit on real Estate	1,825,000
Due on sale of subsidiary	954,951
Property, plant and equipment	9,153,858
Cash - Restricted		74,480
Total non-current assets	11,933,809	184,480
Total assets	12,268,428	460,055
Current liabilities
Bank overdraft	28,927	56,116
Accounts payable and accrued liabilities	372,244	374,317
Taxes payable	689,240	2,798,824
Convertible loans	160,453	250,258
Loans payable	152,402
Derivative liability	2,859,832
Related party payables	2,597,080	157,596
Total current liabilities	6,860,178	3,637,111
Non-current liabilities
Loan payable	7,183,892
Total liabilities	14,044,070	3,637,111
Stockholders' deficit
Preferred stock - Series A; $0.01 par value, 3,000,000 authorized, nil outstanding as of December 31, 2017 and 2016.
Preferred Stock - Series B; $0.01 par value, 10,000,000 authorized, nil outstanding as of December 31, 2017 and 2016.
Common stock; $0.01 par value, 500,000,000 shares authorized; 122,989,230 and 48,738,855 shares issued and outstanding as of December 31, 2017 and 2016, respectively.	1,232,393	487,389
Additional paid-in capital	18,545,913	16,509,906
Accumulated other comprehensive income	796,453	807,563
Accumulated deficit	(22,350,401)	(20,981,914)
Total stockholders' deficit	(1,775,642)	(3,177,056)
Total liabilities and stockholders' deficit	$ 12,268,428	$ 460,055

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
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	122,989,230	48,738,855
Common Stock Shares Outstanding	122,989,230	48,738,855
Preferred Stock, Seriea A Par Value	$ 0.01	$ 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, 2017	Dec. 31, 2016
Income Statement [Abstract]
Revenues	$ 929,416
Operating expenses
General and administrative	473,201	144,536
Management fees	289,125	257,283
Professional fees	626,548	249,395
Salaries and wages	770,076	139,666
Depreciation and amortization	223,623
Total operating expenses	2,382,573	790,880
Operating loss	(1,453,157)	(790,880)
Other Income (expense)
Other income	475,487	72,508
Other expense	(5,093,954)	(156,387)
Interest income	32,074
Interest expense	(367,547)	(29,504)
Debt discount	(668,916)	(93,244)
Derivative liability movement	(1,033,332)
Foreign exchange movements	(81,031)	811
Net loss before taxation from continuing operations	(8,190,376)	(996,696)
Taxation
Net loss from continuing operations	(8,190,376)	(996,696)
Operating income from discontinued operations, net of tax	6,821,889	735,987
Net income from discontinued operations, net of tax	6,821,889	735,987
Net loss	(1,368,488)	(260,709)
Foreign currency translation adjustment	(11,110)	(126,263)
Total comprehensive loss	$ (1,379,597)	$ (386,972)
Basic and diluted loss per common share- continuing operations	$ (0.08)	$ (0.02)
Basic and diluted income per share from discontinued operations	0.06	0.02
Basic income per common share	(0.02)
Diluted loss per common share from continuing operations	(0.06)	(0.02)
Diluted income per share from discontinued operations	0.05	$ 0.02
Diluted loss per common share	$ (0.01)
Weighted average common shares outstanding - Basic	107,352,184	48,305,978

Shareholders Equity

Shareholders Equity - USD ($)	Common Stock	Additional Paid-In Capital	Comprehensive Income / Loss	Accumulated Deficit	Total
Beginning Balance, Shares at Dec. 31, 2015	47,738,855
Beginning Balance, Value at Dec. 31, 2015	$ 477,389	$ 16,177,534	$ 933,826	$ (20,721,205)	$ (3,132,456)
Shares issued for services, Shares	1,000,000
Shares issued for services, Value	$ 10,000	40,000			50,000
Fair value of warrants issued		291,955			291,955
Proceeds received on warrants issued		417			417
Foreign currency translation			(126,263)		(126,263)
Net loss				(260,709)	(260,709)
Ending Balance, Shares at Dec. 31, 2016	48,738,855
Ending Balance, Value at Dec. 31, 2016	$ 487,389	16,509,906	807,563	(20,981,914)	(3,177,056)
Shares issued to acquire subsidiary, Shares	60,000,000
Shares issued to acquire subsidiary, Amount	$ 600,000	1,584,000			2,184,000
Conversion of debt to equity, Shares	12,500,375
Conversion of debt to equity, Amount	$ 125,004	250,007			375,011
Shares issued for services, Shares	100,000
Shares issued for services, Value	$ 1,000	3,000			4,000
Fair value of warrants issued		71,000			71,000
Shares issued for commitment fee, Shares	1,900,000
Shares issued for commitment fee, Amount	$ 19,000	128,000			147,000
Foreign currency translation			(11,110)		(11,110)
Net loss				(1,368,487)	(1,368,488)
Ending Balance, Shares at Dec. 31, 2017	123,239,230
Ending Balance, Value at Dec. 31, 2017	$ 1,232,393	$ 18,545,913	$ 796,453	$ (22,350,401)	$ (1,775,642)

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Operating activities
Net income	$ (1,368,488)	$ (260,709)
Net income from discontinued operations	(6,821,889)	(735,987)
Net loss from continuing operations	(8,190,377)	(996,695)
Adjustment to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation	223,623	93,244
Non cash compensation expense on acquisition of subsidiary	5,074,689
Non cash interest accrual	(32,074)
Non cash compensation for services	151,000
Gain on sale of mortgage	19,583
Other foreign exchange movements		50,000
Amortization of debt discount	668,916
Derivative liability movements	1,033,332
Provision against receivable on sale of subsidiary	(472,368)
Amortization of beneficial conversion feature		494
Non cash earnout accrual	0
Changes in operating assets and liabilities
Accounts receivable	(218,558)
Prepaid expenses	(85,176)	(2,710)
Accounts payable and accrued liabilities
Accrued purchase consideration	(232,628)	(232,105)
Taxes payable	(2,158,233)	308,318
Net cash used in operating activities - continuing operations	(4,218,272)	(779,455)
Net cash provided by operating activities - discontinued operations	(426,398)	775,313
Net cash provided by operating activities	(4,644,669)	(4,142)
Investing activities
Investments in Seastone	2,960,000	110,000
Deposit on property	1,748,988
Purchase of fixed assets	436,372
Net cash used in investing activities - continuing operations	(5,145,360)	(110,000)
Net cash provided by (used in) investing activities - discontinued operations	6,497,400	(3,199)
Net cash used in Investing activities	1,352,040	(113,199)
Financing activities
(Decrease) Increase in bank overdraft	28,718	(40,315)
Repayment of loan payable		15,472
Proceeds from short-term notes		124,350
Repayment of short-term note		(148,603)
Proceeds from mortgage sold	110,294
Proceeds from mortgage	(4,391,452)
Repayment of mortgage	(3,048,995)
Proceeds from convertible notes	1,897,500	668,969
Repayment of convertible notes	388,458	220,000
Proceeds from related party notes	366,222	(201,766)
Proceeds from warrants issued		417
Net cash provided by financing activities	3,299,298	248,210
Effect of exchange rate on cash	(11,110)	(126,263)
Net change in cash	(4,440)	4,605
Beginning cash balance	4,779	174
Ending cash balance	339	4,779
Supplemental cash flow information
Cash paid for interest	253,256	39,136
Cash paid for income taxes
Non cash investing and financing activities
Common shares issued to acquire subsidiary	2,184,000
Conversion of debt to equity	375,011
Fair value of warrants issued	71,000
Assumption of mortgage liabilities on acquisition of subsidiary	3,145,549
Debt discount relating to warrants issued with convertible debt		$ 291,955

Nature of Business

Nature of Business	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	1. Nature of Business Ethema Health Corporation (the “Company”) was incorporated under the laws of the state of Colorado, USA, on April 1, 1993. Effective April 4, 2017, the Company changed its name to Ethema Health Corporation and prior to that, on May 2012, the Company had changed its name to GreeneStone Healthcare Corporation from Nova Natural Resources Corporation. As of December 31, 2017, the Company owned 100% of the outstanding shares of GreeneStone Clinic Muskoka Inc., incorporated in 2010 under the laws of the Province of Ontario, Canada; Cranberry Cove Holdings Ltd., incorporated on January 9, 2004 under the laws of the Province of Ontario, Canada. and Seastone Delray Healthcare, LLC, incorporated on May 17, 2016 under the laws of Florida, USA; and Delray Andrews RE, LLC, incorporated on May 17, 2016 under the laws of Florida, USA. During December 2016, the Company obtained a license to operate and provide addiction treatment healthcare services in Florida, USA. The company commenced operations under this license with effect from January 2017. On February 14, 2017, the Company completed a series of transactions (referred to collectively as the “Restructuring Transactions”), including a Share Purchase Agreement (the “SPA”) whereby the Company acquired 100% of the stock of CCH, which holds the real estate on which the Company previously operated a rehabilitation clinic (“the Canadian Rehab Clinic”). The Company entered into an Asset Purchase Agreement (the “APA”) and lease (the “Lease”) whereby the Company sold all of the Canadian Rehab Clinic business assets and leased the real estate to the buyer. Simultaneously with this transaction, the Company entered into a Real Estate \Purchase agreement and Asset Purchase Agreement whereby the Company purchased the real estate and business assets of Seastone Delray (the “Florida Purchase”). The Share Purchase Agreement Under the SPA, The Asset Purchase Agreement and Lease Under the APA, Through the APA, The Florida Purchase Immediately after closing on the sale of the assets of the Canadian Rehab Clinic, the Company closed on the acquisition of the real estate assets of Seastone Delray pursuant to certain real estate and asset purchase agreements. The purchase price for the Seastone assets was US$6,070,000 financed with a purchase money mortgage of US$3,000,000, and US$3,070,000 in cash. On November 2, 2017, the Company entered into an Agreement of Purchase and Sale (the “Agreement”) to purchase from AREP 5400 East Avenue West

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
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 intercompany transactions and balances have been eliminated on consolidation. Certain of the Company’s subsidiary’s functional currency is the Canadian dollar, while the Company’s reporting currency is the U.S. dollar. All transactions initiated in Canadian dollars are translated into US dollars in accordance with ASC 830, “Foreign Currency Translation” as follows: ● Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. ● Equity at historical rates. ● Revenue and expense items and cash flows at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ deficit as a component of accumulated other comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period. The relevant translation rates are as follows: For the year ended December 31, 2017 a closing rate of CAD$1.0000 equals US$0.7971 and an average exchange rate of CAD$1.0000 equals US$0.7867. d) Revenue Recognition The Company has two operating segments from which it derives revenues, i) rental income from leasing of a rehabilitation facility to third parties and ii) in-patient revenues for rehabilitation services provided to customers. Revenue is recognized as follows: i. Rental Income In terms of the lease agreement, on a monthly basis as long as the facility is utilized by the tenant ii. In-patient revenue The customers have been treated and provided with services by the Company; 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. 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 outpatient counselling, coaching, intervention, psychological assessments and other related services when patients receive the service; and ● Fees for inpatient addiction treatments proportionately over the term of the patient’s treatment. e) Nonmonetary transactions The Company’s policy is to measure an asset exchanged or transferred in a nonmonetary 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 a transfer between entities under common control; ● 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 nonmonetary, nonreciprocal transfer to owners that represents a spinoff 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. g) Accounts receivable Accounts receivable primarily consists of amounts due from third-party payors (non-governmental) and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimating net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies denying claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. h) Allowance for Doubtful Accounts, Contractual and Other Discounts The Company derives the majority of its revenues from commercial payors at out-of-network rates. Management estimates the allowance for contractual and other discounts based on its historical collection experience. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account is written off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. i) 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, loans payable and related party notes. Financial assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write-down is recognized in net income. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously. The amount of the reversal is recognized in net income. The Company recognizes its transaction costs in net income in the period incurred. However, financial instruments that will not be subsequently measured at fair value are adjusted by the transaction costs that are directly attributable to their origination, issuance or assumption. FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: ● Level 1. Observable inputs such as quoted prices in active markets; ● Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. The Company measures its convertible debt and derivative liabilities associated therewith at fair value. These liabilities are revalued periodically and the resultant gain or loss is realized through the Statement of Operations. j) Plant and equipment Fixed assets are recorded at cost. Depreciation is calculated on the straight line basis over the estimated life of the asset: 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. k) 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. l) Income taxes The Company accounts for income taxes under the provisions of ASC Topic “Income Taxes”. Topic ASC Topic To m) Net income (loss) per Share Basic net income (loss) per share is computed on the basis of the weighted average number of common stock outstanding during the period. Diluted net income (loss) per share is computed on the basis of the weighted average number of common stock and common stock equivalents outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. Dilution is computed by applying the treasury stock method for options and warrants. Under this method, “in-the money” options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Dilution is computed by applying the if-converted method for convertible preferred stocks. Under this method, convertible preferred stock is assumed to be converted at the beginning of the period (or at the time of issuance, if later), and preferred dividends (if any) will be added back to determine income applicable to common stock. The shares issuable upon conversion will be added to weighted average number of common stock outstanding. Conversion will be assumed only if it reduces earnings per share (or increases loss per share). n) Stock based compensation Stock based compensation cost is measured at the grant date, based on the estimated fair value of the award and is recognized as expense over the employee’s requisite service period or vesting period on a straight-line basis. Share-based compensation expense recognized in the consolidated statements of operations for the year ended December 31, 2017 and 2016 is based on awards ultimately expected to vest and has been reduced for estimated forfeitures. This estimate will be revised in subsequent periods if actual forfeitures differ from those estimates. We have minimal awards with performance conditions and no awards dependent on market conditions. o) 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 Company’s 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. p) Recent accounting pronouncements In January 2017, the FASB Topic In January 2017, the FASB Topic We In February 2017, the FASB We In July 2017, the FASB (Topic (Topic (Topic 1. Accounting for certain financial instruments with down round features 2. Replacement of the indefinite deferral for mandatorily redeemable financial instruments of certain non-public entities and certain non-controlling interests The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic Topic The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. The amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part 1 of this Update should be applied in either of the following ways: 1. Retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective 2. Retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements. In August 2017, the FASB (Topic Targeted The amendments in this Update better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early application is permitted in any interim period after issuance of the Update. Transition Requirements For cash flow and net investment hedges existing at the date of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the amendments in this Update. The amended presentation and disclosure guidance is required only prospectively. The impact this ASU will have on the Company’s consolidated financial statements is expected to be immaterial. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We do not expect that the adoption of ASU 2014-09 will have any significant impact on our operating cash flows. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. p) Reclassification of Prior Year Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. q) Financial instruments Risks The Company is exposed to various risks through its financial instruments. The following analysis provides a measure of the Company’s risk exposure and concentrations at the balance sheet date, December 31, 2017 and 2016. 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 Seastone of Delray is mitigated as only a percentage of the revenue billed to health insurance companies is recognized as income until such time as the actual funds are collected. The revenue is concentrated amongst several health insurance companies located in the US. In the opinion of management, credit risk with respect to accounts receivable is assessed as low. ii. Liquidity risk Liquidity risk is the risk the Company will not be able to meet its financial obligations as they fall due. The Company is exposed to liquidity risk through its working capital deficiency of $5,710,511 accumulated deficit $(16,967,612). The Company will be dependent upon the raising of additional capital in order to implement its business plan. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. In the opinion of management, liquidity risk is assessed as high, material and remains unchanged from the prior year. 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. a. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to minimal interest rate risk on its bank indebtedness as there is a balance owing of $28,927 as of December 31, 2017. 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, b. Currency risk Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is subject to currency risk as it has subsidiaries that operate in Canada and are subject to fluctuations in the Canadian dollar. A substantial portion of the Company’s financial assets and liabilities are denominated in Canadian dollars. Based on the net exposures at December 31, 2017, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $29,500 increase or decrease in the Company’s after tax net income from operations. The Company has not entered into any hedging agreements to mediate this risk. In the opinion of management, currency risk is assessed as low, c. Other price risk Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. In the opinion of management, the Company is not exposed to this risk and remains unchanged from the prior year.

Disposal of Business

Disposal of Business	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Disposal of Business	3. Disposal of Business On February 14, 2017, in terms of the details outlined in note 1 above, the Company disposed of the business and certain assets of its Canadian Rehab Clinic for gross proceeds of CDN$10,000,000, a total of CDN$1,500,000 of the gross proceeds is being held in escrow for up to two years, in addition there is an earnout payment of up to CDN$3,000,000 to be received in 2019, if certain clinic performance metrics are met, see note 9 below. The proceeds realized from the sale of the Canadian Rehab Clinic were used to settle outstanding tax liabilities, refer note 12 below, and to acquire the business of Seastone of Delray, refer note 5 below. The proceeds realized on disposal have been allocated as follows: Amount Proceeds on disposal $ 7,644,000 Assets sold: Accounts receivable 113,896 Plant and equipment 109,075 222,971 Liabilities assumed by purchaser Deferred revenue (73,799 ) Net assets and liabilities sold 149,172 Net profit realized on disposal $ 7,494,828

Acquisition of subsidiary

Acquisition of subsidiary	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Acquisition of Subsidiary	4. Acquisition of Subsidiary On February 14, 2017, the Company acquired 100% of the equity of CCH, from Leon Developments, a company wholly owned by our CEO. The total consideration paid by the Company was CDN$3,517,062, including the assumption of certain liabilities of CCH, which was funded by the assignment to Leon Developments of certain indebtedness owing to the Company in the amount of CDN$659, 918 (US$504,442) on the disposal of a subsidiary, 1816191 Ontario, which principal amount had previously been fully provided for during 2015; and the issuance of 60,000,000 shares of the Company’s common stock at US$0.0364 per share for proceeds of $2,184,000. The transaction was accounted for under ASC 805-50 Transactions between entities under common control, and the assets and liabilities were transferred at their carrying amounts at the date of the transaction. The allocation of the purchase price is as follows: Amount Purchase price paid: Common shares issued to Seller $ 2,184,000 Receivable assumed by the Seller 504,442 2,688,442 Allocated as follows: Assets transferred: Property 2,942,585 Receivable from Ethema Health Corporation 299,743 3,242,328 Liabilities assumed: Accounts payable and other accruals 158,093 Related party payable to Leon Developments 2,057,392 Mortgage liability owing to Ethema Health Corporation 267,540 Mortgage liability 3,145,550 5,628,575 Net liabilities assumed (2,386,247 ) Excess purchase consideration allocated to shareholders compensation $ 5,074,68 9

Acquisition of Seastone of Delr

Acquisition of Seastone of Delray	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Acquisition of Seastone Delray	5. Acquisition of Seastone Delray The Company, utilized a portion of the proceeds realized on the sale of the Canadian Rehab Clinic to acquire certain assets of Seastone of Delray. The Company obtained its own license to run a rehabilitation Clinic in Florida in December 2016 and began operations, through its wholly owned subsidiary, Seastone of Delray, LLC, effective January 2017. The assets acquired were as follows: Amount Purchase price paid: Cash paid to seller $ 2,960,000 Deposits previously paid to seller 110,000 Mortgage liability funds 3,000,000 6,070,000 Assets acquired: Property 5,990,000 Furniture and fixtures 80,000 $ 6,070,000

Going concern

Going concern	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	6. Going Concern The Company’s 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, 2017 the Company has a working capital deficiency of $(6,525,559) and accumulated deficit of $(22,350,401). Management believes that current available resources will not be sufficient to fund the Company’s planned expenditures 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 generating sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If the Company obtains additional funds through arrangements with collaborators or strategic partners, the Company may be required to relinquish its rights to certain geographical areas, or techniques that it might otherwise seek to retain. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These 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. 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. These factors create substantial doubt about the Company’s 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.

Discontinued Operations

Discontinued Operations	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Discontinued Operations	7. Discontinued Operations The assets and liabilities of discontinued operations as of December 31, 2016 is as follows: December 31, 2016 Current assets Accounts receivable, net $ 123,358 Prepaid expenses and other current assets 11,253 Total current assets 134,611 Non-current assets Plant and equipment, net 129,127 Deposits — Total assets 263,738 Current liabilities Deferred revenues 80,519 Discontinued operation 183,219 The Statement of operations for discontinued operations is as follows: Year ended December Year ended December 31, 2017 31, 2016 Revenues $ 196,866 $ 3,653,399 Operating expenses Depreciation and amortization 4,196 63,391 General and administrative 116,671 751,553 Professional fees 32,818 (3,889 ) Rent 106,495 385,401 Salaries and wages 201,723 1,592,444 Total operating expenses 461,903 2,788,900 Operating (loss) income (265,037 ) 864,499 Other Income (expense) Other income 7,494,828 720 Other expense — (617 ) Interest expense (1,021 ) (154,605 ) Foreign exchange movements (135,190 ) 25,990 Net income (loss) before taxation 7,093,580 735,987 Taxation (271,691 ) — Net income (loss) from discontinued operations $ 6,821,889 $ 735, 987

Deposit on Real Estate

Deposit on Real Estate	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Deposit on Real Estate	8. Deposit on Real Estate On November 2, 2017, the Company entered into an Agreement to purchase from AREP 5400 East Avenue West

Due from sale of subsidiary

Due from sale of subsidiary	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Due from sale of subsidiary	9. Due on sale of subsidiary A net amount of CDN$617,960 was due to the Company on the sale of the Endoscopy Clinic as of December 31, 2016. This amount was past due and had fully provided for as of December 31, 2016. On February 14, 2017, the Company acquired CCH from Leon Developments and settled a portion of the purchase consideration by assigning the proceeds due to the Company on the sale of the Endoscopy Clinic to Leon Developments. The note together with accrued interest thereon of CDN$41,959 amounted to CDN$659,919 (US$504,442). The provision raised against the note was reversed and the unrecorded interest thereon was recognized during the current period. On February 14, 2017, the Company sold its Canadian Rehab Clinic for gross proceeds of CDN$10,000,000, of which CDN$1,500,000 (US$1,155,900) has been retained in an escrow account for a period of up to two years in order to guarantee the warranties provided by the Company in terms of the APA.

Property plant and equipment

Property plant and equipment	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
9. Property plant and equipment	10. Property, plant and equipment Property, plant and equipment consists of the following: December 31, 2017 December 31, 2016 Cost Amortization and Impairment Net book value Net book value Land 2,925,305 — 2,925,305 Property $ 6,228,340 $ (98,988 ) $ 5,840,268 $ — Furniture and fixtures 105,000 ( 32,953) 72,047 — Leasehold Improvements 407,920 (91,682 ) 316,238 $ 9,377,481 $ 223623 $ 9,153,858 $ — Depreciation expense for the year ended December 31, 2017 and 2016 was $223,423 and $0, respectively.

Taxes Payable

Taxes Payable	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Taxes Payable	11. Taxes Payable The Company settled the tax liabilities owing to the Canadian Revenue Authorities out of the proceeds of the disposal of the Canadian Rehab Clinic on February 14, 2017. The Company paid CDN$2,929,886 to settle outstanding payroll liabilities, CDN$441,598 to settle outstanding GST/HST liabilities and a further CDN$ 57,621 to settle other Canadian tax liabilities. The remaining taxes payable consist of: ● A payroll tax liability of $155,894 (CDN$195,569) in Greenestone Muskoka which has not been settled as yet. ● The Company has assets and operates businesses in Canada and is required to disclose these operations to the US taxation authorities, the requisite disclosure has not been made. Management has reserved the maximum penalty due to the IRS in terms of non-disclosure. This noncompliance with US disclosure requirements is currently being addressed. An amount of $250,000 has been accrued for any potential exposure the Company may have. December 31, 2017 December 31, 2016 Payroll taxes $ 155,894 $ 2,548,824 US penalties due 250,000 250,000 Income tax payable 283,346 — $ 689,240 $ 2,798,824

Short-term convertible loan

Short-term convertible loan	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Short-term convertible loan	12. Short-term Convertible Notes The short-term convertible notes consist of the following: Interest rate Maturity date Principal Interest Debt Discount December 31, 2017 December 31, 2016 Leonite Investments LLC 8.5 % December 1, 2018 $ 1,650,000 $ 2,885 $ (1,514,384 ) $ 138,502 $ — Power Up Lending Group Ltd 12.0 % August 15, 2018 103,000 1,862 (82,911 ) $ 21,951 Series L Convertible notes 0.0 % June 30, 2017 — 250,258 160,453 250,258 Leonite Capital, LLC On December 1, 2017, the Company closed on a private offering to raise US $1,500,000 in capital. The Company issued one senior secured convertible promissory note with a principal amount of US $1,650,000 to Leonite Capital, LLC. The Note bears interest at the rate of 6.5% per annum. The initial draw under the Note was $300,000 with a $150,000 original issue discount for a total of $450,000. The Company issued 1,650,000 shares of the Company’s common stock as a commitment fee and paid $20,000 towards the lenders legal fees. The Note’s initial maturity date is June 1, 2018. During the term of the Note the Company and the Subsidiaries will be obligated to make monthly payment of accrued and unpaid interest. The Note contains Company and Subsidiary representations and warranties, covenants, events of default, and registration rights. The Note provided that the parties use reasonable best efforts to close on the remaining $1,200,000 of availability under the Note by January 1, 2018. As a condition to the closing of the Balance Tranche, the parties must finalize and enter into additional agreements related to the Private Offering, including, but not limited to, (i) a Securities Purchase Agreement; (ii) a Warrant Agreement under which the Investor will have the right to purchase up to 27,500,000 shares of the Company’ common stock for $0.10 per share, subject to adjustment, for a period of five years; (iii) a Securities Pledge Agreement under which the Company and the Subsidiaries will grant the lender a blanket lien on their assets, and the Company will pledge its equity ownership in the Subsidiaries. Upon the closing of the Balance Tranche the maturity date of the Note will become December 1, 2018. On December 29, 2017, effective as of December 1, 2017, the Company and the Subsidiaries entered into an Amended and Restated Senior Secured Convertible Promissory Note, which note amends and restates the Note to (a) extend the maturity date to December 1, 2018; (b) remove CCH, as an obligor; (c) increase the interest rate by 2.00% per annum, to 8.5% per annum; and (d) issue an additional 250,000 shares of the Company’s common stock to the Investor. In connection with the execution of the amendment, the parties entered into (i) a Securities Purchase Agreement; (ii) a Warrant Agreement under which the Investor will have the right to purchase up to 27,500,000 shares of the Company’ common stock for $0.10 per share, subject to adjustment, for a period of five years; (iii) a Security and Pledge Agreement and a General Security Agreement under which the Company and the Subsidiaries will grant the Investor a blanket lien on their assets, and the Company will pledge its equity ownership in the Subsidiaries; and (iv) a First Amendment to the, effective January 2, 2018. At the execution of the Note, the Investor funded an initial tranche of $300,000. Thereafter the Investor funded a second tranche of $156,136. Upon the execution of the A&R Note the Investor funded a third tranche of $100,000. Upon the execution of the First Amendment the Investor funded a final tranche of $850,000, with the remaining $93,764 of availability under the A&R Note, as amended, serving as a holdback pursuant to the terms of the First Amendment. Amounts under the Note are convertible, at the Investors request, into shares of the Company’s common stock at an initial price of $0.06 per share, subject to adjustment. Power Up Lending Group LTD On June 19, 2017, the Company, entered into a Securities Purchase Agreement with Power Up Lending Group Ltd., pursuant to which the Company issued to the Purchaser a Convertible Promissory Note in the aggregate principal amount of $113,500. The Note has a maturity date of March 20, 2018 and bears interest at the at the rate of eight percent per annum from the date on which the Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Purchaser during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to 61% of the average lowest closing bid prices of the Company’s common stock for the ten trading days prior to conversion. The note, together with interest thereon of $6,567 and early settlement penalty of $36,020 was repaid on December 14, 2017. On November 6, 2017, the Company, entered into a Securities Purchase Agreement with Power Up Lending Group Ltd., pursuant to which the Company issued to the Purchaser a Convertible Promissory Note in the aggregate principal amount of $103,000. The Note has a maturity date of August 15, 2018 and bears interest at the at the rate of twelve percent per annum from the date on which the Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Purchaser during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to 61% of the average lowest closing bid price of the Company’s common stock for the ten trading days prior to conversion. Labrys Fund, LP On February 2, 2017, the Company entered into a Securities Purchase Agreement with LABRYS FUND LP, On May 26, 2017, the Company repaid the note for gross proceeds of $112,744, including interest thereon of $2,744. The 1,200,000 commitment fee shares were returned to the Company. Series L convertible notes The Company entered into Series L Convertible Securities Purchase Agreements with 8 individuals on December 30, 2016. In terms of these agreements, the Company borrowed an aggregate principal amount of $468,969 in terms of a senior ranking convertible promissory note with a maturity date six months from the issue date and bearing interest at 0% per annum. The notes are convertible at the option of the holder into shares of common stock of the Company at a conversion price of $0.03 per share, subject to certain recapitalization adjustments. On December 30, 2016, it was determined that the beneficial conversion feature related to the discounted note and warrant issuances amounting to $218,711 would be amortized over the life of the loans. During January 2017, the Company borrowed a further aggregate principal amount of $71,000 in terms of three senior ranking convertible promissory notes with a maturity date six months from the issue date and bearing interest at 0% per annum. The notes are convertible at the option of the holder into shares of common stock of the Company at a conversion price of $0.03 per share, subject to certain recapitalization adjustments. In January 2017, it was determined that the beneficial conversion feature related to the discounted note and warrant issuances amounting to $104,793 would be amortized over the life of the loans. On May 4, 2017, the Company repaid $20,000 of the principal outstanding to one investor. During July and August 2017, the Company repaid a further $144,958 of the principal outstanding to five investors. During July 2017, five investors converted an aggregate principal amount of $375,011 of convertible notes into shares of common stock at a conversion price of $0.03 per share. In terms of the Series L Convertible notes issued above, during January 2017, the Company granted three-year warrants to the Series L Convertible noteholders, exercisable for 2,366,667 shares of common stock at an exercise price of $0.03, subject to certain recapitalization adjustments, per share, expiring between January 16 and January 17, 2020. (Refer note 17 (c) below).

Loans payable

Loans payable	12 Months Ended
	Dec. 31, 2017
Payables and Accruals [Abstract]
Loans payable	14. Loans Payable On February 14, 2017, the Company acquired 100% of the equity of CCH, from Leon Developments. The subsidiary has certain mortgage indebtedness amounting to CDN$4,115,057 (US$3,145,549) at the date of acquisition, which was assumed by the Company. On February 14, 2017, the Company acquired certain assets of Seastone of Delray, including fixed property. A portion of the purchase consideration was funded by a purchase money mortgage secured over the properties acquired, amounting to $3,000,000. Loans payable is as follows: Interest rate Maturity date Principal Outstanding Accrued interest December 31, 2017 December 31, 2016 Cranberry Cove Holdings First Mortgage 8.0 % August 14, 2017 $ — $ — $ — $ — Second Mortgage 12.0 % November 4, 2018 — — — — Pace Mortgage 4.2 % July 19,2022 4,343,376 5,998 4,349,374 — Seastone of Delray Mortgage 5.0 % February 13, 2020 2,974,526 $ 12,394 2,986,920 — $ 7,317,902 $ 18,392 $ 7,336,294 $ — Disclosed as follows: Short-term portion $ 152,402 $ — Long-term portion 7,183,892 — $ 7,336,294 $ — The aggregate amount outstanding is payable as follows: Amount 2018 134,010 2019 110,444 2020 3,048,904 2021 115,662 2022 3,908,884 Total $ 7,317,902 Cranberry Cove Holdings First Mortgage The first mortgage with an aggregate principal amount outstanding of CDN$3,500,000, including late charges, interest and penalties of CDN$165,057 for a gross aggregate amount outstanding of CDN$3,663,380, over the CCH properties is secured by the property located at 3571 Muskoka Road, #169, Bala, described as PT LT This mortgage was repaid in full on July 21, 2017 out of the proceeds derived from a new mortgage agreement entered into on July 19, 2017, see below. Second Mortgage The second mortgage had an initial principal amount outstanding of CDN$350,000, on May 23, 2017, the Company sold CDN$175,000 of the mortgage it owned to the second mortgage holder for gross proceeds of CDN$150,000, the balance outstanding on the second mortgage is now CDN$525,000, the mortgage is secured by the CCH properties located at 3571 Muskoka Road, #169, Bala, described as PT LT This mortgage was repaid in full on July 21, 2017 out of the proceeds derived from a new mortgage agreement entered into on July 19, 2017, see below. On July 19, 2017, CCH, a wholly owned subsidiary closed on a loan agreement in the principal amount of CDN$5,500,000. The loan is secured by a first mortgage on the premises owned by CCH located at 3571 Muskoka Road 169, Bala, Ontario (the “Property”). The loan bears interest at the fixed rate of 4.2% with a 5-year primary term and a 25-year amortization. The Company has guaranteed the loan and the Company’s chief executive officer and controlling shareholder also has personally guaranteed the Loan. CCH and the Company have granted the Lender a general security interest in its assets to secure repayment of the Loan. The loan is amortized with monthly installments of CDN $29,531. Seastone of Delray The Company entered into a Mortgage and Security Agreement with Seastone Delray Healthcare, LLC on February 13, 2017 for the aggregate principal sum of $3,000,000, bearing interest at the rate of 5% per annum, maturing on February 13, 2020, with monthly repayments of interest and principal of $15,000. The proceeds of the mortgage of $3,000,000 was used to fund the acquisition of the Seastone Delray properties, described as follows: The Company had an automobile loan payable during the prior year, bearing interest at 4.49% with blended monthly payments of $835 that matures in March 2018. This loan was settled during the current financial year. The loan was secured by the vehicle with a net book value as at December 31, 2015 of $14,960.

Derivative Liablility

Derivative Liablility	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Derivative Liablility	15. Derivative liability The short-term convertible notes issued to Leonite Capital LLC, Labrys Fund LP and Power Up Lending Group, LTD, disclosed in note 13 above, have variable priced conversion rights with no fixed floor price and will reprice dependent on the share price performance over varying periods of time. This gives rise to a derivative financial liability, which was initially valued at inception of the convertible notes at $1,976,500, the maximum amount permissible, using a Black-Scholes valuation model. In addition, warrants exercisable over 27,500,000 shares of common stock were issued to Leonite Investments, in terms of the Securities Purchase Agreement and the Warrant Agreement entered into. Refer note 13 above. The following assumptions were used in the Black-Scholes valuation model: Year ended December 31, 2017 Calculated stock price $0.03 to $0.08 Risk free interest rate 0.64% to 2.13% Expected life of convertible notes 3 to 12 months expected volatility of underlying stock 134.9% to 534.8% Expected dividend rate 0 % The movement in derivative liability is as follows: Year ended December 31, 2017 Opening balance $ — Derivative liability arising from convertible notes $ 1,826,500 Fair value adjustment to derivative liability 1,033,332 $ 2,859,832

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	16. Related Party Transactions Greenstone Clinic Inc. As of December 31, 2017 and 2016, the Company had a payable of $0 and $79,592, respectively. Greenstone Clinic Inc., is controlled by one of the Company’s directors. The balance payable is non-interest bearing, not secured and has no specific repayment terms. 1816191 Ontario As of December 31, 2017 and 2016, the Company had a payable of $15,921 and $70,763, respectively, 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. Shawn E. Leon As of December 31, 2017 and 2016 the Company had a receivable of $16,080 and a payable of $8,492, respectively to Shawn E. Leon, a director and CEO of the Company. The balances receivable and payable are non-interest bearing and have no fixed repayment terms. Mr. Leon was paid management fees of $289,125and $257,283 during the year ended December 31, 2017 and 2016. In addition to this the Company recorded compensation expense in other expenses, relating to the excess of the fair value of the assets acquired in CCH. Mr. Leon is the owner of Leon Developments, the counterparty in the acquisition of the CCH subsidiary referred to in note 1 and 4 above. Leon Developments, Ltd. The Company acquired CCH from Leon Developments, Ltd., on February 14, 2017, refer note 1 and 4 above. CCH owns the facility utilized by the Canadian Rehab Clinic which was sold to a third party on February 14, 2017. CCH owed CDN $2,692,512 to Leon Developments. The amount owing to Leon Developments Ltd., as of December 31, 2017 was CDN$2,692,512 or $1,703,976. Cranberry Cove Holdings Ltd. The Company acquired CCH on February 14, 2017. CCH owns the real estate previously utilized by the Canadian Rehab Clinic and now utilized by the purchaser of the business. As of December 31, 2016, the Company had a receivable of $84,867 from CCH. Prior to the acquisition of CCH, the Company paid rental expense to CCH of $47,493 for the period ended December 31 ,2017 and $385,401 for the year ended December 31, 2016. Eileen Greene Eileen Greene is the spouse of our CEO, Shawn Leon. During October and November 2017, we borrowed CDN$1,122,000 from Eileen Greene, principally to fund the deposit on the real estate transaction, disclosed in note 8 above. The funds advanced is non-interest bearing and has no fixed repayment terms. As of December 31, 2017, the amount owing to Eileen Greene amounted to $877,182. On December 30, 2016 we entered into a Securities Purchase agreement with Ms. Greene, whereby $163,011 (CDN $220,000) was advanced to the Company in the form of a promissory note, bearing interest at 0% per annum and convertible into shares of common stock at a conversion price of $0.03 per share. On January 17,2017, Ms. Greene advanced the company a further $40,000 in the form of a promissory note, bearing interest at 0$ per annum and convertible into shares of common stock at a conversion price of $0.03 per share. In connection with the issue pf promissory notes, Ms. Greene was also awarded warrants exercisable over 6,767,042 shares of common stock at an exercise price of $0.03 per share. All related party transactions occur in the normal course of operations and in terms of agreements entered into between the parties.

Stockholders' deficit

Stockholders' deficit	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
Stockholders' deficit	17. Stockholders’ deficit a) Common shares Authorized, issued and outstanding The Company has authorized 500,000,000 shares with a par value of $0.01 per share. The company has issued and outstanding 123,239,230 and 48,738,755 on December 31, 2017 and 2016, respectively. On February 14, 2017, the Company issued 60,000,000 common shares valued at $2,184,000 to Leon Development Ltd, a Company controlled by our CEO, Shawn Leon, in connection with the purchase of the entire shareholding of CCH, the owner of the premises located in Bala, Ontario at 3571 Highway 169. On May 30, 2017, the Company issued 100,000 common shares to a vendor in lieu of services rendered at a market value of $4,000 or US$0.04 per share. During July 2017, five Series L Convertible note holders exercised their conversion rights and converted an aggregate principal amount of $375,011 into 12,500,375 shares of common stock at a conversion price or $0.03 per share. On December 1, 2017, the Company issued 1,650,000 shares of common stock in connection with the closing of a financing of a Senior Secured Convertible Note. The shares were valued at $132,000, or $0.08 per share on December 1, 2017. On December 29, 2017, the Company issued an additional 250,000 shares of common stock upon the amendment of the Senior Secured Convertible note, disclosed in 4 above. The shares were valued at $15,000 or $0.06 per share on December 29, 2017. b) Preferred shares Authorized, issued and outstanding The Company has authorized 13,000,000 preferred shares with a par value of $0.01 per share, designated as 3,000,000 series A convertible preferred shares and 10,000,000 series B convertible preferred shares. The Company has no preferred shares issued and outstanding. c) Warrants In terms of the short-term Series L Convertible notes entered into with 3 parties, as disclosed in note 13 above, the Company awarded three year warrants exercisable over 2,366,666 shares of common stock, at an exercise price of $0.03 per share. In terms of the agreements entered into with Leonite Capital, LLC, the Company agreed to issue warrants exercisable over 27,500,000 shares of common stock at an exercise price of $0.10 per share. The fair value of Warrants awarded and revalued during the year ended December 31, 2017 were valued at $1,826,500 using the Black Scholes pricing model utilizing the following weighted average assumptions: Year ended December 31, 2017 Calculated stock price $0.02 to $0.08 Risk free interest rate 1.48% to 2.13% Expected life of warrants (years) 3 to 5 years expected volatility of underlying stock 398% to 535% Expected dividend rate 0 % The volatility of the common stock is estimated using historical data of the Company’s common stock. The risk-free interest rate used in the Black Scholes pricing model is determined by reference to historical U.S. Treasury constant maturity rates with maturities approximate to the life of the warrants granted. An expected dividend yield of zero is used in the valuation model, because the Company does not expect to pay any cash dividends in the foreseeable future. As of December 31, 2017, the Company does not anticipate any awards will be forfeited in the valuation of the warrants. c) Warrants A summary of all of the Company’s warrant activity during the period January 1, 2016 to December 31, 2017 is as follows: No. of shares Exercise price per Weighted average exercise price Outstanding January 1, 2016 6,300,000 0.0033 to $.0.03 $ 0.0033 Granted 19,337,409 0.03 0.0300 Forfeited/cancelled (6,000,000 ) 0.15 0.1500 Exercised — — — Outstanding December 31, 2016 19,637,409 0.0033 to $.0.03 0.0033 Granted 29,866,666 $0.03 to $0.10 0.0945 Forfeited/cancelled — — — Exercised — — — Outstanding December 31, 2017 49,504,075 $0.033 to $0.10 $ 0.0690 The following table summarizes information about warrants outstanding at December 31, 2017: Warrants outstanding Warrants vexercisable Exercise price No. of shares Weighted average remaining years Weighted average exercise price No. of shares Weighted average exercise price $0.0033 300,000 * 300,000 $0.03 21,704,075 2.20 21,704,075 $0.10 27,500,000 4.90 27,500,000 49,504,075 3.71 $ 0.0690 49,504,075 $ 0.0690 * 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. All of the warrants outstanding as of December 31, 2017 are vested. The warrants outstanding as of December 31, 2017 have an intrinsic value of $668,123. 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 No options were issued, exercised or cancelled during the year ended December 31, 2017. d) Stock options (continued A summary of all the Company’s option activity during the period January 1, 2016 to December 31, 2017 is as follows: No. of shares Exercise price per Weighted average Outstanding January 1, 2016 480,000 $ 0.12 $ 0.12 Granted — — — Forfeited/cancelled — — — Exercised — — — Outstanding December 31, 2016 480,000 $ 0.12 0.12 Granted - non plan options — — — Forfeited/cancelled — — — Exercised — — — Outstanding December 31, 2017 480,000 $ 0.12 $ 0.12 The following table summarizes information about options outstanding as of December 31, 2017: Options outstanding Options exercisable Exercise price No. of shares Weighted average remaining years Weighted average exercise price No. of shares Weighted average exercise price $0.12 480,000 1.83 480,000 480,000 1.83 $ 0.12 480,000 $ 0.12 The Company issued 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, 2017 there was no unrecognized compensation costs related to these options and the intrinsic value of the options as of December 31, 2017 is $0.

Segmental Information

Segmental Information	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Segmental Information	18. Segmental Information Due to the recent acquisition of the CCH subsidiary on February 14, 2017, the Company has two reportable operating segments; a. Rental income from the property owned by CCH subsidiary located at 3571 Muskoka Road, #169, Bala, on which the operations of the Canadian Rehab Clinic were located prior to disposal on February 14, 2017 and subsequently leased to the purchasers of the business of the Canadian Rehab Clinic, for a period of 5 years renewable for a further three five-year periods and with an option to acquire the property at a fixed price. b. Rehabilitation Services provided to customers, these services were provided to customers at our Seastone of Delray operatins. The Rehabilitation services provided by our Canadian Rehab Center for the years ended December 31, 2017 and 2016 are reported under discontinued operations and have not been reported as part of the Segment Information. The segment operating results of the reportable segments are disclosed as follows: Rental Operations Year ended December 31, 2017 In-Patient services Total Revenue $ 291,583 $ 637,833 $ 929,416 Operating expenditure 195,529 2,187,044 2,382,573 Operating (loss) income 96,054 (1,549,211 ) (1,453,157 ) Other (expense) income Other income — 475,487 475,487 Other expense — (5,093,9541 ) (5,093,954 ) Interest income — 32,074 32,074 Interest expense (179,037 ) (188,510 ) (367,547 ) Amortization of debt discount — (668,916 ) (668,916 ) Loss on change in fair value of derivative liability — (1,033,332 ) (1,033,332 ) Foreign exchange movements (12,003 ) (69,028 ) (81,031 ) Net loss before taxation from continuing operations (94,986 ) (8,095,390 ) (8,190,376 ) Taxation — — — Net loss from continuing operations $ (94,986 ) $ (8,095,390 ) $ (8,190,376 ) The operating assets and liabilities of the reportable segments are as follows: Rental Operations In-Patient services Total Purchase of fixed assets 219,751 21,763 241,514 Assets Current assets 201 334,418 334,619 Non-current assets 3,182,638 8,751,171 11,933,809 Liabilities Current liabilities (2,209,462 ) (4,650,716 ) (6,860,178 ) Non-current liabilities (4,349,208 ) (2,834,684 ) (7,183,892 ) Intercompany balances (791,263 ) 791,263 — Net (liability) asset position (4,167,095 ) 2,391,453 (1,775,642

Net income (loss) per common sh

Net income (loss) per common share	12 Months Ended
	Dec. 31, 2017
Earnings Per Share [Abstract]
Net income (loss) per common share	19. Net income (loss) per common share For the year ended December 31, 2017 the computation of basic and diluted earnings per share is as follows: Amount Number of shares Per share amount Basic earnings per share Net loss per share from continuing operations $ (8,190,376 ) 107,352,184 $ (0.08 ) Net income per share from discontinued operations 6,821,889 107,352,184 0.06 Basic income per share (1,368,487 ) 107,352,184 (0.02 ) Effect of dilutive securities Warrants — 11,135,388 Convertible debt — 30,314,208 Diluted earnings per share Net loss per share from continuing operations (8,190,376 ) 148,801,780 (0.06 ) Net income per share from discontinued operations 6,821,889 148,801,780 0.05 $ (1,368,487 ) 148,801,780 $ (0.01 ) For the year ended December 31, 2016, the following options and warrants were excluded from the computation of diluted net loss per share as the results would have been anti-dilutive. Year ended December 31, 2016 Stock options $ 480,000 Warrants to purchase shares of common stock 19,637,409 $ 20,117,409

Commitments and contingencies

Commitments and contingencies	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	20. Commitments and contingencies a. Contingency related to outstanding penalties The Company has provided for potential US penalties of $250,000 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. b. Operating leases The Company has assumed operating leases for certain vehicles and office equipment. The future commitment of these operating leases are as follows: Amount 2018 $ 8,014 2019 270 Total $ 8,284 c. Mortgage loans The company has two mortgage loans as disclosed in note 14 above. The future commitments under these loans are as follows: Amount 2018 $ 134,010 2019 110,444 2020 3,048,904 2021 115,662 2022 3,908,884 Total $ 7,317,902 d. Convertible loans The Company has an interest bearing convertible loan which requires monthly interest payments: the future interest payments under this loan is as follows: Amount 2018 $ 128,723 Total $ 128,723 e. 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.

Income taxes

Income taxes	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income taxes	21. Income taxes The Company is not current in its tax filings as of December 31, 2017 and 2016 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). Year ended December 31, 2017 Year ended December 31, 2016 Tax expense at the federal statutory rate (1,288,471 ) (394,991 ) Foreign taxation (1,325,577 ) 198,560 Permanent differences 1,606,144 56,768 Foreign tax rate differential (203,943 ) 98,381 Valuation allowance 1,211,846 41,282 — — The components of the Company’s deferred taxes asset as at December 31, 2017 and December 31, 2016 are as follows: December 31, 2017 December 31, 2016 Deferred tax assets Net operating loss carry forward 20,303,013 20,198,844 Net Operating Loss utilized - Discontinued operations (2,775,870 ) — Net taxable loss 3,029,615 104,169 Valuation allowance (20,556,758 ) (20,303,013 ) — — As of December 31, 2017, 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, 2017, the Company has accrued and expensed $250,000 (2016: $250,000) 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.

Subsequent events

Subsequent events	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent events	22. Subsequent events On March 9, 2018, the Company, entered into a Securities Purchase Agreement with Power Up Lending Group Ltd., pursuant to which the Company issued to the Purchaser a Convertible Promissory Note in the aggregate principal amount of $153,000. The Note has a maturity date of December 30, 2018 and bears interest at the at the rate of twelve percent per annum from the date on which the Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Purchaser during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to 61% of the average lowest closing bid price of the Company’s common stock for the ten trading days prior to conversion. Other than the above, the Company has evaluated subsequent events through the date 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.

Summary of Significant Accoun28

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
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.
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.
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 intercompany transactions and balances have been eliminated on consolidation. Certain of the Company’s subsidiary’s functional currency is the Canadian dollar, while the Company’s reporting currency is the U.S. dollar. All transactions initiated in Canadian dollars are translated into US dollars in accordance with ASC 830, “Foreign Currency Translation” as follows: ● Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. ● Equity at historical rates. ● Revenue and expense items and cash flows at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ deficit as a component of accumulated other comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period. The relevant translation rates are as follows: For the year ended December 31, 2017 a closing rate of CAD$1.0000 equals US$0.7971 and an average exchange rate of CAD$1.0000 equals US$0.7867.
Revenue Recognition	d) Revenue Recognition The Company has two operating segments from which it derives revenues, i) rental income from leasing of a rehabilitation facility to third parties and ii) in-patient revenues for rehabilitation services provided to customers. Revenue is recognized as follows: i. Rental Income In terms of the lease agreement, on a monthly basis as long as the facility is utilized by the tenant ii. In-patient revenue The customers have been treated and provided with services by the Company; 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. 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 outpatient counselling, coaching, intervention, psychological assessments and other related services when patients receive the service; and ● Fees for inpatient addiction treatments proportionately over the term of the patient’s treatment.
Non-monetary transactions	e) Nonmonetary transactions The Company’s policy is to measure an asset exchanged or transferred in a nonmonetary 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 a transfer between entities under common control; ● 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 nonmonetary, nonreciprocal transfer to owners that represents a spinoff or other form of restructuring or liquidati
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.
Accounts receivable	g) Accounts receivable Accounts receivable primarily consists of amounts due from third-party payors (non-governmental) and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimating net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies denying claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients.
Allowance for Doubtful Accounts, Contractual and Other Discounts	h) Allowance for Doubtful Accounts, Contractual and Other Discounts The Company derives the majority of its revenues from commercial payors at out-of-network rates. Management estimates the allowance for contractual and other discounts based on its historical collection experience. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account is written off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made.
Financial instruments	i) 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, loans payable and related party notes. Financial assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write-down is recognized in net income. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously. The amount of the reversal is recognized in net income. The Company recognizes its transaction costs in net income in the period incurred. However, financial instruments that will not be subsequently measured at fair value are adjusted by the transaction costs that are directly attributable to their origination, issuance or assumption. FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: ● Level 1. Observable inputs such as quoted prices in active markets; ● Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. The Company measures its convertible debt and derivative liabilities associated therewith at fair value. These liabilities are revalued periodically and the resultant gain or loss is realized through the Statement of Operations.
Plant and equipment	j) Plant and equipment Fixed assets are recorded at cost. Depreciation is calculated on the straight line basis over the estimated life of the asset: 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.
Leases	k) 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.
Income taxes	l) Income taxes The Company accounts for income taxes under the provisions of ASC Topic “Income Taxes”. Topic ASC Topic To
Net income (loss) per share information	m) Net income (loss) per Share Basic net income (loss) per share is computed on the basis of the weighted average number of common stock outstanding during the period. Diluted net income (loss) per share is computed on the basis of the weighted average number of common stock and common stock equivalents outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. Dilution is computed by applying the treasury stock method for options and warrants. Under this method, “in-the money” options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Dilution is computed by applying the if-converted method for convertible preferred stocks. Under this method, convertible preferred stock is assumed to be converted at the beginning of the period (or at the time of issuance, if later), and preferred dividends (if any) will be added back to determine income applicable to common stock. The shares issuable upon conversion will be added to weighted average number of common stock outstanding. Conversion will be assumed only if it reduces earnings per share (or increases loss per share).
Stock based compensation	n) Stock based compensation Stock based compensation cost is measured at the grant date, based on the estimated fair value of the award and is recognized as expense over the employee’s requisite service period or vesting period on a straight-line basis. Share-based compensation expense recognized in the consolidated statements of operations for the year ended December 31, 2017 and 2016 is based on awards ultimately expected to vest and has been reduced for estimated forfeitures. This estimate will be revised in subsequent periods if actual forfeitures differ from those estimates. We have minimal awards with performance conditions and no awards dependent on market conditions.
Derivatives	o) 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 Company’s 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.
Recent accounting pronouncements	p) Recent accounting pronouncements In January 2017, the FASB Topic In January 2017, the FASB Topic We In February 2017, the FASB We In July 2017, the FASB (Topic (Topic (Topic 1. Accounting for certain financial instruments with down round features 2. Replacement of the indefinite deferral for mandatorily redeemable financial instruments of certain non-public entities and certain non-controlling interests The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic Topic The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. The amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part 1 of this Update should be applied in either of the following ways: 1. Retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective 2. Retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements. In August 2017, the FASB (Topic Targeted The amendments in this Update better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early application is permitted in any interim period after issuance of the Update. Transition Requirements For cash flow and net investment hedges existing at the date of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the amendments in this Update. The amended presentation and disclosure guidance is required only prospectively. The impact this ASU will have on the Company’s consolidated financial statements is expected to be immaterial. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We do not expect that the adoption of ASU 2014-09 will have any significant impact on our operating cash flows. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.
Reclassification of Prior Year Presentation	p) Reclassification of Prior Year Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
Financial instrument Risks	q) Financial instruments Risks The Company is exposed to various risks through its financial instruments. The following analysis provides a measure of the Company’s risk exposure and concentrations at the balance sheet date, December 31, 2017 and 2016. 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 Seastone of Delray is mitigated as only a percentage of the revenue billed to health insurance companies is recognized as income until such time as the actual funds are collected. The revenue is concentrated amongst several health insurance companies located in the US. In the opinion of management, credit risk with respect to accounts receivable is assessed as low. ii. Liquidity risk Liquidity risk is the risk the Company will not be able to meet its financial obligations as they fall due. The Company is exposed to liquidity risk through its working capital deficiency of $5,710,511 accumulated deficit $(16,967,612). The Company will be dependent upon the raising of additional capital in order to implement its business plan. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. In the opinion of management, liquidity risk is assessed as high, material and remains unchanged from the prior year. 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. a. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to minimal interest rate risk on its bank indebtedness as there is a balance owing of $28,927 as of December 31, 2017. 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, b. Currency risk Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is subject to currency risk as it has subsidiaries that operate in Canada and are subject to fluctuations in the Canadian dollar. A substantial portion of the Company’s financial assets and liabilities are denominated in Canadian dollars. Based on the net exposures at December 31, 2017, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $29,500 increase or decrease in the Company’s after tax net income from operations. The Company has not entered into any hedging agreements to mediate this risk. In the opinion of management, currency risk is assessed as low, c. Other price risk Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. In the opinion of management, the Company is not exposed to this risk and remains unchanged from the prior year.

Summary of Significant Accoun29

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2017
Summary Of Significant Accounting Policies Tables
Plant and equipment	Fixed assets are recorded at cost. Depreciation is calculated on the straight line basis over the estimated life of the asset: Computer Software 100%

Disposal of Business (Tables)

Disposal of Business (Tables)	9 Months Ended
	Sep. 30, 2017
Disposal Of Business Tables
Schedule of business disposal	The proceeds realized on disposal have been allocated as follows: Amount Proceeds on disposal $ 7,644,000 Assets sold: Accounts receivable 113,896 Plant and equipment 109,075 222,971 Liabilities assumed by purchaser Deferred revenue (73,799 ) Net assets and liabilities sold 149,172 Net profit realized on disposal $ 7,494,828

Acquisition of subsidiary (Tabl

Acquisition of subsidiary (Tables)	12 Months Ended
	Dec. 31, 2017
Acquisition Of Subsidiary Tables
Schedule of acquisiton of subsidiary	The allocation of the purchase price is as follows: Amount Purchase price paid: Common shares issued to Seller $ 2,184,000 Receivable assumed by the Seller 504,442 2,688,442 Allocated as follows: Assets transferred: Property 2,942,585 Receivable from Ethema Health Corporation 299,743 3,242,328 Liabilities assumed: Accounts payable and other accruals 158,093 Related party payable to Leon Developments 2,057,392 Mortgage liability owing to Ethema Health Corporation 267,540 Mortgage liability 3,145,550 5,628,575 Net liabilities assumed (2,386,247 ) Excess purchase consideration allocated to shareholders compensation $ 5,074,68 9

Acquisition of Seastone of De32

Acquisition of Seastone of Delray (Tables)	12 Months Ended
	Dec. 31, 2017
Acquisition Of Business Of Seastone Of Delray Tables
Schedule of acquisition of Seastone of Delray	The assets acquired were as follows: Amount Purchase price paid: Cash paid to seller $ 2,960,000 Deposits previously paid to seller 110,000 Mortgage liability funds 3,000,000 6,070,000 Assets acquired: Property 5,990,000 Furniture and fixtures 80,000 $ 6,070,000

Discontinued Operations (Tables

Discontinued Operations (Tables)	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Discontinued Operations (Tables)	The assets and liabilities of discontinued operations as of December 31, 2016 is as follows: December 31, 2016 Current assets Accounts receivable, net $ 123,358 Prepaid expenses and other current assets 11,253 Total current assets 134,611 Non-current assets Plant and equipment, net 129,127 Deposits — Total assets 263,738 Current liabilities Deferred revenues 80,519 Discontinued operation 183,219 The Statement of operations for discontinued operations is as follows: Year ended December Year ended December 31, 2017 31, 2016 Revenues $ 196,866 $ 3,653,399 Operating expenses Depreciation and amortization 4,196 63,391 General and administrative 116,671 751,553 Professional fees 32,818 (3,889 ) Rent 106,495 385,401 Salaries and wages 201,723 1,592,444 Total operating expenses 461,903 2,788,900 Operating (loss) income (265,037 ) 864,499 Other Income (expense) Other income 7,494,828 720 Other expense — (617 ) Interest expense (1,021 ) (154,605 ) Foreign exchange movements (135,190 ) 25,990 Net income (loss) before taxation 7,093,580 735,987 Taxation (271,691 ) — Net income (loss) from discontinued operations

Property plant and equipment (T

Property plant and equipment (Tables)	12 Months Ended
	Dec. 31, 2017
Property Plant And Equipment Tables
Schedule of property and equipment	Property, plant and equipment consists of the following: December 31, 2017 December 31, 2016 Cost Amortization and Impairment Net book value Net book value Land 2,925,305 — 2,925,305 Property $ 6,228,340 $ (98,988 ) $ 5,840,268 $ — Furniture and fixtures 105,000 ( 32,953) 72,047 — Leasehold Improvements 407,920 (91,682 ) 316,238 $ 9,377,481 $ 223623 $ 9,153,858 $ —

Taxes Payable (Tables)

Taxes Payable (Tables)	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Taxation Payable	The remaining taxes payable consist of: ● A payroll tax liability of $155,894 (CDN$195,569) in Greenestone Muskoka which has not been settled as yet. ● The Company has assets and operates businesses in Canada and is required to disclose these operations to the US taxation authorities, the requisite disclosure has not been made. Management has reserved the maximum penalty due to the IRS in terms of non-disclosure. This noncompliance with US disclosure requirements is currently being addressed. An amount of $250,000 has been accrued for any potential exposure the Company may have. December 31, 2017 December 31, 2016 Payroll taxes $ 155,894 $ 2,548,824 US penalties due 250,000 250,000 Income tax payable 283,346 —

Short-term convertible loan (Ta

Short-term convertible loan (Tables)	12 Months Ended
	Dec. 31, 2017
Short-term Convertible Loan Tables
Short term convertible notes	The short-term convertible notes consist of the following: Interest rate Maturity date Principal Interest Debt Discount December 31, 2017 December 31, 2016 Leonite Investments LLC 8.5 % December 1, 2018 $ 1,650,000 $ 2,885 $ (1,514,384 ) $ 138,502 $ — Power Up Lending Group Ltd 12.0 % August 15, 2018 103,000 1,862 (82,911 ) $ 21,951 Series L Convertible notes 0.0 % June 30, 2017 — 250,258 160,453 250,258

Loans payable (Tables)

Loans payable (Tables)	12 Months Ended
	Dec. 31, 2017
Payables and Accruals [Abstract]
Loans Payable	Loans payable is as follows: Interest rate Maturity date Principal Outstanding Accrued interest December 31, 2017 December 31, 2016 Cranberry Cove Holdings First Mortgage 8.0 % August 14, 2017 $ — $ — $ — $ — Second Mortgage 12.0 % November 4, 2018 — — — — Pace Mortgage 4.2 % July 19,2022 4,343,376 5,998 4,349,374 — Seastone of Delray Mortgage 5.0 % February 13, 2020 2,974,526 $ 12,394 2,986,920 — $ 7,317,902 $ 18,392 $ 7,336,294 $ — Disclosed as follows: Short-term portion $ 152,402 $ — Long-term portion 7,183,892 — $ 7,336,294 $ — The aggregate amount outstanding is payable as follows: Amount 2018 134,010 2019 110,444 2020 3,048,904 2021 115,662 2022 3,908,884 Total $ 7,317,902

Derivative Liablility (Tables)

Derivative Liablility (Tables)	12 Months Ended
	Dec. 31, 2017
Derivative Liablility Tables
Schedule of assumption used in Black Scholes	The following assumptions were used in the Black-Scholes valuation model: Year ended December 31, 2017 Calculated stock price $0.03 to $0.08 Risk free interest rate 0.64% to 2.13% Expected life of convertible notes 3 to 12 months expected volatility of underlying stock 134.9% to 534.8% Expected dividend rate 0 %
Schedule of derivative liability	The movement in derivative liability is as follows: Year ended December 31, 2017 Opening balance $ — Derivative liability arising from convertible notes $ 1,826,500 Fair value adjustment to derivative liability 1,033,332 $ 2,859,832

Stockholders' deficit (Tables)

Stockholders' deficit (Tables)	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
Warrants outstanding	The fair value of Warrants awarded and revalued during the year ended December 31, 2017 were valued at $1,826,500 using the Black Scholes pricing model utilizing the following weighted average assumptions: Year ended December 31, 2017 Calculated stock price $0.02 to $0.08 Risk free interest rate 1.48% to 2.13% Expected life of warrants (years) 3 to 5 years expected volatility of underlying stock 398% to 535% Expected dividend rate 0 % c) Warrants A summary of all of the Company’s warrant activity during the period January 1, 2016 to December 31, 2017 is as follows: No. of shares Exercise price per Weighted average exercise price Outstanding January 1, 2016 6,300,000 0.0033 to $.0.03 $ 0.0033 Granted 19,337,409 0.03 0.0300 Forfeited/cancelled (6,000,000 ) 0.15 0.1500 Exercised — — — Outstanding December 31, 2016 19,637,409 0.0033 to $.0.03 0.0033 Granted 29,866,666 $0.03 to $0.10 0.0945 Forfeited/cancelled — — — Exercised — — — Outstanding December 31, 2017 49,504,075 $0.033 to $0.10 $ 0.0690 The following table summarizes information about warrants outstanding at December 31, 2017: Warrants outstanding Warrants vexercisable Exercise price No. of shares Weighted average remaining years Weighted average exercise price No. of shares Weighted average exercise price $0.0033 300,000 * 300,000 $0.03 21,704,075 2.20 21,704,075 $0.10 27,500,000 4.90 27,500,000 49,504,075 3.71 $ 0.0690 49,504,075 $ 0.0690
Options Outstanding	A summary of all the Company’s option activity during the period January 1, 2016 to December 31, 2017 is as follows: No. of shares Exercise price per Weighted average Outstanding January 1, 2016 480,000 $ 0.12 $ 0.12 Granted — — — Forfeited/cancelled — — — Exercised — — — Outstanding December 31, 2016 480,000 $ 0.12 0.12 Granted - non plan options — — — Forfeited/cancelled — — — Exercised — — — Outstanding December 31, 2017 480,000 $ 0.12 $ 0.12 The following table summarizes information about options outstanding as of December 31, 2017: Options outstanding Options exercisable Exercise price No. of shares Weighted average remaining years Weighted average exercise price No. of shares Weighted average exercise price $0.12 480,000 1.83 480,000 480,000 1.83 $ 0.12 480,000 $ 0.12

Segment information (Tables)

Segment information (Tables)	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Segment information	The segment operating results of the reportable segments are disclosed as follows: Rental Operations Year ended December 31, 2017 In-Patient services Total Revenue $ 291,583 $ 637,833 $ 929,416 Operating expenditure 195,529 2,187,044 2,382,573 Operating (loss) income 96,054 (1,549,211 ) (1,453,157 ) Other (expense) income Other income — 475,487 475,487 Other expense — (5,093,9541 ) (5,093,954 ) Interest income — 32,074 32,074 Interest expense (179,037 ) (188,510 ) (367,547 ) Amortization of debt discount — (668,916 ) (668,916 ) Loss on change in fair value of derivative liability — (1,033,332 ) (1,033,332 ) Foreign exchange movements (12,003 ) (69,028 ) (81,031 ) Net loss before taxation from continuing operations (94,986 ) (8,095,390 ) (8,190,376 ) Taxation — — — Net loss from continuing operations $ (94,986 ) $ (8,095,390 ) $ (8,190,376 ) The operating assets and liabilities of the reportable segments are as follows: Rental Operations In-Patient services Total Purchase of fixed assets 219,751 21,763 241,514 Assets Current assets 201 334,418 334,619 Non-current assets 3,182,638 8,751,171 11,933,809 Liabilities Current liabilities (2,209,462 ) (4,650,716 ) (6,860,178 ) Non-current liabilities (4,349,208 ) (2,834,684 ) (7,183,892 ) Intercompany balances (791,263 ) 791,263 — Net (liability) asset position (4,167,095 ) 2,391,453 (1,775,642 )

Net loss per common share (Tabl

Net loss per common share (Tables)	12 Months Ended
	Dec. 31, 2017
Earnings Per Share [Abstract]
Net loss per common share (Tables)	For the year ended December 31, 2017 the computation of basic and diluted earnings per share is as follows: Amount Number of shares Per share amount Basic earnings per share Net loss per share from continuing operations $ (8,190,376 ) 107,352,184 $ (0.08 ) Net income per share from discontinued operations 6,821,889 107,352,184 0.06 Basic income per share (1,368,487 ) 107,352,184 (0.02 ) Effect of dilutive securities Warrants — 11,135,388 Convertible debt — 30,314,208 Diluted earnings per share Net loss per share from continuing operations (8,190,376 ) 148,801,780 (0.06 ) Net income per share from discontinued operations 6,821,889 148,801,780 0.05 $ (1,368,487 ) 148,801,780 $ (0.01 ) For the year ended December 31, 2016, the following options and warrants were excluded from the computation of diluted net loss per share as the results would have been anti-dilutive. Year ended December 31, 2016 Stock options $ 480,000 Warrants to purchase shares of common stock 19,637,409 $ 20,117,409

Commitments and contingencies (

Commitments and contingencies (Tables)	12 Months Ended
	Dec. 31, 2017
Commitments And Contingencies Tables
Schedule of operating leases	The Company has assumed operating leases for certain vehicles and office equipment. The future commitment of these operating leases are as follows: Amount 2018 $ 8,014 2019 270 Total $ 8,284
Schedule of mortgage loans	The company has two mortgage loans as disclosed in note 14 above. The future commitments under these loans are as follows: Amount 2018 $ 134,010 2019 110,444 2020 3,048,904 2021 115,662 2022 3,908,884 Total $ 7,317,902
Schedule of convertible loans	The Company has an interest bearing convertible loan which requires monthly interest payments: the future interest payments under this loan is as follows: Amount 2018 $ 128,723 Total $ 128,723

Income taxes (Tables)

Income taxes (Tables)	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Reconciliation of Income Taxes	Year ended December 31, 2017 Year ended December 31, 2016 Tax expense at the federal statutory rate (1,288,471 ) (394,991 ) Foreign taxation (1,325,577 ) 198,560 Permanent differences 1,606,144 56,768 Foreign tax rate differential (203,943 ) 98,381 Valuation allowance 1,211,846 41,282 — —
Future Tax Asset	The components of the Company’s deferred taxes asset as at December 31, 2017 and December 31, 2016 are as follows: December 31, 2017 December 31, 2016 Deferred tax assets Net operating loss carry forward 20,303,013 20,198,844 Net Operating Loss utilized - Discontinued operations (2,775,870 ) — Net taxable loss 3,029,615 104,169 Valuation allowance (20,556,758 ) (20,303,013 ) — —

Disposal of Business (Details)

Disposal of Business (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Assets sold:
Plant and equipment	$ 9,153,858
Total	12,268,428	$ 460,055
Disposal of Business
Proceeds on disposal	7,644,000
Assets sold:
Accounts receivable	113,896
Plant and equipment	109,075
Total	222,971
Deferred revenue	(73,799)
Net assets and liabilities sold	149,172
Net profit realized on disposal	$ 7,494,828

Acquisition of Subsidiary (Deta

Acquisition of Subsidiary (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Property	$ 9,153,858
Accounts payable and other accruals	372,244	374,317
Liabilities, net	14,044,070	$ 3,637,111
Acquisition Of business of Seastone of Delray
Common shares issued to Seller	2,184,000
Receivable assumed by the Seller	504,442
Total	2,688,442
Property	2,942,585
Receivable from Ethema Health Corporation	299,743
Total	3,242,328
Accounts payable and other accruals	158,093
Related party payable to Leon Developments	2,057,392
Mortgage liability owing to Ethema Health Corporation	267,540
Mortgage liability	3,145,550
Liabilities, net	5,628,575
Net liabilities acquired	(2,386,247)
Excess purchase consideration allocated to shareholders compensation	$ 5,074,689

Acquisition of Seastone of De46

Acquisition of Seastone of Delray (Details) - Acquisition Of business of Seastone of Delray	Dec. 31, 2017USD ($)
Cash paid to seller	$ 2,960,000
Deposits previously paid to seller	110,000
Mortgage liability funds	3,000,000
Total Purchase Price Paid	6,070,000
Property	5,990,000
Furniture and fixtures	80,000
Total Assets Acquired	$ 6,070,000

Going Concern (Details Narrativ

Going Concern (Details Narrative)	Dec. 31, 2017USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working Capital Deficiency	$ (5,710,511)
Accumulated Deficit	$ (16,967,612)

Discontinued Operations (Detail

Discontinued Operations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Current assets
Prepaid expenses and other current assets	$ 99,342	$ 2,710
Total current assets	334,619	275,575
Non-current assets
Total assets	12,268,428	460,055
Current liabilities
Revenues	929,416
Operating expenses
General and administrative	473,201	144,536
Professional fees	626,548	249,395
Salaries and wages	770,076	139,666
Total operating expenses	2,382,573	790,880
Operating (loss) income	(1,453,157)	(790,880)
Other Income (expense)
Other income	475,487	72,508
Other expense	5,093,954	156,387
Interest expense	32,074
Foreign exchange movements	81,031	(811)
Taxation
Net income (loss) from discontinued operations	6,821,889	735,987
DiscontinuedOperations
Current assets
Accounts receivable, net		123,358
Prepaid expenses and other current assets		11,253
Total current assets		134,611
Non-current assets
Plant and equipment, net		129,127
Deposits
Total assets		263,738
Current liabilities
Deferred revenues		80,519
Discontinued operation		183,219
Revenues	196,866	3,653,399
Operating expenses
Depreciation and amortization	4,196	63,391
General and administrative	116,671	751,553
Professional fees	32,818	(3,889)
Rent	106,495	385,401
Salaries and wages	201,723	1,592,444
Total operating expenses	461,903	2,788,900
Operating (loss) income	(265,037)	864,499
Other Income (expense)
Other income	7,494,828	720
Other expense		(617)
Interest expense	(1,021)	(154,605)
Foreign exchange movements	(135,190)	25,990
Net income (loss) before taxation	7,093,580	735,987
Taxation	(271,691)
Net income (loss) from discontinued operations	$ 6,821,889	$ 735,987

Property plant and equipment (D

Property plant and equipment (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Cost	$ 9,377,481
Amortization and impairment	223,623
Net book value	9,153,858
Land [Member]
Cost	2,925,305
Net book value	2,925,305
Property
Cost	5,939,256
Amortization and impairment	(98,988)
Net book value	5,840,268
Furniture and Equipment
Cost	105,000
Amortization and impairment	(32,953)
Net book value	7,204,784
Leasehold Improvements
Cost	407,920
Amortization and impairment	(91,682)
Net book value	$ 316,238

Taxes payable - Taxes Payable (

Taxes payable - Taxes Payable (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Notes to Financial Statements
Payroll taxes	$ 155,894	$ 2,548,824
US tax penalties	250,000	250,000
Income tax payable	283,346
Taxes Payable	$ 689,240	$ 2,798,824

Short term convertible note (De

Short term convertible note (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Short-term poriton		$ 250,258
Total	$ 160,453	250,258
Leonite Investment LLC
Interest Rate	8.50%
Maturity	December 1, 2018
Principal	$ 1,650,000
Interest	2,885
Debt Discount	(1,514,384)
Total	$ 138,502
Power Up Lending Group LTD
Interest Rate	12.00%
Maturity	August 15, 2018
Principal	$ 103,000
Interest	1,862
Debt Discount	(82,911)
Total	$ 21,951
Series L Convertible Notes
Interest Rate	0.00%
Maturity	June 30, 2017
Total

Loans payable - Loans Payable (

Loans payable - Loans Payable (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Payables and Accruals [Abstract]
Short term portion	$ 152,402
Long term portion	7,183,892
Automobile Loan Payable	$ 7,336,294

Loans payable - Aggregate Amoun

Loans payable - Aggregate Amount Outstanding (Details)	Dec. 31, 2017USD ($)
Loans Payable - Aggregate Amount Outstanding Details
2,018	$ 134,010
2,019	110,444
2,021	3,048,904
2,022	115,662
Thereafter	3,908,884
Total	$ 7,317,902

Derivative liability - Black Sc

Derivative liability - Black Scholes Valuations (Details)	12 Months Ended
	Dec. 31, 2017$ / shares
Derivative Liability Details
Calculated stock price, min	$ 0.03
Calculated stock price, max	$ 0.08
Risk free interest rate, min	0.64%
Risk free interest rate, max	2.13%
Expected life of convertible notes, minimum	3 months
Expected life of convertible notes, maximum	12 months
Expected volatility of underlying stock, min	134.90%
Expected volatility of underlying stock, max	534.80%
Expected dividend rate	0.00%

Derivative liability - Movement

Derivative liability - Movement (Details)	12 Months Ended
	Dec. 31, 2017USD ($)
Derivative Liability Details 1
Derivative liability arising from convertible notes	$ 1,826,500
Fair value adjustment to derivative liability	1,033,332
Total Derivative Liability	$ 2,859,832

Stockholders' deficit - Warrant

Stockholders' deficit - Warrants Outstanding (Details) - Warrants - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Beginning balance, warrants	19,637,409	6,300,000
Beginning balance, warrants exercise price	$ 0.0033	$ .0033
Warrants Granted, shares	29,866,666	19,337,409
Warrants granted, price	$ 0.0945	$ 0.03
Warrants Cancelled, shares		(6,000,000)
Warrants cancelled, price		$ 0.15
Ending Balance, warrants	49,504,075	19,637,409
Ending Balance, warrants exercise price	$ 0.0690	$ 0.0033

Stockholders' deficit - Options

Stockholders' deficit - Options Outstanding (Details) - Options - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Beginning balance, options	480,000	480,000
Beginning balance, options exercise price	$ 0.12	$ 0.12
Ending Balance, options	480,000	480,000
Ending Balance, options exercise price	$ 0.12	$ 0.12
Weighted Average Contractual Life, options	1 year 9 months	1 year 9 months

Segment information (Details)

Segment information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Revenues	$ 929,416
Operating expenditure	2,382,573	790,880
Operating (loss) income	(1,453,157)	(790,880)
Other (expense) income
Other income	475,487	72,508
Other expense	(5,093,954)	(156,387)
Interest income	32,074
Interest expense	(367,547)	(29,504)
Foreign exchange movements	(81,031)	811
Net loss before taxation from continuing operations	(8,190,376)	(996,696)
Taxation
Net loss from continuing operations	(8,190,376)	(996,696)
Assets
Current assets	334,619	275,575
Non-current assets	11,933,809	184,480
Liabilities
Current liabilities	6,860,178	$ 3,637,111
Rental Operations
Revenues	291,583
Operating expenditure	195,529
Operating (loss) income	96,054
Other (expense) income
Other income
Other expense
Interest income
Interest expense	(179,037)
Amortization of debt discount
Loss on change in fair value of derivative liability
Foreign exchange movements	(12,003)
Net loss before taxation from continuing operations	(94,986)
Taxation
Net loss from continuing operations	(94,986)
Purchase of fixed assets	219,751
Assets
Current assets	201
Non-current assets	3,182,638
Liabilities
Current liabilities	(2,209,462)
Non-current liabilities	(4,349,208)
Intercompany balances	(791,263)
Net (liability) asset position	(4,167,095)
In-Patient services
Revenues	637,833
Operating expenditure	2,187,044
Operating (loss) income	(1,549,211)
Other (expense) income
Other income	475,487
Other expense	(50,939,541)
Interest income	32,074
Interest expense	(188,510)
Amortization of debt discount	(668,916)
Loss on change in fair value of derivative liability	(1,033,332)
Foreign exchange movements	(69,028)
Net loss before taxation from continuing operations	(8,095,390)
Taxation
Net loss from continuing operations	(8,095,390)
Purchase of fixed assets	21,763
Assets
Current assets	1,131,964
Non-current assets	8,751,171
Liabilities
Current liabilities	(4,650,716)
Non-current liabilities	(2,834,684)
Intercompany balances	791,263
Net (liability) asset position	2,391,453
Total
Revenues	929,416
Operating expenditure	2,382,573
Operating (loss) income	(1,453,157)
Other (expense) income
Other income	475,487
Other expense	(5,093,954)
Interest income	32,074
Interest expense	(367,547)
Amortization of debt discount	(668,916)
Loss on change in fair value of derivative liability	(1,033,332)
Foreign exchange movements	(81,031)
Net loss before taxation from continuing operations	(8,190,376)
Taxation
Net loss from continuing operations	(8,190,376)
Purchase of fixed assets	241,514
Assets
Current assets	1,132,165
Non-current assets	11,933,809
Liabilities
Current liabilities	(6,860,178)
Non-current liabilities	(7,183,892)
Intercompany balances
Net (liability) asset position	$ (1,775,642)

Net income (loss) per common 59

Net income (loss) per common share - Basic and Diluted Earnings (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Basic earnings per share
Net loss per share from continuing operations, amount	$ (8,190,376)	$ (996,696)
Net loss per share from continuing operations, number of shares	107,352,184	48,305,978
Net loss per share from continuing operations, per share	$ (0.08)	$ (0.02)
Net income per share from discontinued operations, amount	$ 6,821,889	$ 735,987
Net income per share from discontinued operations, number of shares	107,352,184	48,305,978
Net loss	$ (1,368,488)	$ (260,709)
Diluted earnings per share
Net loss per share from continuing operations, amount	$ (8,190,376)	$ (996,696)
Net loss per share from continuing operations, per share	$ (0.06)	$ (0.02)
Net income per share from discontinued operations, amount	$ 6,821,889	$ 735,987
Net income per share from discontinued operations, per share	$ (0.01)
Stock options		480,000
Warrants to purchase shares of common stock		19,637,409
Total		$ 20,117,409
Net Income Per Share
Basic earnings per share
Net loss per share from continuing operations, amount	$ (8,190,376)
Net loss per share from continuing operations, number of shares	107,352,184
Net loss per share from continuing operations, per share	$ (0.08)
Net income per share from discontinued operations, amount	$ 6,821,889
Net income per share from discontinued operations, number of shares	107,352,184
Net income per share from discontinued operations, per share	$ 0.06
Net loss	$ 4,285,993
Diluted earnings per share
Net loss per share from continuing operations, amount	$ (8,190,376)
Net loss per share from continuing operations, number of shares	148,801,780
Net loss per share from continuing operations, per share	$ (0.06)
Net income per share from discontinued operations, amount	$ 6,821,889
Net income per share from discontinued operations, number of shares	148,801,780
Net income per share from discontinued operations, per share	$ 0.05

Commitments and contingencies -

Commitments and contingencies - Operating Leases (Details)	Dec. 31, 2017USD ($)
Commitments And Contingencies - Operating Leases Details
2,018	$ 8,014
2,019	270
Total	$ 8,284

Commitments and contingencies61

Commitments and contingencies - Mortgage Loans (Details)	Dec. 31, 2017USD ($)
Commitments And Contingencies - Mortgage Loans Details
2,018	$ 134,010
2,019	110,444
2,021	3,048,904
2,022	115,662
Thereafter	3,908,884
Total	$ 7,317,902

Commitments and contingencies62

Commitments and contingencies - Convertible Loans(Details)	Dec. 31, 2017USD ($)
Commitments And Contingencies - Convertible Loansdetails
2,018	$ 128,723
Total	$ 128,723

Income taxes - Reconciliation o

Income taxes - Reconciliation of Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Tax expense at the federal statutory rate	$ (1,288,471)	$ (394,991)
Foreign taxation	(1,325,577)	198,560
Permanent Differences	1,606,144	56,768
Foreign tax differential	(203,943)	98,381
Valuation allowance	1,211,846	41,282
Net future tax asset	$ 0	$ 0

Income taxes - Future Tax Asset

Income taxes - Future Tax Asset (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Net operating loss carry forward	$ 20,303,013	$ 20,198,844
Net Operating Loss utilized - Discontinued operations	(2,775,870)
Net taxable loss	3,029,615	104,169
Valuation allowance	(20,556,758)	(20,303,013)
Net future tax asset	$ 0	$ 0