Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 21, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | ETHEMA HEALTH Corp | |
Entity Central Index Key | 792,935 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2018 | |
Trading Symbol | GRST | |
Amendment Flag | true | |
Amendment Description | This amendment is being filed to comply with regulations. | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 124,009,230 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 27,339 | $ 339 |
Accounts receivable | 176,368 | 218,858 |
Prepaid expenses | 86,663 | 99,342 |
Related party Receivables | 17,910 | 16,080 |
Total current assets | 308,280 | 334,619 |
Non-current assets | ||
Deposit on real Estate | 2,049,955 | 1,825,000 |
Due on sale of subsidiary | 541,326 | 954,951 |
Property, plant and equipment | 8,999,889 | 9,153,858 |
Total non-current assets | 11,591,170 | 11,933,809 |
Total assets | 11,899,450 | 12,268,428 |
Current liabilities | ||
Bank overdraft | 2,959 | 28,927 |
Accounts payable and accrued liabilities | 370,080 | 372,244 |
Taxes payable | 679,247 | 689,240 |
Convertible loans | 780,887 | 160,453 |
Loans payable | 152,402 | 152,402 |
Derivative liability | 3,352,825 | 2,859,832 |
Related party payables | 2,562,109 | 2,597,080 |
Total current liabilities | 7,900,509 | 6,860,178 |
Non-current liabilities | ||
Loan payable | 7,032,374 | 7,183,892 |
Total liabilities | 14,932,883 | 14,044,070 |
Stockholders' deficit | ||
Preferred stock - Series A; $0.01 par value, 3,000,000 authorized, nil outstanding as of March 31, 2018 and December 31, 2017. | ||
Preferred Stock - Series B; $0.01 par value, 10,000,000 authorized, nil outstanding as of March 31, 2018 and December 31, 2017. | ||
Common stock; $0.01 par value, 500,000,000 shares authorized; 123,404,230 and 123,239,230 shares issued and outstanding as of March 31, 2018 and December 31, 2017. | 1,234,043 | 1,232,393 |
Additional paid-in capital | 18,555,813 | 18,545,913 |
Accumulated other comprehensive income | 743,267 | 796,453 |
Accumulated deficit | (23,566,556) | (22,350,401) |
Total stockholders' deficit | (3,033,433) | (1,775,642) |
Total liabilities and stockholders' deficit | $ 11,899,450 | $ 12,268,428 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 123,404,230 | 123,239,230 |
Common Stock Shares Outstanding | 123,404,230 | 123,239,230 |
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 B Par Value | $ 0.01 | $ 0.01 |
Preferred Stock, Series B Shares Authorized | 10,000,000 | 10,000,000 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 113,302 | $ 322,510 |
Operating expenses | ||
General and administrative | 193,732 | 143,731 |
Management fees | 46,533 | |
Professional fees | 38,010 | 539,604 |
Salaries and wages | 185,156 | 209,246 |
Depreciation and amortization | 68,415 | 33,595 |
Total operating expenses | 531,846 | 926,176 |
Operating loss | (418,544) | (603,666) |
Other Income (expense) | ||
Other income | 472,368 | |
Other expense | (5,074,689) | |
Interest income | 49 | 32,074 |
Interest expense | (170,451) | (63,017) |
Debt discount | (752,949) | (187,659) |
Derivative liability movement | (12,156) | (73,048) |
Foreign exchange movements | 137,896 | (157,908) |
Net loss before taxation from continuing operations | (1,216,155) | (5,655,545) |
Taxation | ||
Net loss from continuing operations | (1,216,155) | (5,655,545) |
Gain on disposal of business | 7,494,828 | |
Operating income from discontinued operations, net of tax) | 58,992 | |
Net income from discontinued operations, net of tax | 7,553,820 | |
Net (loss) income | (1,216,155) | 1,898,275 |
Accumulated other comprehensive loss | ||
Foreign currency translation adjustment | (53,186) | (190,946) |
Total comprehensive (loss) income | $ (1,269,341) | $ 1,707,329 |
Basic loss per common share from continuing operations (in dollars per share) | $ (0.01) | $ (0.08) |
Basic income per share from discontinued operations (in dollars per share) | 0.10 | |
Basic (loss) income per common share (in dollars per share) | 0.01 | 0.02 |
Diluted loss per common share from continuing operations (in dollars per share) | (0.01) | (0.08) |
Diluted income per share from discontinued operations (in dollars per share) | 0.10 | |
Diluted (loss) income per common share (in dollars per share) | $ (0.01) | $ 0.02 |
Weighted average common shares outstanding - Basic (in shares) | 123,242,897 | 78,738,855 |
Weighted average common shares outstanding - Diluted (in shares) | 123,242,897 | 79,005,555 |
UNAUDITED CONDENSED CONSOLIDAT5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (unaudited) - 3 months ended Mar. 31, 2018 - USD ($) | Preferred Series B [Member] | Common Stock [Member] | Additional Paid in Capital [Member] | Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2017 | $ 1,232,393 | $ 18,545,913 | $ 796,453 | $ (22,350,401) | $ (1,775,642) | |
Beginning Balance (in shares) at Dec. 31, 2017 | 123,239,230 | 123,239,230 | ||||
Shares issued for commitment fee, Shares | 165,000 | 165,000 | ||||
Shares issued for commitment fee, Amount | $ 1,650 | 9,900 | $ 11,550 | |||
Foreign currency translation | (53,186) | (53,186) | ||||
Net loss | (1,216,155) | (1,216,155) | ||||
Ending Balance at Mar. 31, 2018 | $ 1,234,043 | $ 18,555,813 | $ 743,267 | $ (23,566,556) | $ (3,033,433) | |
Ending Balance (in shares) at Mar. 31, 2018 | 123,404,230 | 123,404,230 |
UNAUDITED CONDENSED CONSOLIDAT6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities | ||
Net (loss) income | $ (1,216,155) | $ 1,898,275 |
Less: Net income from discontinued operations | (7,553,820) | |
Net loss from continuing operations | (1,216,155) | (5,655,545) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 68,415 | 33,595 |
Non cash compensation expense on acquisition of subsidiary | 5,074,689 | |
Non cash compensation for services | 11,550 | |
Non cash discount on convertible debt | 48,000 | |
Other foreign exchange movements | (8,699) | |
Amortization of debt discount | 752,949 | 187,659 |
Derivative liability movements | 12,156 | 73,048 |
Provision against receivable on sale of subsidiary | (446,476) | |
Changes in operating assets and liabilities | ||
Accounts receivable | 42,490 | (64,555) |
Prepaid expenses | 74,630 | (23,049) |
Deposit released from escrow | 395,354 | |
Accounts payable and accrued liabilities | 31,745 | (52,559) |
Taxes payable | 1,933 | (2,427,270) |
Net cash provided by (used in) operating activities - continuing operations | 223,067 | (3,309,163) |
Net cash provided by operating activities - discontinued operations | 242,211 | |
Net cash provided by operating activities | 223,067 | (3,066,952) |
Investing activities | ||
Investments in Seastone | (2,960,000) | |
Deposit on property | (286,912) | |
Purchase of fixed assets | (8,878) | |
Net cash used in investing activities - continuing operations | (286,912) | (2,968,878) |
Net cash provided by (used in) investing activities - discontinued operations | 6,302,244 | |
Net cash used in Investing activities | (286,912) | 3,333,366 |
Financing activities | ||
Decrease in bank overdraft | (25,878) | (8,904) |
Repayment of mortgage | (33,186) | (78,050) |
Proceeds from convertible notes | 600,000 | 181,000 |
Repayment of convertible notes | (330,000) | |
Proceeds (repayment) of related party notes | 21,398 | (51,432) |
Net cash provided by financing activities | 232,334 | 42,614 |
Effect of exchange rate on cash | (141,489) | (190,946) |
Net change in cash | 27,000 | 118,082 |
Beginning cash balance | 339 | 4,779 |
Ending cash balance | 27,339 | 122,861 |
Supplemental cash flow information | ||
Cash paid for interest | 141,244 | |
Cash paid for income taxes | ||
Non cash investing and financing activities | ||
Common shares issued to acquire subsidiary | 2,184,000 | |
Assumption of mortgage liabilities on acquisition of subsidiary | $ 3,145,549 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2018 | |
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 The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim consolidated financial information and Rule 8-03 of Regulation SX. Accordingly, these unaudited condensed consolidated financial statements do not include all the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. All adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included in these unaudited condensed consolidated financial statements. Operating results for the three and nine month period presented are not necessarily indicative of the results that may be expected for any other interim period or for the full year. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies a) Use of Estimates The preparation of unaudited condensed consolidated 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. b) Principles of consolidation and foreign currency translation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated on consolidation. The Company previously owned an operational subsidiary whose functional currency was the Canadian dollar, while the Company’s reporting currency is the U.S. dollar. The Company recently acquired a property-owning subsidiary, CCH, whose functional currency is the Canadian dollar. All transactions initiated in Canadian dollars are translated into US dollars in accordance with ASC 830, “Foreign Currency Translation” as follows: ● Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. ● Equity at historical rates. ● Revenue and expense items at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity 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 three months ended March 31, 2018; a closing rate of CAD$1.0000 equals US$0.7756 and an average exchange rate of CAD$1.0000 equals US$0.7907. c) 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. 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. In particular, the Company recognizes fees for inpatient addiction treatments proportionately over the term of the patient’s treatment. e) Recent accounting pronouncements In February 2018, the FASB issued ASU 2018-3 Technical Corrections and Improvements to Financial Instruments – Overall (Sub topic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this update provide guidance about: The amendment clarifies that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair value method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issuer. Once an entity makes this election, the entity should measure all future purchases of identical or similar investments of the same issuer using a fair value method in accordance with Topic 820. The amendment clarifies that the adjustments made under the measurement alternative are intended to reflect the fair value of the security as of the date that the observable transaction for a similar security took place. The amendment clarifies that remeasuring the entire value of forward contracts and purchased options is required when observable transactions occur on the underlying equity securities. The amendment clarifies that when the fair value option is elected for a financial liability, the guidance in paragraph 825-10- 45-5 should be applied, regardless of whether the fair value option was elected under either Subtopic 815-15, Derivatives and Hedging— Embedded Derivatives, or 825- 10, Financial Instruments— Overall. The amendments clarify that for financial liabilities for which the fair value option is elected, the amount of change in fair value that relates to the instrument specific credit risk should first be measured in the currency of denomination when presented separately from the total change in fair value of the financial liability. Then, both components of the change in the fair value of the liability should be remeasured into the functional currency of the reporting entity using end-of-period spot rates. The amendment clarifies that the prospective transition approach for equity securities without a readily determinable fair value in the amendments in Update 2016-01 is meant only for instances in which the measurement alternative is applied. An insurance entity subject to the guidance in Topic 944, Financial Services— Insurance, should apply a prospective transition method 4 Area for Correction or Improvement Summary of Amendments when applying the amendments related to equity securities without readily determinable fair values. An insurance entity should apply the selected prospective transition method consistently to the entity’s entire population of equity securities for which the measurement alternative is elected. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018. Public business entities with fiscal years beginning between December 15, 2017, and June 15, 2018, are not required to adopt these amendments until the interim period beginning after June 15, 2018, and public business entities with fiscal years beginning between June 15, 2018, and December 15, 2018, are not required to adopt these amendments before adopting the amendments in Update 2016-01. For all other entities, the effective date is the same as the effective date in Update 2016-01. All entities may early adopt these amendments for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, as long as they have adopted Update 2016-01. The amendments in this update are not expected to have a material impact on the Company’s consolidated financial statements. Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statement upon adoption. f) Financial instruments The Company is exposed to various risks through its financial instruments. The following analysis provides a measure of the Company’s risk exposure and concentrations at the balance sheet date, March 31, 2018 and December 31, 2017. 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 $7,592,229 and accumulated deficit of $23,566,556. As disclosed in note 3, the Company is dependent upon the raising of additional capital in order to implement its business plan. There is no assurance that the Company is 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 $2,959 as of March 31, 2018. This liability is based on floating rates of interest that have been stable during the current reporting period. In the opinion of management, interest rate risk is assessed as low, not material and remains unchanged from the prior year. 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 March 31, 2018, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $13,129 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, material and remains unchanged from the prior year. 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. g) Derivative instrument liability The Company evaluates embedded conversion features within its 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. |
Restatement of prior period res
Restatement of prior period results | 3 Months Ended |
Mar. 31, 2018 | |
Restatement of Prior Year Income [Abstract] | |
Restatement of prior period results | 3. Restatement of prior period results The Company finalized the Purchase Price allocation for the acquisition of the assets of Seastone and CCH during December 2017. This resulted in the retroactive restatement of the statement of the unaudited condensed consolidated statement of operations and the unaudited condensed consolidated statement of cash flows for the three months ended March 31, 2017. The value of the assets acquired were adjusted in line with valuations received and the corresponding depreciation charge was adjusted accordingly. This resulted in an increase in other expense of $3,554,815 on the transfer of assets between parties under common control and a net reduction in the associated depreciation charge of $23,470. A further adjustment was made to other income, which was reduced by $31,980 to modify the Company’s estimate of deferred purchase price consideration due on the disposal of Muskoka. The reconciliation of the unaudited condensed consolidated statement of operations for the three months ended March 31, 2017 is as follows: As previously reported Adjustments As Restated Revenues $ 322,510 $ — $ 322,510 Operating expenses General and administrative 143,731 — 143,731 Professional fees 539,604 — 539,604 Salaries and wages 209,246 — 209,246 Depreciation and amortization 57,065 (23,470 ) 33,595 Total operating expenses 949,647 (23,470 ) 926,176 Operating loss (627,137 ) 23,470 (603,666 ) Other Income (expense) Other income 504,348 (31,980 ) 472,368 Other expense (1,519,874 ) (3,554,815 ) (5,074,689 ) Interest income 32,074 — 32,074 Interest expense (63,017 ) — (63,017 ) Debt discount (187,659 ) — (187,659 ) Derivative liability movement (73,048 ) — (73,048 ) Foreign exchange movements (157,908 ) — (157,908 ) Net loss before taxation from continuing operations (2,092,221 ) (3,563,325 ) (5,655,545 ) Taxation — — — Net loss from continuing operations (2,092,221 ) (3,563,325 ) (5,655,545 ) Gain on disposal of business 7,494,828 — 7,494,828 Operating income from discontinued operations, net of tax) 58,992 — 58,992 Net income from discontinued operations, net of tax 7,553,820 — 7,553,820 Net (loss) income 5,461,599 (3,563,325 ) 1,898,275 Accumulated other comprehensive loss Foreign currency translation adjustment (190,946 ) — (190,946 ) Total comprehensive (loss) income $ 5,270,653 $ (3,563,325 ) $ 1,707,329 Basic loss per common share from continuing operations $ (0.03 ) $ (0.05 ) $ (0.08 ) Basic income per share from discontinued operations $ 0.10 $ — $ 0.10 Basic (loss) income per common share $ 0.07 $ (0.05 ) $ 0.02 Diluted loss per common share from continuing operations $ (0.03 ) $ (0.05 ) $ (0.08 ) Diluted income per share from discontinued operations $ 0.10 $ — $ 0.10 Diluted (loss) income per common share $ 0.07 $ (0.05 ) $ 0.02 Weighted average common shares outstanding - Basic 78,738,855 78,738,855 78,738,855 Weighted average common shares outstanding - Diluted 79,005,555 79,005,555 79,005,555 The reconciliation of the unadjusted condensed consolidated statement of cash flows for the three months ended March 31, 2017 is as follows: As previously reported Adjustments As Restated Operating activities Net income $ 5,461,599 $ (3,563,325 ) $ 1,898,275 Less: Net income from discontinued operations $ (7,553,820 ) $ — $ (7,553,820 ) Net loss from continuing operations $ (2,092,221 ) $ (3,563,325 ) $ (5,655,545 ) Adjustment to reconcile net loss to net cash provided by (used in) operating activities: Depreciation 57,065 (23,470 ) 33,595 Non cash compensation expense on acquisition of subsidiary 1,519,874 3,554,815 5,074,689 Other foreign exchange movements (8,699 ) (8,699 ) Amortization of debt discount 187,659 187,659 Derivative liability movements 73,048 73,048 Provision against receivable on sale of subsidiary (446,476 ) (446,476 ) Changes in operating assets and liabilities — Accounts receivable (96,535 ) 31,980 (64,555 ) Prepaid expenses (23,049 ) (23,049 ) Accounts payable and accrued liabilities (52,559 ) (52,559 ) Taxes payable (2,427,270 ) (2,427,270 ) Net cash used in operating activities - continuing operations (3,309,164 ) — (3,309,163 ) Net cash provided by operating activities - discontinued operations 242,211 242,211 (3,066,953 ) — (3,066,952 ) Investing activities Investments in Seastone (2,960,000 ) (2,960,000 ) Purchase of fixed assets (8,878 ) (8,878 ) Net cash used in investing activities - continuing operations (2,968,878 ) — (2,968,878 ) Net cash provided by investing activities - discontinued operations 6,302,244 6,302,244 3,333,366 — 3,333,366 Financing activities Decrease in bank overdraft (8,904 ) (8,904 ) Repayment of mortgage (78,050 ) (78,050 ) Proceeds from convertible notes 181,000 181,000 Repayment of related party notes (51,432 ) (51,432 ) Net cash provided by financing activities 42,614 — 42,614 Effect of exchange rate on cash (190,946 ) — (190,946 ) Net change in cash 118,082 — 118,082 Beginning cash balance 4,779 — 4,779 Ending cash balance $ 122,861 $ — $ 122,861 |
Going concern
Going concern | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 4. Going concern The Company’s unaudited condensed 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 of March 31, 2018, the Company has a working capital deficiency of $7,592,229 and accumulated deficit of $23,566,556. 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, or generating sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If the Company obtains additional funds through arrangements with collaborators or strategic partners, the Company may be required to relinquish its rights to certain geographical areas, or techniques that it might otherwise seek to retain. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These unaudited condensed 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. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Discontinued Operations | 5. Discontinued Operations On February 14, 2017, the Company completed a series of transactions, including an APA whereby the Company sold certain of the Canadian Rehab Clinic assets. The assets disposed of business represented substantially all of the operating assets of the Canadian Rehab Clinic and has been disclosed as a discontinued operation as of March 312, 2017. There were no discontinued operations in 2018. The Statement of operations for discontinued operations is as follows: Three months ended March 31, 2017 Revenues $ 232,152 Operating expenses Depreciation and amortization 4,196 General and administrative 86,080 Professional fees 648 Rent 44,518 Salaries and wages 233,636 Total operating expenses 369,078 Operating (loss) income (136,926 ) Other (Expense) Income Other income — Other expense (788 ) Foreign exchange movements 196,706 Net (loss) income before taxation 58,992 Taxation — Net (loss) income from discontinued operations $ 58,992 Gain on disposal of business 7,494,828 $ 7,553,820 |
Deposit on Real Estate
Deposit on Real Estate | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Deposit on Real Estate | 6. Deposit on Real Estate On November 2, 2017, the Company entered into an Agreement to purchase from AREP 5400 East Avenue West The Company has processed several amendments to the agreement, primarily to extend the closing date of the agreement. The last amendment extended the agreement to May 23, 2018. The company increased its deposit by a net $224,955 during the three months ended March 31, 2018 bringing the total deposit to $2,049,955. |
Due from sale of subsidiary
Due from sale of subsidiary | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Due from sale of subsidiary | 7. Due from sale of subsidiary 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) had 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. During the three months ended March 312, 2018, CDN$500,000 of the escrow was released to the Company, with an additional CDN$697,986 still outstanding. |
Property plant and equipment
Property plant and equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property plant and equipment | 8. Property, plant and equipment Property, plant and equipment consists of the following: March 31, 2018 December 31, 2017 Cost Accumulated depreciation Net book value Net book value Land $ 2,920,673 $ — $ 2,920,673 $ 2,925,305 Buildings 5,985,835 (257,816 ) 5,728,019 5,840,268 Furniture and fixtures 105,000 (27,625 ) 77,375 72,047 Leasehold improvements 282,827 (9,005 ) 273,822 316,238 $ 9,294,335 $ (294,446 ) $ 8,999,889 $ 9,153,858 Depreciation expense for the three months ended March 31, 2018 and 2017 was $68,415 and $33,595, respectively. |
Taxes Payable
Taxes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Taxes Payable | 9. Taxes Payable The taxes payable consist of: ● A payroll tax liability of $153,571(CDN$198,014) 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. March 31, 2018 December 31, 2017 Payroll taxes 153,571 155,894 US penalties due 250,000 250,000 Income tax payable 275,676 283,346 $ 679,247 $ 689,240 |
Short-term convertible loan
Short-term convertible loan | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Short-term convertible loan | 10. Short-term Convertible Notes The short-term convertible notes consist of the following: Interest rate Maturity date Principal Interest Debt Discount March 31, 2018 December 31, 2017 Leonite Investments LLC 8.5% December 1, 2018 $ 1,650,000 $ 28,994 $ (1,107,534) $ 571,460 $ 138,502 6.5% April 28, 2018 165,000 59 (25,981) $ 139,078 Power Up Lending Group Ltd 12.0% August 15, 2018 103,000 4,910 (50,039) 57,871 $ 21,951 12.0% December 30, 2018 153,000 1,107 (141,629) 12,478 $ 2,071,000 $ 35,070 $ (1,325,183) $ 780,887 $ 160,453 Leonite Capital, LLC 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. On March 12, 2018, the Company, entered into a Securities Purchase Agreement pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $330,000, including an Original Issue Discount of $30,000, for net proceeds of $300,000, to Leonite. The note has a maturity date of March 19, 2018. The outstanding principal amount of the note is convertible at any time and from time to time at the election of the purchaser following the issue date into shares of the Company’s common stock at a conversion price equal to $0.06 per share subject to price protection and anti-dilution protection. In conjunction with this note the Company issued warrants to purchase 5,500,000 shares of common stock at an exercise price of $0.10 per share. The note was repaid during March 2018. On March 29, 2018, the Company, entered into a Securities Purchase Agreement pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $165,000, including an Original Issue Discount of $15,000, for net proceeds of $150,000, to Leonite. The note has a maturity date of December 1, 2018. The outstanding principal amount of the note is convertible at any time and from time to time at the election of the purchaser following the issue date into shares of the Company’s common stock at a conversion price equal to $0.06 per share subject to price protection and anti-dilution protection. In Conjunction with this note the Company paid a commitment fee of $11,550 settled through the issuance of $165,000 shares of common stock at a price of $0.07 per share. Power Up Lending Group LTD 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. 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 has 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. |
Loans payable
Loans payable | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Loans payable | 11. Loans payable The loans payable is as follows: Interest rate Maturity date Principal Outstanding Accrued interest March 31, 2018 December 31, 2017 Cranberry Cove Holdings Pace Mortgage 4.2% July 19,2022 4,199,941 5,799 4,205,740 4,349,374 Seastone of Delray Mortgage 5.0% February 13, 2020 2,966,675 $ 12,361 2,979,036 2,986,920 $ 7,166,616 $ 18,160 $ 7,184,776 $ 7,336,294 Disclosed as follows: Short-term portion $ 152,402 $ 152,402 Long-term portion 7,032,374 7,183,892 $ 7,184,776 $ 7,336,294 The aggregate amount outstanding is payable as follows: Amount Within 1 year 152,402 1 to 2 years 3,038,567 2 to 3 years 109,222 3 to 4 years 113,899 Thereafter 3,770,686 Total $ 7,184,776 Pace Mortgage 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. |
Derivative Liablility
Derivative Liablility | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Derivative Liablility | 12. Derivative liability The short-term convertible notes issued to Leonite Capital LLC, Labrys Fund LP and Power Up Lending Group, LTD, disclosed in note 9 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 $480,837, the maximum amount permissible, using a Black-Scholes valuation model. In addition, warrants exercisable over 5,500,000 shares of common stock were issued to Leonite Investments, in terms of the Securities Purchase Agreement and the Warrant Agreement entered into. Refer note 10 above. The following assumptions were used in the Black-Scholes valuation model: Three months ended March 31, 2018 Calculated stock price $0.024 to $0.10 Risk free interest rate 1.6% to 2.56% Expected life of convertible notes 1 month to 5 years expected volatility of underlying stock 15.4% to 495.3% Expected dividend rate 0 % The movement in derivative liability is as follows: Three months ended March 31, 2018 Year ended December 31, 2017 Opening balance $ 2,859,832 $ — Derivative liability arising from issuance of convertible notes 480,837 1,826,500 Fair value adjustment to derivative liability 12,156 1,033,332 $ 3,352,825 $ 2,859,832 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions 1816191 Ontario During the quarter ended March 31, 2018, the Company repaid $15,921 to 1816191 Ontario, the Endoscopy Clinic. Shawn E. Leon As of March 31, 2018, and December 31, 2017 the Company had a receivable of $17,910 and $16,080, respectively to Shawn E. Leon, a director and CEO of the Company. The balances receivable are non-interest bearing and have no fixed repayment terms. Mr. Leon was paid management fees of $46,533 during the three months ended March 31, 2018. Leon Developments, Ltd. The Company acquired CCH from Leon Developments, Ltd., on February 14, 2017, refer note 1 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 March 31, 2018 was $1,619,332. 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. Prior to the acquisition of CCH, the Company paid rental expense to CCH of $58,925 for the period ended March 31, 2017. 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 6above. During the three months ended March 31, 2018, Eileen Greene advanced the Company an additional $150,000 and the company repaid $84,406. The funds advanced is non-interest bearing and has no fixed repayment terms. As of March 31, 2018, the amount owing to Eileen Greene amounted to $942,776. 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 | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' deficit | 14. Stockholders’ deficit a) Common shares On March 29, 2018, the Company issued 165,000 shares of common stock in connection with the closing of a financing of a Senior Secured Convertible Note. The shares were valued at $11,550, or $0.07 per share on March 29, 2018. b) Warrants In terms of the agreements entered into with Leonite Capital, LLC, the Company issued 5,500,000 warrants exercisable into 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 March 31, 2018 were valued at $262,440 using the Black Scholes pricing model utilizing the following weighted average assumptions: Three months ended March 31, 2018 Calculated stock price $ 0.07 Risk free interest rate 2.64 % Expected life of warrants (years) 5 years expected volatility of underlying stock 495.3 % Expected dividend rate 0 % The movements in warrants is summarized as follows: No. of shares Exercise price per share Weighted average exercise price Outstanding January 1, 2017 19,637,409 0.0033 to $.0.03 $ 0.0033 Granted 29,866,666 $0.03 to $0.10 0.0945 Exercised - - - Outstanding December 31, 2017 49,504,075 0.0033 to $.0.03 0.0033 Granted 5,500,000 $ 0.10 0.10 Forfeited/cancelled - - - Exercised - - - Outstanding March 31, 2018 55,004,075 $0.033 to $0.10 $0.0720 The following table summarizes information about warrants outstanding at March 31, 2018: Warrants outstanding Warrants exercisable 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 2.00 21,704,075 $0.10 33,000,000 4.70 33,000,000 55,004,075 3.62 $ 0.0720 55,004,075 $ 0.0720 * 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 March 31, 2018 are vested. The warrants outstanding as of March 31, 2018 have an intrinsic value of $888,164. b) Stock options Our board of directors adopted the GreeneStone Healthcare Corporation 2013 Stock Option Plan (the “Plan”) to promote our long- term growth and profitability by (i) providing our key directors, officers and employees with incentives to improve stockholder value and contribute to our growth and financial success and (ii) enable us to attract, retain and reward the best available persons for positions of substantial responsibility. A total of 10,000,000 shares of our common stock have been reserved for issuance upon exercise of options granted pursuant to the Plan. The Plan allows us to grant options to our employees, officers and directors and those of our subsidiaries; provided that only our employees and those of our subsidiaries may receive incentive stock options under the Plan. We have granted a total of 480,000 options as of March 31, 2018 under the Plan. No options were issued, exercised or cancelled for the period under review. The following table summarizes information about options outstanding as of March 31, 2018. 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 1.66 480,000 480,000 1.66 $ 0.12 480,000 $ 0.12 As of March 31, 2018, there was no unrecognized compensation costs related to these options and the intrinsic value of the options is $0. |
Segmental Information
Segmental Information | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Segmental Information | 15. Segment information The Company has two reportable operating segments; a. Rental income from the property owned by Cranberry Cove 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, during the three months ended March 31, 2018, these services were provided to customers at our Seastone of Delray business acquired on February 14, 2017. The Rehabilitation services provided by our Canadian Rehab Center for the three months ended March 31, 2017 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: Three months ended March 31, 2018 Rental Operations In-Patient services Total Revenue $ 84,112 $ 29,190 $ 113,302 Operating expenditure 31,401 500,445 531,846 Operating (loss) income 52,711 (471,255 ) (418,544 ) Other (expense) income Other income — — — Other expense — — — Interest income — 49 49 Interest expense (50,049 ) (120,402 ) (170,451 ) Amortization of debt discount — (752,949 ) (752,949 ) Loss on change in fair value of derivative liability — (12,156 ) (12,156 ) Foreign exchange movements 29,209 108,687 137,896 Net loss before taxation from continuing operations 31,871 (1,248,026 ) (1,216,155 ) Taxation — — — Net loss from continuing operations $ 31,871 $ (1,248,026 ) $ (1,216,155 ) The segment operating results of the reportable segments are disclosed as follows: Three months ended March 31, 2017 Rental Operations In-Patient services Total Revenue $ 42,037 $ 280,473 $ 322,510 Operating expenditure 29,548 896,628 926,176 Operating (loss) income 12,489 (616,155 ) (603,666 ) Other (expense) income Other income — 472,368 472,368 Other expense (5,074,689 ) — (5,074,689 ) Interest income — 32,074 32,074 Interest expense (36,653 ) (26,364 ) (63,017 ) Amortization of debt discount — (187,659 ) (187,659 ) Loss on change in fair value of derivative liability — (73,048 ) (73,048 ) Foreign exchange movements — (157,908 ) (157,908 ) Net loss before taxation from continuing operations (5,098,853 ) (556,692 ) (5,655,545 ) Taxation — — — Net loss from continuing operations $ (5,098,853 ) $ (556,692 ) $ (5,655,545 ) The operating assets and liabilities of the reportable segments are as follows: Rental Operations In-Patient services Total Purchase of fixed assets - - - Assets Current assets (11,055 ) 319,335 308,280 Non-current assets 3,066,465 8,524,705 11,591,170 Liabilities Current liabilities (2,222,619 ) (5,677,890 ) (7,900,509 ) Non-current liabilities (4,128,074 ) (2,904,300 ) (7,032,374 ) Intercompany balances 789,576 (789,576 ) — Net (liability) asset position (2,505,708 ) (527,725 ) (3,033,433 ) |
Net income (loss) per common sh
Net income (loss) per common share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net income (loss) per common share | 16. Net loss (income) per common share For the three months year ended March 31, 2018, the following options, warrants and convertible notes were excluded from the computation of diluted net loss per share as the results would have been anti-dilutive. Three month ended March 31, 2018 Stock options 480,000 Warrants to purchase shares of common stock 55,004,075 Convertible notes 37,244,536 92,728,611 For the three months ended March 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 $ (5,665,545) 78,738,855 $ (0.08) Net income per share from discontinued operations 7,553,820 78,738,855 0.10 Basic income per share 1,898,275 78,738,855 0.02 Effect of dilutive securities Warrants - 266,700 Convertible debt - - Diluted earnings per share Net loss per share from continuing operations (5,655,545) 79,005,555 (0.08) Net income per share from discontinued operations 7,553,820 79,005,555 0.10 $ 1,898,275 79,005,555 $ 0.02 |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 17. Commitments and contingencies a. Contingency related to outstanding penalties The Company has provided for potential US penalties of $250,000 due to noncompliance 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 Within 1 year $ 5,271 Total $ 5,271 c. Mortgage loans The company has two mortgage loans as disclosed in note 11 above. The future commitments under these loans are as follows: Amount Within 1 year 152,402 1 to 2 years 3,038,567 2 to 3 years 109,222 3 to 4 years 113,899 Thereafter 3,770,686 Total $ 7,184,776 d. 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 | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 18. Income taxes The Company is not current in its tax filings as of March 31, 2018. |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent events | 19. Subsequent events On April 17, 2018, the Company, entered into a Securities Purchase Agreement pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $605,000, including an Original Issue Discount of $55,000, for net proceeds of $550,000, to Leonite. The note has a maturity date of May8, 2018. The outstanding principal amount of the note is convertible at any time and from time to time at the election of the purchaser following the issue date into shares of the Company’s common stock at a conversion price equal to $0.06 per share subject to price protection and anti-dilution protection. The Company also issued a further 605,000 shares of common stock to Leonite as a commitment fee and a further 10,083,333 warrants to purchase shares of common stock at an initial exercise price of $0.06 per share, subject to anti-dilution and price protection. On April 24, 2018, the Company prepaid the November 6, 2017, Power Up Lending Group convertible note with a principal balance of $103,000. Deposit on Real Estate The Company has processed several amendments to the Agreement to Purchase certain buildings in West Palm Beach in which the current tenant operates a substance abuse center. These amendments primarily extend the closing date of the agreement. The last amendment extended the agreement to May 23, 2018. Other than disclosed above, the Company has evaluated subsequent events through the date of the unaudited condensed 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 Accoun26
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | a) Use of Estimates The preparation of unaudited condensed consolidated 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. |
Principles of consolidation and foreign currency translation | b) Principles of consolidation and foreign currency translation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated on consolidation. The Company previously owned an operational subsidiary whose functional currency was the Canadian dollar, while the Company’s reporting currency is the U.S. dollar. The Company recently acquired a property-owning subsidiary, CCH, whose functional currency is the Canadian dollar. All transactions initiated in Canadian dollars are translated into US dollars in accordance with ASC 830, “Foreign Currency Translation” as follows: ● Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. ● Equity at historical rates. ● Revenue and expense items at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity 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 three months ended March 31, 2018; a closing rate of CAD$1.0000 equals US$0.7756 and an average exchange rate of CAD$1.0000 equals US$0.7907. |
Cash and cash equivalents | c) 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. |
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. In particular, the Company recognizes fees for inpatient addiction treatments proportionately over the term of the patient’s treatment. |
Recent accounting pronouncements | e) Recent accounting pronouncements In February 2018, the FASB issued ASU 2018-3 Technical Corrections and Improvements to Financial Instruments – Overall (Sub topic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this update provide guidance about: The amendment clarifies that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair value method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issuer. Once an entity makes this election, the entity should measure all future purchases of identical or similar investments of the same issuer using a fair value method in accordance with Topic 820. The amendment clarifies that the adjustments made under the measurement alternative are intended to reflect the fair value of the security as of the date that the observable transaction for a similar security took place. The amendment clarifies that remeasuring the entire value of forward contracts and purchased options is required when observable transactions occur on the underlying equity securities. The amendment clarifies that when the fair value option is elected for a financial liability, the guidance in paragraph 825-10- 45-5 should be applied, regardless of whether the fair value option was elected under either Subtopic 815-15, Derivatives and Hedging— Embedded Derivatives, or 825- 10, Financial Instruments— Overall. The amendments clarify that for financial liabilities for which the fair value option is elected, the amount of change in fair value that relates to the instrument specific credit risk should first be measured in the currency of denomination when presented separately from the total change in fair value of the financial liability. Then, both components of the change in the fair value of the liability should be remeasured into the functional currency of the reporting entity using end-of-period spot rates. The amendment clarifies that the prospective transition approach for equity securities without a readily determinable fair value in the amendments in Update 2016-01 is meant only for instances in which the measurement alternative is applied. An insurance entity subject to the guidance in Topic 944, Financial Services— Insurance, should apply a prospective transition method 4 Area for Correction or Improvement Summary of Amendments when applying the amendments related to equity securities without readily determinable fair values. An insurance entity should apply the selected prospective transition method consistently to the entity’s entire population of equity securities for which the measurement alternative is elected. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018. Public business entities with fiscal years beginning between December 15, 2017, and June 15, 2018, are not required to adopt these amendments until the interim period beginning after June 15, 2018, and public business entities with fiscal years beginning between June 15, 2018, and December 15, 2018, are not required to adopt these amendments before adopting the amendments in Update 2016-01. For all other entities, the effective date is the same as the effective date in Update 2016-01. All entities may early adopt these amendments for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, as long as they have adopted Update 2016-01. The amendments in this update are not expected to have a material impact on the Company’s consolidated financial statements. Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statement upon adoption. |
Financial instruments | f) Financial instruments The Company is exposed to various risks through its financial instruments. The following analysis provides a measure of the Company’s risk exposure and concentrations at the balance sheet date, March 31, 2018 and December 31, 2017. 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 $7,592,229 and accumulated deficit of $23,566,556. As disclosed in note 3, the Company is dependent upon the raising of additional capital in order to implement its business plan. There is no assurance that the Company is 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 $2,959 as of March 31, 2018. This liability is based on floating rates of interest that have been stable during the current reporting period. In the opinion of management, interest rate risk is assessed as low, not material and remains unchanged from the prior year. 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 March 31, 2018, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $13,129 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, material and remains unchanged from the prior year. 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. |
Derivative instrument liability | g) Derivative instrument liability The Company evaluates embedded conversion features within its 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. |
Restatement of prior period r27
Restatement of prior period results (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Restatement of Prior Year Income [Abstract] | |
Schedule of reconciliation of the unaudited condensed consolidated statement of operations | The reconciliation of the unaudited condensed consolidated statement of operations for the three months ended March 31, 2017 is as follows: As previously reported Adjustments As Restated Revenues $ 322,510 $ — $ 322,510 Operating expenses General and administrative 143,731 — 143,731 Professional fees 539,604 — 539,604 Salaries and wages 209,246 — 209,246 Depreciation and amortization 57,065 (23,470 ) 33,595 Total operating expenses 949,647 (23,470 ) 926,176 Operating loss (627,137 ) 23,470 (603,666 ) Other Income (expense) Other income 504,348 (31,980 ) 472,368 Other expense (1,519,874 ) (3,554,815 ) (5,074,689 ) Interest income 32,074 — 32,074 Interest expense (63,017 ) — (63,017 ) Debt discount (187,659 ) — (187,659 ) Derivative liability movement (73,048 ) — (73,048 ) Foreign exchange movements (157,908 ) — (157,908 ) Net loss before taxation from continuing operations (2,092,221 ) (3,563,325 ) (5,655,545 ) Taxation — — — Net loss from continuing operations (2,092,221 ) (3,563,325 ) (5,655,545 ) Gain on disposal of business 7,494,828 — 7,494,828 Operating income from discontinued operations, net of tax) 58,992 — 58,992 Net income from discontinued operations, net of tax 7,553,820 — 7,553,820 Net (loss) income 5,461,599 (3,563,325 ) 1,898,275 Accumulated other comprehensive loss Foreign currency translation adjustment (190,946 ) — (190,946 ) Total comprehensive (loss) income $ 5,270,653 $ (3,563,325 ) $ 1,707,329 Basic loss per common share from continuing operations $ (0.03 ) $ (0.05 ) $ (0.08 ) Basic income per share from discontinued operations $ 0.10 $ — $ 0.10 Basic (loss) income per common share $ 0.07 $ (0.05 ) $ 0.02 Diluted loss per common share from continuing operations $ (0.03 ) $ (0.05 ) $ (0.08 ) Diluted income per share from discontinued operations $ 0.10 $ — $ 0.10 Diluted (loss) income per common share $ 0.07 $ (0.05 ) $ 0.02 Weighted average common shares outstanding - Basic 78,738,855 78,738,855 78,738,855 Weighted average common shares outstanding - Diluted 79,005,555 79,005,555 79,005,555 |
Schedule of reconciliation of the unadjusted condensed consolidated statement of cash flows | The reconciliation of the unadjusted condensed consolidated statement of cash flows for the three months ended March 31, 2017 is as follows: As previously reported Adjustments As Restated Operating activities Net income $ 5,461,599 $ (3,563,325 ) $ 1,898,275 Less: Net income from discontinued operations $ (7,553,820 ) $ — $ (7,553,820 ) Net loss from continuing operations $ (2,092,221 ) $ (3,563,325 ) $ (5,655,545 ) Adjustment to reconcile net loss to net cash provided by (used in) operating activities: Depreciation 57,065 (23,470 ) 33,595 Non cash compensation expense on acquisition of subsidiary 1,519,874 3,554,815 5,074,689 Other foreign exchange movements (8,699 ) (8,699 ) Amortization of debt discount 187,659 187,659 Derivative liability movements 73,048 73,048 Provision against receivable on sale of subsidiary (446,476 ) (446,476 ) Changes in operating assets and liabilities — Accounts receivable (96,535 ) 31,980 (64,555 ) Prepaid expenses (23,049 ) (23,049 ) Accounts payable and accrued liabilities (52,559 ) (52,559 ) Taxes payable (2,427,270 ) (2,427,270 ) Net cash used in operating activities - continuing operations (3,309,164 ) — (3,309,163 ) Net cash provided by operating activities - discontinued operations 242,211 242,211 (3,066,953 ) — (3,066,952 ) Investing activities Investments in Seastone (2,960,000 ) (2,960,000 ) Purchase of fixed assets (8,878 ) (8,878 ) Net cash used in investing activities - continuing operations (2,968,878 ) — (2,968,878 ) Net cash provided by investing activities - discontinued operations 6,302,244 6,302,244 3,333,366 — 3,333,366 Financing activities Decrease in bank overdraft (8,904 ) (8,904 ) Repayment of mortgage (78,050 ) (78,050 ) Proceeds from convertible notes 181,000 181,000 Repayment of related party notes (51,432 ) (51,432 ) Net cash provided by financing activities 42,614 — 42,614 Effect of exchange rate on cash (190,946 ) — (190,946 ) Net change in cash 118,082 — 118,082 Beginning cash balance 4,779 — 4,779 Ending cash balance $ 122,861 $ — $ 122,861 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disposal Of Business Tables | |
Schedule of discontinued operations | The Statement of operations for discontinued operations is as follows: Three months ended March 31, 2017 Revenues $ 232,152 Operating expenses Depreciation and amortization 4,196 General and administrative 86,080 Professional fees 648 Rent 44,518 Salaries and wages 233,636 Total operating expenses 369,078 Operating (loss) income (136,926 ) Other (Expense) Income Other income — Other expense (788 ) Foreign exchange movements 196,706 Net (loss) income before taxation 58,992 Taxation — Net (loss) income from discontinued operations $ 58,992 Gain on disposal of business 7,494,828 $ 7,553,820 |
Property plant and equipment (T
Property plant and equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property Plant And Equipment Tables | |
Schedule of property and equipment | Property, plant and equipment consists of the following: March 31, 2018 December 31, 2017 Cost Accumulated depreciation Net book value Net book value Land $ 2,920,673 $ — $ 2,920,673 $ 2,925,305 Buildings 5,985,835 (257,816 ) 5,728,019 5,840,268 Furniture and fixtures 105,000 (27,625 ) 77,375 72,047 Leasehold improvements 282,827 (9,005 ) 273,822 316,238 $ 9,294,335 $ (294,446 ) $ 8,999,889 $ 9,153,858 |
Taxes Payable (Tables)
Taxes Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Taxation Payable | The taxes payable consist of: March 31, 2018 December 31, 2017 Payroll taxes 153,571 155,894 US penalties due 250,000 250,000 Income tax payable 275,676 283,346 $ 679,247 $ 689,240 |
Short-term convertible loan (Ta
Short-term convertible loan (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 December 31, 2017 Leonite Investments LLC 8.5% December 1, 2018 $ 1,650,000 $ 28,994 $ (1,107,534) $ 571,460 $ 138,502 6.5% April 28, 2018 165,000 59 (25,981) $ 139,078 Power Up Lending Group Ltd 12.0% August 15, 2018 103,000 4,910 (50,039) 57,871 $ 21,951 12.0% December 30, 2018 153,000 1,107 (141,629) 12,478 $ 2,071,000 $ 35,070 $ (1,325,183) $ 780,887 $ 160,453 |
Loans payable (Tables)
Loans payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Loans Payable | The loans payable is as follows: Interest rate Maturity date Principal Outstanding Accrued interest March 31, 2018 December 31, 2017 Cranberry Cove Holdings Pace Mortgage 4.2% July 19,2022 4,199,941 5,799 4,205,740 4,349,374 Seastone of Delray Mortgage 5.0% February 13, 2020 2,966,675 $ 12,361 2,979,036 2,986,920 $ 7,166,616 $ 18,160 $ 7,184,776 $ 7,336,294 Disclosed as follows: Short-term portion $ 152,402 $ 152,402 Long-term portion 7,032,374 7,183,892 $ 7,184,776 $ 7,336,294 The aggregate amount outstanding is payable as follows: Amount Within 1 year 152,402 1 to 2 years 3,038,567 2 to 3 years 109,222 3 to 4 years 113,899 Thereafter 3,770,686 Total $ 7,184,776 |
Derivative Liablility (Tables)
Derivative Liablility (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Liablility Tables | |
Schedule of assumption used in Black Scholes | The following assumptions were used in the Black-Scholes valuation model: Three months ended March 31, 2018 Calculated stock price $0.024 to $0.10 Risk free interest rate 1.6% to 2.56% Expected life of convertible notes 1 month to 5 years expected volatility of underlying stock 15.4% to 495.3% Expected dividend rate 0 % |
Schedule of derivative liability | The movement in derivative liability is as follows: Three months ended March 31, 2018 Year ended December 31, 2017 Opening balance $ 2,859,832 $ — Derivative liability arising from issuance of convertible notes 480,837 1,826,500 Fair value adjustment to derivative liability 12,156 1,033,332 $ 3,352,825 $ 2,859,832 |
Stockholders' deficit (Tables)
Stockholders' deficit (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Warrants outstanding | The fair value of Warrants awarded and revalued during the year ended March 31, 2018 were valued at $262,440 using the Black Scholes pricing model utilizing the following weighted average assumptions: Three months ended March 31, 2018 Calculated stock price $ 0.07 Risk free interest rate 2.64 % Expected life of warrants (years) 5 years expected volatility of underlying stock 495.3 % Expected dividend rate 0 % The movements in warrants is summarized as follows: No. of shares Exercise price per share Weighted average exercise price Outstanding January 1, 2017 19,637,409 0.0033 to $.0.03 $ 0.0033 Granted 29,866,666 $0.03 to $0.10 0.0945 Exercised - - - Outstanding December 31, 2017 49,504,075 0.0033 to $.0.03 0.0033 Granted 5,500,000 $ 0.10 0.10 Forfeited/cancelled - - - Exercised - - - Outstanding March 31, 2018 55,004,075 $0.033 to $0.10 $0.0720 The following table summarizes information about warrants outstanding at March 31, 2018: Warrants outstanding Warrants exercisable 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 2.00 21,704,075 $0.10 33,000,000 4.70 33,000,000 55,004,075 3.62 $ 0.0720 55,004,075 $ 0.0720 |
Options Outstanding | The following table summarizes information about options outstanding as of March 31, 2018. 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 1.66 480,000 480,000 1.66 $ 0.12 480,000 $ 0.12 |
Segment information (Tables)
Segment information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Segment information | The segment operating results of the reportable segments are disclosed as follows: Three months ended March 31, 2017 Rental Operations In-Patient services Total Revenue $ 42,037 $ 280,473 $ 322,510 Operating expenditure 29,548 896,628 926,176 Operating (loss) income 12,489 (616,155 ) (603,666 ) Other (expense) income Other income — 472,368 472,368 Other expense (5,074,689 ) — (5,074,689 ) Interest income — 32,074 32,074 Interest expense (36,653 ) (26,364 ) (63,017 ) Amortization of debt discount — (187,659 ) (187,659 ) Loss on change in fair value of derivative liability — (73,048 ) (73,048 ) Foreign exchange movements — (157,908 ) (157,908 ) Net loss before taxation from continuing operations (5,098,853 ) (556,692 ) (5,655,545 ) Taxation — — — Net loss from continuing operations $ (5,098,853 ) $ (556,692 ) $ (5,655,545 ) The operating assets and liabilities of the reportable segments are as follows: Rental Operations In-Patient services Total Purchase of fixed assets - - - Assets Current assets (11,055 ) 319,335 308,280 Non-current assets 3,066,465 8,524,705 11,591,170 Liabilities Current liabilities (2,222,619 ) (5,677,890 ) (7,900,509 ) Non-current liabilities (4,128,074 ) (2,904,300 ) (7,032,374 ) Intercompany balances 789,576 (789,576 ) — Net (liability) asset position (2,505,708 ) (527,725 ) (3,033,433 ) |
Net loss per common share (Tabl
Net loss per common share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net loss per common share (Tables) | For the three months year ended March 31, 2018, the following options, warrants and convertible notes were excluded from the computation of diluted net loss per share as the results would have been anti-dilutive. Three month ended March 31, 2018 Stock options 480,000 Warrants to purchase shares of common stock 55,004,075 Convertible notes 37,244,536 92,728,611 For the three months ended March 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 $ (5,665,545) 78,738,855 $ (0.08) Net income per share from discontinued operations 7,553,820 78,738,855 0.10 Basic income per share 1,898,275 78,738,855 0.02 Effect of dilutive securities Warrants - 266,700 Convertible debt - - Diluted earnings per share Net loss per share from continuing operations (5,655,545) 79,005,555 (0.08) Net income per share from discontinued operations 7,553,820 79,005,555 0.10 $ 1,898,275 79,005,555 $ 0.02 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 Within 1 year $ 5,271 Total $ 5,271 |
Schedule of mortgage bonds | The company has two mortgage loans as disclosed in note 11 above. The future commitments under these loans are as follows: Amount Within 1 year 152,402 1 to 2 years 3,038,567 2 to 3 years 109,222 3 to 4 years 113,899 Thereafter 3,770,686 Total $ 7,184,776 |
Restatement of prior period r38
Restatement of prior period results (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Revenues | $ 113,302 | $ 322,510 | |
Operating expenses | |||
General and administrative | 193,732 | 143,731 | |
Professional fees | 38,010 | 539,604 | |
Salaries and wages | 185,156 | 209,246 | |
Depreciation and amortization | 68,415 | 33,595 | |
Total operating expenses | 531,846 | 926,176 | |
Operating loss | (418,544) | (603,666) | |
Other Income (expense) | |||
Other income | 472,368 | ||
Other expense | (5,074,689) | ||
Interest income | 49 | 32,074 | |
Interest expense | (170,451) | (63,017) | |
Debt discount | (752,949) | (187,659) | |
Derivative liability movement | (12,156) | (73,048) | |
Foreign exchange movements | 137,896 | (157,908) | |
Net loss before taxation from continuing operations | (1,216,155) | (5,655,545) | $ (2,092,221) |
Taxation | |||
Net loss from continuing operations | (1,216,155) | (5,655,545) | $ (2,092,221) |
Gain on disposal of business | 7,494,828 | ||
Operating income from discontinued operations, net of tax) | 58,992 | ||
Net income from discontinued operations, net of tax | 7,553,820 | ||
Net (loss) income | (1,216,155) | 1,898,275 | |
Accumulated other comprehensive loss | |||
Foreign currency translation adjustment | (53,186) | (190,946) | |
Total comprehensive (loss) income | $ (1,269,341) | $ 1,707,329 | |
Basic loss per common share from continuing operations (in dollars per share) | $ (0.01) | $ (0.08) | $ (0.03) |
Basic income per share from discontinued operations (in dollars per share) | 0.10 | ||
Basic (loss) income per common share (in dollars per share) | 0.01 | 0.02 | |
Diluted loss per common share from continuing operations (in dollars per share) | (0.01) | (0.08) | $ (0.03) |
Diluted income per share from discontinued operations (in dollars per share) | 0.10 | ||
Diluted (loss) income per common share (in dollars per share) | $ (0.01) | $ 0.02 | |
Weighted average common shares outstanding - Basic (in shares) | 123,242,897 | 78,738,855 | 78,738,855 |
Weighted average common shares outstanding - Diluted (in shares) | 123,242,897 | 79,005,555 | |
As Previously Reported [Member] | |||
Revenues | $ 322,510 | ||
Operating expenses | |||
General and administrative | 143,731 | ||
Professional fees | 539,604 | ||
Salaries and wages | 209,246 | ||
Depreciation and amortization | 57,065 | ||
Total operating expenses | 949,647 | ||
Operating loss | (627,137) | ||
Other Income (expense) | |||
Other income | 504,348 | ||
Other expense | (1,519,874) | ||
Interest income | 32,074 | ||
Interest expense | (63,017) | ||
Debt discount | (187,659) | ||
Derivative liability movement | (73,048) | ||
Foreign exchange movements | (157,908) | ||
Net loss before taxation from continuing operations | (2,092,221) | ||
Taxation | |||
Net loss from continuing operations | (2,092,221) | ||
Gain on disposal of business | 7,494,828 | ||
Operating income from discontinued operations, net of tax) | 58,992 | ||
Net income from discontinued operations, net of tax | 7,553,820 | ||
Net (loss) income | 5,461,599 | ||
Accumulated other comprehensive loss | |||
Foreign currency translation adjustment | (190,946) | ||
Total comprehensive (loss) income | $ 5,270,653 | ||
Basic loss per common share from continuing operations (in dollars per share) | $ (0.03) | ||
Basic income per share from discontinued operations (in dollars per share) | 0.10 | ||
Basic (loss) income per common share (in dollars per share) | 0.07 | ||
Diluted loss per common share from continuing operations (in dollars per share) | (0.03) | ||
Diluted income per share from discontinued operations (in dollars per share) | 0.10 | ||
Diluted (loss) income per common share (in dollars per share) | $ 0.07 | ||
Weighted average common shares outstanding - Basic (in shares) | 78,738,855 | ||
Weighted average common shares outstanding - Diluted (in shares) | 79,005,555 | ||
Adjustment [Member] | |||
Revenues | |||
Operating expenses | |||
General and administrative | |||
Professional fees | |||
Salaries and wages | |||
Depreciation and amortization | (23,470) | ||
Total operating expenses | (23,470) | ||
Operating loss | 23,470 | ||
Other Income (expense) | |||
Other income | (31,980) | ||
Other expense | (3,554,815) | ||
Interest income | |||
Interest expense | |||
Debt discount | |||
Derivative liability movement | |||
Foreign exchange movements | |||
Net loss before taxation from continuing operations | (3,563,325) | ||
Taxation | |||
Net loss from continuing operations | (3,563,325) | ||
Gain on disposal of business | |||
Operating income from discontinued operations, net of tax) | |||
Net income from discontinued operations, net of tax | |||
Net (loss) income | (3,563,325) | ||
Accumulated other comprehensive loss | |||
Foreign currency translation adjustment | |||
Total comprehensive (loss) income | $ (3,563,325) | ||
Basic loss per common share from continuing operations (in dollars per share) | $ (0.05) | ||
Basic income per share from discontinued operations (in dollars per share) | |||
Basic (loss) income per common share (in dollars per share) | (0.05) | ||
Diluted loss per common share from continuing operations (in dollars per share) | (0.05) | ||
Diluted income per share from discontinued operations (in dollars per share) | |||
Diluted (loss) income per common share (in dollars per share) | $ (0.05) | ||
Weighted average common shares outstanding - Basic (in shares) | 78,738,855 | ||
Weighted average common shares outstanding - Diluted (in shares) | 79,005,555 |
Restatement of prior period r39
Restatement of prior period results (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities | ||
Net (loss) income | $ (1,216,155) | $ 1,898,275 |
Less: Net income from discontinued operations | (7,553,820) | |
Net loss from continuing operations | (1,216,155) | (5,655,545) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 68,415 | 33,595 |
Non cash compensation expense on acquisition of subsidiary | 5,074,689 | |
Other foreign exchange movements | (8,699) | |
Amortization of debt discount | 752,949 | 187,659 |
Derivative liability movements | 12,156 | 73,048 |
Provision against receivable on sale of subsidiary | (446,476) | |
Changes in operating assets and liabilities | ||
Accounts receivable | 42,490 | (64,555) |
Prepaid expenses | 74,630 | (23,049) |
Accounts payable and accrued liabilities | 31,745 | (52,559) |
Taxes payable | 1,933 | (2,427,270) |
Net cash used in operating activities - continuing operations | 223,067 | (3,309,163) |
Net cash provided by operating activities - discontinued operations | 242,211 | |
Net cash provided by operating activities | 223,067 | (3,066,952) |
Investing activities | ||
Investments in Seastone | (2,960,000) | |
Purchase of fixed assets | (8,878) | |
Net cash used in investing activities - continuing operations | (286,912) | (2,968,878) |
Net cash provided by investing activities - discontinued operations | 6,302,244 | |
Net cash used in Investing activities | (286,912) | 3,333,366 |
Financing activities | ||
Decrease in bank overdraft | (25,878) | (8,904) |
Repayment of mortgage | (33,186) | (78,050) |
Proceeds from convertible notes | 600,000 | 181,000 |
Repayment of related party notes | 21,398 | (51,432) |
Net cash provided by financing activities | 232,334 | 42,614 |
Effect of exchange rate on cash | (141,489) | (190,946) |
Net change in cash | 27,000 | 118,082 |
Beginning cash balance | 339 | 4,779 |
Ending cash balance | $ 27,339 | 122,861 |
As Previously Reported [Member] | ||
Operating activities | ||
Net (loss) income | 5,461,599 | |
Less: Net income from discontinued operations | (7,553,820) | |
Net loss from continuing operations | (2,092,221) | |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 57,065 | |
Non cash compensation expense on acquisition of subsidiary | 1,519,874 | |
Other foreign exchange movements | (8,699) | |
Amortization of debt discount | 187,659 | |
Derivative liability movements | 73,048 | |
Provision against receivable on sale of subsidiary | (446,476) | |
Changes in operating assets and liabilities | ||
Accounts receivable | (96,535) | |
Prepaid expenses | (23,049) | |
Accounts payable and accrued liabilities | (52,559) | |
Taxes payable | (2,427,270) | |
Net cash used in operating activities - continuing operations | (3,309,164) | |
Net cash provided by operating activities - discontinued operations | 242,211 | |
Net cash provided by operating activities | (3,066,953) | |
Investing activities | ||
Investments in Seastone | (2,960,000) | |
Purchase of fixed assets | (8,878) | |
Net cash used in investing activities - continuing operations | (2,968,878) | |
Net cash provided by investing activities - discontinued operations | 6,302,244 | |
Net cash used in Investing activities | 3,333,366 | |
Financing activities | ||
Decrease in bank overdraft | (8,904) | |
Repayment of mortgage | (78,050) | |
Proceeds from convertible notes | 181,000 | |
Repayment of related party notes | (51,432) | |
Net cash provided by financing activities | 42,614 | |
Effect of exchange rate on cash | (190,946) | |
Net change in cash | 118,082 | |
Beginning cash balance | 4,779 | |
Ending cash balance | 122,861 | |
Adjustment [Member] | ||
Operating activities | ||
Net (loss) income | (3,563,325) | |
Less: Net income from discontinued operations | ||
Net loss from continuing operations | (3,563,325) | |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | (23,470) | |
Non cash compensation expense on acquisition of subsidiary | 3,554,815 | |
Other foreign exchange movements | ||
Amortization of debt discount | ||
Derivative liability movements | ||
Provision against receivable on sale of subsidiary | ||
Changes in operating assets and liabilities | ||
Accounts receivable | 31,980 | |
Prepaid expenses | ||
Accounts payable and accrued liabilities | ||
Taxes payable | ||
Net cash used in operating activities - continuing operations | ||
Net cash provided by operating activities | ||
Investing activities | ||
Investments in Seastone | ||
Purchase of fixed assets | ||
Net cash used in investing activities - continuing operations | ||
Net cash used in Investing activities | ||
Financing activities | ||
Decrease in bank overdraft | ||
Repayment of mortgage | ||
Proceeds from convertible notes | ||
Repayment of related party notes | ||
Net cash provided by financing activities | ||
Effect of exchange rate on cash | ||
Net change in cash | ||
Beginning cash balance | ||
Ending cash balance |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Revenues | $ 113,302 | $ 322,510 | |
Operating expenses | |||
General and administrative | 193,732 | 143,731 | |
Professional fees | 38,010 | 539,604 | |
Salaries and wages | 185,156 | 209,246 | |
Total operating expenses | 531,846 | 926,176 | |
Operating (loss) income | (418,544) | (603,666) | |
Other (Expense) Income | |||
Other income | 472,368 | ||
Other expense | (5,074,689) | ||
Foreign exchange movements | (137,896) | 157,908 | |
Taxation | |||
Net (loss) income from discontinued operations | 7,553,820 | $ 7,553,820 | |
Gain on disposal of business | 7,494,828 | ||
Discontinued Operations [Member] | |||
Revenues | 232,152 | ||
Operating expenses | |||
Depreciation and amortization | 4,196 | ||
General and administrative | 86,080 | ||
Professional fees | 648 | ||
Rent | 44,518 | ||
Salaries and wages | 233,636 | ||
Total operating expenses | 369,078 | ||
Operating (loss) income | (136,926) | ||
Other (Expense) Income | |||
Other income | |||
Other expense | (788) | ||
Foreign exchange movements | (157,908) | ||
Net (loss) income before taxation | 58,992 | ||
Taxation | 7,494,828 | ||
Net (loss) income from discontinued operations | 7,553,820 | ||
Gain on disposal of business | $ 7,494,828 |
Property plant and equipment (D
Property plant and equipment (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Cost | $ 9,294,335 | |
Accumulated depreciation | (294,446) | |
Net book value | 8,999,889 | $ 9,153,858 |
Land [Member] | ||
Cost | 2,920,673 | |
Net book value | 2,920,673 | 2,925,305 |
Buildings | ||
Cost | 5,985,835 | |
Accumulated depreciation | (257,816) | |
Net book value | 5,728,019 | 5,840,268 |
Furniture and Equipment | ||
Cost | 105,000 | |
Accumulated depreciation | (27,625) | |
Net book value | 77,375 | 72,047 |
Leasehold improvements | ||
Cost | 282,827 | |
Accumulated depreciation | (9,005) | |
Net book value | $ 273,822 | $ 316,238 |
Taxes payable - Taxes Payable (
Taxes payable - Taxes Payable (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Notes to Financial Statements | ||
Payroll taxes | $ 153,571 | $ 155,894 |
US tax penalties | 250,000 | 250,000 |
Income tax payable | 275,676 | 283,346 |
Taxes Payable | $ 679,247 | $ 689,240 |
Short term convertible note (De
Short term convertible note (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Principal | $ 12,478 | |
Interest | 35,070 | |
Debt Discount | (1,325,183) | |
Total | $ 780,887 | $ 160,453 |
Leonite Investment LLC | ||
Interest Rate | 8.50% | |
Maturity | December 1, 2018 | |
Principal | $ 1,650,000 | |
Interest | 28,994 | |
Debt Discount | 28,994 | |
Total | $ 571,460 | 138,502 |
Leonite Investment LLC | ||
Interest Rate | 6.50% | |
Maturity | April 28, 2018 | |
Principal | $ 165,000 | |
Interest | 59 | |
Debt Discount | (25,981) | |
Total | $ 139,078 | |
Power Up Lending Group LTD | ||
Interest Rate | 12.00% | |
Maturity | August 15, 2018 | |
Principal | $ 103,000 | |
Interest | 4,910 | |
Debt Discount | (50,039) | |
Total | $ 57,871 | 21,951 |
Power Up Lending Group LTD | ||
Interest Rate | 12.00% | |
Maturity | December 30, 2018 | |
Principal | $ 153,000 | |
Interest | 1,107 | |
Debt Discount | (141,629) | |
Total | $ 12,478 |
Loans payable - Loans Payable (
Loans payable - Loans Payable (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Short term portion | $ 152,402 | $ 152,402 |
Long term portion | 7,032,374 | 7,183,892 |
Automobile Loan Payable | $ 7,184,776 | $ 7,336,294 |
Loans payable - Aggregate Amoun
Loans payable - Aggregate Amount Outstanding (Details) | Mar. 31, 2018USD ($) |
Loans Payable - Aggregate Amount Outstanding Details | |
Within 1 year | $ 152,402 |
1 to 2 years | 3,038,567 |
2 to 3 years | 109,222 |
3 to 4 years | 113,899 |
Thereafter | 3,770,686 |
Total | $ 7,184,776 |
Derivative liability - Black Sc
Derivative liability - Black Scholes Valuations (Details) | 12 Months Ended |
Dec. 31, 2017$ / shares | |
Derivative Liability Details | |
Calculated stock price, min | $ 0.024 |
Calculated stock price, max | $ 0.10 |
Risk free interest rate, min | 1.60% |
Risk free interest rate, max | 2.56% |
Expected life of convertible notes, minimum | 1 month |
Expected life of convertible notes, maximum | 5 years |
Expected volatility of underlying stock, min | 15.40% |
Expected volatility of underlying stock, max | 495.30% |
Expected dividend rate | 0.00% |
Derivative liability - Movement
Derivative liability - Movement (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Derivative Liability Details 1 | ||
Opening balance | $ 2,859,832 | |
Derivative liability arising from issuance of convertible notes | 480,837 | $ 1,826,500 |
Fair value adjustment to derivative liability | 12,156 | 1,033,332 |
Total Derivative Liability | $ 3,352,825 | $ 2,859,832 |
Stockholders' deficit - Warrant
Stockholders' deficit - Warrants Outstanding (Details) - Warrants - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Beginning balance, warrants | 49,504,075 | 19,637,409 |
Beginning balance, warrants exercise price | $ 0.0033 | $ 0.0033 |
Warrants Granted, shares | 5,500,000 | 29,866,666 |
Warrants granted, price | $ 0.10 | $ 0.0945 |
Ending Balance, warrants | 55,004,075 | 49,504,075 |
Ending Balance, warrants exercise price | $ 0.033 | $ 0.0033 |
Stockholders' deficit - Options
Stockholders' deficit - Options Outstanding (Details) - Options | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Beginning balance, options | shares | 480,000 |
Beginning balance, options exercise price | $ / shares | $ 0.12 |
Ending Balance, options | shares | 480,000 |
Ending Balance, options exercise price | $ / shares | $ 0.12 |
Weighted Average Contractual Life, options | 1 year 7 months 28 days |
Segment information (Details)
Segment information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Revenues | $ 113,302 | $ 322,510 | |
Operating expenditure | 531,846 | 926,176 | |
Operating (loss) income | (418,544) | (603,666) | |
Other (expense) income | |||
Other income | 472,368 | ||
Other expense | (5,074,689) | ||
Interest income | 49 | 32,074 | |
Interest expense | (170,451) | (63,017) | |
Amortization of debt discount | (752,949) | (187,659) | |
Loss on change in fair value of derivative liability | (12,156) | (73,048) | |
Foreign exchange movements | 137,896 | (157,908) | |
Net loss before taxation from continuing operations | (1,216,155) | (5,655,545) | $ (2,092,221) |
Taxation | |||
Net loss from continuing operations | (1,216,155) | (5,655,545) | (2,092,221) |
Purchase of fixed assets | |||
Assets | |||
Current assets | 308,280 | 334,619 | |
Non-current assets | 11,591,170 | 11,933,809 | |
Liabilities | |||
Current liabilities | 7,900,509 | $ 6,860,178 | |
Rental Operations | |||
Revenues | 84,112 | 42,037 | |
Operating expenditure | 31,401 | 29,548 | |
Operating (loss) income | 52,711 | 12,489 | |
Other (expense) income | |||
Other income | |||
Other expense | (5,074,689) | ||
Interest income | |||
Interest expense | (50,049) | (36,653) | |
Amortization of debt discount | |||
Foreign exchange movements | 29,209 | ||
Net loss before taxation from continuing operations | 31,871 | (5,098,853) | |
Taxation | |||
Net loss from continuing operations | 31,871 | (5,098,853) | |
Purchase of fixed assets | |||
Assets | |||
Current assets | (11,055) | ||
Non-current assets | 3,066,465 | ||
Liabilities | |||
Current liabilities | (2,222,619) | ||
Non-current liabilities | (4,128,074) | ||
Intercompany balances | (789,576) | ||
Net (liability) asset position | (2,505,708) | ||
In-Patient services | |||
Revenues | 29,190 | 280,473 | |
Operating expenditure | 500,445 | 896,628 | |
Operating (loss) income | (471,255) | (616,155) | |
Other (expense) income | |||
Other income | 472,368 | ||
Other expense | |||
Interest income | 49 | 32,074 | |
Interest expense | (120,402) | (26,364) | |
Amortization of debt discount | (752,949) | (187,659) | |
Loss on change in fair value of derivative liability | (12,156) | (73,048) | |
Foreign exchange movements | 108,687 | (157,908) | |
Net loss before taxation from continuing operations | (1,248,026) | (556,692) | |
Taxation | |||
Net loss from continuing operations | (1,248,026) | (556,692) | |
Purchase of fixed assets | |||
Assets | |||
Current assets | 319,335 | ||
Non-current assets | 8,524,705 | ||
Liabilities | |||
Current liabilities | (5,677,890) | ||
Non-current liabilities | (2,904,300) | ||
Intercompany balances | (789,576) | ||
Net (liability) asset position | (527,725) | ||
Total | |||
Revenues | 113,302 | 322,510 | |
Operating expenditure | 531,846 | 926,176 | |
Operating (loss) income | (418,544) | (603,666) | |
Other (expense) income | |||
Other income | 472,368 | ||
Other expense | (5,074,689) | ||
Interest income | 49 | 32,074 | |
Interest expense | (170,451) | (63,017) | |
Amortization of debt discount | (752,949) | (187,659) | |
Loss on change in fair value of derivative liability | (12,156) | (73,048) | |
Foreign exchange movements | 137,896 | (157,908) | |
Net loss before taxation from continuing operations | (1,216,155) | (5,655,545) | |
Taxation | |||
Net loss from continuing operations | (1,216,155) | $ (5,655,545) | |
Purchase of fixed assets | |||
Assets | |||
Current assets | 308,280 | ||
Non-current assets | 11,591,170 | ||
Liabilities | |||
Current liabilities | (7,900,509) | ||
Non-current liabilities | (7,032,374) | ||
Net (liability) asset position | $ (3,033,433) |
Net income (loss) per common 51
Net income (loss) per common share - Basic and Diluted Earnings (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Basic earnings per share | |||
Net loss per share from continuing operations, amount | $ (1,216,155) | $ (5,655,545) | $ (2,092,221) |
Net loss per share from continuing operations, number of shares | 123,242,897 | 78,738,855 | 78,738,855 |
Net loss per share from continuing operations, per share | $ (0.01) | $ (0.08) | $ (0.03) |
Net income per share from discontinued operations, amount | $ 7,553,820 | $ 7,553,820 | |
Net income per share from discontinued operations, number of shares | 123,242,897 | 78,738,855 | 78,738,855 |
Net income per share from discontinued operations, per share | $ 0.10 | ||
Net loss | $ (1,216,155) | $ 1,898,275 | |
Diluted earnings per share | |||
Net loss per share from continuing operations, amount | $ (1,216,155) | $ (5,655,545) | $ (2,092,221) |
Net loss per share from continuing operations, per share | $ (0.01) | $ (0.08) | $ (0.03) |
Net income per share from discontinued operations, amount | $ 7,553,820 | $ 7,553,820 | |
Net income per share from discontinued operations, number of shares | 123,242,897 | 79,005,555 | |
Net income per share from discontinued operations, per share | $ (0.01) | $ 0.02 | |
Net Income Per Share | |||
Basic earnings per share | |||
Net loss per share from continuing operations, amount | $ (5,665,545) | ||
Net loss per share from continuing operations, number of shares | 78,738,855 | ||
Net loss per share from continuing operations, per share | $ (0.08) | ||
Net income per share from discontinued operations, amount | $ 7,553,820 | ||
Net income per share from discontinued operations, number of shares | 78,738,855 | ||
Net income per share from discontinued operations, per share | $ 0.10 | ||
Effect of dilutive securities | |||
Warrants, number of shares | 266,700 | ||
Diluted earnings per share | |||
Net loss per share from continuing operations, amount | $ (5,655,545) | ||
Net loss per share from continuing operations, number of shares | 79,005,555 | ||
Net loss per share from continuing operations, per share | $ (0.08) | ||
Net income per share from discontinued operations, amount | $ 7,553,820 | ||
Net income per share from discontinued operations, number of shares | 79,005,555 | ||
Net income per share from discontinued operations, per share | $ 0.10 |
Net income (loss) per common 52
Net income (loss) per common share - Basic and Diluted Earnings (Details 1) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Net Loss Per Common Share Details | |
Stock options | $ 480,000 |
Warrants to purchase shares of common stock | 55,004,075 |
Convertible notes | 37,244,536 |
Total | $ 92,728,611 |
Commitments and contingencies -
Commitments and contingencies - Operating Leases (Details) | Mar. 31, 2018USD ($) |
Commitments And Contingencies - Operating Leases Details | |
Within 1 year | $ 5,271 |
Total | $ 5,271 |
Commitments and contingencies54
Commitments and contingencies - Mortgage Loans (Details) | Mar. 31, 2018USD ($) |
Commitments And Contingencies - Mortgage Loans Details | |
Within 1 year | $ 152,402 |
1 to 2 years | 3,038,567 |
2 to 3 years | 109,222 |
3 to 4 years | 113,899 |
Thereafter | 3,770,686 |
Total | $ 7,184,776 |