Ethema Health (GRST) 10-K/A 22 Apr 19 2018 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Apr. 15, 2019	Jun. 30, 2018
Document And Entity Information
Entity Registrant Name	ETHEMA HEALTH Corp
Entity Central Index Key	0000792935
Document Type	10-K/A
Document Period End Date	Dec. 31, 2018
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	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 3,358,696
Entity Common Stock, Shares Outstanding		124,371,452
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current assets
Cash	$ 24,674	$ 339
Accounts receivable	202,654	218,858
Prepaid expenses	147,870	99,342
Related party Receivables	32,650	16,080
Total current assets	407,848	334,619
Non-current assets
Deposit on real Estate	2,940,546	1,825,000
Due on sale of subsidiary	372,366	954,951
Property, plant and equipment	8,948,349	9,153,858
Total non-current assets	12,261,261	11,933,809
Total assets	12,669,109	12,268,428
Current liabilities
Bank overdraft		28,927
Accounts payable and accrued liabilities	1,092,882	372,244
Taxes payable	775,392	689,240
Convertible loans, net of discounts	4,403,473	160,453
Loans payable	172,276	152,402
Derivative liability	4,618,080	2,859,832
Related party payables	2,615,613	2,597,080
Total current liabilities	13,677,716	6,860,178
Non-current liabilities
Loan payable	6,707,346	7,183,892
Total liabilities	20,385,062	14,044,070
Stockholders' deficit
Preferred stock - Series A; $0.01 par value, 3,000,000 authorized, nil outstanding as at December 31, 2018 and 2017.
Preferred Stock - Series B; $0.01 par value, 10,000,000 authorized, nil outstanding as at December 31, 2018 and 2017.
Common stock; $0.01 par value, 500,000,000 shares authorized; 124,300,341 and 123,239,230 shares issued and outstanding as at December 31, 2018 and 2017, respectively.	1,243,004	1,232,393
Additional paid-in capital	20,939,676	18,545,913
Accumulated other comprehensive income	630,411	796,453
Accumulated deficit	(30,529,044)	(22,350,401)
Total stockholders' deficit	(7,715,953)	(1,775,642)
Total liabilities and stockholders' deficit	$ 12,669,109	$ 12,268,428

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized	500,000,000	500,000,000
Common stock, issued	124,300,341	123,239,230
Common stock, outstanding	124,300,341	123,239,230
Preferred stock, seriea A, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, series A shares, authorized	3,000,000	3,000,000
Preferred stock, series A shares, outstanding
Preferred stock, series B, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, series B shares, authorized	10,000,000	10,000,000
Preferred stock, series B shares, outstanding

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENISIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Revenues	$ 432,515	$ 929,416
Operating expenses
General and administrative	664,782	473,201
Rental expense	731,818
Management fees	182,430	289,125
Professional fees	510,722	626,548
Salaries and wages	953,434	770,076
Depreciation and amortization	273,646	223,623
Total operating expenses	3,316,832	2,382,573
Operating loss	(2,884,317)	(1,453,157)
Other Income (expense)
Other income	6,009	475,487
Other expense	(8,000)	(5,093,954)
Interest income	5,334	32,074
Interest expense	(696,944)	(367,547)
Debt discount	(4,504,007)	(668,916)
Derivative liability movement	(422,539)	(1,033,332)
Foreign exchange movements	428,053	(81,031)
Net loss before taxation from continuing operations	(8,076,411)	(8,190,376)
Taxation	(102,232)
Net loss from continuing operations	(8,178,643)	(8,190,376)
Operating income from discontinued operations, net of tax		6,821,889
Net income from discontinued operations, net of tax		6,821,889
Net loss	(8,178,643)	(1,368,487)
Foreign currency translation adjustment	(166,042)	(11,110)
Total comprehensive loss	$ (8,344,685)	$ (1,379,597)
Basic loss per common share from continuing operations (in dollars per share)	$ (0.07)	$ (0.08)
Basic income per share from discontinued operations (in dollars per share)		0.06
Basic loss per common share	(0.07)	(0.02)
Diluted loss per common share from continuing operations (in dollars per share)	(0.07)	(0.06)
Diluted income per share from discontinued operations (in dollars per share)		0.05
Diluted loss per common share	$ (0.07)	$ (0.01)
Weighted average common shares outstanding - Basic (in shares)	123,852,105	107,352,184
Weighted average common shares outstanding - Diluted (in shares)	123,852,105	148,801,780

CONSOLIDATED STATEMENT OF STOCK

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($)	Preferred Stock Series B [Member]	Common Stock [Member]	Additional Paid in Capital [Member]	Comprehensive Income [Member]	Accumulated Deficit [Member]	Total
Beginning Balance, Value at Dec. 31, 2016		$ 487,389	$ 16,509,906	$ 807,563	$ (20,981,914)	$ (3,177,056)
Beginning Balance, Shares at Dec. 31, 2016		48,738,855
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued to acquire subsidiary, Amount		$ 600,000	1,584,000			2,184,000
Shares issued to acquire subsidiary, Shares		60,000,000
Conversion of debt to equity, Amount		$ 125,004	250,007			375,011
Conversion of debt to equity, Shares		12,500,375
Fair value of warrants issued			71,000			71,000
Shares issued for services, Value		$ 1,000	3,000			4,000
Shares issued for services, Shares		100,000
Shares issued for commitment fee, Amount		$ 19,000	128,000			147,000
Shares issued for commitment fee, Shares		1,900,000
Foreign currency translation				(11,110)		(11,110)
Net loss					(1,368,487)	(1,368,487)
Ending Balance, Value at Dec. 31, 2017		$ 1,232,393	18,545,913	796,453	(22,350,401)	(1,775,642)
Ending Balance, Shares at Dec. 31, 2017		123,239,230
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued to acquire subsidiary, Amount
Shares issued to acquire subsidiary, Shares
Conversion of debt to equity, Amount
Conversion of debt to equity, Shares
Fair value of warrants issued			2,328,785			2,328,785
Shares issued for services, Value
Shares issued for services, Shares
Shares issued for commitment fee, Amount		$ 9,611	57,978			67,589
Shares issued for commitment fee, Shares		961,111
Shares based compensation, Value		$ 1,000	7,000			8,000
Shares based compensation, shares		100,000
Foreign currency translation				(166,042)		(166,042)
Net loss					(8,178,643)	(8,178,643)
Ending Balance, Value at Dec. 31, 2018		$ 1,243,004	$ 20,939,676	$ 630,411	$ (30,529,044)	$ (7,715,953)
Ending Balance, Shares at Dec. 31, 2018		124,300,341

CONSOLIDATED STATEMENT OF CASH

CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Operating activities
Net loss	$ (8,178,643)	$ (1,368,487)	$ (260,709)
Net income from discontinued operations		(6,821,889)
Net loss from continuing operations	(8,178,643)	(8,190,376)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation	273,646	223,623
Non-cash compensation expense on acquisition of subsidiary		5,074,689
Non-cash interest accrual		(32,074)
Non-cash compensation for services	8,000	151,000
Gain on sale of mortgage		19,583
Amortization of debt discount	4,504,007	668,916
Derivative liability movements	422,539	1,033,332
Provision against receivable on sale of subsidiary		(472,368)
Movement in bad debt reserve	(520,092)
Changes in operating assets and liabilities
Accounts receivable	536,296	(218,558)
Prepaid expenses	(52,095)	(85,176)
Escrow receivable	541,489
Accounts payable and accrued liabilities	913,995	(232,629)
Taxes payable	87,314	(2,158,233)
Net cash used in operating activities - continuing operations	(1,463,544)	(4,218,271)
Net cash used in operating activities - discontinued operations		(426,398)
Net cash provided by operating activities	(1,463,544)	(4,644,669)
Investing activities
Investments in business purchased		(2,960,000)
Deposit on property	(1,111,993)	(1,748,988)
Purchase of fixed assets	(320,117)	(436,372)
Net cash used in investing activities - continuing operations	(1,432,110)	(5,145,360)
Net cash provided by investing activities - discontinued operations		6,497,400
Net cash provided by investing activities	(1,432,110)	1,352,040
Financing activities
Decrease in bank overdraft	(28,824)	(28,718)
Proceeds from mortgage sold		110,294
Proceeds from mortgage		4,391,452
Repayment of mortgage	(123,142)	(3,048,995)
Proceeds from convertible notes	4,035,000	1,897,500
Repayment of convertible notes	(697,111)	(388,458)
Proceeds from related party notes	174,841	366,222
Net cash provided by financing activities	3,360,764	3,299,298
Effect of exchange rate on cash	(440,775)	(11,110)
Net change in cash	24,335	(4,440)
Beginning cash balance	339	4,779
Ending cash balance	24,674	339	$ 4,779
Supplemental cash flow information
Cash paid for interest	551,605	253,256
Cash paid for income taxes
Non cash investing and financing activities
Common shares issued to acquire subsidiary		2,184,000
Conversion of debt to equity		375,011
Fair value of warrants issued	2,328,785	71,000
Assumption of mortgage liabilities on acquisition of subsidiary		$ 3,145,549

Nature of Business

Nature of Business	12 Months Ended
	Dec. 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; Addiction Recovery Institute of America (“ARIA”) (formerly 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, the assets of the Canadian Rehab Clinic were sold by the Company, through its subsidiary, GreeneStone Clinic Muskoka Inc. (“Muskoka”), to Canadian Addiction Residential Treatment LP (the “Purchaser”), for a total consideration of CDN$10,000,000, plus an additional payment of up to CDN$3,000,000 as a performance payment to be received in 2019 if certain clinic performance metrics are met. The Purchaser completed the sale with cash proceeds to the Company of CDN$10,000,000, of which CDN$1,500,000 was to remain in escrow for up to two years to cover indemnities given by the Company. The proceeds of the Muskoka clinic asset sale were used to pay down certain tax debts and operational costs of the Company and to fund the Florida Purchase, mentioned below. Through the APA, substantially all of the assets of the Canadian Rehab Clinic were sold, leaving Ethema with only the underlying clinic real estate, which the Company, through its newly acquired subsidiary, CCH, concurrently leased to the Purchaser. The Lease is a triple net lease and provides for a five (5) year primary term with three (3) five-year renewal options, annual base rent for the first year at CDN$420,000 with annual increases, an option to tenant to purchase the leased premises and certain first refusal rights. 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.

Summary of significant accounti

Summary of significant accounting policies	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Summary of significant accounting policies	2. Summary of significant accounting policies Financial Reporting The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that i) recorded transactions are valid; ii) valid transactions are recorded; and iii) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. a) Use of Estimates The preparation of financial statements in conformity with US GAAP 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) Principals of consolidation and foreign currency translation The accompanying consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany transactions and balances have been eliminated on consolidation. Certain of the Company’s subsidiaries functional currency is the Canadian dollar, while the Company’s reporting currency is the U.S. dollar. All transactions initiated in Canadian dollars are translated into US dollars in accordance with ASC 830, “Foreign Currency Translation” as follows: ● Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. ● Equity at historical rates. ● Revenue and expense items and cash flows at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ deficit as a component of accumulated other comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period. The relevant translation rates are as follows: For the year ended December 31, 2018 a closing rate of CDN$1.0000 equals US$0.7330 and an average exchange rate of CDN$1.0000 equals US$0.7574. For the year ended December 31, 2017 a closing rate of CAD$1.0000 equals US$0.7971 and an average exchange rate of CAD$1.0000 equals US$0.7867. c) Revenue Recognition ASU 2014-09 requires companies to exercise more judgment and recognize revenue using a five-step process. The Company adopted ASU 2014-09 using the modified retrospective method for all contracts effective January 1, 2018 [ and is using a portfolio approach to group contracts with similar characteristics and analyze historical cash collections trends As a result of certain changes required by ASU 2014-09, the majority of the Company’s provision for doubtful accounts are recorded as a direct reduction to revenue instead of being presented as a separate line item on the consolidated statements of operations. The adoption of ASU 2014-09 has no impact on the Company’s accounts receivable as it was historically recorded net of allowance for doubtful accounts and contractual adjustments, and the Company has eliminated the presentation of allowance for doubtful accounts on the consolidated balance sheets. As our performance obligations relate to contracts with a duration of one year or less, the Company elected the optional exemption in ASC 606-10-50-14(a). Therefore, the Company is not required to disclose the transaction price for the remaining performance obligations at the end of the reporting period or when the Company expects to recognize the revenue. The Company has minimal unsatisfied performance obligations at the end of the reporting period as our patients typically are under no obligation to remain admitted in our facilities. The Company receives payments from the following sources for services rendered in our U.S. Facility: (i) commercial insurers; and (ii) individual patients and clients. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. The Company derives a significant portion of its revenue from other payors that receive discounts from established billing rates. The various managed care contracts under which these discounts must be calculated are complex, subject to interpretation and adjustment, and may include multiple reimbursement mechanisms for different types of services provided in the Company’s inpatient facilities and cost settlement provisions. Management estimates the transaction price on a payor-specific basis given its interpretation of the applicable regulations or contract terms. The services authorized and provided and related reimbursement are often subject to interpretation that could result in payments that differ from the Company’s estimates. Additionally, updated regulations and contract renegotiations occur frequently, necessitating regular review and assessment of the estimation process by management. Settlements under cost reimbursement agreements with third-party payors are estimated and recorded in the period in which the related services are rendered and are adjusted in future periods as final settlements are determined. In the opinion of management, adequate provision has been made for any adjustments and final settlements. However, there can be no assurance that any such adjustments and final settlements will not have a material effect on the Company’s financial condition or results of operations. The Company’s cost report receivables were $202,654 and $218,858 for the years ended December 31, 2018 and 2017, respectively, and were included in other current assets in the consolidated balance sheets. Management believes that these receivables are properly stated and are not likely to be settled for a significantly different amount. The net adjustments to estimated cost report settlements resulted in a decrease in revenues of $262,353 and $388,018 for the years ended December 31, 2018 and 2017, respectively. The Company has analyzed its revenue transaction pursuant to ASC 606, Revenue, and it has no material impact as a result of the transition from ASC 605 to 606. The Company’s revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company derives its revenues from the sale of its services, as defined below. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its revenue transactions: i. identify the contract with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to performance obligations in the contract; and v. recognize revenue as the performance obligation is satisfied. The Company has two operating segments from which it derives revenues which is recognized on the basis described below. 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. d) Nonmonetary transactions The Company’s policy is to measure an asset exchanged or transferred in a nonmonetary transaction at the more reliable measurement of the fair value of the asset given up and the fair value of the asset received, unless: ● The transaction lacks commercial substance; ● The transaction is a transfer between entities under common control; ● The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange; ● Neither the fair value of the asset received nor the fair value of the asset given up is reliably measurable; or ● The transaction is a nonmonetary, nonreciprocal transfer to owners that represents a spinoff or other form of restructuring or liquidation. e) 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. f) Accounts receivable Accounts receivable primarily consists of amounts due from third-party payors (non-governmental) and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimating net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies denying claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. g) Allowance for Doubtful Accounts, Contractual and Other Discounts The Company derives the majority of its revenues from commercial payors at out-of-network rates. Management estimates the allowance for contractual and other discounts based on its historical collection experience. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account is written off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. h) Financial instruments The Company initially measures its financial assets and liabilities at fair value, except for certain non-arm’s length transactions. The Company subsequently measures all its financial assets and financial liabilities at amortized cost. Financial assets measured at amortized cost include cash and accounts receivable. Financial liabilities measured at amortized cost include bank indebtedness, accounts payable and accrued liabilities, harmonized sales tax payable, withholding taxes payable, convertible notes payable, loans payable and related party notes. Financial assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write-down is recognized in net income. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously. The amount of the reversal is recognized in net income. The Company recognizes its transaction costs in net income in the period incurred. However, financial instruments that will not be subsequently measured at fair value are adjusted by the transaction costs that are directly attributable to their origination, issuance or assumption. FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: · Level 1. Observable inputs such as quoted prices in active markets; · Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and · Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. The Company measures its convertible debt and derivative liabilities associated therewith at fair value. These liabilities are revalued periodically and the resultant gain or loss is realized through the Statement of Operations. i) Plant and equipment Fixed assets are recorded at cost. Depreciation is calculated on the straight line basis over the estimated life of the asset: Leasehold improvements are depreciated using the straight-line method over the term of the lease. j) Leases Leases are classified as either capital or operating leases. Leases that transfer substantially all of the benefits and inherent risks of ownership of property to the Company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing. Equipment recorded under capital leases is amortized on the same basis as described above. Payments under operating leases are expensed as incurred. k) Income taxes The Company accounts for income taxes under the provisions of ASC Topic 740, “Income Taxes”. ASC Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties accrued on unrecognized tax benefits within general and administrative expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction in general and administrative expenses in the period that such determination is made. The tax returns for fiscal 2001, through 2017 are subject to audit or review by the US tax authorities, whereas fiscal 2010 through 2017 are subject to audit or review by the Canadian tax authority. l) Net income (loss) per Share Basic net income (loss) per share is computed on the basis of the weighted average number of common stock outstanding during the period. Diluted net income (loss) per share is computed on the basis of the weighted average number of common stock and common stock equivalents outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. Dilution is computed by applying the treasury stock method for options and warrants. Under this method, “in-the money” options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Dilution is computed by applying the if-converted method for convertible preferred stocks. Under this method, convertible preferred stock is assumed to be converted at the beginning of the period (or at the time of issuance, if later), and preferred dividends (if any) will be added back to determine income applicable to common stock. The shares issuable upon conversion will be added to weighted average number of common stock outstanding. Conversion will be assumed only if it reduces earnings per share (or increases loss per share). m) Stock based compensation Stock based compensation cost is measured at the grant date, based on the estimated fair value of the award and is recognized as expense over the employee’s requisite service period or vesting period on a straight-line basis. Share-based compensation expense recognized in the consolidated statements of operations for the year ended December 31, 2018 and 2017 is based on awards ultimately expected to vest and has been reduced for estimated forfeitures. This estimate will be revised in subsequent periods if actual forfeitures differ from those estimates. We have minimal awards with performance conditions and no awards dependent on market conditions. n) Derivatives The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. The Company uses a Black Scholes Option Pricing model to estimate the fair value of convertible debt conversion features at the end of each applicable reporting period. Changes in the fair value of these derivatives during each reporting period are included in the statements of operations. Inputs into the Black Scholes Option Pricing model require estimates, including such items as estimated volatility of the Company’s stock, risk free interest rate and the estimated life of the financial instruments being fair valued. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature. o) Recent accounting pronouncements In May 2014, FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606). In August 2015, FASB issued ASU 2015-14 delaying the effective implementation date of ASU 2014-09 to fiscal years beginning after December 15, 2017. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2018 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Company’s consolidated financial position and results of operations. The Company adopted ASC 606 and analyzed its revenue transaction pursuant to ASC 606, Revenue, and it has no material impact as a result of the transition from ASC 605 to 606. The Company’s revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company derives its revenues from the sale of its services. In February 2016, FASB issued ASU, No. 2016-02, Leases (Topic 842) (ASC 842) The amendments in this update establishes a comprehensive new lease accounting model. The new standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than twelve months. The new standard is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, including a number of optional practical expedients that entities may elect to apply. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, an update which provides another transition method, the prospective transition method, which allows entities to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company will adopt the new standard on January 1, 2019 using the prospective transition method. In preparation for adoption of the standard. The Company has identified all leases and reviewed the leases to determine the impact of ASC 842 on its consolidated financial statements. The Company has elected to apply all of the practical expedients to its leases, which include not reassessing (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases, and (4) not separating the components of leases into lease and non-lease components. Based on the Company’s assessment, the Company has concluded that the adoption of the new standard will result in the recording of a right-of-use asset and a lease liability on the consolidated balance sheet on January 1, 2019. While substantially complete, the Company is still in the process of finalizing its evaluation of the effect of ASC 842 on its financial statements and disclosures. The adoption of ASU 2016-02, as amended, is expected to result in the recognition of right of use assets and associated obligations on its consolidated balance sheets. In February 2018, the FASB issued ASU 2018-2, Income Statement- Reporting Comprehensive Income (Topic 220), Reclassification of certain tax effects from accumulated other comprehensive income. The amendments in this Update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in this Update also require certain disclosures about stranded tax effects. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company early adopted this ASU, which was applied retrospectively to the consolidated financial statements and resulted in a reduction in the tax effect of net operating losses carried forward. 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 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 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. 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 consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The impact of this ASU on the consolidated financial statements is not expected to be material. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. Removals The following disclosure requirements were removed from Topic 820: 1. The amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy 2. The policy for timing of transfers between levels 3. The valuation processes for Level 3 fair value measurements 4. For nonpublic entities, the changes in unrealized gains and losses for the period included in earnings for recurring Level 3 fair value measurements held at the end of the reporting period. Modifications The following disclosure requirements were modified in Topic 820: 1. In lieu of a rollforward for Level 3 fair value measurements, a nonpublic entity is required to disclose transfers into and out of Level 3 of the fair value hierarchy and purchases and issues of Level 3 assets and liabilities. 2. For investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only 3. The amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. Additions The following disclosure requirements were added to Topic 820: 1. The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period 2. The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. In addition, the amendments clarify that materiality is an appropriate consideration of entities and their auditors when evaluating disclosure requirements. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this

Disposal of business

Disposal of business	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Disposal of business	3. Disposal of business In the prior year, on February 14, 2017, in terms of the details outlined in note 1 above, the Company disposed of the business and certain assets of its Canadian Rehab Clinic for gross proceeds of CDN$10,000,000. A total of CDN$1,500,000 of the gross proceeds was being held in escrow. There is an earnout payment of up to CDN$3,000,000 to be received in 2019, if certain clinic performance metrics are met. The proceeds realized from the sale of the Canadian Rehab Clinic were used to settle outstanding tax liabilities, refer note 11 below, and to acquire the business of Addiction Recovery Institute of America, LLC (formerly Seastone of Delray) (“ARIA”), refer note 5 below. The proceeds realized on disposal have been allocated as follows: Year ended December 31, 2017 Proceeds on disposal $ 7,644,000 Assets sold: Accounts receivable 113,896 Plant and equipment 109,075 222,971 Liabilities assumed by purchaser Deferred revenue (73,799 ) Net assets and liabilities sold 149,172 Net profit realized on disposal $ 7,494,828

Acquisition of subsidiary

Acquisition of subsidiary	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Acquisition of subsidiary	4. Acquisition of subsidiary In the prior year, on February 14, 2017, the Company acquired 100% of the equity of CCH, from Leon Developments, a company wholly owned by our CEO. The total consideration paid by the Company was CDN$3,517,062, including the assumption of certain liabilities of CCH, which was funded by the assignment to Leon Developments of certain indebtedness owing to the Company in the amount of CDN$659, 918 (US$504,442) on the disposal of a subsidiary, 1816191 Ontario, which principal amount had previously been fully provided for during 2015; and the issuance of 60,000,000 shares of the Company’s common stock at US$0.0364 per share for proceeds of $2,184,000. The transaction was accounted for under ASC 805-50 Transactions between entities under common control, and the assets and liabilities were transferred at their carrying amounts at the date of the transaction. The allocation of the purchase price is as follows: Year ended December 31, 2017 Purchase price paid: Common shares issued to Seller $ 2,184,000 Receivable assumed by the Seller 504,442 2,688,442 Allocated as follows: Assets transferred: Property 2,942,585 Receivable from Ethema Health Corporation 299,743 3,242,328 Liabilities assumed: Accounts payable and other accruals 158,093 Related party payable to Leon Developments 2,057,392 Mortgage liability owing to Ethema Health Corporation 267,540 Mortgage liability 3,145,550 5,628,575 Net liabilities assumed (2,386,247 ) Excess purchase consideration allocated to shareholders compensation $ 5,074,689

Acquisition of ARIA (formerly k

Acquisition of ARIA (formerly known as Seastone Delray)	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Acquisition of ARIA (formerly known as Seastone Delray)	5. Acquisition of ARIA (formerly known as Seastone Delray) In the prior year, on February 14, 2017, the Company, utilized a portion of the proceeds realized on the sale of the Canadian Rehab Clinic to acquire certain assets of ARIA. The Company obtained its own license to run a rehabilitation Clinic in Florida in December 2016 and began operations, through its wholly owned subsidiary, ARIA, effective January 2017. The assets acquired were as follows: Amount Purchase price paid: Cash paid to seller $ 2,960,000 Deposits previously paid to seller 110,000 Mortgage liability funds 3,000,000 6,070,000 Assets acquired: Property 5,990,000 Furniture and fixtures 80,000 $ 6,070,000

Going concern

Going concern	12 Months Ended
	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going concern	6. Going concern The Company’s consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. As at December 31, 2018 the Company has a working capital deficiency of $(13,269,867) and accumulated deficit of $(30,529,044). Management believes that current available resources will not be sufficient to fund the Company’s planned expenditures over the next 12 months. Accordingly, the Company will be dependent upon the raising of additional capital through placement of common shares, and/or debt financing in order to implement its business plan, and generating sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If the Company obtains additional funds through arrangements with collaborators or strategic partners, the Company may be required to relinquish its rights to certain geographical areas, or techniques that it might otherwise seek to retain. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts. These factors create substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities or other adjustments that may be necessary should the Company not be able to continue as a going concern.

Discontinued operations

Discontinued operations	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Discontinued operations	7. Discontinued operations The Statement of operations for discontinued operations is as follows: Year ended December 31, 2017 Revenues $ 196,866 Operating expenses Depreciation and amortization 4,196 General and administrative 116,671 Professional fees 32,818 Rent 106,495 Salaries and wages 201,723 Total operating expenses 461,903 Operating loss (265,037 ) Other Income (expense) Other income 7,494,828 Interest expense (1,021 ) Foreign exchange movements (135,190 ) Net income before taxation 7,093,580 Taxation (271,691 ) Net income from discontinued operations $ 6,821,889

Deposit on real estate

Deposit on real estate	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Deposit on real estate	8. Deposit on real estate On November 2, 2017, the Company entered into an Agreement to purchase from AREP 5400 East Avenue LLC certain buildings in West Palm Beach, Florida, totaling approximately 80,000 square feet, on which the present tenant operates a substance abuse treatment center. The purchase price of the Property is $20,530,000. The Company made a series of nonrefundable down payments totaling $2,940,546 and $1,825,000 as of December 31, 2018 and 2017. On May 23, 2018, the Company converted the agreement to purchase AREP 5400 East Avenue LLC. (“the landlord”) into a lease agreement with a purchase option of $17,250,000, increasing August 31, 2018 by $750,000 per month until the purchase option is exercised. The premises is located at 5400, 5402 and 5410 East Avenue, West Palm Beach, Florida (the “Property”). The lease is for an initial 10 years and provides for two additional 10 year extensions. The Company was previously under agreement to purchase the property from the landlord. The property is presently used as a rehabilitation treatment center. The current tenant at the property, Alternatives in Treatment, LLC, a Florida limited liability company, consented to the Lease and concurrent with the execution of the Lease entered into a Sublease Agreement with the Company.

Due on sale of business

Due on sale of business	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Due on sale of business	9. Due on sale of business In the prior year, 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 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. As of December 31, 2018, CDN$626,751 of the escrow had been refunded to the Company and CDN$365,268 had been used to affect building improvements to the premises owned by CCH, for a total reduction of CDN$992,019. The remaining escrow balance was CDN$507,981 as of December 31, 2018.

Property plant and equipment

Property plant and equipment	12 Months Ended
	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Property, plant and equipment	10. Property, plant and equipment Property, plant and equipment consists of the following: December 31, December 31, 2017 Cost Accumulated depreciation Net book value Net book value Land $ 2,911,530 $ — $ 2,911,530 $ 2,925,305 Property 6,193,681 (443,636 ) 5,750,045 6,156,506 Leasehold improvements 251,774 — 251,744 — Furniture and fixtures 80,000 (45,000 ) 35,000 72,047 $ 9,436,985 $ (488,636 ) $ 8,948,349 $ 9,153,858 Depreciation expense for the year ended December 31, 2018 and 2017 was $273,646 and $223,423,respectively.

Taxes Payable

Taxes Payable	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Taxes Payable	11. Taxes Payable In the prior year, the Company settled the tax liabilities owing to the Canadian Revenue Authorities out of the proceeds of the disposal of the Canadian Rehab Clinic on February 14, 2017. The Company paid CDN$2,929,886 to settle outstanding payroll liabilities, CDN$441,598 to settle outstanding GST/HST liabilities and a further CDN$57,621 to settle other Canadian tax liabilities. The remaining taxes payable consist of: ● A payroll tax liability of $133,844 (CDN$182,589) in Greenestone Muskoka which has not been settled as yet. ● A GST/HST tax payable of $33,757 (CDN$46,051). ● The Company has assets and operates businesses in Canada and is required to disclose these operations to the US taxation authorities, the requisite disclosure has not been made. Management has reserved the maximum penalty due to the IRS in terms of non-disclosure. This noncompliance with US disclosure requirements is currently being addressed. An amount of $250,000 has been accrued for any potential exposure the Company may have. December 31, December 31, Payroll taxes $ 133,843 $ 155,894 HST/GST payable 33,757 — US penalties due 250,000 250,000 Income tax payable 357,792 283,346 $ 775,392 $ 689,240

Short-term Convertible Notes

Short-term Convertible Notes	12 Months Ended
	Dec. 31, 2018
Debt Disclosure [Abstract]
Short-term Convertible Notes	12. Short-term Convertible Notes The short-term convertible notes consist of the following: Interest rate Maturity date Principal Interest Debt Discount December 31, 2018 December 31, 2017 Leonite Investments LLC 8.5 % July 25, 2019 $ 2,420,000 $ 74,180 $ - $ 2,494,180 $ 138,502 Power Up Lending Group Ltd 12.0 % August 15, 2018 - - - - 21,951 12.0 % December 30, 2018 - - - - - 9.0 % May 15,2019 153,000 5,772 (64,177 ) 94,595 - 9.0 % September 10, 2019 133,000 3,673 (92,189 ) 44,484 - Series N convertible notes 6.0 % May 17, 2019 to December 4, 2019 2,505,000 54,330 (789,116 ) 1,770,214 - 4,403,473 160,453 Leonite Capital, LLC On December 1, 2017, the Company closed on a private offering to raise US $1,500,000 in capital. The Company issued one senior secured convertible promissory note with a principal amount of $1,650,000 to Leonite Capital, LLC (“Leonite”). The note is convertible into shares of common stock at a conversion price of $0.06 per share, subject to anti-dilution and price protection. The Note bears interest at the rate of 8.5% per annum. The Note’s amended maturity date was December 1, 2018. During the term of the Note the Company and the Subsidiaries will be obligated to make monthly payment of accrued and unpaid interest. The Note contains Company and Subsidiary representations and warranties, covenants, events of default, and registration rights. The Company paid a commitment fee of $132,000 settled through the issue of 1,650,000 shares of common stock and paid $20,000 towards the lenders legal fees. In conjunction with this note, the Company issued a five year warrant to purchase 27,500,000 shares of common stock at an exercise price or $0.10 per share, subject to anti-dilution and price protection. 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. 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. The note had a maturity date of March 19, 2018. The outstanding principal amount of the note was 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 anti-dilution and price protection. The Company paid a commitment fee of $19,800 settled through the issue of 330,000 shares of common stock. This note was repaid on the maturity date for gross proceeds of $330,000. 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. The note had a maturity date of December 1, 2018 and bears interest at a rate of 8.5% per annum. 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 anti-dilution and price protection. The Company paid a commitment fee of $11,550 settled through the issue of 165,000 shares of common stock. In conjunction with this note the Company issued a five year warrant to purchase 5,500,000 shares of common stock at an exercise price of $0.10 per share, subject to anti-dilution and price protection. 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. The note had a maturity date of December 1, 2018 and bears interest at 8.5% per annum. 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 paid a commitment fee of $42,350 settled through the issue of 10,083,333 shares of common stock. In conjunction with this note the Company issued a five year warrant to purchase 10,083,333 shares of common stock at an exercise price of $0.10 per share, subject to anti-dilution and price protection. On November 5, 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 $111,111, including an Original Issue Discount of $11,111, for net proceeds of $100,000. The note had a maturity date of November 30, 2018 and bore interest at 1.0% per annum. The outstanding principal amount of the note was 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 paid a commitment fee of $8,889 settled through the issue of 111,111 shares of common stock. In conjunction with this note the Company issued a five year warrant to purchase 1,400,000 shares of common stock at an exercise price of $0.10 per share, subject to anti-dilution and price protection. This note was repaid on the maturity date for gross proceeds of $111,184. Effective March 19, 2019, the Company entered into a note extension agreement with Leonite, whereby the convertible notes outstanding to Leonite, amounting to $2,420,000, for consideration of $75,000 added to the principal outstanding on the note on January 1, 2019, a further $75,000 added to the principal outstanding on the note on February 1, 2019 and a further $100,000 added to the principal of the note on March 15, 2019, the maturity date of the convertible notes above were extended to July 25, 2019. Power Up Lending Group LTD On June 19, 2017, the Company, entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Power Up”), pursuant to which the Company issued to the Purchaser a Convertible Promissory Note in the aggregate principal amount of $113,500. The Note has a maturity date of March 20, 2018 and bears interest at the at the rate of eight percent per annum from the date on which the Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Purchaser during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to 61% of the average lowest closing bid prices of the Company’s common stock for the ten trading days prior to conversion. The note, together with interest thereon of $6,567 and early settlement penalty of $36,020 was repaid on December 14, 2017. On November 6, 2017, the Company, entered into a Securities Purchase Agreement with Power Up, pursuant to which the Company issued to the Purchaser a Convertible Promissory Note in the aggregate principal amount of $103,000. The Note had a maturity date of August 15, 2018 and bore interest at the at the rate of twelve percent per annum from the date on which the Note was issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company had the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note was convertible at any time and from time to time at the election of the Purchaser during the period beginning on the date that was 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 May 5, 2018, the aggregate principal outstanding of $103,000 together with interest and penalty interest thereon, was settled for gross proceeds of $141,824. On March 9, 2018, the Company, entered into a Securities Purchase Agreement with Power Up, pursuant to which the Company issued to the Purchaser a Convertible Promissory Note in the aggregate principal amount of $153,000. The Note had a maturity date of December 30, 2018 and bore interest at the rate of twelve percent per annum from the date on which the Note was issued until the same became due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company had the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note was convertible at any time and from time to time at the election of the Purchaser during the period beginning on the date that was 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. During September 2018, the Company prepaid the aggregate principal outstanding of $153,000 together with interest thereon and penalty interest, was settled for gross proceeds of $210,800. On July 31, 2018, the Company, entered into a Securities Purchase Agreement with Power Up, 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 May 15, 2019 and bears interest at the rate of nine percent per annum from the date on which the Note was 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 lowest closing bid price of the Company’s common stock for the ten trading days prior to conversion. On September 10, 2018, the Company, entered into a Securities Purchase Agreement with Power Up, pursuant to which the Company issued to the Purchaser a Convertible Promissory Note in the aggregate principal amount of $133,000. The Note has a maturity date of September 10, 2019 and bears interest at the rate of nine percent per annum from the date on which the Note was 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 lowest closing bid price of the Company’s common stock for the ten trading days prior to conversion. Series N convertible notes During the period from May 17, 2018 to December 4, 2018, The Company closed several tranches of a private offering in which it raised $2,505,000 in principal from 12 accredited investors through the issuance to the investors of the Company’s Series N convertible notes, in the total original principal amount of $2,505,000, which Notes are convertible into the Company’s common stock at a conversion price of $0.08 per share together with three year warrants to purchase up to a total of 31,312,500 shares of the Company’s common stock at an exercise price of $0.12 per share. Both the conversion price under the Notes and the exercise price under the warrants are subject to standard price and anti-dilution adjustment mechanisms. The notes mature between May 16, 2019 to December 3, 2019.

Loans payable

Loans payable	12 Months Ended
	Dec. 31, 2018
Payables and Accruals [Abstract]
Loans payable	13. Loans payable Loans payable is disclosed as follows: Interest rate Maturity date Principal Outstanding Accrued interest December 31, 2018 December 31, 2017 Cranberry Cove Holdings, Ltd. Pace Mortgage 4.2 % July 19, 2022 $ 3,905,901 $ 18,935 $ 3,924,836 4,349,374 Addiction Recovery Institute of America, LLC Mortgage 5.0 % February 13, 2020 2,942,526 12,260 2,954,786 2,989,920 $ 6,848,427 $ 31,195 $ 6,879,622 $ 7,336,294 Disclosed as follows: Short-term portion $ 172,276 $ 152,402 Long-term portion 6,707,346 7,183,892 $ 6,879,622 $ 7,336,294 The aggregate amount outstanding is payable as follows: Amount 2019 172,276 2020 3,012,454 2021 107,961 2022 3,586,931 Total $ 6,879,622 Cranberry Cove Holdings, Ltd. First Mortgage The first mortgage with an aggregate principal amount outstanding of CDN$3,500,000, including late charges, interest and penalties of CDN$165,057 for a gross aggregate amount outstanding of CDN$3,663,380, over the CCH properties is secured by the property located at 3571 Muskoka Road, #169, Bala, described as PT LT 15 CON F Medora PT1 35R5958, PT 2 &3 35R11290, Muskoka Lakes. The mortgage bears interest at the rate of 8% per annum on the aggregate principal outstanding of $3,500,000 and matures on August 14, 2017, with monthly interest payments of $23,118 (CDN 30,000). During March 2017, the Company made a principal payment of CDN$100,000 on the first mortgage. This mortgage was repaid in full on July 21, 2017 out of the proceeds derived from a new mortgage agreement entered into on July 19, 2017, see below. Second Mortgage The second mortgage had an initial principal amount outstanding of CDN$350,000, on May 23, 2017, the Company sold CDN$175,000 of the mortgage it owned to the second mortgage holder for gross proceeds of CDN$150,000, the balance outstanding on the second mortgage is now CDN$525,000, the mortgage is secured by the CCH properties located at 3571 Muskoka Road, #169, Bala, described as PT LT 15 CON F Medora PT1 35R5958, PT 2 &3 35R11290, Muskoka Lakes. The mortgage bears interest at the rate of 12% per annum on the aggregate principal outstanding of CDN$525,000, and matures on November 4, 2018, with monthly interest payments of CDN$3,500. This mortgage was repaid in full on July 21, 2017 out of the proceeds derived from a new mortgage agreement entered into on July 19, 2017, see below. 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. ARIA On February 13, 2017, the Company, through its subsidiary, ARIA, entered into a Mortgage and Security Agreement to purchase the properties located at 801 and 810 Andrews Avenue, Delray Beach, Florida, for an aggregate principal sum of $3,000,000, bearing interest at the rate of 5% per annum, maturing on February 13, 2020, with monthly installments of $15,000.

Derivative liability

Derivative liability	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Derivative liability	14. Derivative liability The short-term convertible notes, together with certain warrants issued to Leonite and the short term convertible notes issued to Power Up disclosed in note 12 above and note 16 below, have variable priced conversion rights with no fixed floor price and will reprice dependent on the share price performance over varying periods of time. This gives rise to a derivative financial liability, which was initially valued at inception of the convertible notes at $1,335,709 using a Black-Scholes valuation model. The following assumptions were used in the Black-Scholes valuation model: Year ended Calculated stock price $0.024 to $0.10 Risk free interest rate 1.60% to 3.05% Expected life of convertible notes and warrants 1 month to 5 years expected volatility of underlying stock 105.24% to 219.40% Expected dividend rate 0 % The movement in derivative liability is as follows: December 31, December 31, Opening balance $ 2,859,832 $ — Derivative liability on convertible notes and variable priced warrants 1,335,709 1,826,500 Fair value adjustments to derivative liability 422,539 1,033,332 Closing balance $ 4,618,080 $ 2,859,832

Related party transactions

Related party transactions	12 Months Ended
	Dec. 31, 2018
Related Party Transactions [Abstract]
Related party transactions	15. Related party transactions Shawn E. Leon As of December 31, 2018 and 2017 the Company had a receivable of $32,650 and $16,080 from Shawn E. Leon, respectively. Mr. Leon is a director and CEO of the Company. The balances receivable is non-interest bearing and has no fixed repayment terms. Mr. Leon was paid management fees of $182,430 and $289,125 for the years ended December 31, 2018 and 2017, respectively. In the prior year, the Company recorded compensation expense in other expenses of $5,074,689 relating to the excess of the fair value of the assets acquired in CCH. Mr. Leon is the owner of Leon Developments, the counterparty in the acquisition of the CCH subsidiary referred to in note 4 above. Leon Developments, Ltd. As of December 31, 2018 and 2017, the Company owed Leon Developments, Ltd. $1,581,499 and $1,703,796, respectively. In the prior year, on February 14, 2017, the Company acquired CCH from Leon Developments, Ltd., refer note 4 above. CCH owns the facility utilized by the Canadian Rehab Clinic which was sold to a third party on February 14, 2017. The balance owing to Leon Developments, Ltd. Is non-interest bearing and has no fixed terms of repayment. Eileen Greene As of December 31, 2018 and 2017, the Company owed Eileen Greene, the spouse of our CEO, Shawn Leon, $1,034,114 and $877,182, respectively. During the year ended December 31, 2018, Ms. Greene advanced the company a net $156,932 to fund working capital requirements. The amount owing to Ms. Greene is non-interest bearing and has no fixed repayment terms. On December 30, 2016 we entered into a Securities Purchase agreement with Ms. Greene, whereby $163,011 (CDN $220,000) was advanced to the Company in the form of a Series L convertible promissory note, bearing interest at 0% per annum and convertible into shares of common stock at a conversion price of $0.03 per share. On January 17,2017, Ms. Greene advanced the company a further $40,000 in the form of a Series L convertible promissory note, bearing interest at 0% per annum and convertible into shares of common stock at a conversion price of $0.03 per share. During July 2017, Ms. Greene converted the Series L convertible promissory notes into 6,767,042 shares of common stock. In connection with the issue pf promissory notes, Ms. Greene was also granted three year warrants exercisable over 6,767,042 shares of common stock at an exercise price of $0.03 per share. The warrants expire between December 30, 2019 and January 17, 2020. 1816191 Ontario As of December 31, 2018 and 2017, the Company owed $0 and $15,921 to 1816191 Ontario, the Endoscopy Clinic, respectively. The payable is non-interest bearing, and has no specific repayment terms. All related party transactions occur in the normal course of operations and in terms of agreements entered into between the parties.

Stockholder's deficit

Stockholder's deficit	12 Months Ended
	Dec. 31, 2018
Equity [Abstract]
Stockholder's deficit	16. Stockholder’s deficit a) Common shares Authorized, issued and outstanding The Company has authorized 500,000,000 shares with a par value of $0.01 per share. The company has issued and outstanding 124,300,341 and 123,239,230 as of December 31, 2018 and 2017, respectively. On January 1, 2018, the Company recorded the issuance of a further 80,000 shares of common stock to Leonite in connection with a senior secured convertible promissory note issued in March 2018. The shares were valued at $4,800 on the issue date and recorded as a debt discount. On March 29, 2018, the Company issued 165,000 shares of common stock to Leonite in connection with the closing of a financing of a Senior Secured Convertible Note. The shares were valued at $11,550 on the issue date and recorded as a debt discount. On April 17, 2018, the Company issued 605,000 shares of common stock to Leonite in connection with the closing of a financing of a Senior Secured Convertible Note. The shares were valued at $39,450 on the issue date and recorded as a debt discount. On November 6, 2018, the Company issued 111,111 shares of common stock to Leonite in connection with the closing of a financing of a Senior Secured Convertible Note. The shares were valued at $8,889 on the issue date and recorded as a debt discount. On December 13, 2018, the Company entered into a Separation Agreement and Mutual General Release with a previous employee. In terms of the agreement, the Company issued the employee 100,000 shares of common stock valued at $8,000 on the issue date. On February 14, 2017, the Company issued 60,000,000 common shares valued at $2,184,000 to Leon Development Ltd, a Company controlled by our CEO, Shawn Leon, in connection with the purchase of the entire shareholding of CCH, the owner of the premises located in Bala, Ontario at 3571 Highway 169. On May 30, 2017, the Company issued 100,000 common shares to a vendor in lieu of services rendered at a market value of $4,000 or US$0.04 per share. During July 2017, five Series L Convertible note holders exercised their conversion rights and converted an aggregate principal amount of $375,011 into 12,500,375 shares of common stock at a conversion price or $0.03 per share. On December 1, 2017, the Company issued 1,650,000 shares of common stock in connection with the closing of a financing of a Senior Secured Convertible Note. The shares were valued at $132,000, or $0.08 per share on December 1, 2017. On December 29, 2017, the Company issued an additional 250,000 shares of common stock upon the amendment of the Senior Secured Convertible note, disclosed in 4 above. The shares were valued at $15,000 or $0.06 per share on December 29, 2017. b) Preferred shares Authorized, issued and outstanding The Company has authorized 13,000,000 preferred shares with a par value of $0.01 per share, designated as 3,000,000 series A convertible preferred shares and 10,000,000 series B convertible preferred shares. The Company has no preferred shares issued and outstanding. c) Warrants In terms of the convertible note agreements entered into with Leonite disclosed in note 12 above, the Company granted warrants exercisable over a total of 16,983,333 shares of common stock at an exercise price of $0.10 per share, which was recorded as a debt discount. In terms of the Series N Convertible debt issued to various accredited investors, disclosed in note 12 above, the Company granted warrants exercisable over a total of 31,312,500 shares of common stock at an exercise price of $0.12 per share, which was recorded as a debt discount. The warrants were valued using a Black Scholes pricing model on the date of grant at $2,974,675 using the following weighted average assumptions: Year ended Calculated stock price $0.02 to $0.08 Risk free interest rate 2.6% to 2.9% Expected life of warrants (years) 3 to 5 years expected volatility of underlying stock 195% to 204% Expected dividend rate 0 % The volatility of the common stock is estimated using historical data of the Company’s common stock. The risk-free interest rate used in the Black Scholes pricing model is determined by reference to historical U.S. Treasury constant maturity rates with maturities approximate to the life of the warrants granted. An expected dividend yield of zero is used in the valuation model, because the Company does not expect to pay any cash dividends in the foreseeable future. As of December 31, 2018, the Company does not anticipate any awards will be forfeited in the valuation of the warrants. A summary of all of the Company’s warrant activity during the period January 1, 2017 to December 31, 2018 is 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 $ 0.030 Granted 29,866,666 $0.03 to $0.10 0.095 Forfeited/cancelled — — — Exercised — — — Outstanding December 31, 2017 49,504,075 $0.0033 to $0.10 $ 0.069 Granted 48,295,833 $0.10 to $0.12 0.113 Forfeited/cancelled (300,000 ) $0.0033 0.003 Exercised — — — Outstanding December 31, 2018 97,499,908 $0.03 to $0.12 $ 0.091 The following table summarizes information about warrants outstanding at December 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 $0.03 21,704,075 1.20 21,704,075 $0.10 44,483,333 4.10 44,483,333 $0.12 31,312,500 2.60 31,312,500 97,499,908 2.97 $ 0.091 97,499,908 $ 0.091 All of the warrants outstanding as of December 31, 2018 are vested. The warrants outstanding as of December 31, 2018 have an intrinsic value of $1,085,204. d) Stock options Our board of directors adopted the Greenestone Healthcare Corporation 2013 Stock Option Plan (the “Plan”) to promote our long-term growth and profitability by (i) providing our key directors, officers and employees with incentives to improve stockholder value and contribute to our growth and financial success and (ii) enable us to attract, retain and reward the best available persons for positions of substantial responsibility. A total of 10,000,000 shares of our common stock have been reserved for issuance upon exercise of options granted pursuant to the Plan. The Plan allows us to grant options to our employees, officers and directors and those of our subsidiaries; provided that only our employees and those of our subsidiaries may receive incentive stock options under the Plan. We No options were issued, exercised or cancelled during the year ended December 31, 2018 and 2017, respectively. The following table summarizes information about options outstanding as of December 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 0.83 480,000 480,000 0.83 $ 0.12 480,000 $ 0.12 The Company issued Stock options to a former officer vesting over a 24-month period commencing on November 1, 2014 expiring on October 31, 2019, a formal option agreement has not been issued as yet, as such the terms of these options are uncertain. As of December 31, 2018 there was no unrecognized compensation costs related to these options and the intrinsic value of the options as of December 31, 2018 is $0.

Segmental information

Segmental information	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Segmental information	17. Segmental information The Company has two reportable operating segments: a. Rental income from the property owned by CCH subsidiary located at 3571 Muskoka Road, #169, Bala, on which the operations of the Canadian Rehab Clinic were located prior to disposal on February 14, 2017 and subsequently leased to the purchasers of the business of the Canadian Rehab Clinic, for a period of 5 years renewable for a further three five-year periods and with an option to acquire the property at a fixed price. b. Rehabilitation Services provided to customers, these services were provided to customers at our Addiction Recovery Institute of America and Seastone of Delray operations. The Rehabilitation services provided by our Canadian Rehab Center for the years ended December 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: Year ended December 31, 2018 Rental Operations In-Patient services Total Revenue $ 331,001 $ 101,514 $ 432,515 Operating expenditure 157,841 3,158,991 3,316,832 Operating income (loss) 173,160 (3,057,477 ) (2,884,317 ) Other (expense) income Other income — 6,009 6,009 Other expense — (8,000 ) (8,000 ) Interest income — 5,334 5,334 Interest expense (178,220 ) (518,724 ) (696,944 ) Amortization of debt discount — (4,504,007 ) (4,504,007 ) Loss on change in fair value of derivative liability — (422,539 ) (422,539 ) Foreign exchange movements 78,177 349,876 428,053 Net income (loss) before taxation from continuing operations 73,117 (8,149,528 ) (8,076,411 ) Taxation — — — Net income (loss) from continuing operations $ 73,117 $ (8,149,528 ) $ (8,076,411 ) The operating assets and liabilities of the reportable segments are as follows: December 31, 2018 Rental Operations In-Patient services Total Purchase of fixed assets 46,667 273,450 320,117 Assets Current assets 1,460 406,388 407,848 Non-current assets 2,855,981 9,405,280 12,261,261 Liabilities Current liabilities (2,028,940 ) (11,648,776 ) (13,677,716 ) Non-current liabilities (3,924,836 ) (2,782,510 ) (6,707,346 ) Intercompany balances 788,944 (788,944 ) — Net liability position (2,307,391 ) (5,408,562 ) (7,715,953 ) The segment operating results of the reportable segments are disclosed as follows: Year ended December 31, 2017 Rental Operations In-Patient services Total Revenue $ 291,583 $ 637,833 $ 929,416 Operating expenditure 195,529 2,187,044 2,382,573 Operating income (loss) 96,054 (1,549,211 ) (1,453,157 ) Other (expense) income Other income — 475,487 475,487 Other expense — (5,093,9541 ) (5,093,954 ) Interest income — 32,074 32,074 Interest expense (179,037 ) (188,510 ) (367,547 ) Amortization of debt discount — (668,916 ) (668,916 ) Loss on change in fair value of derivative liability — (1,033,332 ) (1,033,332 ) Foreign exchange movements (12,003 ) (69,028 ) (81,031 ) Net loss before taxation from continuing operations (94,986 ) (8,095,390 ) (8,190,376 ) Taxation — — — Net loss from continuing operations $ (94,986 ) $ (8,095,390 ) $ (8,190,376 ) The operating assets and liabilities of the reportable segments are as follows: December 31, 2017 Rental Operations In-Patient services Total Purchase of fixed assets 219,751 21,763 241,514 Assets Current assets 201 334,418 334,619 Non-current assets 3,182,638 8,751,171 11,933,809 Liabilities Current liabilities (2,209,462 ) (4,650,716 ) (6,860,178 ) Non-current liabilities (4,349,208 ) (2,834,684 ) (7,183,892 ) Intercompany balances (791,263 ) 791,263 — Net (liability) asset position (4,167,094 ) 2,391,452 (1,775,642 )

Net (loss) income per common sh

Net (loss) income per common share	12 Months Ended
	Dec. 31, 2018
Earnings Per Share [Abstract]
Net (loss) income per common share	18. Net (loss) income per common share For the year ended December 31, 2018, the following options and warrants were excluded from the computation of diluted net loss per share as the results would have been anti-dilutive. Year ended Stock options $ 480,000 Warrants to purchase shares of common stock 97,499,908 Convertible notes 69.816.517 $ 167,796,425 For the year ended December 31, 2017 the computation of basic and diluted earnings per share is as follows: Amount Number of shares Per share amount Basic loss per share Net loss per share from continuing operations $ (8,190,376 ) 107,352,184 $ (0.08 ) Net income per share from discontinued operations 6,821,889 107,352,184 0.06 Basic loss per share (1,368,487 ) 107,352,184 (0.02 ) Effect of dilutive securities Warrants — 11,135,388 Convertible debt — 30,314,208 Diluted loss per share Net loss per share from continuing operations (8,190,376 ) 148,801,780 (0.06 ) Net income per share from discontinued operations 6,821,889 148,801,780 0.05 Diluted loss per share $ (1,368,487 ) 148,801,780 $ (0.01 )

Commitments and contingencies

Commitments and contingencies	12 Months Ended
	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	19. Commitments and contingencies a. Contingency related to outstanding penalties The Company has provided for potential US penalties of $250,000 due to non-compliance with the filing of certain required returns. The actual liability may be higher due to interest and penalties assessed by these taxing authorities. b. Operating leases The Company has entered into operating leases for certain office equipment. On May 23, 2018, the Company entered into a Lease Agreement pursuant to which it leased from the AREP 5400 East Avenue LLP (the “Landlord”), the premises located at 5400, 5402, and 5410 East Avenue, West Palm Beach, Florida (the “Property”). The Lease has an initial term of 10 years and provides for 2 additional 10 year extensions. The Company has the option to purchase the property initially for $17,250,000, which amount has increased to $23,250,000 as of March 31, 2019, plus any landlord funded improvements. The option to purchase increases by $750,000 per calendar month, the next increase of $750,000 will occur on April 30, 2019. The initial base rental is $146,337 per month, plus any taxes imposed on the premises or the base rental. The future commitment of these operating leases are as follows: Amount Within one year $ 1,802,872 One to two years 1882,422 Two to three years 1,962,242 Three to four years 2,042,062 Four to five years 2,121,882 Five years and thereafter 8,001,955 Total $ 17,813,435 c. Mortgage loans The company has two mortgage loans as disclosed in note 13 above. The future commitments under these loans are as follows: Amount Within one year 172,276 One to two years 3,012,454 Two to three years 107,961 Three to four years 3,586,931 Total $ 6,879,622 c. Other The Company has principal and interest payment commitments under the Convertible notes disclosed under Note 12 above. Conversion of these notes are at the option of the investor, if not converted these notes may need to be repaid. From time to time, the Company and its subsidiaries enter into legal disputes in the ordinary course of business. The Company believes there are no material legal or administrative matters pending that are likely to have, individually or in the aggregate, a material adverse effect on its business or results of operations.

Income taxes

Income taxes	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Income taxes	20. Income taxes The Company is current in its US tax filings, except for its 2017 filing, as of December 31, 2018 and is not current in its Canadian tax filings with the 2016 and 2017 returns still outstanding. The income tax provision/ (benefit) is different from that which would be obtained by applying the statutory Federal income tax rate of 21% and applicable state tax rates of 5% to income before income tax expense. The items causing this difference for the years ended December 31, 2018 and 2017 are as follows: Year ended December 31, 2018 Year ended December 31, 2017 Tax credit at the federal and state statutory rate (2,219,152 ) (1,288,471 ) Foreign taxation 121,579 (1,325,577 ) Permanent differences 1,280,902 1,606,144 Foreign net operating losses utilized (19,347 ) — Foreign tax rate differential — (203,943 ) Valuation allowance 938,250 1,211,846 102,232 — Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax assets and liabilities at December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Net operating losses Net operating loss carry forward 20,556,758 20,303,013 Net Operating Loss utilized - Discontinued operations — (2,775,870 ) Net operating loss utilized – continuing operations (73,007 ) — Foreign exchange differential (68,925 ) — Net taxable loss 3,608,654 3,029,615 Valuation allowance (24,023,480 ) (20,556,758 ) — — The company has established a valuation allowance against its gross deferred tax assets sufficient to bring its net deferred tax assets to zero due to the uncertainty surrounding the realization of such assets. Management has determined it is more likely than not that the net deferred tax assets are not realizable due to the Company’s historical loss position. The valuation allowance for the year ended December 31, 2018 increased by $3,466,722 due to the additional operating losses incurred for the year ended December 31, 2018 and adjustments made to prior year opening balances. As of December 31, 2018, the prior three years remain open for examination by the federal or state regulatory agencies for purposes of an audit for tax purposes. Pursuant to the Internal Revenue Code of 1986, as amended (“IRC”), §382, the Company’s ability to use its net operating loss carry forwards to offset future taxable income is limited if the Company experiences a cumulative change in ownership of more than 50% within a three-year period. As of December 31, 2018, the Company is in arrears on certain US and Canadian tax filings and the amounts presented above are based on estimates. The actual losses available could differ from these estimates. In addition, the Company could be subject to penalties for these unfiled tax returns. As of December 31, 2018, the Company has accrued and expensed $250,000 (2017: $250,000) in penalties and interest attributable to delinquent tax returns. Management believes the Company has adequately provided for any ultimate amounts that are likely to result from audits of these returns once filed; however, final assessments, if any, could be significantly different than the amounts recorded in the financial statements. The Company operates in foreign jurisdictions and is subject to audit by taxing authorities. These audits may result in the assessment of amounts different than the amounts recorded in the consolidated financial statements. The Company liaises with the relevant authorities in these jurisdictions in regard to its income tax and other returns. Management believes the Company has adequately provided for any taxes, penalties and interest that may fall due. The Tax Cuts and Jobs Act (the “Act”) was signed into law on December 22, 2017 and significantly changes tax law in the United States by, among other items, reducing the federal corporate income tax rate from a maximum of 35% to 21% (effective January 1, 2018). The Act embraces a territorial system for the taxation of future foreign earnings and modifies certain business deductions by, among other changes, repealing the domestic production activities deduction, further limiting the deductibility of certain executive compensation and increasing the limitation on the deductibility of certain meals and entertainment expenses. On the other hand, the Act permits 100% bonus depreciation on assets placed in service through 2022 (with a phase-out period through 2026). The full effects of these changes will be reflected for the first time in the determination of income tax expense for the year ending December 31, 2018. The Company determined that it had no liability as of December 31, 2018 for the one-time transition tax on deemed repatriated earnings of foreign subsidiaries imposed by the Act. The Company will evaluate the impact of the Global Intangible Low-Taxed Income (“GILTI”) provision of the Act, beginning with the year ending December 31, 2018, the year for which it will first apply. The FASB has issued guidance stating that a company may elect to treat the additional taxes due in the United States as a result of GILTI inclusions as current period expenses when incurred or to include such amounts in the company’s determination of deferred taxes. The Company does not have any GILTI tax liability as of December 31, 2018, therefore no election is applicable.

Subsequent events

Subsequent events	12 Months Ended
	Dec. 31, 2018
Subsequent Events [Abstract]
Subsequent events	21. Subsequent events On January 9, 2019, the Company, entered into a Securities Purchase Agreement with Power Up, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $53,000 for net proceeds of $50,000 after expenses. The Note has a maturity date of October 30, 2019 and bears interest at the rate of nine percent per annum from the date on which the Note was 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 Power Up 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 lowest closing bid price of the Company’s common stock for the ten trading days prior to conversion. On January 17, 2019, the Company, entered into a Securities Purchase Agreement with Leonite pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $71,111 for net proceeds of $64,000 after an original issue discount (“OID”) of $7,111. The Note has a maturity date of January 31, 2019 and bears interest at the rate of one percent per annum from the date on which the Note was issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of Leonite 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 the lower of $0.06 or 80% of the price per share of any subsequent financings. In conjunction with the note the Company issued a five year warrant exercisable for 1,185,183 shares of common stock at an exercise price of $0.09 per share and paid a commitment fee of $7,111, settled by issuing 71,111 shares of common stock. This convertible note was repaid on January 31, 2019. On January 28, 2019, the Company, entered into a Securities Purchase Agreement with Power Up, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $138,000 for net proceeds of $135,000 after expenses. The Note has a maturity date of November 15, 2019 and bears interest at the rate of nine percent per annum from the date on which the Note was 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 Power Up 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 lowest closing bid price of the Company’s common stock for the ten trading days prior to conversion. On January 28, 2019, the Company repaid the Power Up, convertible note entered into on July 31, 2018, of $153,000 together with interest and early settlement penalty thereon for gross proceeds of $207,679. Between January 28, 2019 and March 13, 2019, the Company closed several tranches of Series N Convertible notes in which it raised $844,252 in principal from 3 accredited investors through the issuance to the investors of the Company’s Series N convertible notes, in the total original principal amount of $844,252, which Notes are convertible into the Company’s common stock at a conversion price of $0.08 per share together with three year warrants to purchase up to a total of 10,553,150 shares of the Company’s common stock at an exercise price of $0.12 per share. Both the conversion price under the Notes and the exercise price under the warrants are subject to standard adjustment mechanisms. The notes mature one year from the date of issuance. On February 14, 2019, the Company entered into a Settlement Agreement and Release with Gulfstream Roofing, Inc., for improvements made to the leasehold real property located at 5400 East Avenue, West Palm Beach, Florida. The settlement amount was $251,774 was divided into two equal installments of $125,887, which were paid on February 21, 2019 and March 5, 2019. All claims that the parties have or may have against each other were released in terms of the agreement. On February 25, 2019, the Company entered into a Letter of Intent whereby it would purchase a 33.33% interest in Local Link Wellness, LLC (“LLW”) for gross proceeds of $400,000. LLW proposes to provide a comprehensive addiction treatment program to large employee groups. The company has advanced LLW a total of $110,000 as of April 12, 2019. These funds were advanced as short-term promissory notes that will be immediately due and payable if the parties fail to reach a binding agreement by April 30, 2019. Upon the closing of a binding agreement, the short-term promissory notes will be converted to equity. On March 5, 2019, the Company, entered into a Securities Purchase Agreement pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $200,000, for net proceeds of $192,000 after the payment of legal fees and origination fees amounting to $8,000. The note has a maturity date of December 9, 2019. The outstanding principal amount of the note is convertible at any time and from time to time at the election of the purchaser 180 days after the issued date into shares of the Company’s common stock at the lower of $0.08 per share or 65% of the lowest trade price during the ten consecutive trading days immediately prior to conversion. The note has certain buyback terms if the Company consummates a registered or unregistered primary offering of securities for capital raising purposes, or an option to convert at a 20% discount to the offering price to investors. On March 6, 2019, the Company, entered into a Securities Purchase Agreement with Power Up, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $128,000. The Note has a maturity date of January 30, 2020 and bears interest at the rate of nine percent per annum from the date on which the Note was 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 Power Up 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 lowest closing bid price of the Company’s common stock for the ten trading days prior to conversion. On March 11, 2019, the Company repaid the Power Up convertible note entered into on September 10, 2018, of $133,000 together with interest and early settlement penalty thereon for gross proceeds of $180,062. On April 2, 2019, the Company entered into a Commercial Contract whereby the real property at 801 Andrews Avenue, Delray Beach, Florida, consisting of land and condominiums thereon, was sold to JAGGM, LLC for $3,500,000. This transaction is expected to close on April 26, 2019.

Summary of significant accoun_2

Summary of significant accounting policies (Policies)	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Financial Reporting	Financial Reporting The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that i) recorded transactions are valid; ii) valid transactions are recorded; and iii) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
Use of Estimates	a) Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Principals of consolidation and foreign currency translation	b) Principals of consolidation and foreign currency translation The accompanying consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany transactions and balances have been eliminated on consolidation. Certain of the Company’s subsidiaries functional currency is the Canadian dollar, while the Company’s reporting currency is the U.S. dollar. All transactions initiated in Canadian dollars are translated into US dollars in accordance with ASC 830, “Foreign Currency Translation” as follows: ● Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. ● Equity at historical rates. ● Revenue and expense items and cash flows at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ deficit as a component of accumulated other comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period. The relevant translation rates are as follows: For the year ended December 31, 2018 a closing rate of CDN$1.0000 equals US$0.7330 and an average exchange rate of CDN$1.0000 equals US$0.7574. For the year ended December 31, 2017 a closing rate of CAD$1.0000 equals US$0.7971 and an average exchange rate of CAD$1.0000 equals US$0.7867.
Revenue Recognition	c) Revenue Recognition ASU 2014-09 requires companies to exercise more judgment and recognize revenue using a five-step process. The Company adopted ASU 2014-09 using the modified retrospective method for all contracts effective January 1, 2018 [ and is using a portfolio approach to group contracts with similar characteristics and analyze historical cash collections trends As a result of certain changes required by ASU 2014-09, the majority of the Company’s provision for doubtful accounts are recorded as a direct reduction to revenue instead of being presented as a separate line item on the consolidated statements of operations. The adoption of ASU 2014-09 has no impact on the Company’s accounts receivable as it was historically recorded net of allowance for doubtful accounts and contractual adjustments, and the Company has eliminated the presentation of allowance for doubtful accounts on the consolidated balance sheets. As our performance obligations relate to contracts with a duration of one year or less, the Company elected the optional exemption in ASC 606-10-50-14(a). Therefore, the Company is not required to disclose the transaction price for the remaining performance obligations at the end of the reporting period or when the Company expects to recognize the revenue. The Company has minimal unsatisfied performance obligations at the end of the reporting period as our patients typically are under no obligation to remain admitted in our facilities. The Company receives payments from the following sources for services rendered in our U.S. Facility: (i) commercial insurers; and (ii) individual patients and clients. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. The Company derives a significant portion of its revenue from other payors that receive discounts from established billing rates. The various managed care contracts under which these discounts must be calculated are complex, subject to interpretation and adjustment, and may include multiple reimbursement mechanisms for different types of services provided in the Company’s inpatient facilities and cost settlement provisions. Management estimates the transaction price on a payor-specific basis given its interpretation of the applicable regulations or contract terms. The services authorized and provided and related reimbursement are often subject to interpretation that could result in payments that differ from the Company’s estimates. Additionally, updated regulations and contract renegotiations occur frequently, necessitating regular review and assessment of the estimation process by management. Settlements under cost reimbursement agreements with third-party payors are estimated and recorded in the period in which the related services are rendered and are adjusted in future periods as final settlements are determined. In the opinion of management, adequate provision has been made for any adjustments and final settlements. However, there can be no assurance that any such adjustments and final settlements will not have a material effect on the Company’s financial condition or results of operations. The Company’s cost report receivables were $202,654 and $218,858 for the years ended December 31, 2018 and 2017, respectively, and were included in other current assets in the consolidated balance sheets. Management believes that these receivables are properly stated and are not likely to be settled for a significantly different amount. The net adjustments to estimated cost report settlements resulted in a decrease in revenues of $262,353 and $388,018 for the years ended December 31, 2018 and 2017, respectively. The Company has analyzed its revenue transaction pursuant to ASC 606, Revenue, and it has no material impact as a result of the transition from ASC 605 to 606. The Company’s revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company derives its revenues from the sale of its services, as defined below. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its revenue transactions: i. identify the contract with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to performance obligations in the contract; and v. recognize revenue as the performance obligation is satisfied. The Company has two operating segments from which it derives revenues which is recognized on the basis described below. 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.
Nonmonetary transactions	d) Nonmonetary transactions The Company’s policy is to measure an asset exchanged or transferred in a nonmonetary transaction at the more reliable measurement of the fair value of the asset given up and the fair value of the asset received, unless: ● The transaction lacks commercial substance; ● The transaction is a transfer between entities under common control; ● The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange; ● Neither the fair value of the asset received nor the fair value of the asset given up is reliably measurable; or ● The transaction is a nonmonetary, nonreciprocal transfer to owners that represents a spinoff or other form of restructuring or liquidation.
Cash and cash equivalents	e) Cash and cash equivalents The Company’s policy is to disclose bank balances under cash, including bank overdrafts with balances that fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition.
Accounts receivable	f) Accounts receivable Accounts receivable primarily consists of amounts due from third-party payors (non-governmental) and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimating net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies denying claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients.
Allowance for Doubtful Accounts, Contractual and Other Discounts	g) Allowance for Doubtful Accounts, Contractual and Other Discounts The Company derives the majority of its revenues from commercial payors at out-of-network rates. Management estimates the allowance for contractual and other discounts based on its historical collection experience. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account is written off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made.
Financial instruments	h) Financial instruments The Company initially measures its financial assets and liabilities at fair value, except for certain non-arm’s length transactions. The Company subsequently measures all its financial assets and financial liabilities at amortized cost. Financial assets measured at amortized cost include cash and accounts receivable. Financial liabilities measured at amortized cost include bank indebtedness, accounts payable and accrued liabilities, harmonized sales tax payable, withholding taxes payable, convertible notes payable, loans payable and related party notes. Financial assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write-down is recognized in net income. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously. The amount of the reversal is recognized in net income. The Company recognizes its transaction costs in net income in the period incurred. However, financial instruments that will not be subsequently measured at fair value are adjusted by the transaction costs that are directly attributable to their origination, issuance or assumption. FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: · Level 1. Observable inputs such as quoted prices in active markets; · Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and · Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. The Company measures its convertible debt and derivative liabilities associated therewith at fair value. These liabilities are revalued periodically and the resultant gain or loss is realized through the Statement of Operations.
Plant and equipment	i) Plant and equipment Fixed assets are recorded at cost. Depreciation is calculated on the straight line basis over the estimated life of the asset: Leasehold improvements are depreciated using the straight-line method over the term of the lease.
Leases	j) Leases Leases are classified as either capital or operating leases. Leases that transfer substantially all of the benefits and inherent risks of ownership of property to the Company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing. Equipment recorded under capital leases is amortized on the same basis as described above. Payments under operating leases are expensed as incurred.
Income taxes	k) Income taxes The Company accounts for income taxes under the provisions of ASC Topic 740, “Income Taxes”. ASC Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties accrued on unrecognized tax benefits within general and administrative expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction in general and administrative expenses in the period that such determination is made. The tax returns for fiscal 2001, through 2017 are subject to audit or review by the US tax authorities, whereas fiscal 2010 through 2017 are subject to audit or review by the Canadian tax authority.
Net income (loss) per Share	l) Net income (loss) per Share Basic net income (loss) per share is computed on the basis of the weighted average number of common stock outstanding during the period. Diluted net income (loss) per share is computed on the basis of the weighted average number of common stock and common stock equivalents outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. Dilution is computed by applying the treasury stock method for options and warrants. Under this method, “in-the money” options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Dilution is computed by applying the if-converted method for convertible preferred stocks. Under this method, convertible preferred stock is assumed to be converted at the beginning of the period (or at the time of issuance, if later), and preferred dividends (if any) will be added back to determine income applicable to common stock. The shares issuable upon conversion will be added to weighted average number of common stock outstanding. Conversion will be assumed only if it reduces earnings per share (or increases loss per share).
Stock based compensation	m) Stock based compensation Stock based compensation cost is measured at the grant date, based on the estimated fair value of the award and is recognized as expense over the employee’s requisite service period or vesting period on a straight-line basis. Share-based compensation expense recognized in the consolidated statements of operations for the year ended December 31, 2018 and 2017 is based on awards ultimately expected to vest and has been reduced for estimated forfeitures. This estimate will be revised in subsequent periods if actual forfeitures differ from those estimates. We have minimal awards with performance conditions and no awards dependent on market conditions.
Derivatives	n) Derivatives The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. The Company uses a Black Scholes Option Pricing model to estimate the fair value of convertible debt conversion features at the end of each applicable reporting period. Changes in the fair value of these derivatives during each reporting period are included in the statements of operations. Inputs into the Black Scholes Option Pricing model require estimates, including such items as estimated volatility of the Company’s stock, risk free interest rate and the estimated life of the financial instruments being fair valued. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature.
Recent accounting pronouncements	o) Recent accounting pronouncements In May 2014, FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606). In August 2015, FASB issued ASU 2015-14 delaying the effective implementation date of ASU 2014-09 to fiscal years beginning after December 15, 2017. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2018 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Company’s consolidated financial position and results of operations. The Company adopted ASC 606 and analyzed its revenue transaction pursuant to ASC 606, Revenue, and it has no material impact as a result of the transition from ASC 605 to 606. The Company’s revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company derives its revenues from the sale of its services. In February 2016, FASB issued ASU, No. 2016-02, Leases (Topic 842) (ASC 842) The amendments in this update establishes a comprehensive new lease accounting model. The new standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than twelve months. The new standard is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, including a number of optional practical expedients that entities may elect to apply. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, an update which provides another transition method, the prospective transition method, which allows entities to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company will adopt the new standard on January 1, 2019 using the prospective transition method. In preparation for adoption of the standard. The Company has identified all leases and reviewed the leases to determine the impact of ASC 842 on its consolidated financial statements. The Company has elected to apply all of the practical expedients to its leases, which include not reassessing (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases, and (4) not separating the components of leases into lease and non-lease components. Based on the Company’s assessment, the Company has concluded that the adoption of the new standard will result in the recording of a right-of-use asset and a lease liability on the consolidated balance sheet on January 1, 2019. While substantially complete, the Company is still in the process of finalizing its evaluation of the effect of ASC 842 on its financial statements and disclosures. The adoption of ASU 2016-02, as amended, is expected to result in the recognition of right of use assets and associated obligations on its consolidated balance sheets. In February 2018, the FASB issued ASU 2018-2, Income Statement- Reporting Comprehensive Income (Topic 220), Reclassification of certain tax effects from accumulated other comprehensive income. The amendments in this Update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in this Update also require certain disclosures about stranded tax effects. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company early adopted this ASU, which was applied retrospectively to the consolidated financial statements and resulted in a reduction in the tax effect of net operating losses carried forward. 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 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 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. 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 consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The impact of this ASU on the consolidated financial statements is not expected to be material. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. Removals The following disclosure requirements were removed from Topic 820: 1. The amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy 2. The policy for timing of transfers between levels 3. The valuation processes for Level 3 fair value measurements 4. For nonpublic entities, the changes in unrealized gains and losses for the period included in earnings for recurring Level 3 fair value measurements held at the end of the reporting period. Modifications The following disclosure requirements were modified in Topic 820: 1. In lieu of a rollforward for Level 3 fair value measurements, a nonpublic entity is required to disclose transfers into and out of Level 3 of the fair value hierarchy and purchases and issues of Level 3 assets and liabilities. 2. For investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only 3. The amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. Additions The following disclosure requirements were added to Topic 820: 1. The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period 2. The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. In addition, the amendments clarify that materiality is an appropriate consideration of entities and their auditors when evaluating disclosure requirements. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the additional disclosures until their effective date. The impact of this ASU on the consolidated financial statements is not expected to be material.
Reclassification of Prior Year Presentation	p) Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
Financial instrument Risks	q) Financial instruments Risks The Company is exposed to various risks through its financial instruments. The following analysis provides a measure of the Company’s risk exposure and concentrations at the balance sheet date, December 31, 2018 and 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 ARIA 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 $13,269,867 accumulated deficit of $30,529,044. The Company will be dependent upon the raising of additional capital in order to implement its business plan. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. In the opinion of management, liquidity risk is assessed as high, material and remains unchanged from the prior year. iii. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risk: interest rate risk, currency risk, and other price risk. The Company is exposed to interest rate risk and currency risk. a. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to minimal interest rate risk as there is no overdraft indebtedness as of December 31, 2018. 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 December 31, 2018, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $23,700 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.

Disposal of business (Tables)

Disposal of business (Tables)	12 Months Ended
	Dec. 31, 2018
Disposal Of Business Tables
Schedule of business disposal	The proceeds realized on disposal have been allocated as follows: Year ended December 31, 2017 Proceeds on disposal $ 7,644,000 Assets sold: Accounts receivable 113,896 Plant and equipment 109,075 222,971 Liabilities assumed by purchaser Deferred revenue (73,799 ) Net assets and liabilities sold 149,172 Net profit realized on disposal $ 7,494,828

Acquisition of subsidiary (Tabl

Acquisition of subsidiary (Tables)	12 Months Ended
	Dec. 31, 2018
Acquisition Of Subsidiary Tables
Schedule of acquisiton of subsidiary	The allocation of the purchase price is as follows: Year ended December 31, 2017 Purchase price paid: Common shares issued to Seller $ 2,184,000 Receivable assumed by the Seller 504,442 2,688,442 Allocated as follows: Assets transferred: Property 2,942,585 Receivable from Ethema Health Corporation 299,743 3,242,328 Liabilities assumed: Accounts payable and other accruals 158,093 Related party payable to Leon Developments 2,057,392 Mortgage liability owing to Ethema Health Corporation 267,540 Mortgage liability 3,145,550 5,628,575 Net liabilities assumed (2,386,247 ) Excess purchase consideration allocated to shareholders compensation $ 5,074,689

Acquisition of ARIA (formerly_2

Acquisition of ARIA (formerly known as Seastone Delray) (Tables)	12 Months Ended
	Dec. 31, 2018
Acquisition Of Business Of Seastone Of Delray Tables
Schedule of acquisition of ARIA (formerly known as Seastone Delray)	The assets acquired were as follows: Amount Purchase price paid: Cash paid to seller $ 2,960,000 Deposits previously paid to seller 110,000 Mortgage liability funds 3,000,000 6,070,000 Assets acquired: Property 5,990,000 Furniture and fixtures 80,000 $ 6,070,000

Discontinued Operations (Tables

Discontinued Operations (Tables)	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Schedule of operations for discontinued operations	The Statement of operations for discontinued operations is as follows: Year ended December 31, 2017 Revenues $ 196,866 Operating expenses Depreciation and amortization 4,196 General and administrative 116,671 Professional fees 32,818 Rent 106,495 Salaries and wages 201,723 Total operating expenses 461,903 Operating loss (265,037 ) Other Income (expense) Other income 7,494,828 Interest expense (1,021 ) Foreign exchange movements (135,190 ) Net income before taxation 7,093,580 Taxation (271,691 ) Net income from discontinued operations $ 6,821,889

Property plant and equipment (T

Property plant and equipment (Tables)	12 Months Ended
	Dec. 31, 2018
Property Plant And Equipment Tables
Schedule of property and equipment	Property, plant and equipment consists of the following: December 31, December 31, 2017 Cost Accumulated depreciation Net book value Net book value Land $ 2,911,530 $ — $ 2,911,530 $ 2,925,305 Property 6,193,681 (443,636 ) 5,750,045 6,156,506 Leasehold improvements 251,774 — 251,744 — Furniture and fixtures 80,000 (45,000 ) 35,000 72,047 $ 9,436,985 $ (488,636 ) $ 8,948,349 $ 9,153,858

Taxes Payable (Tables)

Taxes Payable (Tables)	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Taxation Payable	The remaining taxes payable consist of: ● A payroll tax liability of $133,844 (CDN$182,589) in Greenestone Muskoka which has not been settled as yet. ● A GST/HST tax payable of $33,757 (CDN$46,051). ● The Company has assets and operates businesses in Canada and is required to disclose these operations to the US taxation authorities, the requisite disclosure has not been made. Management has reserved the maximum penalty due to the IRS in terms of non-disclosure. This noncompliance with US disclosure requirements is currently being addressed. An amount of $250,000 has been accrued for any potential exposure the Company may have. December 31, December 31, Payroll taxes $ 133,843 $ 155,894 HST/GST payable 33,757 — US penalties due 250,000 250,000 Income tax payable 357,792 283,346 $ 775,392 $ 689,240

Short-term Convertible Notes (T

Short-term Convertible Notes (Tables)	12 Months Ended
	Dec. 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 December 31, 2018 December 31, 2017 Leonite Investments LLC 8.5 % July 25, 2019 $ 2,420,000 $ 74,180 $ - $ 2,494,180 $ 138,502 Power Up Lending Group Ltd 12.0 % August 15, 2018 - - - - 21,951 12.0 % December 30, 2018 - - - - - 9.0 % May 15,2019 153,000 5,772 (64,177 ) 94,595 - 9.0 % September 10, 2019 133,000 3,673 (92,189 ) 44,484 - Series N convertible notes 6.0 % May 17, 2019 to December 4, 2019 2,505,000 54,330 (789,116 ) 1,770,214 - 4,403,473 160,453

Loans payable (Tables)

Loans payable (Tables)	12 Months Ended
	Dec. 31, 2018
Payables and Accruals [Abstract]
Loans payable	Loans payable is disclosed as follows: Interest rate Maturity date Principal Outstanding Accrued interest December 31, 2018 December 31, 2017 Cranberry Cove Holdings, Ltd. Pace Mortgage 4.2 % July 19, 2022 $ 3,905,901 $ 18,935 $ 3,924,836 4,349,374 Addiction Recovery Institute of America, LLC Mortgage 5.0 % February 13, 2020 2,942,526 12,260 2,954,786 2,989,920 $ 6,848,427 $ 31,195 $ 6,879,622 $ 7,336,294 Disclosed as follows: Short-term portion $ 172,276 $ 152,402 Long-term portion 6,707,346 7,183,892 $ 6,879,622 $ 7,336,294 The aggregate amount outstanding is payable as follows: Amount 2019 172,276 2020 3,012,454 2021 107,961 2022 3,586,931 Total $ 6,879,622

Derivative liability (Tables)

Derivative liability (Tables)	12 Months Ended
	Dec. 31, 2018
Derivative Liablility Tables
Schedule of assumption used in Black Scholes	The following assumptions were used in the Black-Scholes valuation model: Year ended Calculated stock price $0.024 to $0.10 Risk free interest rate 1.60% to 3.05% Expected life of convertible notes and warrants 1 month to 5 years expected volatility of underlying stock 105.24% to 219.40% Expected dividend rate 0 %
Schedule of derivative liability	The movement in derivative liability is as follows: December 31, December 31, Opening balance $ 2,859,832 $ — Derivative liability on convertible notes and variable priced warrants 1,335,709 1,826,500 Fair value adjustments to derivative liability 422,539 1,033,332 Closing balance $ 4,618,080 $ 2,859,832

Stockholder's deficit (Tables)

Stockholder's deficit (Tables)	12 Months Ended
	Dec. 31, 2018
Equity [Abstract]
Schedule of warrants outstanding	Year ended December 31, 2018 Calculated stock price $0.02 to $0.08 Risk free interest rate 2.6% to 2.9% Expected life of warrants (years) 3 to 5 years expected volatility of underlying stock 195% to 204% Expected dividend rate 0 % No. of shares Exercise price per share Weighted average exercise price Outstanding January 1, 2017 19,637,409 $0.0033 to $0.03 $ 0.030 Granted 29,866,666 $0.03 to $0.10 0.095 Forfeited/cancelled — — — Exercised — — — Outstanding December 31, 2017 49,504,075 $0.0033 to $0.10 $ 0.069 Granted 48,295,833 $0.10 to $0.12 0.113 Forfeited/cancelled (300,000 ) $0.0033 0.003 Exercised — — — Outstanding December 31, 2018 97,499,908 $0.03 to $0.12 $ 0.091 The following table summarizes information about warrants outstanding at December 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 $0.03 21,704,075 1.20 21,704,075 $0.10 44,483,333 4.10 44,483,333 $0.12 31,312,500 2.60 31,312,500 97,499,908 2.97 $ 0.091 97,499,908 $ 0.091
Schedule of options outstanding	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 0.83 480,000 480,000 0.83 $ 0.12 480,000 $ 0.12

Segment information (Tables)

Segment information (Tables)	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Segment information	The segment operating results of the reportable segments are disclosed as follows: Year ended December 31, 2018 Rental Operations In-Patient services Total Revenue $ 331,001 $ 101,514 $ 432,515 Operating expenditure 157,841 3,158,991 3,316,832 Operating income (loss) 173,160 (3,057,477 ) (2,884,317 ) Other (expense) income Other income — 6,009 6,009 Other expense — (8,000 ) (8,000 ) Interest income — 5,334 5,334 Interest expense (178,220 ) (518,724 ) (696,944 ) Amortization of debt discount — (4,504,007 ) (4,504,007 ) Loss on change in fair value of derivative liability — (422,539 ) (422,539 ) Foreign exchange movements 78,177 349,876 428,053 Net income (loss) before taxation from continuing operations 73,117 (8,149,528 ) (8,076,411 ) Taxation — — — Net income (loss) from continuing operations $ 73,117 $ (8,149,528 ) $ (8,076,411 ) The operating assets and liabilities of the reportable segments are as follows: December 31, 2018 Rental Operations In-Patient services Total Purchase of fixed assets 46,667 273,450 320,117 Assets Current assets 1,460 406,388 407,848 Non-current assets 2,855,981 9,405,280 12,261,261 Liabilities Current liabilities (2,028,940 ) (11,648,776 ) (13,677,716 ) Non-current liabilities (3,924,836 ) (2,782,510 ) (6,707,346 ) Intercompany balances 788,944 (788,944 ) — Net liability position (2,307,391 ) (5,408,562 ) (7,715,953 ) The segment operating results of the reportable segments are disclosed as follows: Year ended December 31, 2017 Rental Operations In-Patient services Total Revenue $ 291,583 $ 637,833 $ 929,416 Operating expenditure 195,529 2,187,044 2,382,573 Operating income (loss) 96,054 (1,549,211 ) (1,453,157 ) Other (expense) income Other income — 475,487 475,487 Other expense — (5,093,9541 ) (5,093,954 ) Interest income — 32,074 32,074 Interest expense (179,037 ) (188,510 ) (367,547 ) Amortization of debt discount — (668,916 ) (668,916 ) Loss on change in fair value of derivative liability — (1,033,332 ) (1,033,332 ) Foreign exchange movements (12,003 ) (69,028 ) (81,031 ) Net loss before taxation from continuing operations (94,986 ) (8,095,390 ) (8,190,376 ) Taxation — — — Net loss from continuing operations $ (94,986 ) $ (8,095,390 ) $ (8,190,376 ) The operating assets and liabilities of the reportable segments are as follows: December 31, 2017 Rental Operations In-Patient services Total Purchase of fixed assets 219,751 21,763 241,514 Assets Current assets 201 334,418 334,619 Non-current assets 3,182,638 8,751,171 11,933,809 Liabilities Current liabilities (2,209,462 ) (4,650,716 ) (6,860,178 ) Non-current liabilities (4,349,208 ) (2,834,684 ) (7,183,892 ) Intercompany balances (791,263 ) 791,263 — Net (liability) asset position (4,167,094 ) 2,391,452 (1,775,642 )

Net (loss) income per common _2

Net (loss) income per common share (Tables)	12 Months Ended
	Dec. 31, 2018
Earnings Per Share [Abstract]
Net (loss) income per common share (Tables)	For the year ended December 31, 2018, the following options and warrants were excluded from the computation of diluted net loss per share as the results would have been anti-dilutive. Year ended December 31, 2018 Stock options $ 480,000 Warrants to purchase shares of common stock 97,499,908 Convertible notes 69.816.517 $ 167,796,425 For the year ended December 31, 2017 the computation of basic and diluted earnings per share is as follows: Amount Number of shares Per share amount Basic loss per share Net loss per share from continuing operations $ (8,190,376 ) 107,352,184 $ (0.08 ) Net income per share from discontinued operations 6,821,889 107,352,184 0.06 Basic loss per share (1,368,487 ) 107,352,184 (0.02 ) Effect of dilutive securities Warrants — 11,135,388 Convertible debt — 30,314,208 Diluted loss per share Net loss per share from continuing operations (8,190,376 ) 148,801,780 (0.06 ) Net income per share from discontinued operations 6,821,889 148,801,780 0.05 Diluted loss per share $ (1,368,487 ) 148,801,780 $ (0.01 )

Commitments and contingencies (

Commitments and contingencies (Tables)	12 Months Ended
	Dec. 31, 2018
Commitments And Contingencies Tables
Schedule of operating leases	The future commitment of these operating leases are as follows: Amount Within one year $ 1,802,872 One to two years 1882,422 Two to three years 1,962,242 Three to four years 2,042,062 Four to five years 2,121,882 Five years and thereafter 8,001,955 Total $ 17,813,435
Schedule of mortgage loans	The company has two mortgage loans as disclosed in note 13 above. The future commitments under these loans are as follows: Amount Within one year 172,276 One to two years 3,012,454 Two to three years 107,961 Three to four years 3,586,931 Total $ 6,879,622

Income taxes (Tables)

Income taxes (Tables)	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Reconciliation of Income Taxes	The items causing this difference for the years ended December 31, 2018 and 2017 are as follows: Year ended December 31, 2018 Year ended December 31, 2017 Tax credit at the federal and state statutory rate (2,219,152 ) (1,288,471 ) Foreign taxation 121,579 (1,325,577 ) Permanent differences 1,280,902 1,606,144 Foreign net operating losses utilized (19,347 ) — Foreign tax rate differential — (203,943 ) Valuation allowance 938,250 1,211,846 102,232 —
Future Tax Asset	Significant components of deferred tax assets and liabilities at December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Net operating losses Net operating loss carry forward 20,556,758 20,303,013 Net Operating Loss utilized - Discontinued operations — (2,775,870 ) Net operating loss utilized – continuing operations (73,007 ) — Foreign exchange differential (68,925 ) — Net taxable loss 3,608,654 3,029,615 Valuation allowance (24,023,480 ) (20,556,758 ) — —

Disposal of business (Details)

Disposal of business (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Plant and equipment	$ 8,948,349	$ 9,153,858
Total	$ 12,669,109	12,268,428
Disposal of Business
Proceeds on disposal		7,644,000
Accounts receivable		113,896
Plant and equipment		109,075
Total		222,971
Deferred revenue		(73,799)
Net assets and liabilities sold		149,172
Net profit realized on disposal		$ 7,494,828

Acquisition of subsidiary (Deta

Acquisition of subsidiary (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Total	$ 6,879,622
Property	8,948,349	$ 9,153,858
Accounts payable and other accruals	1,092,882	372,244
Liabilities, net	$ 20,385,062	14,044,070
Acquisition Of business of Seastone of Delray
Common shares issued to Seller		2,184,000
Receivable assumed by the Seller		504,442
Total		2,688,442
Property		2,942,585
Receivable from Ethema Health Corporation		299,743
Total		3,242,328
Accounts payable and other accruals		158,093
Related party payable to Leon Developments		2,057,392
Mortgage liability owing to Ethema Health Corporation		267,540
Mortgage liability		3,145,550
Liabilities, net		5,628,575
Net liabilities assumed		(2,386,247)
Excess purchase consideration allocated to shareholders compensation		$ 5,074,689

Acquisition of Seastone of Delr

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

Going Concern (Details Narrativ

Going Concern (Details Narrative)	Dec. 31, 2018USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working Capital Deficiency	$ (13,269,867)
Accumulated Deficit	$ (30,529,044)

Discontinued Operations (Detail

Discontinued Operations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Current assets
Prepaid expenses and other current assets	$ 147,870	$ 99,342
Total current assets	407,848	334,619
Non-current assets
Total assets	12,669,109	12,268,428
Current liabilities
Revenues	432,515	929,416
Operating expenses
General and administrative	664,782	473,201
Professional fees	510,722	626,548
Rent	731,818
Salaries and wages	953,434	770,076
Total operating expenses	3,316,832	2,382,573
Operating loss	(2,884,317)	(1,453,157)
Other Income (expense)
Other income	6,009	475,487
Interest expense	5,334	32,074
Foreign exchange movements	(428,053)	81,031
Taxation	(102,232)
Net income from discontinued operations		6,821,889	$ 735,987
DiscontinuedOperations
Current liabilities
Revenues		196,866
Operating expenses
Depreciation and amortization		4,196
General and administrative		116,671
Professional fees		32,818
Rent		106,495
Salaries and wages		201,723
Total operating expenses		461,903
Operating loss		(265,037)
Other Income (expense)
Other income		7,494,828
Interest expense		(1,021)
Foreign exchange movements		(135,190)
Net income before taxation		7,093,580
Taxation		(271,691)
Net income from discontinued operations		$ 6,821,889

Property plant and equipment (D

Property plant and equipment (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Cost	$ 9,436,985
Accumulated depreciation	(488,636)
Net book value	8,948,349	$ 9,153,858
Land [Member]
Cost	2,911,530
Accumulated depreciation
Net book value	2,911,530	2,925,305
Property [Member]
Cost	6,193,681
Accumulated depreciation	(443,636)
Net book value	5,750,045	6,156,506
Leasehold Improvements [Member]
Cost	251,774
Accumulated depreciation
Net book value	251,744
Furniture And Fixtures [Member]
Cost	80,000
Accumulated depreciation	(45,000)
Net book value	$ 35,000	$ 72,047

Taxes payable - Taxes Payable (

Taxes payable - Taxes Payable (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Notes to Financial Statements
Payroll taxes	$ 133,843	$ 155,894
HST/GST payable	33,757
US penalties due	250,000	250,000
Income tax payable	357,792	283,346
Taxes Payable	$ 775,392	$ 689,240

Short term Convertible Note (De

Short term Convertible Note (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Total	$ 4,403,473	$ 160,453
Leonite Investment LLC [Member]
Interest Rate	8.50%
Maturity	July 25, 2019
Principal	$ 2,420,000
Interest	74,180
Debt Discount
Total	$ 2,494,180	138,502
12.0 % Power Up Lending Group LTD [Member]
Interest Rate	12.00%
Maturity	August 15, 2018
Principal
Interest
Debt Discount
Total		21,951
Power Up Lending Group LTD 1 [Member]
Interest Rate	12.00%
Maturity	December 30, 2018
Principal
Interest
Debt Discount
Total
Power Up Lending Group LTD 2 [Member]
Interest Rate	9.00%
Maturity	May 15,2019
Principal	$ 153,000
Interest	5,772
Debt Discount	(64,177)
Total	$ 94,595
Power Up Lending Group LTD 3 [Member]
Interest Rate	9.00%
Maturity	September 10, 2019
Principal	$ 133,000
Interest	3,673
Debt Discount	(92,189)
Total	$ 44,484
Series N Convertible Notes [Member]
Interest Rate	6.00%
Maturity	May 17, 2019 to December 4, 2019
Principal	$ 2,505,000
Interest	54,330
Debt Discount	(789,116)
Total	$ 1,770,214

Loans payable - Loans Payable (

Loans payable - Loans Payable (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Principal Outstanding	$ 6,848,427
Accrued interest	31,195
Short term portion	172,276	$ 152,402
Long term portion	6,707,346	7,183,892
Loan Payable	$ 6,879,622	7,336,294
Pace Mortgage [Member]
Interest rate	4.20%
Maturity date	Jul. 19, 2022
Principal Outstanding	$ 3,905,901
Accrued interest	18,935
Loan Payable	$ 3,924,836	4,349,374
Mortgage [Member]
Interest rate	5.00%
Maturity date	Feb. 13, 2020
Principal Outstanding	$ 2,942,526
Accrued interest	12,260
Loan Payable	$ 2,954,786	$ 2,989,920

Loans payable - Aggregate Amoun

Loans payable - Aggregate Amount Outstanding (Details)	Dec. 31, 2018USD ($)
Loans Payable - Aggregate Amount Outstanding Details
2019	$ 172,276
2020	3,012,454
2021	107,961
2022	3,586,931
Total	$ 6,879,622

Derivative liability - Black Sc

Derivative liability - Black Scholes Valuations (Details)	12 Months Ended
	Dec. 31, 2018$ / 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	3.05%
Expected life of convertible notes and warrants, minimum	1 month
Expected life of convertible notes and warrants, maximum	5 years
Expected volatility of underlying stock, min	105.24%
Expected volatility of underlying stock, max	219.40%
Expected dividend rate	0.00%

Derivative liability - Movement

Derivative liability - Movement (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Derivative Liability Details 1
Opening balance	$ 2,859,832
Derivative liability on convertible notes and variable priced warrants	1,335,709	1,826,500
Fair value adjustments to derivative liability	422,539	1,033,332
Closing balance	$ 4,618,080	$ 2,859,832

Stockholder's deficit - Black S

Stockholder's deficit - Black Scholes pricing model (Details)	12 Months Ended
	Dec. 31, 2018USD ($)
Minimum [Member]
Calculated stock price	2.00%
Risk free interest rate	2.60%
Expected life of warrants (years)	3 years
Expected volatility of underlying stock	195.00%
Expected dividend rate	$ 0
Maximum [Member]
Calculated stock price	8.00%
Risk free interest rate	2.90%
Expected life of warrants (years)	5 years
Expected volatility of underlying stock	204.00%
Expected dividend rate	$ 0

Stockholders' deficit - Warrant

Stockholders' deficit - Warrants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Ending Balance, warrants	97,499,908
Ending Balance, warrants exercise price	$ 0.091
Minimum [Member]
Beginning balance, warrants exercise price	0.03	$ 0.03
Warrants granted, price	0.10	0.03
Ending Balance, warrants exercise price	0.03	0.03
Maximum [Member]
Beginning balance, warrants exercise price	0.0033	0.0033
Warrants granted, price	0.12	0.10
Ending Balance, warrants exercise price	$ 0.12	$ 0.0033
Warrants
Beginning balance, warrants	49,504,075	19,637,409
Warrants Granted, shares	48,295,833	29,866,666
Warrants Cancelled, shares	(300,000)
Ending Balance, warrants	97,499,908	49,504,075
Beginning balance, warrants exercise price	$ 0.069	$ 0.030
Warrants granted, price	0.113	0.095
Warrants cancelled, price	0.003
Ending Balance, warrants exercise price	$ 0.091	$ 0.069

Stockholders' deficit - warra_2

Stockholders' deficit - warrants Outstanding (Details)	Dec. 31, 2018$ / sharesshares
No. of shares, Warrants outstanding	97,499,908
Weighted average remaining years, Warrants outstanding	2 years 12 months 19 days
Weighted average exercise price, Warrants outstanding | $ / shares	$ 0.091
Weighted average exercise price, Warrants exercisable | $ / shares	$ 0.091
Excercise 0.03 [Member]
No. of shares, Warrants outstanding	21,704,075
Weighted average remaining years, Warrants outstanding	1 year 2 months 12 days
No. of shares, Warrants exercisable	21,704,075
Excercise 0.10 [Member]
No. of shares, Warrants outstanding	44,483,333
Weighted average remaining years, Warrants outstanding	4 years 1 month 6 days
No. of shares, Warrants exercisable	44,483,333
Excercise 0.12 [Member]
No. of shares, Warrants outstanding	31,312,500
Weighted average remaining years, Warrants outstanding	2 years 7 months 6 days
No. of shares, Warrants exercisable	31,312,500

Stockholders' deficit - Options

Stockholders' deficit - Options Outstanding (Details) - Options	12 Months Ended
	Dec. 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	10 months 29 days

Segment information (Details)

Segment information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Revenues	$ 432,515	$ 929,416
Operating expenditure	3,316,832	2,382,573
Operating income (loss)	(2,884,317)	(1,453,157)
Other (expense) income
Other income	6,009	475,487
Other expense	(8,000)	(5,093,954)
Interest income	5,334	32,074
Interest expense	(696,944)	(367,547)
Foreign exchange movements	428,053	(81,031)
Net income (loss) before taxation from continuing operations	(8,076,411)	(8,190,376)	$ (996,696)
Taxation	(102,232)
Net income (loss) from continuing operations	(8,178,643)	(8,190,376)	$ (996,696)
Assets
Current assets	407,848	334,619
Non-current assets	12,261,261	11,933,809
Liabilities
Current liabilities	13,677,716	6,860,178
Rental Operations
Revenues	331,001	291,583
Operating expenditure	157,841	195,529
Operating income (loss)	173,160	96,054
Other (expense) income
Other income
Other expense
Interest income
Interest expense	(178,220)	(179,037)
Amortization of debt discount
Loss on change in fair value of derivative liability
Foreign exchange movements	78,177	(12,003)
Net income (loss) before taxation from continuing operations	73,117	(94,986)
Taxation
Net income (loss) from continuing operations	73,117	(94,986)
Purchase of fixed assets	46,667	219,751
Assets
Current assets	1,460	201
Non-current assets	2,855,981	3,182,638
Liabilities
Current liabilities	(2,028,940)	(2,209,462)
Non-current liabilities	(3,924,836)	(4,349,208)
Intercompany balances	788,944	(791,263)
Net liability position	(2,307,391)	(4,167,094)
In-Patient services
Revenues	101,514	637,833
Operating expenditure	3,158,991	2,187,044
Operating income (loss)	(3,057,477)	(1,549,211)
Other (expense) income
Other income	6,009	475,487
Other expense	(8,000)	(50,939,541)
Interest income	5,334	32,074
Interest expense	(518,724)	(188,510)
Amortization of debt discount	(4,504,007)	(668,916)
Loss on change in fair value of derivative liability	(422,539)	(1,033,332)
Foreign exchange movements	349,876	(69,028)
Net income (loss) before taxation from continuing operations	(8,149,528)	(8,095,390)
Taxation
Net income (loss) from continuing operations	(8,149,528)	(8,095,390)
Purchase of fixed assets	273,450	21,763
Assets
Current assets	406,388	334,418
Non-current assets	9,405,280	8,751,171
Liabilities
Current liabilities	(11,648,776)	(4,650,716)
Non-current liabilities	(2,782,510)	(2,834,684)
Intercompany balances	(788,944)	791,263
Net liability position	(5,408,562)	2,391,452
Total
Revenues	432,515	929,416
Operating expenditure	3,316,832	2,382,573
Operating income (loss)	(2,884,317)	(1,453,157)
Other (expense) income
Other income	6,009	475,487
Other expense	(8,000)	(5,093,954)
Interest income	5,334	32,074
Interest expense	(696,944)	(367,547)
Amortization of debt discount	(4,504,007)	(668,916)
Loss on change in fair value of derivative liability	(422,539)	(1,033,332)
Foreign exchange movements	428,053	(81,031)
Net income (loss) before taxation from continuing operations	(8,076,411)	(8,190,376)
Taxation
Net income (loss) from continuing operations	(8,076,411)	(8,190,376)
Purchase of fixed assets	320,117	241,514
Assets
Current assets	407,848	334,619
Non-current assets	12,261,261	11,933,809
Liabilities
Current liabilities	(13,677,716)	(6,860,178)
Non-current liabilities	(6,707,346)	(7,183,892)
Intercompany balances
Net liability position	$ (7,715,953)	$ (1,775,642)

Net (loss) income per common _3

Net (loss) income per common share - Basic and Diluted Earnings (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Basic earnings per share
Net loss per share from continuing operations, amount	$ (8,076,411)	$ (8,190,376)	$ (996,696)
Net loss per share from continuing operations, number of shares	123,852,105	107,352,184	48,305,978
Net loss per share from continuing operations, per share	$ (0.07)	$ (0.08)	$ (0.02)
Net income per share from discontinued operations, amount		$ 6,821,889	$ 735,987
Net income per share from discontinued operations, number of shares	123,852,105	107,352,184	48,305,978
Net loss	$ (8,178,643)	$ (1,368,487)	$ (260,709)
Diluted earnings per share
Net loss per share from continuing operations, amount	$ (8,178,643)	$ (8,190,376)	$ (996,696)
Net loss per share from continuing operations, per share	$ (0.07)	$ (0.06)	$ (0.02)
Net income per share from discontinued operations, amount		$ 6,821,889	$ 735,987
Net income per share from discontinued operations, number of shares	123,852,105	148,801,780
Net income per share from discontinued operations, per share	$ (0.07)	$ (0.01)
Net Income Per Share
Basic earnings per share
Net loss per share from continuing operations, amount		$ (8,190,376)
Net loss per share from continuing operations, number of shares		107,352,184
Net loss per share from continuing operations, per share		$ (0.08)
Net income per share from discontinued operations, amount		$ 6,821,889
Net income per share from discontinued operations, number of shares		107,352,184
Net income per share from discontinued operations, per share		$ 0.06
Net loss		$ 4,285,993
Diluted earnings per share
Net loss per share from continuing operations, amount		$ (8,190,376)
Net loss per share from continuing operations, number of shares		148,801,780
Net loss per share from continuing operations, per share		$ (0.06)
Net income per share from discontinued operations, amount		$ 6,821,889
Net income per share from discontinued operations, number of shares		148,801,780
Net income per share from discontinued operations, per share		$ 0.05

Net (loss) income per common _4

Net (loss) income per common share - Basic and Diluted Earnings (Details)	12 Months Ended
	Dec. 31, 2018USD ($)
Net Loss Per Common Share Details
Stock options	$ 480,000
Warrants to purchase shares of common stock	97,499,908
Convertible notes	69,816,517
Total	$ 167,796,425

Commitments and contingencies -

Commitments and contingencies - Operating Leases (Details)	Dec. 31, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
Within one year	$ 1,802,872
One to two years	1,882,422
Two to three years	1,962,242
Three to four years	2,042,062
Four to five years	2,121,882
Five years and thereafter	8,001,955
Total	$ 17,813,435

Commitments and contingencies_2

Commitments and contingencies - Mortgage Loans (Details)	Dec. 31, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
Within one year	$ 172,276
One to two years	3,012,454
Two to three years	107,961
Three to four years	3,586,931
Total	$ 6,879,622

Income taxes - Reconciliation o

Income taxes - Reconciliation of Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Tax credit at the federal and state statutory rate	$ (2,219,152)	$ (1,288,471)
Foreign taxation	121,579	(1,325,577)
Permanent differences	1,280,902	1,606,144
Foreign net operating losses utilized	(19,347)
Foreign tax differential		(203,943)
Valuation allowance	938,250	1,211,846
Net future tax asset	$ 102,232	$ 0

Income taxes - Future Tax Asset

Income taxes - Future Tax Asset (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Net operating loss carry forward	$ 20,556,758	$ 20,303,013
Net Operating Loss utilized - Discontinued operations		(2,775,870)
Net operating loss utilized - continuing operations	(73,007)
Foreign exchange differential	(68,925)
Net taxable loss	3,608,654	3,029,615
Valuation allowance	(24,023,480)	(20,556,758)
Net future tax asset	$ 0	$ 0

Subsequent events (Details Narr

Subsequent events (Details Narrative)	Apr. 02, 2019USD ($)	Mar. 11, 2019USD ($)	Mar. 06, 2019USD ($)Days	Mar. 05, 2019USD ($)Days$ / shares	Feb. 25, 2019USD ($)	Feb. 21, 2019USD ($)	Jan. 28, 2019USD ($)Days	Jan. 17, 2019USD ($)$ / sharesshares	Jan. 09, 2019USD ($)Days	Feb. 14, 2019USD ($)	Mar. 13, 2019USD ($)$ / sharesshares	Dec. 31, 2018USD ($)$ / shares	Dec. 31, 2017USD ($)
Warrant exercise price (in dollars per share) | $ / shares												$ 0.091
Repayments of convertible debt												$ 697,111	$ 388,458
Gross proceeds from convertible debt												$ 4,035,000	$ 1,897,500
Subsequent Event [Member]
Proceeds from real property	$ 3,500,000
Subsequent Event [Member] | 12.0 % Power Up Lending Group LTD [Member] | Convertible Note [Member ]
Repayments of convertible debt		$ 133,000					$ 153,000
Gross proceeds from convertible debt		$ 180,062					207,679
Subsequent Event [Member] | Three Accredited Investors [Member] | Series N Convertible Notes [Member ]
Principal amount											$ 844,252
Debt conversion price | $ / shares											$ 0.08
Number of common share issued | shares											10,553,150
Warrant term											3 years
Warrant exercise price (in dollars per share) | $ / shares											$ 0.12
Subsequent Event [Member] | Securities Purchase Agreement [Member] | NotePayableMember
Principal amount				$ 200,000
Net proceeds from promissory note				$ 192,000
Debt instrument, threshold trading days | Days				180
Minimum percentage of conversion price				65.00%
Debt conversion price | $ / shares				$ 0.08
Maturity date				Dec. 9, 2019
Legal fees and origination fees				$ 8,000
Discount percentage of optioin				20.00%
Subsequent Event [Member] | Securities Purchase Agreement [Member] | 12.0 % Power Up Lending Group LTD [Member]
Principal amount			$ 128,000				138,000		$ 53,000
Net proceeds from promissory note							$ 135,000		$ 50,000
Debt instrument, threshold trading days | Days			180				180		180
Minimum percentage of conversion price			61.00%				61.00%		61.00%
Maturity date			Jan. 30, 2020
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Leonite Capital LLC [Member]
Principal amount								$ 71,111
Net proceeds from promissory note								$ 64,000
Minimum percentage of conversion price								80.00%
Original issue discount								$ 64,000
Debt conversion price | $ / shares								$ 0.06
Maturity date								Jan. 31, 2019
Number of common share issued | shares								71,111
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Leonite Capital LLC [Member] | Warrant [Member]
Number of common share issued | shares								1,185,183
Warrant term								5 years
Warrant exercise price (in dollars per share) | $ / shares								$ 0.09
Commitment fee								$ 7,111
Subsequent Event [Member] | Settlement Agreement [Member] | Gulfstream Roofing,Inc [Member]
Settlement amount										$ 251,774
Lease installments amount				$ 125,887		$ 125,887
Subsequent Event [Member] | Letter Of Intent [Member] | Local Link Wellness LLC [Member]
Gross proceeds from convertible debt					$ 400,000
Percentage of interest					33.33%
Advanced					$ 110,000