Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 23, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54748 | |
Entity Registrant Name | ETHEMA HEALTH CORPORATION. | |
Entity Central Index Key | 0000792935 | |
Entity Tax Identification Number | 84-1227328 | |
Entity Incorporation, State or Country Code | CO | |
Entity Address, Address Line One | 1590 S. Congress Avenue | |
Entity Address, City or Town | West Palm Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33406 | |
City Area Code | 561 | |
Local Phone Number | 290-0239 | |
Title of 12(b) Security | Common shares | |
Trading Symbol | GRST | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,899,848,789 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 33,654 | $ 90,500 |
Accounts receivable, net | 3,159 | 3,075 |
Prepaid expenses | 51,634 | 19,190 |
Other current assets | 15,693 | 131,938 |
Other investments | 1,188,470 | 690,449 |
Total current assets | 1,292,610 | 935,152 |
Non-current assets | ||
Due on sale of subsidiary | 5,233 | 5,094 |
Property and equipment | 2,895,190 | 2,882,220 |
Total non-current assets | 2,900,423 | 2,887,314 |
Total assets | 4,193,033 | 3,822,466 |
Current liabilities | ||
Accounts payable and accrued liabilities | 758,135 | 833,615 |
Taxes payable | 892,305 | 850,277 |
Convertible loans, net of discounts | 4,816,179 | 4,200,217 |
Short term loans | 121,717 | 115,375 |
Mortgage loans – current portion | 121,511 | 115,704 |
Government assistance loans | 314,149 | 156,782 |
Derivative liability | 4,584,251 | 4,765,387 |
Accrued dividends | 55,732 | 15,594 |
Related party payables | 2,872,054 | 2,811,849 |
Total current liabilities | 14,536,033 | 13,864,800 |
Non-current liabilities | ||
Government assistance loans | 48,411 | 31,417 |
Third party loans | 630,281 | 704,271 |
Mortgage loans, net of current portion | 3,891,019 | 3,848,077 |
Total non-current liabilities | 4,569,711 | 4,583,765 |
Total liabilities | 19,105,744 | 18,448,565 |
Preferred stock - Series B; $0.0001 par value, 10,000,000 authorized, 400,000 outstanding as of June 30, 2021 and December 31, 2020, respectively. | 400,000 | 400,000 |
Stockholders’ deficit | ||
Preferred stock - Series A; $0.01 par value, 10,000,000 authorized, 4,000,000 outstanding at June 30, 2021 and December 31, 2020, respectively | 40,000 | 40,000 |
Common stock - $0.01 par value, 10,000,000,000 shares authorized; 2,027,085,665 and 2,207,085,665 shares issued and outstanding as of June 30, 2021 and December 31, 2020. | 26,015,155 | 20,270,857 |
Additional paid-in capital | 25,326,799 | 23,344,885 |
Discount for shares issued below par value | (20,761,847) | (17,728,779) |
Accumulated other comprehensive income | 871,636 | 806,719 |
Accumulated deficit | (47,504,454) | (42,459,781) |
Non-controlling interest | 700,000 | 700,000 |
Total stockholders’ deficit | (15,312,711) | (15,026,099) |
Total liabilities, mezzanine debt and stockholders’ deficit | $ 4,193,033 | $ 3,822,466 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Series B Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Series B Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Series B Shares Issued | 400,000 | 400,000 |
Preferred Stock, Series B Shares Outstanding | 400,000 | 400,000 |
Preferred Stock, Seriea A Par Value | $ 0.01 | $ 0.01 |
Preferred Stock, Series A Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Series A Shares Issued | 4,000,000 | 4,000,000 |
Preferred Stock, Series A Shares Outstanding | 4,000,000 | 4,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 10,000,000,000 | 10,000,000,000 |
Common Stock, Shares, Issued | 2,027,085,665 | 2,207,085,665 |
Common Stock, Shares, Outstanding | 2,027,085,665 | 2,207,085,665 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 96,158 | $ 82,301 | $ 186,951 | $ 165,843 |
Operating expenses | ||||
General and administrative | 2,963 | 9,278 | 8,466 | 31,814 |
Rental expense | 1,012 | 1,500 | 2,512 | 2,500 |
Professional fees | (52,744) | 29,029 | (52,708) | 137,050 |
Salaries and wages | 46,275 | 29,639 | 59,127 | 41,990 |
Depreciation | 33,108 | 29,347 | 65,233 | 59,588 |
Total operating expenses | 30,614 | 98,793 | 82,630 | 272,942 |
Operating Income (Loss) | 65,544 | (16,492) | 104,321 | (107,099) |
Other Income (expense) | ||||
Interest income | 568 | 628 | ||
Gain on debt extinguishment | 12,683,678 | 12,683,678 | ||
Penalty on convertible debt | (9,240) | |||
Loss on advance | (120,000) | (120,000) | ||
Warrant exercise | (86,824) | (2,916) | (176,824) | (95,868) |
Fair value of warrants granted to convertible debt holders | (976,788) | |||
Interest expense | (474,008) | (200,583) | (737,988) | (464,766) |
Amortization of debt discount | (847,865) | (126,013) | (1,350,542) | (529,690) |
Derivative liability movement | 1,062,040 | (3,037,674) | (1,546,795) | (13,008,652) |
Foreign exchange movements | (101,247) | (260,689) | (180,738) | 223,362 |
Net (loss) income before taxation | (2,626,438) | 9,039,879 | (4,994,594) | (1,298,407) |
Taxation | ||||
Net (loss) income | (2,626,438) | 9,039,879 | (4,994,594) | (1,298,407) |
Preferred stock dividend | (19,232) | (4,652) | (50,079) | (4,652) |
Net (loss) income available to common stockholders | (2,645,670) | 9,035,228 | (5,044,673) | $ (1,303,059) |
Accumulated other comprehensive income (loss) | ||||
Foreign currency translation adjustment | 35,311 | 101,331 | 64,917 | $ (84,482) |
Total comprehensive (loss) income | $ (2,610,359) | $ 9,136,559 | $ (4,979,756) | $ (1,387,541) |
(Loss) earnings per share | ||||
Basic | $ 0 | $ 0.01 | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding | ||||
Basic | 2,397,374,825 | 1,692,997,018 | 2,271,234,382 | 1,324,768,544 |
Diluted | 2,397,374,825 | 6,674,929,955 | 2,271,234,382 | 1,324,768,544 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Discount To Par Value [Member] | Comprehensive Income [Member] | Retained Earnings [Member] | Minority Shareholders Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 1,554,838 | $ 23,188,527 | $ 727,976 | $ (45,491,885) | $ (20,020,544) | |||
Beginning Balance, Shares at Dec. 31, 2019 | 155,483,897 | |||||||
Exercise of warrants | $ 1,030,000 | (937,048) | 92,952 | |||||
Warrants Exercised, Shares | 103,000,000 | |||||||
Shares issued for commitment fees | $ 27,000 | 138,780 | 165,780 | |||||
Shares issued for commitment fees, Shares | 2,700,000 | |||||||
Conversion of convertible notes | $ 13,166,792 | (12,635,787) | 531,005 | |||||
Conversion of convertible notes, Shares | 1,316,679,078 | |||||||
Foreign currency translation | (185,813) | (185,813) | ||||||
Net income | (10,338,286) | (10,338,286) | ||||||
Ending balance, value at Mar. 31, 2020 | $ 15,778,630 | (13,572,835) | 23,327,307 | 542,163 | (55,830,171) | (29,754,906) | ||
Ending Balance, Shares at Mar. 31, 2020 | 1,577,862,975 | |||||||
Exercise of warrants | $ 810,000 | (807,084) | 2,916 | |||||
Warrants Exercised, Shares | 81,000,000 | |||||||
Conversion of convertible notes | $ 822,273 | (793,990) | 28,283 | |||||
Conversion of convertible notes, Shares | 82,227,272 | |||||||
Extinguishment of debt | (280,311) | 700,000 | 419,689 | |||||
Settlement of liabilities | $ 1,000,000 | (975,000) | 25,000 | |||||
Settlement of liabilities, Shares | 100,000,000 | |||||||
Foreign currency translation | 101,331 | 101,331 | ||||||
Net income | 9,039,879 | 9,039,879 | ||||||
Preferred stock dividends accrued | (4,652) | (4,652) | ||||||
Ending balance, value at Jun. 30, 2020 | $ 18,410,903 | (16,429,220) | 23,327,307 | 643,494 | (46,794,944) | 700,000 | (20,142,460) | |
Ending Balance, Shares at Jun. 30, 2020 | 1,841,090,247 | |||||||
Beginning balance, value at Dec. 31, 2020 | $ 40,000 | $ 20,270,857 | 23,344,885 | (17,728,779) | 806,719 | (42,459,781) | 700,000 | (15,026,099) |
Beginning Balance, Shares at Dec. 31, 2020 | 4,000,000 | 2,027,085,665 | ||||||
Fair value of warrants issued to convertible debt holders | 1,207,214 | 1,207,214 | ||||||
Exercise of warrants | $ 600,000 | (510,000) | 90,000 | |||||
Warrants Exercised, Shares | 59,999,999 | |||||||
Conversion of convertible notes | $ 1,757,635 | 97,000 | (582,850) | 1,271,785 | ||||
Conversion of convertible notes, Shares | 175,763,466 | |||||||
Foreign currency translation | 29,606 | 29,606 | ||||||
Net income | (2,368,156) | (2,368,156) | ||||||
Preferred stock dividends accrued | (30,847) | (30,847) | ||||||
Ending balance, value at Mar. 31, 2021 | $ 40,000 | $ 22,628,492 | 24,649,099 | (18,821,629) | 836,325 | (44,858,784) | 700,000 | (14,826,497) |
Ending Balance, Shares at Mar. 31, 2021 | 4,000,000 | 2,262,849,130 | ||||||
Fair value of warrants issued to convertible debt holders | 677,700 | 677,700 | ||||||
Exercise of warrants | $ 423,530 | (336,707) | 86,823 | |||||
Warrants Exercised, Shares | 42,353,038 | |||||||
Conversion of convertible notes | $ 2,963,133 | (1,603,511) | 1,359,622 | |||||
Conversion of convertible notes, Shares | 296,313,108 | |||||||
Foreign currency translation | 35,311 | 35,311 | ||||||
Net income | (2,626,438) | (2,626,438) | ||||||
Preferred stock dividends accrued | (19,232) | (19,232) | ||||||
Ending balance, value at Jun. 30, 2021 | $ 40,000 | $ 26,015,155 | $ 25,326,799 | $ (20,761,847) | $ 871,636 | $ (47,504,454) | $ 700,000 | $ (15,312,711) |
Ending Balance, Shares at Jun. 30, 2021 | 4,000,000 | 2,601,515,276 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities | ||
Net loss | $ (4,994,594) | $ (1,298,407) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 65,233 | 59,588 |
Gain on debt extinguishment | (12,683,678) | |
Non-cash interest accrual on escrow deposit | (23) | |
Warrant exercise | 176,824 | 95,868 |
Non-cash interest converted to equity | 344,701 | 96,754 |
Shares issued for services | 165,780 | |
Fair value of warrants granted | 976,788 | |
Amortization of debt discount | 1,350,542 | 529,689 |
Unrealized foreign exchange gain | 39,468 | (257,286) |
Derivative liability movements | 1,546,795 | 13,008,652 |
Changes in operating assets and liabilities | ||
Accounts receivable | 102,827 | |
Prepaid expenses and other current assets | 83,840 | (98,364) |
Accounts payable and accrued liabilities | 1,544 | 142,632 |
Taxes payable | 25,501 | 21,574 |
Net cash used in operating activities | (383,358) | (114,394) |
Investing activities | ||
Other investments | (498,020) | |
Deposit refunded | 5,995 | |
Net cash (used in) provided by investing activities | (498,020) | 5,995 |
Financing activities | ||
Decrease in bank overdraft | (4,375) | |
Repayment of mortgage loans | (58,449) | (51,830) |
Proceeds from convertible notes | 1,262,149 | 20,000 |
Repayment of convertible notes | (709,778) | (38,348) |
Proceeds from federal assistance loans | 173,406 | 156,782 |
Proceeds from related party notes | 23,974 | 28,389 |
Net cash provided by financing activities | 691,302 | 110,618 |
Effect of exchange rate on cash | 133,230 | (5,069) |
Net change in cash | (56,846) | (2,850) |
Beginning cash balance | 90,500 | 2,975 |
Ending cash balance | 33,654 | 125 |
Supplemental cash flow information | ||
Cash paid for interest | 303,336 | 201,645 |
Cash paid for income taxes | ||
Non-cash investing and financing activities | ||
Fair value of warrants issued | $ 908,126 |
Nature of business
Nature of business | 6 Months Ended |
Jun. 30, 2021 | |
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 Greenstone Healthcare Corporation from Nova Natural Resources Corporation. As of December 31, 2017, the Company owned 100% of the outstanding shares of Greenstone 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 Company acquired 100% of the stock of CCH from Leon Developments Ltd. (“Leon Developments”), a company wholly owned by Shawn E. Leon, who is the President, CEO, and CFO of the Company (“Mr. Leon”). CCH owns the real estate on which the Canadian Rehab Clinic is located. 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, and the issuance of 60,000,000 shares of the Company’s common stock to Leon Developments, valued at US$0.0364 per share. The Asset Purchase Agreement and Lease Under the APA, the assets of the Canadian Rehab Clinic were sold by the Company, through its subsidiary, Greenstone Clinic Muskoka Inc. (“Muskoka”), to Canadian Addiction Residential Treatment LP (the “Purchaser”), for a total consideration of CDN$10,000,000. 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. On April 2, 2019, the Company disposed of the real property located at 801 Andrews Avenue, Delray Beach for gross proceeds of $3,500,000. Since June 30, 2020, the Company has been actively involved in the operation of the treatment center operated by Evernia Health Center LLC (“Evernia”) at 950 Evernia Street, West Palm Beach Florida. Subsequent to the period end, on July 1, 2021, the Company closed on this acquisition purchasing a majority interest in this company and has been financing the operations of this facility. This operation is the only treatment center of the Company. |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Financial Reporting The (a) unaudited condensed consolidated balance sheets as of June 30, 2021, which have been derived from the unaudited condensed consolidated financial statements, and as of December 31, 2020, which have been derived from audited consolidated financial statements, and (b) the unaudited condensed consolidated statements of operations and cash flows of the Company, have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of results that may be expected for the year ending December 31, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (“SEC”) on April 15, 2021. All amounts referred to in the notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. a) Use of Estimates The preparation of condensed consolidated 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 consolidated 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 condensed 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. ● Non-monetary, non-current and 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 six months ended June 30, 2021, a closing rate of CDN$1.0000 equals US$0.8068 and an average exchange rate of CDN$1.0000 equals US$0.8019. For the six months ended June 30, 2020, a closing rate of CAD$1.0000 equals US$0.7338 and an average exchange rate of CAD$1.0000 equals US$0.7326. c) Revenue Recognition ASC 606 requires companies to exercise more judgment and recognize revenue using a five-step process. 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 and comprehensive loss. 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 does 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 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 receivables were $ 3,159 3,075 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. 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. d) Cash and cash equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company maintains cash and cash equivalents with several financial institutions in the USA and Canada. The Company primarily places cash balances in the USA with high-credit quality financial institutions located in the United States which are insured by the Federal Deposit Insurance Corporation up to a limit of $250,000 per institution, in Canada which are insured by the Canadian Deposit Insurance Corporation up to a limit of CDN$100,000 per institution. e) 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. f) 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. g) Financial instruments The Company initially measures its financial assets and liabilities at fair value, except for certain non-arm’s length transactions. The Company subsequently measures all its financial assets and financial liabilities at amortized cost. Financial assets measured at amortized cost include cash and accounts receivable. Financial liabilities measured at amortized cost include bank indebtedness, accounts payable and accrued liabilities, harmonized sales tax payable, withholding taxes payable, convertible notes payable, 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 and Comprehensive Loss. h) Property and equipment Property and equipment is recorded at cost. Depreciation is calculated on the straight line basis over the estimated life of the asset: i) Leases The Company accounts for leases in terms of AC 842 whereby 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. Operating leases are recognized on the balance sheet as a lease liability with a corresponding right of use asset for all leases with a term that is more than twelve months. Payments under operating leases are expensed as incurred. j) 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. k) 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). l) 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 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. m) 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. n) Recent accounting pronouncements The FASB issued several additional updates during the period, none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption. o) 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, June 30, 2021 and December 31, 2020. 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 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 $ 11,435,067 , which includes derivative liabilities of $ 2,775,895 45,696,098 . The Company is 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 that of 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 interest rate risk on its convertible debt, mortgage loans, short term loans, third party loans and government assistance loans as of June 30, 2021. In the opinion of management, interest rate risk is assessed as moderate. 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 June 30, 2021, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $8,829 increase or decrease in the Company’s after tax net income from operations. The Company has not entered into any hedging agreements to mitigate this risk. In the opinion of management, currency risk is assessed as low, material and remains unchanged from that of 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. p) Comparative and prior period disclosures The comparative and prior period disclosed amounts presented in these unaudited condensed consolidated financial statements have been reclassified where necessary to conform to the presentation used in the current year and period. |
Going concern
Going concern | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going concern | 3. Going concern The Company’s condensed consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. At June 30, 2021 the Company has a working capital deficiency of $ 11,435,067 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 requirements 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 condensed 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. |
Other current assets
Other current assets | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other current assets | 4. Other current assets Other current assets includes the following: 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 $120,000 at March 31, 2021. These funds were advanced as short-term promissory notes that are immediately due and payable. The Company has no intention to close on the purchase of LLW, and management recorded a full reserve against this advance as they believe it is not recoverable. |
Other investments
Other investments | 6 Months Ended |
Jun. 30, 2021 | |
Other Investments | |
Other investments | 5. Other investments On June 30, 2020, the Company entered into an agreement whereby the Company will acquire 51% of American Treatment Holdings, Inc. (“ATHI”) from The Q Global Trust (“Seller”) and Lawrence B Hawkins (“Hawkins”), which in turn owns 100% of Evernia Health Services LLC. (“Evernia”), which operates drug rehabilitation facilities. The consideration for the acquisition is a loan to be provided by the purchaser to Evernia in the amount of $500,000. As of June 30, 2021, the Company had advanced Evernia approximately $1,188,470 including accrued interest thereon. The Company originally had a 180 day option, from the advancement of the first tranche to Evernia, to purchase an additional 9% of ETHI for a purchase consideration of $50,000. The option has been extended and the Company had made a down payment of $10,000 towards exercising this option. On June 30, 2020, the Company entered into an agreement whereby the Company will acquire 51% of Behavioral Health Holdings, Inc. (“BHHI”) from The Q Global Trust (“Seller”) and Lawrence B Hawkins, which in turn owns 100% of Peace of Mind Counseling Services, Inc. (“PMCS”), which operates drug rehabilitation facilities. The consideration for the acquisition is still to be determined. The Company is currently considering its options to acquire a stake in BHHI and may renegotiate the deal terms. On July 12, 2020, the Company entered into a five year option agreement with Leonite Capital LLC (“Leonite”) and other investors (collectively the “Transferees”), the Company agreed to sell to Leonite a portion of the total outstanding shares of ATHI from the shares of ATHI held by the company. The Company provided Leonite an option to purchase 33% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that Leonite made to the Company totaling $655,000. Leonite shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Leonite to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. On September 14, 2020, the Company entered into a five year option agreement with Ed Blasiak (“Blasiak”) whereby the Company agreed to sell to Blasiak a portion of the total outstanding shares of ATHI. The Company provided Blasiak an option to purchase 2.5% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that Blasiak made to the Company totaling $50,000. Blasiak shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Blasiak to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. On October 29, 2020, the Company entered into a five year option agreement with First Fire whereby the Company agreed to sell to First Fire a portion of the total outstanding shares of ATHI. The Company provided First Fire an option to purchase 6.25% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that First Fire made to the Company totaling $125,000. First Fire shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by First Fire to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. On October 29, 2020, the Company entered into a five year option agreement entered into with Bauman, so that the Company agreed to sell to Bauman a portion of the total outstanding shares of ATHI. The Company provided Bauman an option to purchase 6.25% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that Bauman made to the Company totaling $125,000. Bauman shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Bauman to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. On April 28, 2021, the Stock Purchase Agreement date June 30, 2020 between the Company and the Q Global Trust, and ATHI was amended whereby the option to purchase an additional 9% of ATHI for $50,000 was amended to purchase an additional 24%, an increase of 15% over the prior option, for 100,000,000 shares of common stock. The remaining condition to closing, the receipt of approval for the change of ownership of the license from the Department of Children and Family Services of Florida, was satisfied by the probationary approval, which was received on June 30, 2021. The Company exercised the option and issued the 100,000,000 shares of common stock and paid $25,000 of the $50,000 due to the Seller, in terms of the amended agreement as of the date of this report. In addition to the consideration paid for the additional equity the Company agreed to execute a promissory note for the payment of any unpaid management fees at the time of Closing such that the unpaid fees shall be paid pari-passu with the repayment of the Loan Agreement and Seller agrees that any funds advanced to the Company by Behavioural Health Holdings, LLC shall be forgiven and considered contributed capital to ATHI. The Company agrees to advance up to $1,100,000 under the Loan Agreement for the funding of the operations of ATHI as required without any contribution required by the Seller. |
Due on sale of business
Due on sale of business | 6 Months Ended |
Jun. 30, 2021 | |
Due On Sale Of Business | |
Due on sale of business | 6. Due on sale of business 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 June 30, 2021, CDN$1,055,042 of the escrow had been refunded to the Company and CDN$461,318 had been used to affect building improvements to the premises owned by CCH, for a total reduction of CDN$1,516,360. The remaining escrow balance was CDN$6,485 (approximately US$ 5,233). |
Property and equipment
Property and equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | 7. Property and equipment Property and equipment consists of the following: Schedule of property and equipment June 30, 2021 December 31, 2020 Cost Accumulated depreciation Net book value Net book value Land $ 173,471 $ — $ 173,471 $ 168,866 Property 3,281,543 (559,824 ) 2,721,719 2,713,354 $ 3,455,014 $ (559,824 ) $ 2,895,190 $ 2,882,220 Depreciation expense for the six months ended June 30, 2021 and 2020 was $ 65,233 59,588 |
Taxes Payable
Taxes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Taxes Payable | |
Taxes Payable | 8. Taxes Payable The taxes payable consist of: ● A payroll tax liability of $147,321 (CDN$182,589) in Greenstone Muskoka which has not been settled as yet. ● A GST/HST tax payable of $101,165 (CDN$125,384). ● 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. Schedule of Taxation Payable June 30, 2021 December 31, 2020 Payroll taxes $ 147,321 $ 143,410 HST/GST payable 101,165 73,503 US penalties due 250,000 250,000 Income tax payable 393,819 383,364 Taxes Payable $ 892,305 $ 850,277 |
Short-term Convertible Notes
Short-term Convertible Notes | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Short-term Convertible Notes | 9. Short-term Convertible Notes The short-term convertible notes consist of the following: Short term convertible notes Interest rate Maturity Date Principal Interest Debt Discount June 30, 2021 December 31, 2020 Leonite Capital, LLC 8.5 % — $ — $ — $ — $ — $ 70,583 12.0 % June 12, 2021 595,125 29,133 — 624,258 147,058 First Fire Global Opportunities Fund 6.5 % October 29,2021 — — — — 25,297 Auctus Fund, LLC 0.0 % May 7, 2020 100,000 — — 100,000 150,000 10.0 % August 13, 2021 — — — — 40,202 Labrys Fund, LP 12.0 % November 30, 2021 218,000 4,215 (91,381 ) 130,834 26,159 11.0 % May 7, 2022 550,000 9,075 (468,630 ) 90,445 — 11.0 % June 2, 2022 230,000 1,968 (212,356 ) 19,612 — Ed Blasiak 6.5 % September 14, 2021 55,000 2,870 (11,452 ) 46,418 17,347 Joshua Bauman 6.5 % September 14, 2021 38,889 1,140 (8,221 ) 31,808 43,247 Geneva Roth Remark Holdings, Inc. 9.0 % August 29, 2021 — — — — 19,238 9.0 % October 15, 2021 — — — — 6,753 9.0 % January 3, 2022 53,500 1,592 (32,695 ) 22,397 — Series N convertible notes 6.0 % On Demand 3,229,000 521,407 — 3,750,407 3,654,333 5,069,514 571,400 (824,735 ) $ 4,816,179 $ 4,200,217 Leonite Capital, LLC Convertible Promissory Notes 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 was 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 was to 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 amended and restated 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; 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 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 January 17, 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 $71,111, including an Original Issue Discount of $7,111, for net proceeds of $64,000. The note had a maturity date of July 25, 2019 and bears interest at 11.0% 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 $4,978 settled through the issue of 71,111 shares of common stock. In conjunction with this note the Company issued a five year warrant to purchase 1,185,183 shares of common stock at an exercise price of $0.10 per share, subject to anti-dilution and price protection. 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 all of the convertible notes above were extended to December 31, 2019 and has subsequently been partially settled by the transfer of the property located at 810 Andrews Avenue, Delray Beach, Florida, valued at $1,500,000. On August 26, 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 $60,000, including an Original Issue Discount of $10,000, for net proceeds of $47,000. The note had a maturity date of September 10, 2019 and bears interest at 1.0% 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. In conjunction with this note the Company issued a five year warrant to purchase 1,000,000 shares of common stock at an exercise price of $0.10 per share, subject to anti-dilution and price protection. On October 10, 2019, the Company transferred a warranty deed to the real property located at 810 Andrews Avenue, Delray Beach, Florida to Leonite Capital LLC, in settlement of indebtedness of $1,398,514 and additional expenses related to the disposal of the property of $36,470. These expenses of $36,470 were provided for resulting in net proceeds recognized on the transfer of the property of $1,362,044. On July 12, 2020, the company entered into a debt extinguishment agreement with Leonite whereby the following occurred: 1. The total amount outstanding under the note, including principal and interest was reduced to $150,000 2. $700,000 of the note was converted into Series A Redeemable Preferred shares in the Company’s subsidiary, Cranberry Cove Holdings, accruing dividends at 10% per annum. 3. $400,000 of the note was converted into series B Preferred stock in the Company for a 12 month period, mandatorily redeemable by the Company accruing dividends at 6% per annum payable in cash or stock, subject to certain conditions. 4. The remaining balance of $150,000 will accrue interest at 8.5% per annum and is convertible into common stock and repayable in 6 monthly installments of $25,000 commencing after December 12, 2020. 5. The existing warrants were cancelled and a new five year warrant, with a cashless exercise option, exercisable for a minimum of 326,286,847 shares of common stock and a maximum of 20% of the outstanding equity of the Company at an initial exercise price of $0.10 per share subject to adjustment based on new stock issuances or the lowest volume weighted exercise price of the stock for 30 days immediately preceding the exercise was issued to Leonite. On December 28, 2020, Leonite converted $80,000 plus accrued interest of $5,949 of the Leonite loan amended on July 12, 2020, into 96,331,811 shares of common stock at a conversion price of $0.0009, thereby realizing a loss on conversion of $240,616. On January 8, 2021, Leonite converted the remaining principal amount of $70,000, plus accrued interest thereon of $137, into 78,763,466 shares of common stock at a conversion price of $0.0009 per share. On July 12, 2020, the Company entered into a Senior Secured Convertible Note agreement with Leonite for $440,000 with an original issue discount of $40,000 for gross proceeds of $400,000, the initial tranche advanced will be for cash of $200,000 plus the OID of $20,000, the remaining advances will be at the discretion of the Leonite. The loan bears interest at 6.5% per annum and matures on June 12, 2021. The Company is required to make monthly payments of the accrued interest on the advances made. The note is convertible into common shares at the option of the holder at $0.10 per share, or 80% multiplied by the price per share paid in subsequent financings or after a six month period from the effective date at 60% of the lowest trading price during the preceding 21 consecutive trading days. The note has both conversion price protection and anti-dilution protection provisions. On July 12, 2020, the Company entered into a five year option agreement with Leonite Capital LLC (“Leonite”) and other investors (collectively the “Transferees”), the Company agreed to sell to Leonite a portion of the total outstanding shares of ATHI from the shares of ATHI held by the company. The Company has provided Leonite an option to purchase 33% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that Leonite made to the Company totaling $655,000. Leonite shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Leonite to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. In terms of clause 3.12 of the Senior secured convertible Promissory Note Agreement (“Leonite Note”) entered into with Leonite and the amendments thereto, the terms of the convertible promissory note issued to Labrys Fund LP on November 30, 2020, as described below, contained terms more favorable than those contained in the Leonite Note, resulting in an adjustment made to the Original issue discount of $4,000 and the issuance of five year warrants exercisable for 145,454,547 shares of common at an exercise price of $0.00205 per share, for all advances made to the Company by Leonite in terms of the Leonite Note, up to and including December 31, 2020. On January 8, January 22, February 4, and February 19, 2021, Leonite advanced the company an aggregate cash amount of $290,000, including a revised original issue discount of $74,556 for an aggregate principal sum added to the Leonite Note of $364,556. On March 3, 2021, in terms of a conversion notice, Leonite converted the principal sum of $82,681 and interest thereon of $12,319 of the Leonite Note into 97,000,000 shares of common stock at a conversion price of $0.009 per share. On June 1, 2021, in terms of a conversion notice, Leonite converted the principal sum of $25,084 and interest thereon of $4,166 of the Leonite Note into 30,000,000 shares of common stock at a conversion price of $0.009 per share. On June 10, 2021, in terms of a conversion notice, Leonite converted the principal sum of $58,908 and interest thereon of $342 of the Leonite Note into 60,000,000 shares of common stock at a conversion price of $0.009 per share. Secured Promissory Notes On April 16, 2021, the Company, entered into a secured Promissory Note in the aggregate principal amount of $30,000 for net proceeds of $25,000 after an original issue discount of $3,000 and fees of $2,000. The Note had a maturity date of April 19, 2021 and bore interest at the rate of zero percent per annum from the date on which the Note was issued until the same became due and payable. The Company repaid the note on April 19, 2021 for $28,889, after a reduction on the fees paid of $1,111. On April 29, 2021, the Company, entered into a secured Promissory Note in the aggregate principal amount of $46,000 for net proceeds of $40,000 after an original issue discount of $6,000. The Note had a maturity date of May 3, 2021 and bore interest at the rate of zero percent per annum from the date on which the Note was issued until the same became due and payable. The Company repaid the note on May 3, 2021 for $46,000. On April 30, 2021, the Company, entered into a secured Promissory Note in the aggregate principal amount of $140,000 for net proceeds of $119,449 after an original issue discount of $14,000 and fees of $6,551. The Note had a maturity date of May 7, 2021 and bore interest at the rate of zero percent per annum from the date on which the Note was issued until the same became due and payable. The Company repaid the note on May 10, 2021 for $140.000. On May 27, 2021, the Company, entered into a secured Promissory Note in the aggregate principal amount of $70,000 for net proceeds of $60,000 after an original issue discount of $10,000. The Note had a maturity date of June 4, 2021 and bore interest at the rate of zero percent per annum from the date on which the Note was issued until the same became due and payable. The Company repaid the note on June 4, 2021 for $70,000. Power Up Lending Group LTD On July 8, 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. The Note had a maturity date of April 30, 2020 and bore 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 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 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. Between January 10, 2020 and January 24, 2020, in terms of conversion notices received, Power Up converted the aggregate principal amount of $53,000 and interest thereon of $1,085 into 75,618,509 shares of common stock at an average conversion price of $0.000715 per share. On July 15 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 $83,000. The Note has a maturity date of April 30, 2020 and bore 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 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 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. Between January 24, 2020 and February 27, 2020, in terms of conversion notices received, Power Up converted the aggregate principal amount of $41,400 into 453,800,493 shares of common stock at an average conversion price of 0.0000912 per share. On June 1, 2020, The Company repaid the Power Up Lending Group $41,600 in full settlement of the convertible note entered into on July 15, 2019. First Fire Global Opportunities Fund 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 had a maturity date of December 9, 2019. The outstanding principal amount of the note was 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 had certain buyback terms if the Company consummated 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. Between September 11, 2019 and December 30, 2019, in terms of a conversion notices received, the Company issued 11,887,445 shares of Common stock in settlement of $36,592 of principal outstanding. Between January 6, 2020 and February 26, 2020, in terms of conversion notices received, First Fire converted an aggregate principal amount of $83,902 into 308,100,000 shares of common stock at an average conversion price of $0.000272 per share. On June 3, 2020, the Company entered into an agreement with First Fire whereby the remaining balance of the convertible note of $73,006 would be settled by two payments of $25,000 each. Between July 2, 2020 and August 17, 2020, the Company repaid the remaining principal outstanding of $50,000 plus additional interest charges of $1,500. On October 29, 2020, the Company entered into a Securities Purchase Agreement, pursuant to which the Company issued a senior secured convertible promissory note in the aggregate principal amount of $137,500, including an OID of $12,500. The note bears interest at 6.5% per annum and matures on October 29, 2021. The note is senior to any future borrowings and commencing on November 29, 2020 the Company will make monthly payments of the accrued interest under the note. The note may be prepaid at certain prepayment penalties and is convertible into shares of common stock at a conversion price at the option of the holder at $0.001 per share, adjusted for anti-dilution provisions; or 80% of the price per share of subsequent equity financings or; after six months 60% of the lowest trading price during the preceding six month period. On October 29, 2020, the Company entered into a five year option agreement with First Fire whereby the Company agreed to sell to First Fire a portion of the total outstanding shares of ATHI. The Company provided First Fire an option to purchase 6.25% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that First Fire made to the Company totaling $125,000. First Fire shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by First Fire to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. In terms of clause 3.12 of the Senior secured convertible Promissory Note Agreement (“First Fire Note”) entered into with First Fire, the terms of the convertible promissory note issued to Labrys Fund LP on November 30, 2020, as described below, contained terms more favorable than those contained in the First Fire Note, resulting in an adjustment made to the Original issue discount of $1,389 and the issuance of five year warrants exercisable for 50,505,051shares of common at an exercise price of $0.00205 per share, for the advance made to the Company by First Fire in terms of the First Fire Note. On May 10, 2021, the Company repaid the principal outstanding of $138,889, including interest and early settlement penalty thereon for the payment of $164,913. Auctus Fund, LLC On August 7 2019, the Company, entered into a Securities Purchase Agreement with Auctus Fund, LLC, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $225,000. The Note had a maturity date of May 7, 2020 and bore interest at the rate of ten 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 is convertible at any time and from time to time at the election of Auctus Fund, LLC 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 60% of the lowest closing bid price of the Company’s common stock for the thirty trading days prior to conversion. On June 15, 2020, The Company entered into an amended agreement with Auctus whereby Auctus agreed to discharge the principal amount of the note by nine equal monthly installments of $25,000 commencing in October 2020. During the three months ended March 31, 2021, the Company repaid Auctus the principal sum of $35,000. On August 13, 2020, the Company entered into a Securities Purchase Agreement with Auctus Fund LLC, pursuant to which the Company issued a convertible promissory note in the aggregate principal amount of $100,000 for net proceeds of $85,000 after certain fees and expenses of $15,000. The note has a maturity date of August 13, 2021 and bears interest at 10% per annum. The interest due on the note for the full twelve month period is due immediately upon issuance of the note, regardless of acceleration or prepayment. The principal amount of the note is payable in six monthly instalments of $16,666.66 commencing 180 days after the issuance date, the balance outstanding under the note due at maturity date. In the event a default occurs under the Note, the Note is convertible into shares of common stock at a conversion price equal to the lowest trading price over the prior 5 days prior to the date of the note or the five day volume weighted market price prior to the date of conversion. The Company is required to adhere to certain covenants including covenants concerning distributions of capital stock; restrictions on stock repurchases, additional borrowings sales of assets and loans and advances made by the Company. In conjunction with the issuance of the promissory note, the Company issued a five year warrant exercisable for 66,666,666 shares of common stock at an exercisable price of $0.0015 per share subject to anti-dilution and price protection adjustments. The Company also issued a second five year warrant exercisable for 66,666,666 shares of common stock at an exercisable price of $0.0015 per share subject to anti-dilution and price protection adjustments, which warrants will only be exercisable upon an event of default on the convertible note. On March 9, 2021, Auctus exercised its warrant for 66,666,666 shares of common stock on a cashless exercise basis, resulting in the issue of 59,999,999 shares of common stock. On May 10, 2021, the company settled the remaining balance of the August 13, 2020 convertible promissory with an aggregate principal amount of $95,000, together with interest and settlement penalty thereon for the payment of $110,000. In addition, on May 10, 2021, the Company paid a further $15,000 of principal on the convertible promissory note entered into on August 7, 2019, thereby reducing the principal outstanding to $100,000. Labrys Fund, LP On July 8, 2019, the Company, entered into a Securities Purchase Agreement with Labrys Fund, LP (“Labrys”), pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $282,000 for net proceeds of $253,800 after an original issue discount of $28,200. The Note had a maturity date of January 8, 2020 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 Labrys 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 60% of the lowest closing bid price of the Company’s common stock for the thirty trading days prior to conversion. In connection with the issuance of the convertible promissory note to Labrys, the Company issued 2,700,000 returnable shares. These shares were returnable if the note was paid prior to maturity date on January 8, 2020. The company had not repaid the note on the maturity date, January 8, 2020, therefore the 2,700,000 shares were recorded as a charge to expense as an additional fee amounting to $165,780, the value of the shares on the date of issuance. Between January 15, 2020 and February 25, 2020, in terms of conversion notices received, Labrys converted the aggregate principal sum of $8,936 and interest of $19,867 into 479,160,076 shares of common stock at an average conversion price of 0.00006 per share. On May 15, 2020 the Company entered into an amended agreement with Labrys Fund LP whereby default interest and penalties were waived, no further conversions will be effectuated and the Company committed to make eight equal payments of $25,000 commencing on October 15, 2020, in full settlement of the balance outstanding. No event of default will occur as long as the Company makes all scheduled payments. Between October 21, 2020 and November 30, 2020, the Company repaid principal of $37,500. The Company was unable to adhere to the amended repayment schedule and default penalty and penalty interest was reinstated. On November 30, 2020, Labrys converted principal of $235,564 and interest thereon of $20,416 into 91,421,457 shares of common stock, realizing a gain on conversion of $4,571, thereby extinguishing the note. On November 30, 2020, the Company, entered into a Securities Purchase Agreement with Labrys, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $275,000 for net proceeds of $239,050 after an original issue discount of $27,500 and certain legal expenses. The Note has a maturity date of November 30, 2021 and bears 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 has 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 Labrys 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 60% of the lowest closing bid price of the Company’s common stock for the thirty trading days prior to conversion. In connection with the issuance of the convertible promissory note to Labrys, the Company granted Labrys a five-year warrant to purchase 100,000,000 shares of common stock at an exercise price of $0.00205 per share. The value of the warrant was accounted for as a debt discount. On May 3, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $57,000 including interest thereon of $33,000 into 100,000,000 shares of common stock. On May 7, 2021, the Company, entered into a Securities Purchase Agreement with Labrys, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $550,000 for net proceeds of $477,700 after an original issue discount of $55,000 and certain legal expenses of $17,300. The Note has a maturity date of May 7, 2022 and bears interest at the rate of eleven 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 has 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 Labrys 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 $0.005, subject to anti-dilution adjustments. In connection with the issuance of the convertible promissory note to Labrys, the Company granted Labrys a five-year warrant to purchase 91,666,666 shares of common stock at an exercise price of $0.006 per share. The value of the warrant was accounted for as a debt discount. On June 2, 2021, the Company, entered into a Securities Purchase Agreement with Labrys, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $230,000 for net proceeds of $200,000 after an original issue discount of $23,000 and certain legal expenses of $7,000. The Note has a maturity date of June 2, 2022 and bears interest at the rate of eleven 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 has 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 Labrys 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 $0.004, subject to anti-dilution adjustments. In connection with the |
Mortgage loans
Mortgage loans | 6 Months Ended |
Jun. 30, 2021 | |
Mortgage Loans | |
Mortgage loans | 10. Mortgage loans Mortgage loans is disclosed as follows: Mortgage loans Interest Maturity Principal Accrued June 30, December 31, Cranberry Cove Holdings, Ltd. Pace Mortgage 4.2 % July 19, 2022 $ 4,007,457 $ 5,073 $ 4,012,530 $ 3,963,781 Disclosed as follows: Short-term portion $ 121,511 $ 115,704 Long-term portion 3,891,019 3,848,077 $ 4,012,530 $ 3,963,781 The aggregate amount outstanding is payable as follows: Amount Within the next twelve months $ 121,511 Thereafter 3,891,019 Total $ 4,012,530 Cranberry Cove Holdings, Ltd. 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 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. |
Short term loans
Short term loans | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Short term loans | 11. Short term loans On April 12, 2019, Eileen Greene, a related party assigned CDN$1,000,000 of the amount owed by the Company to her, to a third party. The loan bears interest at 12% per annum which the Company agreed to pay. During the current period the Company repaid CDN$160,000 (approximately $131,557). |
Government assistance loans
Government assistance loans | 6 Months Ended |
Jun. 30, 2021 | |
Government Assistance Loans | |
Government assistance loans | 12. Government assistance loans On May 10, 2020, the Company was granted a government assistance loan in the aggregate principal amount of $156,782. The loan is forgivable if the Company demonstrates that the proceeds were used for expenses such as employee costs during the pandemic. Should the loan not be forgiven, interest is payable on the loan at the rate of 1% per annum and the principal is repayable and interest is payable over an 18 month period. No payments have been made to date and the Company expects the loan to be forgiven, therefore no interest has been accrued. On December 1, 2020, CCH was granted a Covid-19 related government assistance loan in the aggregate principal amount of CDN$ 40,000 (Approximately $31,000). the grant is interest free and CDN$ 10,000 is forgivable if the loan is repaid in full by December 31, 2022. On January 12, 2021, CCH received a further CDN$ 20,000 Covid-19 related government assistance loan. The loan is interest free and if repaid by December 31, 2022, CDN$ 10,000 is forgivable. On May 3, 2021, a Company subsidiary, Addiction Recovery Institute of America LLC, closed on a second PPP loan through Lendistry for net proceeds of $157,367. |
Derivative liability
Derivative liability | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Liability | |
Derivative liability | 13. Derivative liability The short-term convertible notes issued to convertible note holders disclosed in note 9 above, have variable priced conversion rights with no fixed floor price and will reprice dependent on the share price performance over varying periods of time. This gives rise to a derivative financial liability, which was initially valued at inception of the convertible notes at $109,574 using a Black-Scholes valuation model, after taking into account the value of warrants issued to the convertible note holders. The derivative liability is marked-to-market on a quarterly basis. As of June 30, 2021, the derivative liability was valued at $ 2,775,895 The following assumptions were used in the Black-Scholes valuation model: Schedule of assumption used in Black Scholes Six months ended Calculated stock price $ 0.001 0.0055 Risk free interest rate 0.03 0.67 % Expected life of convertible notes and warrants 3 60 expected volatility of underlying stock 109.8 299.1 % Expected dividend rate 0 % The movement in derivative liability is as follows: Schedule of derivative liability June 30, December 31, Opening balance $ 4,765,387 $ 8,694,272 Derivative liability mark-to-market on convertible debt extinguishment — 126,444,276 Derivative liability on revised convertible notes and warrants arising from convertible debt extinguishment — 6,349,265 Derivative liability cancelled on debt extinguishment (1,837,505 ) (145,109,526 ) Derivative liability on issued convertible notes 109,574 1,129,050 Fair value adjustments to derivative liability 1,546,795 7,258,050 Closing balance $ 4,584,251 $ 4,765,387 |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | 14. Related party transactions Shawn E. Leon As of June 30, 2021 and December 31, 2020 the Company had a payable to Shawn Leon of $ 373,231 322,744 Due to the current financial position of the Group, Mr. Leon forfeited the management fees due to him for the three and six months ended June 30, 2021 and for the year ended December 31, 2020. Leon Developments, Ltd. As of June 30, 2021 and December 31, 2020, the Company owed Leon Developments, Ltd. $ 966,538 930,307 Eileen Greene As of June 30, 2021 and December 31, 2020, the Company owed Eileen Greene, the spouse of our CEO, Shawn Leon, $ 1,532,284 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 | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholder’s deficit | 15. Stockholder’s deficit a) Common shares Authorized and outstanding The Company has authorized 10,000,000,000 0.01 On January 8, 2021, the Company issued 78,763,466 shares of common stock to Leonite in connection with a conversion notice received, converting principal and interest of $70,137. On March 3, 2021, the Company issued 97,000,000 shares of common stock to Leonite in connection with a conversion notice received, converting principal and interest of $95,000. On March 9, 2021, the Company received notification of exercise of warrants for 66,666,666 shares on a cashless basis, resulting in the issuance of 59,999,999 shares of common stock valued on the date of issuance at $90,000. On May 3, 2021, the Company issued 100,000,000 shares of common stock to Labrys in connection with a conversion notice received, converting principal and interest of $90,000. On May 13 2021, the Company received notification of exercise of warrants for 50,505,051 shares on a cashless basis, resulting in the issuance of 42,353,038 shares of common stock valued on the date of issuance at $86,824. On June 1, 2021, the Company issued 30,000,000 shares of common stock to Leonite in connection with a conversion notice received, converting principal and interest of $59,250. On June 8, 2021, the Company issued 106,313,288 shares of common stock to Joshua Bauman in connection with a conversion notice received, converting principal and interest of $105,563. On June 10, 2021, the Company issued 60,000,000 shares of common stock to Leonite in connection with a conversion notice received, converting principal and interest of $59,250. b) Series A Preferred shares Authorized, issued and outstanding The Company has authorized 10,000,000 Series A preferred shares with a par value of $0.01 per share. The company has issued and outstanding 4,000,000 Series A Preferred shares at June 30, 2021 and December 31, 2020, respectively. c) Series B Preferred shares Authorized and outstanding The Company has authorized 400,000 Series B preferred shares with a par value of $1.00 per share. The company has issued and outstanding 400,000 Series B Preferred shares at June 30, 2021 and December 31, 2020, respectively. d) Warrants The Secured Promissory Note Agreements entered into with Leonite, First Fire and Bauman contain certain conversion price protection and anti-dilution protection provisions, which were triggered as a result of the terms contained in the promissory note issued to Labrys Fund LP on November 30, 2020. As a result, the Company issued five year warrants exercisable for 246,464,649 shares of common stock at an exercise price of $0.00205 per share, for all advances made to the Company by the lenders in terms of the secured Promissory Note Agreements. Between January 8, 2021 and February 19, 2021, Leonite advanced the Company an additional $290,000 and in terms of clause 3.12 of the Secured Promissory Note Agreement entered into with Leonite, the Company granted Leonite five year warrants exercisable for 131,111,112 shares of common stock at an exercise price of $0.00205 per share. On March 9, 2021, the Company received a cashless warrant exercise notice, exercising warrants for 66,666,666 shares for net shares of 59,999,999 shares of common stock. On May 13, 2021, the company received a cashless warrant exercise notice, exercising warrants for 50,505,051 shares for net shares of 42,353,038 shares of common stock. On May In connection with the issuance of the convertible promissory note to Labrys, the Company granted Labrys a five-year warrant to purchase 91,666,666 shares of common stock at an exercise price of $0.006 per share On June 2, 2021, in connection with the issuance of the convertible promissory note to Labrys, the Company granted Labrys a five-year warrant to purchase 52,272,727 shares of common stock at an exercise price of $0.0044 per share. A summary of all of the Company’s warrant activity during the period from January 1, 2020 to June 30, 2021 is as follows: Options outstanding No. of shares Exercise price Weighted Outstanding as of January 1, 2020 2,566,101,248 $0.00204 to $0.12 $ 0.0044700 Granted 233,333,332 0.0017357 0.0017357 Adjustment due to price protection 152,017,272,726 0.0000324 0.0000324 Forfeited/cancelled (2,366,666 ) 0.0300000 0.0300000 Granted in terms of debt extinguishment 326,286,847 0.000675 0.0006750 Cancelled as part of debt extinguishment (154,300,675,861 ) 0.0000324 0.0000324 Exercised (224,390,247 ) 0.0004 0.0004000 Outstanding as of December 31, 2020 615,561,379 $0.000675 to $0.12 0.011380 Granted 521,515,154 $0.0020500 0.002980 Forfeited/cancelled (87,870,366 ) $0.03 to 0.12 0.026301 Exercised (117,171,717 ) $0.00150 to $0.00205 0.001737 Outstanding as of June 30, 2021 932,034,450 $0.000675 to $0.12 $ $0.006485 The warrants granted during the year were valued using a Black Scholes pricing model on the date of grant at $1,732,622 using the following weighted average assumptions: Black Scholes pricing model Six months ended June 30, 2021 Calculated stock price $ 0.00205 0.0060 Risk free interest rate 0.36 0.80 % Expected life of warrants 60 expected volatility of underlying stock 221.17 231.3 % 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. The following table summarizes information about warrants outstanding at June 30, 2021: Warrants outstanding Warrants outstanding Warrants exercisable Exercise price No. of shares Weighted average remaining years Weighted average exercise price No. of shares Weighted average exercise price $0.000675 326,286,847 4.04 326,286,847 $0.002050 427,070,710 4.48 427,070,710 $0.004400 52,272,727 4.93 52,272,727 $0.006000 91,666,666 4.85 91,666,666 $0.120000 34,737,500 0.2 34,737,500 932,034,450 4.24 $ 0.006485 932,034,450 $ 0.006485 All of the warrants outstanding at June 30, 2021 are vested. The warrants outstanding at June 30, 2021 have an intrinsic value of $ 2,219,035 e) Stock options Our board of directors adopted the Greenstone Healthcare Corporation 2013 Stock Option Plan (the “Plan”) to promote our long-term growth and profitability by (i) providing our key directors, officers and employees with incentives to improve stockholder value and contribute to our growth and financial success and (ii) enable us to attract, retain and reward the best available persons for positions of substantial responsibility. A total of 10,000,000 shares of our common stock have been reserved for issuance upon exercise of options granted pursuant to the Plan. The Plan allows us to grant options to our employees, officers and directors and those of our subsidiaries; provided that only our employees and those of our subsidiaries may receive incentive stock options under the Plan. We have no issued options at June 30, 2021 under the Plan. |
Segment information
Segment information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Information | |
Segment information | 16. Segment 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 segment operating results of the reportable segments for the six months ended June 30, 2021 is disclosed as follows: Segment information Six months ended June 30, 2021 Rental In-Patient Total Revenue $ 186,951 $ — $ 186,951 Operating expenditure 66,704 15,926 82,630 Operating income (loss) 120,247 (15,926 ) 104,321 Other (expense) income Penalty on convertible debt — (9,240 ) (9,240 ) Loss on advance — (120,000 ) (120,000 ) Warrant exercise — (176,824 ) (176,824 ) Fair value of warrants granted to convertible debt holders — (976,788 ) (976,788 ) Interest expense (118,784 ) (619,204 ) (737,988 ) Amortization of debt discount — (1,350,542 ) (1,350,542 ) Derivative liability movement — (1,546,795 ) (1,546,795 ) Foreign exchange movements (48,418 ) (132,320 ) (180,738 ) Net loss before taxation (46,955 ) (4,947,639 ) (4,994,594 ) Taxation — — — Net loss $ (46,955 ) $ (4,947,639 ) $ (4,994,594 ) The operating assets and liabilities of the reportable segments as of June 30, 2021 is as follows: June 30, 2021 Rental In-Patient Total Purchase of fixed assets $ — $ — $ — Assets Current assets 11,607 1,281,003 1,292,610 Non-current assets 2,895,190 5,233 2,900,423 Liabilities Current liabilities (1,630,035 ) (12,905,998 ) (14,536,033 ) Non-current liabilities (4,569,711 ) — (4,569,711 ) Mandatory redeemable preferred shares — (400,000 ) (400,000 ) Intercompany balances 1,219,704 (1,219,704 ) — Net liability position $ (2,073,245 ) $ (13,239,466 ) $ (15,312,711 ) The segment operating results of the reportable segments for the six months ended June 30, 2020 is disclosed as follows: Six months ended June 30, 2020 Rental In-Patient Total Revenue $ 165,843 $ — $ 165,843 Operating expenditure 63,165 209,777 272,942 Operating income (loss) 102,678 (209,777 ) (107,099 ) Other (expense) income Interest income — 628 628 Gain on debt extinguishment — 12,683,678 12,683,678 Exercise of warrants — (95,868 ) (95,868 ) Interest expense (120,903 ) (343,863 ) (464,766 ) Amortization of debt discount — (529,690 ) (529,690 ) Change in fair value of derivative liability — (13,008,652 ) (13,008,652 ) Foreign exchange movements 29,982 193,380 223,362 Net income (loss) before taxation 11,757 (1,310,164 ) (1,298,407 ) Taxation — — — Net income (loss) $ 11,757 $ (1,310,164 ) $ (1,298,407 ) The operating assets and liabilities of the reportable segments as of June 30, 2020 is as follows: June 30, 2020 Rental In-Patient Total Purchase of fixed assets $ — $ — $ — Assets Current assets 3,097 238,888 241,985 Non-current assets 2,757,169 — 2,757,169 Liabilities Current liabilities (1,144,270 ) (17,170,833 ) (18,315,103 ) Non-current liabilities (3,644,566 ) (781,945 ) (4,426,511 ) Intercompany balances (1,444,989 ) 1,444,989 — Net liability position $ (3,473,559 ) $ (16,268,901 ) $ (19,742,460 ) |
Net (loss) income per common sh
Net (loss) income per common share | 6 Months Ended |
Jun. 30, 2021 | |
(Loss) earnings per share | |
Net (loss) income per common share | 17. Net (loss) income per common share For the three and six months ended June 30, 2021 and 2020, the following warrants and convertible securities were excluded from the computation of diluted net loss per share as the results would have been anti-dilutive. Net loss per common share Three and six Three and six Warrants to purchase shares of common stock 932,034,450 382,228,047 Convertible notes (in shares) 1,131,642,844 4,812,962,963 2,063,677,294 5,195,191,010 |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 18. 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. Mortgage loans The company has a mortgage loan as disclosed in note 10 above. The future commitment under this loan is as follows: Schedule of commitment and contingencies Amount Within the next twelve months 121,511 Thereafter 3,891,019 Total $ 4,012,530 The Company has principal and interest payment commitments under the Convertible notes disclosed under Note 9 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. |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | 19. Subsequent events On July 1, 2021, in terms of the amendment to the stock Purchase Agreement entered into on June 30, 2020 between the Company and the Q Global Trust, LLC, and American Treatment Holdings, the company issued 100,000,000 shares of common stock thereby closing the transaction and acquiring a controlling interest in American Treatment Holdings. On July 7, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $100,800 into 112,000,000 shares of common stock. On August 6, 2021, the company received a cashless warrant exercise from Labrys, exercising warrants for 100,000,000 shares for net shares of 86,333,333 shares of common stock. On August 23, 2021, the Company reversed certain management fees amounting to $295,000, accrued in prior years, which the Company has no ability or intention to pay, to certain companies controlled by the CEO of the Company, Shawn Leon. Other than disclosed above, the Company has evaluated subsequent events through the date the financial statements were issued, other than disclosed above, we did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | a) Use of Estimates The preparation of condensed consolidated 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 consolidated 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 condensed 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. ● Non-monetary, non-current and 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 six months ended June 30, 2021, a closing rate of CDN$1.0000 equals US$0.8068 and an average exchange rate of CDN$1.0000 equals US$0.8019. For the six months ended June 30, 2020, a closing rate of CAD$1.0000 equals US$0.7338 and an average exchange rate of CAD$1.0000 equals US$0.7326. |
Revenue Recognition | c) Revenue Recognition ASC 606 requires companies to exercise more judgment and recognize revenue using a five-step process. 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 and comprehensive loss. 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 does 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 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 receivables were $ 3,159 3,075 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. 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. |
Cash and cash equivalents | d) Cash and cash equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company maintains cash and cash equivalents with several financial institutions in the USA and Canada. The Company primarily places cash balances in the USA with high-credit quality financial institutions located in the United States which are insured by the Federal Deposit Insurance Corporation up to a limit of $250,000 per institution, in Canada which are insured by the Canadian Deposit Insurance Corporation up to a limit of CDN$100,000 per institution. |
Accounts receivable | e) 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 | f) 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 | g) Financial instruments The Company initially measures its financial assets and liabilities at fair value, except for certain non-arm’s length transactions. The Company subsequently measures all its financial assets and financial liabilities at amortized cost. Financial assets measured at amortized cost include cash and accounts receivable. Financial liabilities measured at amortized cost include bank indebtedness, accounts payable and accrued liabilities, harmonized sales tax payable, withholding taxes payable, convertible notes payable, 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 and Comprehensive Loss. |
Property and equipment | h) Property and equipment Property and equipment is recorded at cost. Depreciation is calculated on the straight line basis over the estimated life of the asset: |
Leases | i) Leases The Company accounts for leases in terms of AC 842 whereby 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. Operating leases are recognized on the balance sheet as a lease liability with a corresponding right of use asset for all leases with a term that is more than twelve months. Payments under operating leases are expensed as incurred. |
Income taxes | j) 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. |
Net income (loss) per Share | k) 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 | l) 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 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 | m) 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 | n) Recent accounting pronouncements The FASB issued several additional updates during the period, none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption. |
Financial instruments Risks | o) 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, June 30, 2021 and December 31, 2020. 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 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 $ 11,435,067 , which includes derivative liabilities of $ 2,775,895 45,696,098 . The Company is 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 that of 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 interest rate risk on its convertible debt, mortgage loans, short term loans, third party loans and government assistance loans as of June 30, 2021. In the opinion of management, interest rate risk is assessed as moderate. 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 June 30, 2021, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $8,829 increase or decrease in the Company’s after tax net income from operations. The Company has not entered into any hedging agreements to mitigate this risk. In the opinion of management, currency risk is assessed as low, material and remains unchanged from that of 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. p) Comparative and prior period disclosures The comparative and prior period disclosed amounts presented in these unaudited condensed consolidated financial statements have been reclassified where necessary to conform to the presentation used in the current year and period. |
Property and equipment (Tables)
Property and equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment June 30, 2021 December 31, 2020 Cost Accumulated depreciation Net book value Net book value Land $ 173,471 $ — $ 173,471 $ 168,866 Property 3,281,543 (559,824 ) 2,721,719 2,713,354 $ 3,455,014 $ (559,824 ) $ 2,895,190 $ 2,882,220 |
Taxes Payable (Tables)
Taxes Payable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Taxes Payable | |
Taxes Payable | Schedule of Taxation Payable June 30, 2021 December 31, 2020 Payroll taxes $ 147,321 $ 143,410 HST/GST payable 101,165 73,503 US penalties due 250,000 250,000 Income tax payable 393,819 383,364 Taxes Payable $ 892,305 $ 850,277 |
Short-term Convertible Notes (T
Short-term Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Short term convertible notes | Short term convertible notes Interest rate Maturity Date Principal Interest Debt Discount June 30, 2021 December 31, 2020 Leonite Capital, LLC 8.5 % — $ — $ — $ — $ — $ 70,583 12.0 % June 12, 2021 595,125 29,133 — 624,258 147,058 First Fire Global Opportunities Fund 6.5 % October 29,2021 — — — — 25,297 Auctus Fund, LLC 0.0 % May 7, 2020 100,000 — — 100,000 150,000 10.0 % August 13, 2021 — — — — 40,202 Labrys Fund, LP 12.0 % November 30, 2021 218,000 4,215 (91,381 ) 130,834 26,159 11.0 % May 7, 2022 550,000 9,075 (468,630 ) 90,445 — 11.0 % June 2, 2022 230,000 1,968 (212,356 ) 19,612 — Ed Blasiak 6.5 % September 14, 2021 55,000 2,870 (11,452 ) 46,418 17,347 Joshua Bauman 6.5 % September 14, 2021 38,889 1,140 (8,221 ) 31,808 43,247 Geneva Roth Remark Holdings, Inc. 9.0 % August 29, 2021 — — — — 19,238 9.0 % October 15, 2021 — — — — 6,753 9.0 % January 3, 2022 53,500 1,592 (32,695 ) 22,397 — Series N convertible notes 6.0 % On Demand 3,229,000 521,407 — 3,750,407 3,654,333 5,069,514 571,400 (824,735 ) $ 4,816,179 $ 4,200,217 |
Mortgage loans (Tables)
Mortgage loans (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Mortgage Loans | |
Mortgage loans | Mortgage loans Interest Maturity Principal Accrued June 30, December 31, Cranberry Cove Holdings, Ltd. Pace Mortgage 4.2 % July 19, 2022 $ 4,007,457 $ 5,073 $ 4,012,530 $ 3,963,781 Disclosed as follows: Short-term portion $ 121,511 $ 115,704 Long-term portion 3,891,019 3,848,077 $ 4,012,530 $ 3,963,781 The aggregate amount outstanding is payable as follows: Amount Within the next twelve months $ 121,511 Thereafter 3,891,019 Total $ 4,012,530 |
Derivative liability (Tables)
Derivative liability (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Liability | |
Schedule of assumption used in Black Scholes | Schedule of assumption used in Black Scholes Six months ended Calculated stock price $ 0.001 0.0055 Risk free interest rate 0.03 0.67 % Expected life of convertible notes and warrants 3 60 expected volatility of underlying stock 109.8 299.1 % Expected dividend rate 0 % |
Schedule of derivative liability | Schedule of derivative liability June 30, December 31, Opening balance $ 4,765,387 $ 8,694,272 Derivative liability mark-to-market on convertible debt extinguishment — 126,444,276 Derivative liability on revised convertible notes and warrants arising from convertible debt extinguishment — 6,349,265 Derivative liability cancelled on debt extinguishment (1,837,505 ) (145,109,526 ) Derivative liability on issued convertible notes 109,574 1,129,050 Fair value adjustments to derivative liability 1,546,795 7,258,050 Closing balance $ 4,584,251 $ 4,765,387 |
Stockholder_s deficit (Tables)
Stockholder’s deficit (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Options outstanding | Options outstanding No. of shares Exercise price Weighted Outstanding as of January 1, 2020 2,566,101,248 $0.00204 to $0.12 $ 0.0044700 Granted 233,333,332 0.0017357 0.0017357 Adjustment due to price protection 152,017,272,726 0.0000324 0.0000324 Forfeited/cancelled (2,366,666 ) 0.0300000 0.0300000 Granted in terms of debt extinguishment 326,286,847 0.000675 0.0006750 Cancelled as part of debt extinguishment (154,300,675,861 ) 0.0000324 0.0000324 Exercised (224,390,247 ) 0.0004 0.0004000 Outstanding as of December 31, 2020 615,561,379 $0.000675 to $0.12 0.011380 Granted 521,515,154 $0.0020500 0.002980 Forfeited/cancelled (87,870,366 ) $0.03 to 0.12 0.026301 Exercised (117,171,717 ) $0.00150 to $0.00205 0.001737 Outstanding as of June 30, 2021 932,034,450 $0.000675 to $0.12 $ $0.006485 |
Black Scholes pricing model | Black Scholes pricing model Six months ended June 30, 2021 Calculated stock price $ 0.00205 0.0060 Risk free interest rate 0.36 0.80 % Expected life of warrants 60 expected volatility of underlying stock 221.17 231.3 % Expected dividend rate 0 % |
Warrants outstanding | Warrants outstanding Warrants outstanding Warrants exercisable Exercise price No. of shares Weighted average remaining years Weighted average exercise price No. of shares Weighted average exercise price $0.000675 326,286,847 4.04 326,286,847 $0.002050 427,070,710 4.48 427,070,710 $0.004400 52,272,727 4.93 52,272,727 $0.006000 91,666,666 4.85 91,666,666 $0.120000 34,737,500 0.2 34,737,500 932,034,450 4.24 $ 0.006485 932,034,450 $ 0.006485 |
Segment information (Tables)
Segment information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Information | |
Segment information | Segment information Six months ended June 30, 2021 Rental In-Patient Total Revenue $ 186,951 $ — $ 186,951 Operating expenditure 66,704 15,926 82,630 Operating income (loss) 120,247 (15,926 ) 104,321 Other (expense) income Penalty on convertible debt — (9,240 ) (9,240 ) Loss on advance — (120,000 ) (120,000 ) Warrant exercise — (176,824 ) (176,824 ) Fair value of warrants granted to convertible debt holders — (976,788 ) (976,788 ) Interest expense (118,784 ) (619,204 ) (737,988 ) Amortization of debt discount — (1,350,542 ) (1,350,542 ) Derivative liability movement — (1,546,795 ) (1,546,795 ) Foreign exchange movements (48,418 ) (132,320 ) (180,738 ) Net loss before taxation (46,955 ) (4,947,639 ) (4,994,594 ) Taxation — — — Net loss $ (46,955 ) $ (4,947,639 ) $ (4,994,594 ) The operating assets and liabilities of the reportable segments as of June 30, 2021 is as follows: June 30, 2021 Rental In-Patient Total Purchase of fixed assets $ — $ — $ — Assets Current assets 11,607 1,281,003 1,292,610 Non-current assets 2,895,190 5,233 2,900,423 Liabilities Current liabilities (1,630,035 ) (12,905,998 ) (14,536,033 ) Non-current liabilities (4,569,711 ) — (4,569,711 ) Mandatory redeemable preferred shares — (400,000 ) (400,000 ) Intercompany balances 1,219,704 (1,219,704 ) — Net liability position $ (2,073,245 ) $ (13,239,466 ) $ (15,312,711 ) The segment operating results of the reportable segments for the six months ended June 30, 2020 is disclosed as follows: Six months ended June 30, 2020 Rental In-Patient Total Revenue $ 165,843 $ — $ 165,843 Operating expenditure 63,165 209,777 272,942 Operating income (loss) 102,678 (209,777 ) (107,099 ) Other (expense) income Interest income — 628 628 Gain on debt extinguishment — 12,683,678 12,683,678 Exercise of warrants — (95,868 ) (95,868 ) Interest expense (120,903 ) (343,863 ) (464,766 ) Amortization of debt discount — (529,690 ) (529,690 ) Change in fair value of derivative liability — (13,008,652 ) (13,008,652 ) Foreign exchange movements 29,982 193,380 223,362 Net income (loss) before taxation 11,757 (1,310,164 ) (1,298,407 ) Taxation — — — Net income (loss) $ 11,757 $ (1,310,164 ) $ (1,298,407 ) The operating assets and liabilities of the reportable segments as of June 30, 2020 is as follows: June 30, 2020 Rental In-Patient Total Purchase of fixed assets $ — $ — $ — Assets Current assets 3,097 238,888 241,985 Non-current assets 2,757,169 — 2,757,169 Liabilities Current liabilities (1,144,270 ) (17,170,833 ) (18,315,103 ) Non-current liabilities (3,644,566 ) (781,945 ) (4,426,511 ) Intercompany balances (1,444,989 ) 1,444,989 — Net liability position $ (3,473,559 ) $ (16,268,901 ) $ (19,742,460 ) |
Commitments and contingencies (
Commitments and contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of commitment and contingencies | Schedule of commitment and contingencies Amount Within the next twelve months 121,511 Thereafter 3,891,019 Total $ 4,012,530 |
Summary of significant accoun_3
Summary of significant accounting policies (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 3,159 | $ 3,075 |
[custom:WorkingCapitalDeficiency] | 11,435,067 | |
Other Liabilities | 2,775,895 | |
Retained Earnings (Accumulated Deficit) | $ 45,696,098 |
Going concern (Details Narrativ
Going concern (Details Narrative) | Jun. 30, 2021USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Working Capital Deficiency | $ 11,435,067 |
Property plant and equipment (D
Property plant and equipment (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 3,455,014 | |
Accumulated Depreciation | (559,824) | |
Net book value | 2,895,190 | $ 2,882,220 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 173,471 | |
Accumulated Depreciation | ||
Net book value | 173,471 | 168,866 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 3,281,543 | |
Accumulated Depreciation | (559,824) | |
Net book value | $ 2,721,719 | $ 2,713,354 |
Property and equipment (Details
Property and equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 65,233 | $ 59,588 |
Taxes Payable (Details)
Taxes Payable (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Taxes Payable | ||
Payroll taxes | $ 147,321 | $ 143,410 |
HST/GST payable | 101,165 | 73,503 |
US penalties due | 250,000 | 250,000 |
Income tax payable | 393,819 | 383,364 |
Taxes Payable | $ 892,305 | $ 850,277 |
Short-term Convertible Notes (D
Short-term Convertible Notes (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Principal | $ 5,069,514 | |
Interest | 571,400 | |
Debt Discount | (824,735) | |
Total | $ 4,816,179 | $ 4,200,217 |
Leonite Investment LLC [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 8.50% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | 70,583 | |
Leonite Investment L L C One [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 12.00% | |
Principal | $ 595,125 | |
Interest | 29,133 | |
Debt Discount | ||
Total | $ 624,258 | 147,058 |
Maturity date | June 12, 2021 | |
First Fire Global Opportunities Fund [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 6.50% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | 25,297 | |
Maturity date | October 29,2021 | |
Actus Fund, LLC [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 0.00% | |
Principal | $ 100,000 | |
Interest | ||
Debt Discount | ||
Total | $ 100,000 | 150,000 |
Maturity date | May 7, 2020 | |
Actus Fund LLC 2 | ||
Short-term Debt [Line Items] | ||
Interest rate | 10.00% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | 40,202 | |
Maturity date | August 13, 2021 | |
Labrys Fund, LP [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 12.00% | |
Principal | $ 218,000 | |
Interest | 4,215 | |
Debt Discount | (91,381) | |
Total | $ 130,834 | 26,159 |
Maturity date | November 30, 2021 | |
Labrys Fundlp 1 [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 11.00% | |
Principal | $ 550,000 | |
Interest | 9,075 | |
Debt Discount | (468,630) | |
Total | $ 90,445 | |
Maturity date | May 7, 2022 | |
Labrys Fundlp 2 [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 11.00% | |
Principal | $ 230,000 | |
Interest | 1,968 | |
Debt Discount | (212,356) | |
Total | $ 19,612 | |
Maturity date | June 2, 2022 | |
Ed Blasiak | ||
Short-term Debt [Line Items] | ||
Interest rate | 6.50% | |
Principal | $ 55,000 | |
Interest | 2,870 | |
Debt Discount | (11,452) | |
Total | $ 46,418 | 17,347 |
Maturity date | September 14, 2021 | |
Joshua Bauman | ||
Short-term Debt [Line Items] | ||
Interest rate | 6.50% | |
Principal | $ 38,889 | |
Interest | 1,140 | |
Debt Discount | (8,221) | |
Total | $ 31,808 | 43,247 |
Maturity date | September 14, 2021 | |
Geneva Roth Remark Holdings, Inc. | ||
Short-term Debt [Line Items] | ||
Interest rate | 9.00% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | 19,238 | |
Maturity date | August 29, 2021 | |
Geneva Roth Remark Holdings, Inc. 2 | ||
Short-term Debt [Line Items] | ||
Interest rate | 9.00% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | 6,753 | |
Maturity date | October 15, 2021 | |
Geneva Roth Remark Holdings, Inc. 3 | ||
Short-term Debt [Line Items] | ||
Interest rate | 9.00% | |
Principal | $ 53,500 | |
Interest | 1,592 | |
Debt Discount | (32,695) | |
Total | $ 22,397 | |
Maturity date | January 3, 2022 | |
Series N Convertible Notes [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 6.00% | |
Principal | $ 3,229,000 | |
Interest | 521,407 | |
Debt Discount | ||
Total | $ 3,750,407 | $ 3,654,333 |
Maturity date | On Demand |
Mortgage loans (Details)
Mortgage loans (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Principal Outstanding | $ 4,012,530 | $ 3,963,781 |
Long term portion | 3,891,019 | 3,848,077 |
Within one year | 121,511 | |
One to two years | 3,891,019 | |
Total | $ 4,012,530 | |
Pace Mortgage [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Interest rate | 4.20% | |
Maturity date | Jul. 19, 2022 | |
Principal Outstanding | $ 4,007,457 | |
Accrued interest | 5,073 | |
Short term portion | 121,511 | 115,704 |
Long term portion | 3,891,019 | 3,848,077 |
Loan Payable | $ 4,012,530 | $ 3,963,781 |
Derivative Liablility (Details)
Derivative Liablility (Details) | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Subsidiary, Sale of Stock [Line Items] | |
Risk free interest rate, min | 0.36% |
Risk free interest rate, max | 0.80% |
Expected volatility of underlying stock, min | 221.17% |
Expected volatility of underlying stock, max | 231.30% |
Expected dividend rate | 0.00% |
Black Scholes [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Calculated stock price, min | $ 0.001 |
Calculated stock price, max | $ 0.0055 |
Risk free interest rate, min | 0.03% |
Risk free interest rate, max | 0.67% |
Expected life of convertible notes, minimum | 3 months |
Expected life of convertible notes, maximum | 60 months |
Expected volatility of underlying stock, min | 109.80% |
Expected volatility of underlying stock, max | 299.10% |
Expected dividend rate | 0.00% |
Derivative Liablility (Details
Derivative Liablility (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Derivative Liability | ||
Opening Balance | $ 4,765,387 | $ 8,694,272 |
Derivative liability mark-to-market on convertible debt extinguishment | 126,444,276 | |
Derivative liability on revised convertible notes and warrants arising from convertible debt extinguishment | 6,349,265 | |
Derivative liability cancelled on debt extinguishment | (1,837,505) | (145,109,526) |
Derivative liability arising from convertible notes | 109,574 | 1,129,050 |
Fair value adjustment to derivative liability | 1,546,795 | 7,258,050 |
Closing Balance | $ 4,584,251 | $ 4,765,387 |
Derivative liability (Details N
Derivative liability (Details Narrative) | Jun. 30, 2021USD ($) |
Derivative Liability | |
Derivative liability | $ 2,775,895 |
Related party transactions (Det
Related party transactions (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Shawn Leon [Member] | ||
Entity Listings [Line Items] | ||
Accounts Payable, Trade, Current | $ 373,231 | $ 322,744 |
Leon Developments Ltd [Member] | ||
Entity Listings [Line Items] | ||
Accounts Payable, Trade, Current | 966,538 | $ 930,307 |
Eileen Greene [Member] | ||
Entity Listings [Line Items] | ||
Accounts Payable, Trade, Current | $ 1,532,284 |
Stockholders' deficit (Details)
Stockholders' deficit (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Beginning balance, warrants | 615,561,379 | 2,566,101,248 |
Exercise price, Beginning balance | $0.000675 to $0.12 | $0.00204 to $0.12 |
Weighted average exercise price Beginning balance | $ 0.011380 | $ 0.0044700 |
Warrants Granted, shares | 521,515,154 | 233,333,332 |
Exercise price, Granted | $0.0020500 | 0.0017357 |
Weighted average exercise price Granted | $ 0.002980 | $ 0.0017357 |
Adjustment due to price protection, shares | 152,017,272,726 | |
Exercise Price Adjustment due to price protection | 0.0000324 | |
Weighted average exercise price Adjustment due to price protection | $ 0.0000324 | |
Warrants Cancelled, shares | (87,870,366) | (2,366,666) |
Exercise price forfeited/cancelled | $0.03 to 0.12 | 0.0300000 |
Weighted average exercise price Forfeited/cancelled | $ 0.026301 | $ 0.0300000 |
Granted in terms of debt extinguishment, shares | 326,286,847 | |
Exercise price Granted in terms of debt extinguishment | 0.000675 | |
Weighted average exercise price Granted in terms of debt extinguishment | $ 0.0006750 | |
Cancelled as part of debt extinguishment, shares | (154,300,675,861) | |
Exercise price Cancelled as part of debt extinguishment | 0.0000324 | |
Weighted average exercise price Cancelled as part of debt extinguishment | $ 0.0000324 | |
Warrant Exercised, shares | (117,171,717) | (224,390,247) |
Exercise Price Exercised | $0.00150 to $0.00205 | 0.0004 |
Weighted average exercise price Exercised | $ 0.001737 | $ 0.0004000 |
Class of Warrant or Right, Outstanding | 932,034,450 | 615,561,379 |
[custom:ExercisePriceEndingBalance] | $0.000675 to $0.12 | |
Weighted average exercise price Ending balance | $ 0.006485 | $ 0.011380 |
Stockholders' deficit (Details
Stockholders' deficit (Details 1) | 6 Months Ended |
Jun. 30, 2021$ / shares | |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |
Risk free interest rate minimum | 0.36% |
Risk free interest rate maximum | 0.80% |
Expected life of warrants | 60 months |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 221.17% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 231.30% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Minimum [Member] | |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |
Calculated stock price | $ 0.00205 |
Maximum [Member] | |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |
Calculated stock price | $ 0.0060 |
Stockholders' deficit (Detail_2
Stockholders' deficit (Details 2) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
No. of shares, Warrants outstanding | 932,034,450 | 615,561,379 | 2,566,101,248 |
Weighted average remaining years, Warrants outstanding | 4 years 2 months 26 days | ||
No. of shares, Warrants exercisable | 932,034,450 | ||
Weighted average exercise price, Warrants outstanding | $ 0.006485 | ||
Weighted average exercise price, Warrants exercisable | $ 0.006485 | ||
Excercise One [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
No. of shares, Warrants outstanding | 326,286,847 | ||
Weighted average remaining years, Warrants outstanding | 4 years 14 days | ||
No. of shares, Warrants exercisable | 326,286,847 | ||
Excercise 1 [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
No. of shares, Warrants outstanding | 427,070,710 | ||
Weighted average remaining years, Warrants outstanding | 4 years 5 months 23 days | ||
No. of shares, Warrants exercisable | 427,070,710 | ||
Excercise Two [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
No. of shares, Warrants outstanding | 52,272,727 | ||
Weighted average remaining years, Warrants outstanding | 4 years 11 months 4 days | ||
No. of shares, Warrants exercisable | 52,272,727 | ||
Excercise Four [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
No. of shares, Warrants outstanding | 91,666,666 | ||
Weighted average remaining years, Warrants outstanding | 4 years 10 months 6 days | ||
No. of shares, Warrants exercisable | 91,666,666 | ||
Excercise Five [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
No. of shares, Warrants outstanding | 34,737,500 | ||
Weighted average remaining years, Warrants outstanding | 2 months 12 days | ||
No. of shares, Warrants exercisable | 34,737,500 |
Stockholder_s deficit (Details
Stockholder’s deficit (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Common Stock Shares Authorized | 10,000,000,000 | 10,000,000,000 |
Common Stock Par Value | $ 0.01 | $ 0.01 |
Warrants outstanding intrinsic value | $ 2,219,035 |
Segment information (Details)
Segment information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
SEC Schedule, 12-16, Insurance Companies, Supplementary Insurance Information [Line Items] | |||||
Revenue | $ 96,158 | $ 82,301 | $ 186,951 | $ 165,843 | |
Operating expenditure | 30,614 | 98,793 | 82,630 | 272,942 | |
Operating income (loss) | 65,544 | (16,492) | 104,321 | (107,099) | |
Other (expense) income | |||||
Loss on advance | 120,000 | 120,000 | |||
Interest expense | (474,008) | (200,583) | (737,988) | (464,766) | |
Derivative liability movement | (1,062,040) | 3,037,674 | 1,546,795 | 13,008,652 | |
Foreign exchange movements | (101,247) | (260,689) | (180,738) | 223,362 | |
Net income (loss) before taxation | (2,626,438) | 9,039,879 | (4,994,594) | (1,298,407) | |
Taxation | |||||
Assets | |||||
Current assets | 1,292,610 | 1,292,610 | $ 935,152 | ||
Non-current assets | 2,900,423 | 2,900,423 | 2,887,314 | ||
Liabilities | |||||
Current liabilities | 14,536,033 | 14,536,033 | $ 13,864,800 | ||
Interest income | 568 | 628 | |||
Rental Operations [Member] | |||||
SEC Schedule, 12-16, Insurance Companies, Supplementary Insurance Information [Line Items] | |||||
Revenue | 186,951 | 165,843 | |||
Operating expenditure | 66,704 | 63,165 | |||
Operating income (loss) | 120,247 | 102,678 | |||
Other (expense) income | |||||
Penalty on convertible debt | |||||
Loss on advance | |||||
Exercise of warrants | |||||
Change in fair value of derivative liability | |||||
Interest expense | 118,784 | (120,903) | |||
Amortization of debt discount | |||||
Derivative liability movement | |||||
Foreign exchange movements | 48,418 | 29,982 | |||
Net income (loss) before taxation | (46,955) | 11,757 | |||
Taxation | |||||
Net income (loss) | (46,955) | 11,757 | |||
Purchase of fixed assets | |||||
Assets | |||||
Current assets | 11,607 | 3,097 | 11,607 | 3,097 | |
Non-current assets | 2,895,190 | 2,757,169 | 2,895,190 | 2,757,169 | |
Liabilities | |||||
Current liabilities | (1,630,035) | (1,144,270) | (1,630,035) | (1,144,270) | |
Non-current liabilities | (4,569,711) | (3,644,566) | (4,569,711) | (3,644,566) | |
Mandatory redeemable preferred shares | |||||
Intercompany balances | 1,219,704 | (1,444,989) | 1,219,704 | (1,444,989) | |
Net liability position | (2,073,245) | (3,473,559) | (2,073,245) | (3,473,559) | |
Interest income | |||||
Gain on debt extinguishment | |||||
In Patient Services [Member] | |||||
SEC Schedule, 12-16, Insurance Companies, Supplementary Insurance Information [Line Items] | |||||
Revenue | |||||
Operating expenditure | 15,926 | 209,777 | |||
Operating income (loss) | (15,926) | (209,777) | |||
Other (expense) income | |||||
Penalty on convertible debt | (9,240) | ||||
Loss on advance | (120,000) | ||||
Exercise of warrants | (176,824) | (95,868) | |||
Change in fair value of derivative liability | (976,788) | (13,008,652) | |||
Interest expense | 619,204 | (343,863) | |||
Amortization of debt discount | (1,350,542) | (529,690) | |||
Derivative liability movement | (1,546,795) | ||||
Foreign exchange movements | 132,320 | 193,380 | |||
Net income (loss) before taxation | (4,947,639) | (1,310,164) | |||
Taxation | |||||
Net income (loss) | (4,947,639) | (1,310,164) | |||
Purchase of fixed assets | |||||
Assets | |||||
Current assets | 1,281,003 | 238,888 | 1,281,003 | 238,888 | |
Non-current assets | 5,233 | 5,233 | |||
Liabilities | |||||
Current liabilities | (12,905,998) | (17,170,833) | (12,905,998) | (17,170,833) | |
Non-current liabilities | (781,945) | (781,945) | |||
Mandatory redeemable preferred shares | (400,000) | (400,000) | |||
Intercompany balances | (1,219,704) | 1,444,989 | (1,219,704) | 1,444,989 | |
Net liability position | (13,239,466) | (16,268,901) | (13,239,466) | (16,268,901) | |
Interest income | 628 | ||||
Gain on debt extinguishment | 12,683,678 | ||||
Total [Member] | |||||
SEC Schedule, 12-16, Insurance Companies, Supplementary Insurance Information [Line Items] | |||||
Revenue | 186,951 | 165,843 | |||
Operating expenditure | 82,630 | 272,942 | |||
Operating income (loss) | 104,321 | (107,099) | |||
Other (expense) income | |||||
Penalty on convertible debt | (9,240) | ||||
Loss on advance | (120,000) | ||||
Exercise of warrants | (176,824) | (95,868) | |||
Change in fair value of derivative liability | (976,788) | (13,008,652) | |||
Interest expense | 737,988 | (464,766) | |||
Amortization of debt discount | (1,350,542) | (529,690) | |||
Derivative liability movement | (1,546,795) | ||||
Foreign exchange movements | 180,738 | 223,362 | |||
Net income (loss) before taxation | (4,994,594) | (1,298,407) | |||
Taxation | |||||
Net income (loss) | (4,994,594) | (1,298,407) | |||
Purchase of fixed assets | |||||
Assets | |||||
Current assets | 1,292,610 | 241,985 | 1,292,610 | 241,985 | |
Non-current assets | 2,900,423 | 2,757,169 | 2,900,423 | 2,757,169 | |
Liabilities | |||||
Current liabilities | (14,536,033) | (18,315,103) | (14,536,033) | (18,315,103) | |
Non-current liabilities | (4,569,711) | (4,426,511) | (4,569,711) | (4,426,511) | |
Mandatory redeemable preferred shares | (400,000) | (400,000) | |||
Intercompany balances | |||||
Net liability position | $ (15,312,711) | $ (19,742,460) | $ (15,312,711) | (19,742,460) | |
Interest income | 628 | ||||
Gain on debt extinguishment | $ 12,683,678 |
Net (loss) income per common _2
Net (loss) income per common share (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
(Loss) earnings per share | ||||
Warrants to purchase shares of common stock | $ 932,034,450 | $ 382,228,047 | $ 932,034,450 | $ 382,228,047 |
Convertible notes | 1,131,642,844 | 4,812,962,963 | 1,131,642,844 | 4,812,962,963 |
[custom:Total2] | $ 2,063,677,294 | $ 5,195,191,010 | $ 2,063,677,294 | $ 5,195,191,010 |
Commitments and contingencies_2
Commitments and contingencies (Details) | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Within the next twelve months | $ 121,511 |
Thereafter | 3,891,019 |
Total | $ 4,012,530 |