Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 22, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
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 | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,354,944,018 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 62,181 | $ 90,500 |
Accounts receivable, net | 192,049 | 3,075 |
Prepaid expenses | 26,546 | 19,190 |
Other current assets | 15,266 | 131,938 |
Other investments | 690,449 | |
Total current assets | 296,042 | 935,152 |
Non-current assets | ||
Due on sale of subsidiary | 5,090 | 5,094 |
Property and equipment | 2,941,008 | 2,882,220 |
Intangibles | 1,700,408 | |
Right of use asset | 1,713,532 | |
Total non-current assets | 6,360,038 | 2,887,314 |
Total assets | 6,656,080 | 3,822,466 |
Current liabilities | ||
Accounts payable and accrued liabilities | 879,548 | 833,615 |
Taxes payable | 886,869 | 850,277 |
Convertible loans, net of discounts | 4,968,628 | 4,200,217 |
Short term loans | 179,982 | 115,375 |
Mortgage loans – current portion | 3,874,157 | 115,704 |
Government assistance loans | 314,149 | 156,782 |
Derivative liability | 1,782,072 | 4,765,387 |
Operating lease liabilities | 230,172 | |
Accrued dividends | 79,614 | 15,594 |
Related party payables | 2,541,672 | 2,811,849 |
Total current liabilities | 15,736,863 | 13,864,800 |
Non-current liabilities | ||
Government assistance loans, net of current portion | 47,092 | 31,417 |
Third party loans | 628,048 | 704,271 |
Operating lease liabilities, net of current portion | 1,555,505 | |
Mortgage loans, net of current portion | 3,848,077 | |
Deferred taxes | 291,851 | |
Total non-current liabilities | 2,522,496 | 4,583,765 |
Total liabilities | 18,259,359 | 18,448,565 |
Preferred stock - Series B; $1.00 par value, 400,000 authorized, 400,000 outstanding as of September 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 September 30, 2021 and December 31, 2020, respectively | 40,000 | 40,000 |
Common stock - $0.01 par value, 10,000,000,000 shares authorized; 3,111,047,811 and 2,027,085,665 shares issued and outstanding as of September 30, 2021 and December 31, 2020. | 31,110,478 | 20,270,857 |
Additional paid-in capital | 25,326,799 | 23,344,885 |
Discount for shares issued below par value | (24,137,786) | (17,728,779) |
Accumulated other comprehensive income | 804,634 | 806,719 |
Accumulated deficit | (45,978,688) | (42,459,781) |
Non-controlling interest | 831,284 | 700,000 |
Total stockholders’ deficit | (12,003,279) | (15,026,099) |
Total liabilities, mezzanine debt and stockholders’ deficit | $ 6,656,080 | $ 3,822,466 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
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 | 3,111,047,811 | 2,027,085,665 |
Common Stock, Shares, Outstanding | 3,111,047,811 | 2,027,085,665 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 1 | $ 1 |
Preferred Stock, Shares Authorized | 400,000 | 400,000 |
Preferred Stock, Shares Issued | 400,000 | 400,000 |
Preferred Stock, Shares Outstanding | 400,000 | 400,000 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 4,000,000 | 4,000,000 |
Preferred Stock, Shares Outstanding | 4,000,000 | 4,000,000 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 866,432 | $ 89,829 | $ 1,053,383 | $ 255,672 |
Operating expenses | ||||
General and administrative | 245,546 | 11,991 | 254,012 | 43,805 |
Rental expense | 87,874 | 1,500 | 90,386 | 4,000 |
Management fee reversal | (229,175) | (229,175) | ||
Professional fees | 102,040 | 40,478 | 49,332 | 177,528 |
Salaries and wages | 415,224 | 31,297 | 474,351 | 73,287 |
Depreciation and amortization | 125,959 | 32,010 | 191,192 | 91,598 |
Total operating expenses | 747,468 | 117,276 | 830,098 | 390,218 |
Operating Income (Loss) | 118,964 | (27,447) | 223,285 | (134,546) |
Other Income (expense) | ||||
Interest income | 1 | 629 | ||
Gain on debt extinguishment | 12,683,678 | |||
Penalty on convertible debt | (9,240) | |||
Loss on advance | (120,000) | |||
Warrant exercise | (581,516) | (758,340) | (95,868) | |
Fair value of warrants granted to convertible debt holders | (976,788) | |||
Interest expense | 29,052 | (124,972) | (708,936) | (589,738) |
Amortization of debt discount | (333,237) | (99,202) | (1,683,779) | (628,892) |
Derivative liability movement | 2,091,562 | (9,841,979) | 544,767 | (22,850,631) |
Foreign exchange movements | 184,956 | (140,811) | 4,218 | 82,551 |
Net income (loss) before taxes | 1,509,781 | (10,234,410) | (3,484,813) | (11,532,817) |
Taxes | 18,794 | 18,794 | ||
Net income (loss) | 1,528,575 | (10,234,410) | (3,466,019) | (11,532,817) |
Net loss attributable to non-controlling interest | 22,049 | 22,049 | ||
Net income (loss) attributable to parent | 1,550,624 | (10,234,410) | (3,443,970) | (11,532,817) |
Preferred stock dividend | (24,858) | (24,301) | (74,937) | (28,952) |
Net income (loss) available to common stockholders | 1,525,766 | (10,258,711) | (3,518,907) | (11,561,769) |
Accumulated other comprehensive (loss) income | ||||
Foreign currency translation adjustment | (67,002) | 54,071 | (2,085) | (30,411) |
Total comprehensive income (loss) | $ 1,458,764 | $ (10,204,640) | $ (3,520,992) | $ (11,592,180) |
Earnings (loss) per share | ||||
Basic | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Diluted | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Weighted average common shares outstanding | ||||
Basic | 2,875,702,002 | 1,841,090,247 | 2,474,937,755 | 1,498,132,036 |
Diluted | 3,996,020,553 | 1,841,090,247 | 2,474,937,755 | 1,498,132,036 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT - USD ($) | Series A Preferred Stocks [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Discount To Par Value [Member] | Comprehensive Income [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total | Series B Preferred Stocks [Member] | Controlling Shareholdersinterest [Member] |
Beginning balance, value at Dec. 31, 2019 | $ 1,554,838 | $ 23,188,527 | $ 727,976 | $ (45,491,885) | $ (20,020,544) | $ (20,020,544) | ||||
Beginning Balance, Shares at Dec. 31, 2019 | 155,483,897 | |||||||||
Exercise of warrants | $ 1,030,000 | (937,048) | 92,952 | 92,952 | ||||||
Exercise of warrants, Shares | 103,000,000 | |||||||||
Shares issued for commitment fees | $ 27,000 | 138,780 | 165,780 | 165,780 | ||||||
Shares issued for commitment fees, Shares | 2,700,000 | |||||||||
Conversion of convertible notes | $ 13,166,792 | (12,635,787) | 531,005 | 531,005 | ||||||
Conversion of convertible notes, Shares | 1,316,679,078 | |||||||||
Foreign currency translation | (185,813) | (185,813) | (185,813) | |||||||
Net loss | (10,338,286) | (10,338,286) | (10,338,286) | |||||||
Ending balance, value at Mar. 31, 2020 | $ 15,778,630 | 23,327,307 | (13,572,835) | 542,163 | (55,830,171) | (29,754,906) | (29,754,906) | |||
Ending Balance, Shares at Mar. 31, 2020 | 1,577,862,975 | |||||||||
Beginning balance, value at Dec. 31, 2019 | $ 1,554,838 | 23,188,527 | 727,976 | (45,491,885) | (20,020,544) | (20,020,544) | ||||
Beginning Balance, Shares at Dec. 31, 2019 | 155,483,897 | |||||||||
Net loss | (11,532,817) | |||||||||
Ending balance, value at Sep. 30, 2020 | $ 18,410,903 | 23,327,307 | (16,429,220) | 697,565 | (57,053,655) | 700,000 | (29,947,100) | $ 400,000 | (30,647,100) | |
Ending Balance, Shares at Sep. 30, 2020 | 1,841,090,247 | 400,000 | ||||||||
Beginning balance, value at Mar. 31, 2020 | $ 15,778,630 | 23,327,307 | (13,572,835) | 542,163 | (55,830,171) | (29,754,906) | (29,754,906) | |||
Beginning Balance, Shares at Mar. 31, 2020 | 1,577,862,975 | |||||||||
Exercise of warrants | $ 810,000 | (807,084) | 2,916 | 2,916 | ||||||
Exercise of warrants, Shares | 81,000,000 | |||||||||
Conversion of convertible notes | $ 822,273 | (793,990) | 28,283 | 28,283 | ||||||
Conversion of convertible notes, Shares | 82,227,272 | |||||||||
Extinguishment of debt | (280,311) | 700,000 | 819,689 | $ 400,000 | 119,689 | |||||
Extinguishment of debt ,shares | 400,000 | |||||||||
Settlement of liabilities | $ 1,000,000 | (975,000) | 25,000 | 25,000 | ||||||
Settlement of liabilities, Shares | 100,000,000 | |||||||||
Foreign currency translation | 101,331 | 101,331 | 101,331 | |||||||
Net loss | 9,039,879 | 9,039,879 | 9,039,879 | |||||||
Preferred stock dividends accrued | (4,652) | (4,652) | (4,652) | |||||||
Ending balance, value at Jun. 30, 2020 | $ 18,410,903 | 23,327,307 | (16,429,220) | 643,494 | (46,794,944) | 700,000 | (19,742,460) | $ 400,000 | (20,442,460) | |
Ending Balance, Shares at Jun. 30, 2020 | 1,841,090,247 | 400,000 | ||||||||
Foreign currency translation | 54,071 | 54,071 | 54,071 | |||||||
Net loss | (10,234,410) | (10,234,410) | (10,234,410) | |||||||
Preferred stock dividends accrued | (24,301) | (24,301) | (24,301) | |||||||
Ending balance, value at Sep. 30, 2020 | $ 18,410,903 | 23,327,307 | (16,429,220) | 697,565 | (57,053,655) | 700,000 | (29,947,100) | $ 400,000 | $ (30,647,100) | |
Ending Balance, Shares at Sep. 30, 2020 | 1,841,090,247 | 400,000 | ||||||||
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 | ||||||||
Warrants exercised | $ 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 loss | (2,368,156) | (2,368,156) | ||||||||
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 | ||||||||
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 | ||||||||
Net loss | (3,466,019) | |||||||||
Ending balance, value at Sep. 30, 2021 | $ 40,000 | $ 31,110,478 | 25,326,799 | (24,137,786) | 804,634 | (45,978,688) | 831,284 | (12,003,279) | ||
Ending Balance, Shares at Sep. 30, 2021 | 4,000,000 | 3,111,047,811 | ||||||||
Beginning 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) | ||
Beginning 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 | ||||||||
Warrants exercised | $ 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 | 296,313,288 | |||||||||
Foreign currency translation | 35,311 | 35,311 | ||||||||
Net loss | (2,626,438) | (2,626,438) | ||||||||
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 | 2,601,515,456 | ||||||||
Warrants exercised | $ 1,782,727 | (1,201,210) | 581,517 | |||||||
Warrants exercised ,shares | 178,272,725 | |||||||||
Conversion of convertible notes | $ 2,312,596 | (1,584,729) | 727,867 | |||||||
Conversion of convertible notes, Shares | 231,259,630 | |||||||||
Shares issued in consideration of acquisition | $ 1,000,000 | (590,000) | 410,000 | |||||||
Shares issued in consideration of acquisition ,shares | 100,000,000 | |||||||||
Fair value of non-controlling interest on acquisition of subsidiary | 153,333 | 153,333 | ||||||||
Foreign currency translation | (67,002) | (67,002) | ||||||||
Net loss | 1,550,624 | (22,049) | 1,528,575 | |||||||
Dividends accrued | (24,858) | (24,858) | ||||||||
Ending balance, value at Sep. 30, 2021 | $ 40,000 | $ 31,110,478 | $ 25,326,799 | $ (24,137,786) | $ 804,634 | $ (45,978,688) | $ 831,284 | $ (12,003,279) | ||
Ending Balance, Shares at Sep. 30, 2021 | 4,000,000 | 3,111,047,811 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | ||
Net loss | $ (3,466,019) | $ (11,532,817) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 191,192 | 91,598 |
Gain on debt extinguishment | (12,683,678) | |
Non-cash interest accrual on escrow deposit | (24) | |
Warrant exercise | 758,340 | 95,868 |
Non-cash interest converted to equity | 146,174 | 96,754 |
Shares issued for services | 165,780 | |
Fair value of warrants granted | 976,788 | |
Amortization of debt discount | 1,683,779 | 628,893 |
Unrealized foreign exchange gain | (146,385) | |
Derivative liability movements | (544,767) | 22,850,631 |
Movement in receivables reserve | (2,734) | |
Non-cash deferred tax movements | (18,794) | |
Amortization of right of use asset | 59,028 | |
Changes in operating assets and liabilities (net of assets acquired and liabilities assumed) | ||
Accounts receivable | (11,821) | 105,561 |
Prepaid expenses and other current assets | 130,311 | (319,893) |
Accounts payable and accrued liabilities | 184,746 | 215,004 |
Operating lease liability | (50,475) | |
Taxes payable | 37,430 | |
Net cash provided by (used in) operating activities | 75,912 | (435,442) |
Investing activities | ||
Acquisition of subsidiary, net of cash of $60,324 | 10,324 | |
Other investments | (450,537) | |
Acquisition of property, plant and equipment | (31,214) | |
Deposit refunded | 5,995 | |
Net cash (used in) provided by investing activities | (471,427) | 5,995 |
Financing activities | ||
Repayment of bank overdraft | (11,079) | |
Repayment of mortgage loans | (87,225) | (79,134) |
Proceeds from convertible loans | 1,017,700 | 450,000 |
Repayment of convertible loans | (478,389) | (72,412) |
Proceeds from federal assistance loans | 173,240 | 156,782 |
Proceeds from short term loans | 420,449 | |
Repayment of short term loans | (404,338) | |
Dividends paid | (14,012) | |
Proceeds from related party notes | 3,174 | |
Repayment of related party notes | (269,238) | |
Net cash provided by financing activities | 372,199 | 433,319 |
Effect of exchange rate on cash | (5,003) | (2,774) |
Net change in cash | (28,319) | 1,098 |
Beginning cash balance | 90,500 | 2,975 |
Ending cash balance | 62,181 | 4,073 |
Supplemental cash flow information | ||
Cash paid for interest | 363,251 | 251,539 |
Cash paid for income taxes | ||
Non-cash investing and financing activities | ||
Fair value of warrants issued | 1,884,914 | |
Shares issued in consideration of acquisition | 410,000 | |
Conversion of convertible notes | 3,359,274 | 559,288 |
Settlement of liabilities | 25,000 | |
Fair value of non-controlling interest | $ 153,333 |
Nature of business
Nature of business | 9 Months Ended |
Sep. 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 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$ 3,517,062 659,918 60,000,000 0.0364 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 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 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 3,000,000 3,070,000 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 a treatment center operated by Evernia Health Center LLC (“Evernia”) at 950 Evernia Street, West Palm Beach Florida. On July 1, 2021, the Company closed on an acquisition, purchasing 75% of the equity of American Treatment Holdings, Inc. (“ATHI”). ATHI owns 100% of the equity of Evernia. The company has been financing the operations of Evernia since June 2020. Evernia is the only treatment center of the Company. |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 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 September 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 nine months ended September 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. ATHI and its wholly owned subsidiary Evernia, have been consolidated since July 1, 2021. 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 nine months ended September 30, 2021, a closing rate of CDN$ 1.0000 1.0000 1.0000 1.0000 c) Business Combinations The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. d) Use of estimates The preparation of unaudited condensed consolidated financial statements in conformity with 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include valuing equity securities issued in share-based payment arrangements, determining the fair value of assets acquired, allocation of purchase price, impairment of long-lived assets, the collectability of receivables, leasing arrangements, convertible debentures, contingencies and the value of deferred taxes and related valuation allowances. Certain estimates, including evaluating the collectability of receivables and advances, could be affected by external conditions, including those unique to the Company’s industry and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from the Company’s estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. e) 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 $ 250,000 100,000 f) Accounts receivable Accounts receivable primarily consists of amounts due from third-party payors (non-governmental) and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimating net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies denying claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. g) Allowance for Doubtful Accounts, Contractual and Other Discounts The Company derives the majority of its revenues from commercial payors at in-network rates. Management estimates the allowance for contractual and other discounts based on its historical collection experience. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account is written off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. h) 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) Intangible assets Intangible assets are stated at acquisition cost less accumulated amortization, if applicable, less any adjustments for impairment losses. Amortization is charged on a straight-line basis over the estimated remaining useful lives of the individual intangibles. Where intangibles are deemed to be impaired the Company recognizes an impairment loss measured as the difference between the estimated fair value of the intangible and its book value. Licenses to provide substance abuse rehabilitation services are amortized over the expected life of the contract, including any anticipated renewals. The Company expects its licenses to remain in operation for a period of five years. j) 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. k) 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. l) 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. m) Related parties Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions are recorded at fair value of the goods or services exchanged. n) 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 $ 192,049 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. o) 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. p) 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). q) 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. r) 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 September 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 $ 15,440,821 1,782,072 45,978,688 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 September 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 September 30, 2021, a 5 4,512 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. s) 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. t) 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 | 9 Months Ended |
Sep. 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 September 30, 2021 the Company has a working capital deficiency of $ 15,440,821 1,782,072 45,978,688 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. |
Acquisition of subsidiaries
Acquisition of subsidiaries | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition of subsidiaries | 4. Acquisition of subsidiaries 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 1,140,985 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 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. 100,000,000 25,000 50,000 1,100,000 Pursuant to the terms of the Purchase Agreement, the consideration paid for 75% of the equity of ATHI was $50,000 in cash plus the issuance of 100,000,000 410,000 In terms of the agreement, the preliminary purchase price was allocated to the fair market value of tangible and intangible assets acquired and liabilities assumed as follows: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Amount Consideration Cash 50,000 100,000,000 shares of common stock at fair market value 410,000 Total purchase consideration $ 460,000 Recognized amounts of identifiable assets acquired and liabilities assumed Cash 60,324 Other Current assets 198,133 Property, plant and equipment 130,234 Right of use asset 1,772,560 Intangibles 1,789,903 Total assets 3,951,154 Less: liabilities assumed Current liabilities assumed (50,040 ) Intercompany advance (1,140,985 ) Operating lease liabilities assumed (1,836,151 ) Imputed Deferred taxation on identifiable intangible acquired (310,645 ) Total liabilities (3,337,821 ) Net identifiable assets acquired and liabilities assumed 613,333 Fair value of non-controlling interest (153,333 ) Total $ 460,000 The amount of revenue and earnings include in the Company’s consolidated statement of operations and comprehensive income (loss) for the nine months ended September 30, 2021 and the revenue and earnings of the combined entity had the acquisition date been January 1, 2020. Evernia only began operations in June 2020. Schedule of Accumulated Other Comprehensive Income Revenue Earnings Actual from July 1, 2021 to September 30, 2021 $ 774,577 $ (88,194 ) 2021 Supplemental pro forma from January 1, 2021 to September 30, 2021 $ 2,135,092 $ (3,858,099 ) 2020 Supplemental pro forma from inception to September 30, 2020 $ 255,672 $ (11,969,476 ) The 2021 and 2020 Supplemental pro forma earnings information was adjusted to account for amortization of intangibles on acquisition of $ 178,990 268,485 |
Other current assets
Other current assets | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other current assets | 5. 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 33.33 400,000 120,000 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 | 9 Months Ended |
Sep. 30, 2021 | |
Other Investments | |
Other investments | 6. Other investments 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 Company has decided not to pursue the acquisition of BHHI. |
Due on sale of business
Due on sale of business | 9 Months Ended |
Sep. 30, 2021 | |
Due On Sale Of Business | |
Due on sale of business | 7. Due on sale of business On February 14, 2017, the Company sold its Canadian Rehab Clinic for gross proceeds of CDN$ 10,000,000 1,500,000 1,055,042 461,318 1,516,360 6,485 |
Property and equipment
Property and equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | 8. Property and equipment Property and equipment consists of the following: Schedule of property and equipment September 30, December 31, 2020 Cost Accumulated depreciation Net book value Net book value Land $ 168,747 $ — $ 168,747 $ 168,866 Property 3,192,171 (576,499 ) 2,615,672 2,713,354 Leasehold improvements 107,566 (2,308 ) 105,258 — Furniture and fittings 41,594 (1,926 ) 39,668 — Vehicles 12,288 (625 ) 11,663 2,713,354 $ 3,522,366 $ (581,358 ) $ 2,941,008 $ 2,882,220 Depreciation expense for the nine months ended September 30, 2021 and 2020 was $ 101,696 91,598 |
Intangibles
Intangibles | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | 9. Intangibles Intangible assets consist of the Company’s preliminary estimate of the fair value of intangibles acquired with the acquisition of ATHI disclosed in Note 4 above. The Company preliminarily allocated the excess over the tangible assets acquired, less the liabilities assumed to the contract provided to the Company by a health care service provider. Intangible assets consist of the following: Schedule of Impaired Intangible Assets September 30, 2021 December 31, 2020 Cost Accumulated amortization Net book value Net book value Health care Provider license $ 1,789,903 $ 89,495 $ 1,700,408 $ — The Company evaluates intangible assets for impairment on an annual basis during the last month of each year and at an interim date if indications of impairment exist. Intangible asset impairment is determined by comparing the fair value of the asset to its carrying amount with an impairment being recognized only when the fair value is less than carrying value and the impairment is deemed to be permanent in nature. The Company recorded $ 89,495 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | 10. Leases The Company acquired ATHI on July 1, 2021, ATHI’s wholly owned subsidiary had entered into am operating lease agreement for certain real property located at 1590 S. Congress Avenue, West Palm Beach, Florida, with effect from February 1, 2019 for a period of three years, expiring on 1 February 2022. Under the terms of the lease agreement, the lease was extended during October 2021 for a further 5 year period until 1 February 2027. To determine the present value of minimum future lease payments for operating leases at February 1, 2019, the Company was required to estimate a rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the "incremental borrowing rate" or "IBR"). The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, the Company used the average of (i) the five year ARM interest rate as quoted by Freddie Mac adjusted for a risk premium of 20% The Company determined was 4.64% as an appropriate incremental borrowing rate to apply to its real-estate operating lease. Right of use assets are included in the consolidated balance sheet are as follows: Condensed Balance Sheet September 30, December 31, Non-current assets Right of use assets - operating leases, net of amortization $ 1,713,532 $ — Lease costs consists of the following: Lease, Cost Nine Months Ended September 30, 2021 2020 Operating lease cost $ 90,386 $ 4,000 Other lease information: Operating Lease, Lease Income Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases (87,934 ) (4,000 ) Weighted average remaining lease term – operating leases 5 years and 4 months — Discount rate – operating leases 4.64 % — % Maturity of Leases Operating lease liability The amount of future minimum lease payments under operating leases are as follows: Schedule of Future Minimum Lease Payments Amount Remainder of 2021 $ 79,380 2022 332,073 2023 348,677 2024 366,110 2025 and thereafter 821,823 Total undiscounted minimum future lease payments 1,948,063 Imputed interest (162,386 ) Total operating lease liability $ 1,785,677 Disclosed as: Current portion $ 230,172 Non-Current portion 1,555,505 Lease liability $ 1,785,677 |
Taxes Payable
Taxes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Taxes Payable | |
Taxes Payable | 11. Taxes Payable The taxes payable consist of: ● A payroll tax liability of $ 143,309 ● A GST/HST tax payable of $ 110,467 ● 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 Taxes Payable September 30, December 31, Payroll taxes $ 143,309 $ 143,410 HST/GST payable 110,467 73,503 US penalties due 250,000 250,000 Income tax payable 383,093 383,364 Taxes Payable $ 886,869 $ 850,277 |
Short-term Convertible Notes
Short-term Convertible Notes | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Short-term Convertible Notes | 12. 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 September 30, 2021 December 31, 2020 Leonite Capital, LLC 8.5 % — $ — $ — $ — $ — $ 70,583 12.0 % On Demand 535,866 44,831 — 580,697 147,058 First Fire Global Opportunities Fund 6.5 % October 29,2021 — — — — 25,297 Auctus Fund, LLC 0.0 % On Demand 100,000 — — 100,000 150,000 10.0 % August 13, 2021 — — — — 40,202 Labrys Fund, LP 12.0 % November 30, 2021 63,200 8,008 (10,562 ) 60,646 26,159 11.0 % May 7, 2022 550,000 24,536 (330,000 ) 244,536 — 11.0 % June 2, 2022 230,000 8,433 (154,383 ) 84,050 — Ed Blasiak 6.5 % September 14, 2021 55,000 3,784 — 58,784 17,347 Joshua Bauman 6.5 % September 14, 2021 38,889 1,786 — 40,675 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 — — — — — Series N convertible notes 6.0 % On Demand 3,229,000 570,240 — 3,799,240 3,654,333 4,801,955 661,618 (494,945 ) $ 4,968,628 $ 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 1,650,000 0.06 8.5 December 1, 2018 132,000 1,650,000 20,000 27,500,000 0.10 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 27,500,000 At the execution of the Note, the Investor funded an initial tranche of $ 300,000 156,136 100,000 850,000 93,764 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 15,000 150,000 December 1, 2018 8.5 0.06 11,550 165,000 5,500,000 0.10 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 55,000 550,000 December 1, 2018 8.5 0.06 42,350 10,083,333 10,083,333 0.10 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 7,111 64,000 July 25, 2019 11.0 0.06 4,978 71,111 1,185,183 0.10 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 75,000 100,000 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 10,000 47,000 September 10, 2019 0.06 1,000,000 0.10 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 36,470 36,470 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 96,331,811 240,616 137 78,763,466 0.0009 On July 12, 2020, the Company entered into a Senior Secured Convertible Note agreement with Leonite for $ 440,000 40,000 400,000 200,000 20,000 6.5 June 12, 2021 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 655,000 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 $ 4,000 145,454,547 0.00205 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 12,319 97,000,000 0.0009 On June 1, 2021, in terms of a conversion notice, Leonite converted the principal sum of $ 25,084 4,166 30,000,000 0.0009 On June 10, 2021, in terms of a conversion notice, Leonite converted the principal sum of $ 58,908 342 60,000,000 0.0009 On September 10, 2021, in terms of a conversion notice, Leonite converted the principal sum of $ 59,260 1,718 59,259,630 0.0010 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 Between January 10, 2020 and January 24, 2020, in terms of conversion notices received, Power Up converted the aggregate principal amount of $ 53,000 1,085 75,618,509 0.000715 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 Between January 24, 2020 and February 27, 2020, in terms of conversion notices received, Power Up converted the aggregate principal amount of $ 41,400 453,800,493 0.0000912 On June 1, 2020, The Company repaid the Power Up Lending Group $ 41,600 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 $ 200,000 192,000 8,000 December 9, 2019 Between September 11, 2019 and December 30, 2019, in terms of a conversion notices received, the Company issued 11,887,445 36,592 Between January 6, 2020 and February 26, 2020, in terms of conversion notices received, First Fire converted an aggregate principal amount of $ 83,902 308,100,000 0.000272 On June 3, 2020, the Company entered into an agreement with First Fire whereby the remaining balance of the convertible note of $ 73,006 25,000 Between July 2, 2020 and August 17, 2020, the Company repaid the remaining principal outstanding of $ 50,000 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 12,500 6.5 October 29, 2021 0.001 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 125,000 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 50,505,051 0.00205 On May 10, 2021, the Company repaid the principal outstanding of $ 138,889 164,913 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 May 7, 2020 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 50,000 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 85,000 15,000 August 13, 2021 10 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 $ 95,000 110,000 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 $ 282,000 253,800 28,200 In connection with the issuance of the convertible promissory note to Labrys, the Company issued 2,700,000 January 8, 2020 165,780 Between January 15, 2020 and February 25, 2020, in terms of conversion notices received, Labrys converted the aggregate principal sum of $ 8,936 19,867 479,160,076 0.00006 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 On November 30, 2020, Labrys converted principal of $ 235,564 20,416 91,421,457 4,571 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 $ 275,000 239,050 27,500 November 30, 2021 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 $ 57,000 100,000,000 On July 7, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $ 100,800 112,000,000 On September 28, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $ 54,000 60,000,000 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 $ 550,000 477,700 55,000 17,300 May 7, 2022 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 $ 230,000 200,000 23,000 7,000 June 2, 2022 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. The value of the warrant was accounted for as a debt discount. Ed Blasiak On September 14, 2020, the Company entered into a Securities Purchase Agreement with Ed Blasiak (“Blasiak”), pursuant to which the Company issued a senior secured convertible promissory note in the aggregate principal amount of $ 55,000 5,000 6.5 September 14, 2021 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 50,000 Joshua Bauman On September 14, 2020, the Company entered into a Securities Purchase Agreement with Joshua Bauman (“Bauman”), pursuant to which the Company issued a senior secured convertible promissory note in the aggregate principal amount of $ 110,000 10,000 6.5 September 14, 2021 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 125,000 In terms of clause 3.12 of the Senior secured convertible Promissory Note Agreement (“Bauman Note”) entered into with Joshua Bauman, the terms of the convertible promissory note issued to Labrys Fund LP on November 30, 2020, as described above, contained terms more favorable than those contained in the Bauman Note, resulting in an adjustment made to the Original issue discount of $ 1,389 50,505,051 0.00205 On June 8, 2021, in terms of a conversion notice received by the company, Bauman converted the aggregate principal sum of $ 100,000 106,313,288 Geneva Roth Remark Holdings, Inc On October 29, 2020, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $ 88,000 85,000 3,000 August 29, 2021 On November 24, 2020, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $ 53,000 50,000 3,000 October 15, 2021 On March 3, 2021, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $ 53,500 50,000 3,500 January 3, 2022 On April 30, 2021 the Company prepaid the note issued on October 29, 2020, to Geneva Roth Remark Holdings, Inc., in the aggregate principal amount of $ 88,000 119,449 On May 21, 2021, the Company prepaid the note issued on November 24, 2020 to Geneva Roth Remark Holdings, Inc., in the aggregate principal amount of $ 53,000 71,907 On September 8, 2021, the Company prepaid the note issued on March 3, 2021 to Geneva Roth Remark Holdings, Inc., in the aggregate principal amount of $ 53,500 72,620 Series N convertible notes Between January 28, 2019 and June 11, 2020, the Company closed several tranches of Series N Convertible notes in which it raised $3,229,000 in principal from accredited investors through the issuance to the investors of the Company’s Series N convertible notes, in the total original principal amount of $ 3,229,000 0.08 52,237,500 0.12 |
Short term loans
Short term loans | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Short term loans | 13. Short term loans LXR Biotech On April 12, 2019, the Company, entered into a secured Promissory Note in the aggregate principal amount of CDN$133,130. The Note had a maturity date of April 11, 2020 This note has not been repaid as yet and remains outstanding. Leonite Capital, LLC Secured Promissory Notes On April 16, 2021, the Company, entered into a secured Promissory Note in the aggregate principal amount of $ 30,000 25,000 3,000 2,000 April 19, 2021 The Company repaid the note on April 19, 2021 for $ 28,889 1,111 On April 29, 2021, the Company, entered into a secured Promissory Note in the aggregate principal amount of $ 46,000 40,000 6,000 May 3, 2021 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 $126,000 after an original issue discount of $14,000 . 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 60,000 10,000 June 4, 2021 The Company repaid the note on June 4, 2021 for $ 70,000 On September 15, 2021, the Company, entered into a secured Promissory Note in the aggregate principal amount of $ 60,000 50,000 10,000 September 23, 2021 The note was still outstanding at September 30, 2021. |
Mortgage loans
Mortgage loans | 9 Months Ended |
Sep. 30, 2021 | |
Mortgage Loans | |
Mortgage loans | 14. Mortgage loans Mortgage loans is disclosed as follows: Mortgage loans Interest Maturity Principal Accrued September 30, December 31, Cranberry Cove Holdings, Ltd. Pace Mortgage 4.2 % July 19, 2022 $ 3,869,260 $ 4,897 $ 3,874,157 $ 3,963,781 Disclosed as follows: Short-term portion $ 3,874,157 $ 115,704 Long-term portion — 3,848,077 $ 3,874,157 $ 3,963,781 The aggregate amount outstanding is payable as follows: Schedule of maturity of long term debt Amount Within the next twelve months $ 3,874,157 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 4.2 5 25 29,531 |
Government assistance loans
Government assistance loans | 9 Months Ended |
Sep. 30, 2021 | |
Government Assistance Loans | |
Government assistance loans | 15. Government assistance loans On May 10, 2020, the Company was granted a government assistance loan in the aggregate principal amount of $ 156,782 1 On December 1, 2020, CCH was granted a Covid-19 related government assistance loan in the aggregate principal amount of CDN$ 40,000 31,000 10,000 On January 12, 2021, CCH received a further CDN$ 20,000 10,000 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 |
Third party loans
Third party loans | 9 Months Ended |
Sep. 30, 2021 | |
Third Party Loans | |
Third party loans | 16. Third party loans On April 12, 2019, Eileen Greene, a related party assigned CDN$ 1,000,000 During the current period the Company repaid CDN$ 160,000 131,557 |
Derivative liability
Derivative liability | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Liability | |
Derivative liability | 17. Derivative liability The short-term convertible notes issued to convertible note holders disclosed in note 12 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 The derivative liability is marked-to-market on a quarterly basis. As of September 30, 2021, the derivative liability was valued at $ 1,782,072 The following assumptions were used in the Black-Scholes valuation model: Schedule of assumption used in Black Scholes Nine months ended Calculated stock price $ 0.0009 0.0055 Risk free interest rate 0.01 0.83 % Expected life of convertible notes and warrants 3 60 expected volatility of underlying stock 80.9 299.1 % Expected dividend rate 0 % The movement in derivative liability is as follows: Schedule of derivative liability September 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 (2,548,122 ) (145,109,526 ) Derivative liability on issued convertible notes 109,574 1,129,050 Fair value adjustments to derivative liability (544,767 ) 7,258,050 Closing balance $ 1,782,072 $ 4,765,387 |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | 18. Related party transactions Shawn E. Leon As of September 30, 2021 and December 31, 2020 the Company had a payable to Shawn Leon of $ 121,797 322,744 Management fees from prior periods due to Mr. Leon amounting to $ 259,175 Due to the current financial position of the Group, Mr. Leon forfeited the management fees due to him for the three and nine months ended September 30, 2021 and for the year ended December 31, 2020. Leon Developments, Ltd. As of September 30, 2021 and December 31, 2020, the Company owed Leon Developments, Ltd. $ 929,369 930,307 Eileen Greene As of September 30, 2021 and December 31, 2020, the Company owed Eileen Greene, the spouse of our CEO, Shawn Leon, $ 1,490,507 1,558,798 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 | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholder’s deficit | 19. Stockholder’s deficit a) Common shares Authorized and outstanding The Company has authorized 10,000,000,000 0.01 3,111,047,811 2,027,085,665 On January 8, 2021, the Company issued 78,763,466 70,137 On March 3, 2021, the Company issued 97,000,000 95,000 On March 9, 2021, the Company received notification of exercise of warrants for 66,666,666 59,999,999 90,000 On May 3, 2021, the Company issued 100,000,000 90,000 On May 13 2021, the Company received notification of exercise of warrants for 50,505,051 42,353,038 86,824 On June 1, 2021, the Company issued 30,000,000 59,250 On June 8, 2021, the Company issued 106,313,288 105,563 On June 10, 2021, the Company issued 60,000,000 59,250 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 On July 7, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $ 100,800 112,000,000 On August 6, 2021, the company received a cashless warrant exercise from Labrys, exercising warrants for 100,000,000 86,333,333 On September 10, 2021, the Company issued 59,259,630 60,977 On September 24, 2021, the company received a cashless warrant exercise from Labrys, exercising warrants for 91,666,666 54,999,999 On September 24, 2021, the company received a cashless warrant exercise from Labrys, exercising warrants for 60,000,000 36,939,393 b) Series A Preferred shares Authorized, issued and outstanding The Company has authorized 10,000,000 0.01 4,000,000 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 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 5 246,464,649 0.00205 Between January 8, 2021 and February 19, 2021, Leonite advanced the Company an additional $ 290,000 5 131,111,112 0.00205 On March 9, 2021, the Company received a cashless warrant exercise notice, exercising warrants for 66,666,666 59,999,999 On May 13, 2021, the company received a cashless warrant exercise notice, exercising warrants for 50,505,051 42,353,038 On May In connection with the issuance of the convertible promissory note to Labrys, the Company granted Labrys a 5 91,666,666 0.006 On June 2, 2021, in connection with the issuance of the convertible promissory note to Labrys, the Company granted Labrys a 5 52,272,727 0.0044 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 September 10, 2021, the Company issued 59,259,630 shares of common stock to Leonite in connection with a conversion notice received, converting principal and interest of $60,977. On September 24, 2021, the company received a cashless warrant exercise from Labrys, exercising warrants for 91,666,666 shares for net shares of 54,999,999 shares of common stock. On September 24, 2021, the company received a cashless warrant exercise from Labrys, exercising warrants for 60,000,000 shares for net shares of 36,939,393 shares of common stock. A summary of all of the Company’s warrant activity during the period from January 1, 2020 to September 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 (91,620,366 ) $0.0015 to 0.12 0.030136 Exercised (361,111,110 ) $0.00150 to $0.00205 0.003291 Outstanding as of September 30, 2021 684,345,057 $0.000675 to $0.12 $ 0.006735 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 Nine months ended September 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 September 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 3.78 326,286,847 $0.002050 327,070,710 4.25 327,070,710 $0.120000 30,987,500 0.42 30,987,500 684,345,057 3.86 $ 0.006735 684,345,057 $ 0.006735 All of the warrants outstanding at September 30, 2021 are vested. The warrants outstanding at September 30, 2021 have an intrinsic value of $ 1,984,035 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 |
Segment information
Segment information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment information | 20. 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 nine months ended September 30, 2021 is disclosed as follows: Segment information Nine months ended September 30, 2021 Rental In-Patient Total Revenue $ 278,806 $ 774,577 $ 1,053,383 Operating expenses 111,163 718,935 830,098 Operating income 167,643 55,642 223,285 Other (expense) income Penalty on convertible debt — (9,240 ) (9,240 ) Loss on advance — (120,000 ) (120,000 ) Warrant exercise — (758,340 ) (758,340 ) Fair value of warrants granted to convertible debt holders — (976,788 ) (976,788 ) Interest expense (173,549 ) (535,387 ) (708,936 ) Amortization of debt discount — (1,683,779 ) (1,683,779 ) Derivative liability movement — 544,767 544,767 Foreign exchange movements (9,024 ) 13,242 4,218 Net loss before taxes (14,930 ) (3,469,883 ) (3,484,813 ) Taxes — 18,794 18,794 Net loss $ (14,930 ) $ (3,451,089 ) $ (3,466,019 ) The operating assets and liabilities of the reportable segments as of September 30, 2021 is as follows: September 30, 2021 Rental In-Patient Total Purchase of fixed assets $ — $ 31,214 $ 31,214 Assets Current assets 3,908 292,134 296,042 Non-current assets 2,784,419 3,575,619 6,360,038 Liabilities Current liabilities (5,395,477 ) (10,341,386 ) (15,736,863 ) Non-current liabilities (675,140 ) (1,847,356 ) (2,522,496 ) Mandatory redeemable preferred shares — (400,000 ) (400,000 ) Intercompany balances 1,254,879 (1,254,879 ) — Net liability position $ (2,027,411 ) $ (9,975,868 ) $ (12,003,279 ) The segment operating results of the reportable segments for the nine months ended September 30, 2020 is disclosed as follows: Nine months ended September 30, 2020 Rental Operations In-Patient services Total Revenue $ 255,672 $ — $ 255,672 Operating expenses 103,606 286,612 390,218 Operating income (loss) 152,066 (286,612 ) (134,546 ) Other (expense) income Interest income — 629 629 Gain on debt extinguishment — 12,683,678 12,683,678 Exercise of warrants — (95,868 ) (95,868 ) Interest expense (185,370 ) (404,368 ) (589,738 ) Amortization of debt discount — (628,892 ) (628,892 ) Change in fair value of derivative liability — (22,850,631 ) (22,850,631 ) Foreign exchange movements (11,318 ) 93,869 82,551 Net loss before taxes (44,622 ) (11,488,195 ) (11,532,817 ) Taxes — — — Net loss $ (44,622 ) $ (11,488,195 ) $ (11,532,817 ) The operating assets and liabilities of the reportable segments is as follows: September 30, 2020 Rental Operations In-Patient services Total Assets Current assets 3,634 463,893 467,527 Non-current assets 2,786,415 — 2,786,415 Liabilities Current liabilities (1,361,264 ) (27,474,669 ) (28,835,933 ) Non-current liabilities (4,365,109 ) — (4,365,109 ) Intercompany balances 1,275,437 (1,275,437 ) — Net liability position $ (1,660,887 ) $ (28,286,213 ) $ (29,947,100 ) |
Net (loss) income per common sh
Net (loss) income per common share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings (loss) per share | |
Net (loss) income per common share | 21. Net (loss) income per common share For the three months ended September 30, 2021, the computation of basic and diluted earnings per share is calculated as follows: Schedule of Earnings Per Share, Basic and Diluted Number of Per share Amount shares amount Basic earnings per share Net income per share available for common stockholders $ 1,525,766 2,875,702,002 $ 0.00 Effect of dilutive securities Warrants — 297,205,984 Convertible debt 123,266 823,112,567 Diluted earnings per share Net income per share available for common stockholders 1,649,032 3,996,020,553 0.00 For the nine months ended September 30, 2021 and the three and nine months ended September 30, 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. Schedule of Anti dilutive Securities Excluded from Computation of Earnings Per Share Nine Nine Warrants to purchase shares of common stock 684,345,057 515,561,379 Convertible notes (in shares) 1,056,854,401 4,964,723,277 1,741,199,458 5,480,284,656 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 22. Commitments and contingencies a. Contingency related to outstanding penalties The Company has provided for potential US penalties of $ 250,000 b. Mortgage loans The company has a mortgage loan as disclosed in note 14 above. The future commitment under this loan is as follows: Schedule of commitment and contingencies Amount Within the next twelve months $ 3,874,157 The Company has principal and interest payment commitments under the Convertible notes disclosed under Note 12 above. Conversion of these notes are at the option of the investor, if not converted these notes may need to be repaid. From time to time, the Company and its subsidiaries enter into legal disputes in the ordinary course of business. The Company believes there are no material legal or administrative matters pending that are likely to have, individually or in the aggregate, a material adverse effect on its business or results of operations. c. ATHI Option agreements 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 On September 14, 2020, the Company entered into a 5 0.0001 50,000 On October 29, 2020, the Company entered into a 5 0.0001 125,000 On October 29, 2020, the Company entered into a 5 0.0001 125,000 |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | 23. Subsequent events On October 1, 2021, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $ 95,200 85,000 3,750 October 1, 2022 11,424 On October 10, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $ 55,800 62,000,000 On October 15, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $ 7,400 8,222,222 On October 19, 2021, in terms of a conversion notice, Leonite converted the principal sum of $ 44,444 5,302 50,496,728 On October 25, 2021, in terms of a conversion notice received, Joshua Bauman converted the aggregate principal sum of $37,500 and interest thereon of $1,155 into 39,405,310 shares of common stock. On October 29, 2021, in terms of a conversion notice, Leonite converted the principal sum of $ 66,667 7,978 83,771,947 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) | 9 Months Ended |
Sep. 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. ATHI and its wholly owned subsidiary Evernia, have been consolidated since July 1, 2021. 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 nine months ended September 30, 2021, a closing rate of CDN$ 1.0000 1.0000 1.0000 1.0000 |
Business Combinations | c) Business Combinations The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. |
Use of estimates | d) Use of estimates The preparation of unaudited condensed consolidated financial statements in conformity with 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include valuing equity securities issued in share-based payment arrangements, determining the fair value of assets acquired, allocation of purchase price, impairment of long-lived assets, the collectability of receivables, leasing arrangements, convertible debentures, contingencies and the value of deferred taxes and related valuation allowances. Certain estimates, including evaluating the collectability of receivables and advances, could be affected by external conditions, including those unique to the Company’s industry and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from the Company’s estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. |
Cash and cash equivalents | e) 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 $ 250,000 100,000 |
Accounts receivable | f) Accounts receivable Accounts receivable primarily consists of amounts due from third-party payors (non-governmental) and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimating net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies denying claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. |
Allowance for Doubtful Accounts, Contractual and Other Discounts | g) Allowance for Doubtful Accounts, Contractual and Other Discounts The Company derives the majority of its revenues from commercial payors at in-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. |
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. |
Intangible assets | i) Intangible assets Intangible assets are stated at acquisition cost less accumulated amortization, if applicable, less any adjustments for impairment losses. Amortization is charged on a straight-line basis over the estimated remaining useful lives of the individual intangibles. Where intangibles are deemed to be impaired the Company recognizes an impairment loss measured as the difference between the estimated fair value of the intangible and its book value. Licenses to provide substance abuse rehabilitation services are amortized over the expected life of the contract, including any anticipated renewals. The Company expects its licenses to remain in operation for a period of five years. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | |
Leases | j) 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. |
Derivatives | k) 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. |
Financial instruments | l) 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. |
Related parties | m) Related parties Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions are recorded at fair value of the goods or services exchanged. |
Revenue Recognition | n) 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 $ 192,049 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. |
Income taxes | o) 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 | p) 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 | q) 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. |
Financial instruments Risks | r) 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 September 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 $ 15,440,821 1,782,072 45,978,688 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 September 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 September 30, 2021, a 5 4,512 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. |
Recent accounting pronouncements | s) 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. |
Comparative and prior period disclosures | t) 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. |
Acquisition of subsidiaries (Ta
Acquisition of subsidiaries (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Amount Consideration Cash 50,000 100,000,000 shares of common stock at fair market value 410,000 Total purchase consideration $ 460,000 Recognized amounts of identifiable assets acquired and liabilities assumed Cash 60,324 Other Current assets 198,133 Property, plant and equipment 130,234 Right of use asset 1,772,560 Intangibles 1,789,903 Total assets 3,951,154 Less: liabilities assumed Current liabilities assumed (50,040 ) Intercompany advance (1,140,985 ) Operating lease liabilities assumed (1,836,151 ) Imputed Deferred taxation on identifiable intangible acquired (310,645 ) Total liabilities (3,337,821 ) Net identifiable assets acquired and liabilities assumed 613,333 Fair value of non-controlling interest (153,333 ) Total $ 460,000 |
Schedule of Accumulated Other Comprehensive Income | Schedule of Accumulated Other Comprehensive Income Revenue Earnings Actual from July 1, 2021 to September 30, 2021 $ 774,577 $ (88,194 ) 2021 Supplemental pro forma from January 1, 2021 to September 30, 2021 $ 2,135,092 $ (3,858,099 ) 2020 Supplemental pro forma from inception to September 30, 2020 $ 255,672 $ (11,969,476 ) |
Property and equipment (Tables)
Property and equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment September 30, December 31, 2020 Cost Accumulated depreciation Net book value Net book value Land $ 168,747 $ — $ 168,747 $ 168,866 Property 3,192,171 (576,499 ) 2,615,672 2,713,354 Leasehold improvements 107,566 (2,308 ) 105,258 — Furniture and fittings 41,594 (1,926 ) 39,668 — Vehicles 12,288 (625 ) 11,663 2,713,354 $ 3,522,366 $ (581,358 ) $ 2,941,008 $ 2,882,220 |
Intangibles (Tables)
Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Impaired Intangible Assets | Schedule of Impaired Intangible Assets September 30, 2021 December 31, 2020 Cost Accumulated amortization Net book value Net book value Health care Provider license $ 1,789,903 $ 89,495 $ 1,700,408 $ — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Condensed Balance Sheet | Condensed Balance Sheet September 30, December 31, Non-current assets Right of use assets - operating leases, net of amortization $ 1,713,532 $ — |
Lease, Cost | Lease, Cost Nine Months Ended September 30, 2021 2020 Operating lease cost $ 90,386 $ 4,000 |
Operating Lease, Lease Income | Operating Lease, Lease Income Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases (87,934 ) (4,000 ) Weighted average remaining lease term – operating leases 5 years and 4 months — Discount rate – operating leases 4.64 % — % |
Schedule of Future Minimum Lease Payments | Schedule of Future Minimum Lease Payments Amount Remainder of 2021 $ 79,380 2022 332,073 2023 348,677 2024 366,110 2025 and thereafter 821,823 Total undiscounted minimum future lease payments 1,948,063 Imputed interest (162,386 ) Total operating lease liability $ 1,785,677 Disclosed as: Current portion $ 230,172 Non-Current portion 1,555,505 Lease liability $ 1,785,677 |
Taxes Payable (Tables)
Taxes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Taxes Payable | |
Taxes Payable | Taxes Payable September 30, December 31, Payroll taxes $ 143,309 $ 143,410 HST/GST payable 110,467 73,503 US penalties due 250,000 250,000 Income tax payable 383,093 383,364 Taxes Payable $ 886,869 $ 850,277 |
Short-term Convertible Notes (T
Short-term Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Short term convertible notes | Short term convertible notes Interest rate Maturity Date Principal Interest Debt Discount September 30, 2021 December 31, 2020 Leonite Capital, LLC 8.5 % — $ — $ — $ — $ — $ 70,583 12.0 % On Demand 535,866 44,831 — 580,697 147,058 First Fire Global Opportunities Fund 6.5 % October 29,2021 — — — — 25,297 Auctus Fund, LLC 0.0 % On Demand 100,000 — — 100,000 150,000 10.0 % August 13, 2021 — — — — 40,202 Labrys Fund, LP 12.0 % November 30, 2021 63,200 8,008 (10,562 ) 60,646 26,159 11.0 % May 7, 2022 550,000 24,536 (330,000 ) 244,536 — 11.0 % June 2, 2022 230,000 8,433 (154,383 ) 84,050 — Ed Blasiak 6.5 % September 14, 2021 55,000 3,784 — 58,784 17,347 Joshua Bauman 6.5 % September 14, 2021 38,889 1,786 — 40,675 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 — — — — — Series N convertible notes 6.0 % On Demand 3,229,000 570,240 — 3,799,240 3,654,333 4,801,955 661,618 (494,945 ) $ 4,968,628 $ 4,200,217 |
Mortgage loans (Tables)
Mortgage loans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Mortgage Loans | |
Mortgage loans | Mortgage loans Interest Maturity Principal Accrued September 30, December 31, Cranberry Cove Holdings, Ltd. Pace Mortgage 4.2 % July 19, 2022 $ 3,869,260 $ 4,897 $ 3,874,157 $ 3,963,781 Disclosed as follows: Short-term portion $ 3,874,157 $ 115,704 Long-term portion — 3,848,077 $ 3,874,157 $ 3,963,781 |
Schedule of maturity of long term debt | Schedule of maturity of long term debt Amount Within the next twelve months $ 3,874,157 |
Derivative liability (Tables)
Derivative liability (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Liability | |
Schedule of assumption used in Black Scholes | Schedule of assumption used in Black Scholes Nine months ended Calculated stock price $ 0.0009 0.0055 Risk free interest rate 0.01 0.83 % Expected life of convertible notes and warrants 3 60 expected volatility of underlying stock 80.9 299.1 % Expected dividend rate 0 % |
Schedule of derivative liability | Schedule of derivative liability September 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 (2,548,122 ) (145,109,526 ) Derivative liability on issued convertible notes 109,574 1,129,050 Fair value adjustments to derivative liability (544,767 ) 7,258,050 Closing balance $ 1,782,072 $ 4,765,387 |
Stockholder_s deficit (Tables)
Stockholder’s deficit (Tables) | 9 Months Ended |
Sep. 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 (91,620,366 ) $0.0015 to 0.12 0.030136 Exercised (361,111,110 ) $0.00150 to $0.00205 0.003291 Outstanding as of September 30, 2021 684,345,057 $0.000675 to $0.12 $ 0.006735 |
Black Scholes pricing model | Black Scholes pricing model Nine months ended September 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 3.78 326,286,847 $0.002050 327,070,710 4.25 327,070,710 $0.120000 30,987,500 0.42 30,987,500 684,345,057 3.86 $ 0.006735 684,345,057 $ 0.006735 |
Segment information (Tables)
Segment information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment information | Segment information Nine months ended September 30, 2021 Rental In-Patient Total Revenue $ 278,806 $ 774,577 $ 1,053,383 Operating expenses 111,163 718,935 830,098 Operating income 167,643 55,642 223,285 Other (expense) income Penalty on convertible debt — (9,240 ) (9,240 ) Loss on advance — (120,000 ) (120,000 ) Warrant exercise — (758,340 ) (758,340 ) Fair value of warrants granted to convertible debt holders — (976,788 ) (976,788 ) Interest expense (173,549 ) (535,387 ) (708,936 ) Amortization of debt discount — (1,683,779 ) (1,683,779 ) Derivative liability movement — 544,767 544,767 Foreign exchange movements (9,024 ) 13,242 4,218 Net loss before taxes (14,930 ) (3,469,883 ) (3,484,813 ) Taxes — 18,794 18,794 Net loss $ (14,930 ) $ (3,451,089 ) $ (3,466,019 ) The operating assets and liabilities of the reportable segments as of September 30, 2021 is as follows: September 30, 2021 Rental In-Patient Total Purchase of fixed assets $ — $ 31,214 $ 31,214 Assets Current assets 3,908 292,134 296,042 Non-current assets 2,784,419 3,575,619 6,360,038 Liabilities Current liabilities (5,395,477 ) (10,341,386 ) (15,736,863 ) Non-current liabilities (675,140 ) (1,847,356 ) (2,522,496 ) Mandatory redeemable preferred shares — (400,000 ) (400,000 ) Intercompany balances 1,254,879 (1,254,879 ) — Net liability position $ (2,027,411 ) $ (9,975,868 ) $ (12,003,279 ) The segment operating results of the reportable segments for the nine months ended September 30, 2020 is disclosed as follows: Nine months ended September 30, 2020 Rental Operations In-Patient services Total Revenue $ 255,672 $ — $ 255,672 Operating expenses 103,606 286,612 390,218 Operating income (loss) 152,066 (286,612 ) (134,546 ) Other (expense) income Interest income — 629 629 Gain on debt extinguishment — 12,683,678 12,683,678 Exercise of warrants — (95,868 ) (95,868 ) Interest expense (185,370 ) (404,368 ) (589,738 ) Amortization of debt discount — (628,892 ) (628,892 ) Change in fair value of derivative liability — (22,850,631 ) (22,850,631 ) Foreign exchange movements (11,318 ) 93,869 82,551 Net loss before taxes (44,622 ) (11,488,195 ) (11,532,817 ) Taxes — — — Net loss $ (44,622 ) $ (11,488,195 ) $ (11,532,817 ) The operating assets and liabilities of the reportable segments is as follows: September 30, 2020 Rental Operations In-Patient services Total Assets Current assets 3,634 463,893 467,527 Non-current assets 2,786,415 — 2,786,415 Liabilities Current liabilities (1,361,264 ) (27,474,669 ) (28,835,933 ) Non-current liabilities (4,365,109 ) — (4,365,109 ) Intercompany balances 1,275,437 (1,275,437 ) — Net liability position $ (1,660,887 ) $ (28,286,213 ) $ (29,947,100 ) |
Net (loss) income per common _2
Net (loss) income per common share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings (loss) per share | |
Schedule of Earnings Per Share, Basic and Diluted | Schedule of Earnings Per Share, Basic and Diluted Number of Per share Amount shares amount Basic earnings per share Net income per share available for common stockholders $ 1,525,766 2,875,702,002 $ 0.00 Effect of dilutive securities Warrants — 297,205,984 Convertible debt 123,266 823,112,567 Diluted earnings per share Net income per share available for common stockholders 1,649,032 3,996,020,553 0.00 |
Schedule of Anti dilutive Securities Excluded from Computation of Earnings Per Share | Schedule of Anti dilutive Securities Excluded from Computation of Earnings Per Share Nine Nine Warrants to purchase shares of common stock 684,345,057 515,561,379 Convertible notes (in shares) 1,056,854,401 4,964,723,277 1,741,199,458 5,480,284,656 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of commitment and contingencies | Schedule of commitment and contingencies Amount Within the next twelve months $ 3,874,157 |
Summary of significant accoun_3
Summary of significant accounting policies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 192,049 | $ 3,075 |
Working capital deficiency | 15,440,821 | |
Derivative liabilities | 1,782,072 | 4,765,387 |
Retained Earnings (Accumulated Deficit) | $ 45,978,688 | $ 42,459,781 |
Acquisition of subsidiaries (De
Acquisition of subsidiaries (Details -Intangible Assets And Liabilities) | Sep. 30, 2021USD ($) |
Consideration | |
Cash | $ 50,000 |
100,000,000 shares of common stock at fair market value | 410,000 |
Total purchase consideration | 460,000 |
Recognized amounts of identifiable assets acquired and liabilities assumed | |
Cash | 60,324 |
Other Current assets | 198,133 |
Property, plant and equipment | 130,234 |
Right of use asset | 1,772,560 |
Intangibles | 1,789,903 |
Total assets | 3,951,154 |
Less: liabilities assumed | |
Current liabilities assumed | (50,040) |
Intercompany advance | (1,140,985) |
Operating lease liabilities assumed | (1,836,151) |
Imputed Deferred taxation on identifiable intangible acquired | (310,645) |
Total liabilities | (3,337,821) |
Net identifiable assets acquired and liabilities assumed | 613,333 |
Fair value of non-controlling interest | (153,333) |
Total | $ 460,000 |
Acquisition of subsidiaries (_2
Acquisition of subsidiaries (Details- Operations) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |||
Pro forma revenue | $ 774,577 | $ 2,135,092 | $ 255,672 |
Pro forma earning | $ (88,194) | $ (3,858,099) | $ (11,969,476) |
Property plant and equipment (D
Property plant and equipment (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 3,522,366 | |
Accumulated Depreciation | (581,358) | |
Net book value | 2,941,008 | $ 2,882,220 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 168,747 | |
Accumulated Depreciation | ||
Net book value | 168,747 | 168,866 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 3,192,171 | |
Accumulated Depreciation | (576,499) | |
Net book value | 2,615,672 | 2,713,354 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 107,566 | |
Accumulated Depreciation | (2,308) | |
Net book value | 105,258 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 41,594 | |
Accumulated Depreciation | (1,926) | |
Net book value | 39,668 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 12,288 | |
Accumulated Depreciation | (625) | |
Net book value | $ 11,663 | $ 2,713,354 |
Property and equipment (Details
Property and equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 101,696 | $ 91,598 |
Intangibles (Details)
Intangibles (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ 89,495 | |
Net book value | 1,700,408 | |
Customer Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,789,903 | |
Accumulated amortization | $ 89,495 |
Intangibles (Details Narrative)
Intangibles (Details Narrative) | Sep. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense | $ 89,495 |
Leases (Details- Balance Sheet)
Leases (Details- Balance Sheet) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Non-current assets | ||
Right of use assets - operating leases, net of amortization | $ 1,713,532 |
Leases (Details- Lease Cost)
Leases (Details- Lease Cost) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 90,386 | $ 4,000 |
Lease (Details- Other Lease)
Lease (Details- Other Lease) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Cash paid for amounts included in measurement of lease liabilities | $ (87,934) | $ (4,000) |
Weighted average remaining lease term- operating leases (in years) | 5 years and 4 months | |
Average discount rate- operating leases | 4.64% |
Leases (Details-Minimum Lease P
Leases (Details-Minimum Lease Payments) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Remainder of 2021 | $ 79,380 | |
2022 | 332,073 | |
2023 | 348,677 | |
2024 | 366,110 | |
2025 and thereafter | 821,823 | |
Total undiscounted minimum future lease payments | 1,948,063 | |
Imputed interest | (162,386) | |
Total operating lease liability | 1,785,677 | |
Current portion | 230,172 | |
Non-Current portion | 1,555,505 | |
Lease liability | $ 1,785,677 |
Taxes Payable (Details)
Taxes Payable (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Taxes Payable | ||
Payroll taxes | $ 143,309 | $ 143,410 |
HST/GST payable | 110,467 | 73,503 |
US penalties due | 250,000 | 250,000 |
Income tax payable | 383,093 | 383,364 |
Taxes Payable | $ 886,869 | $ 850,277 |
Short-term Convertible Notes (D
Short-term Convertible Notes (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Principal | $ 4,801,955 | |
Interest | 661,618 | |
Debt Discount | 494,945 | |
Total | 4,968,628 | $ 4,200,217 |
Debt Discount | $ (494,945) | |
Leonite Investment LLC [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 8.50% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | 70,583 | |
Debt Discount | ||
Leonite Investment L L C One [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 12.00% | |
Principal | $ 535,866 | |
Interest | 44,831 | |
Debt Discount | ||
Total | 580,697 | 147,058 |
Debt Discount | ||
First Fire Global Opportunities Fund [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 6.50% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | 25,297 | |
Maturity date | Oct. 29, 2021 | |
Debt Discount | ||
Actus Fund, LLC [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 0.00% | |
Principal | $ 100,000 | |
Interest | ||
Debt Discount | ||
Total | 100,000 | 150,000 |
Debt Discount | ||
Actus Fund LLC 2 | ||
Short-term Debt [Line Items] | ||
Interest rate | 10.00% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | 40,202 | |
Maturity date | Aug. 13, 2021 | |
Debt Discount | ||
Labrys Fund, LP [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 12.00% | |
Principal | $ 63,200 | |
Interest | 8,008 | |
Debt Discount | 10,562 | |
Total | $ 60,646 | 26,159 |
Maturity date | Nov. 30, 2021 | |
Debt Discount | $ (10,562) | |
Labrys Fundlp 1 [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 11.00% | |
Principal | $ 550,000 | |
Interest | 24,536 | |
Debt Discount | 330,000 | |
Total | $ 244,536 | |
Maturity date | May 7, 2022 | |
Debt Discount | $ (330,000) | |
Labrys Fundlp 2 [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 11.00% | |
Principal | $ 230,000 | |
Interest | 8,433 | |
Debt Discount | 154,383 | |
Total | $ 84,050 | |
Maturity date | Jun. 2, 2022 | |
Debt Discount | $ (154,383) | |
Ed Blasiak | ||
Short-term Debt [Line Items] | ||
Interest rate | 6.50% | |
Principal | $ 55,000 | |
Interest | 3,784 | |
Debt Discount | ||
Total | $ 58,784 | 17,347 |
Maturity date | Sep. 14, 2021 | |
Debt Discount | ||
Joshua Bauman | ||
Short-term Debt [Line Items] | ||
Interest rate | 6.50% | |
Principal | $ 38,889 | |
Interest | 1,786 | |
Debt Discount | ||
Total | $ 40,675 | 43,247 |
Maturity date | Sep. 14, 2021 | |
Debt Discount | ||
Geneva Roth Remark Holdings, Inc. | ||
Short-term Debt [Line Items] | ||
Interest rate | 9.00% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | 19,238 | |
Maturity date | Aug. 29, 2021 | |
Debt Discount | ||
Geneva Roth Remark Holdings, Inc. 2 | ||
Short-term Debt [Line Items] | ||
Interest rate | 9.00% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | 6,753 | |
Maturity date | Oct. 15, 2021 | |
Debt Discount | ||
Geneva Roth Remark Holdings, Inc. 3 | ||
Short-term Debt [Line Items] | ||
Interest rate | 9.00% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | ||
Maturity date | Jan. 3, 2022 | |
Debt Discount | ||
Series N Convertible Notes [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 6.00% | |
Principal | $ 3,229,000 | |
Interest | 570,240 | |
Debt Discount | ||
Total | 3,799,240 | $ 3,654,333 |
Debt Discount |
Mortgage loans (Details - Mortg
Mortgage loans (Details - Mortgage loans) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Principal Outstanding | $ 3,874,157 | $ 3,963,781 |
Long term portion | 3,848,077 | |
Cranberry Cove Holdings Ltd [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 4.20% | |
Maturity date | Jul. 19, 2022 | |
Principal Outstanding | $ 3,869,260 | |
Accrued interest | 4,897 | |
Short term portion | 3,874,157 | 115,704 |
Long term portion | 3,848,077 | |
Loan Payable | $ 3,874,157 | $ 3,963,781 |
Mortgage loans (Details - Amoun
Mortgage loans (Details - Amount outstanding) | Sep. 30, 2021USD ($) |
Mortgage Loans | |
Within the next twelve months | $ 3,874,157 |
Derivative Liablility (Details
Derivative Liablility (Details - Assumptions) | 9 Months Ended |
Sep. 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 | 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 | $ 0.0009 |
Calculated stock price, max | $ 0.0055 |
Risk free interest rate, min | 0.01% |
Risk free interest rate, max | 0.83% |
Expected life of convertible notes, minimum | 3 months |
Expected life of convertible notes, maximum | 60 months |
Expected volatility of underlying stock | 80.90% |
Expected volatility of underlying stock, max | 299.10% |
Expected dividend rate | 0.00% |
Derivative Liablility (Detail_2
Derivative Liablility (Details - Movement in derivative liability) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 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 | (2,548,122) | (145,109,526) |
Derivative liability arising from convertible notes | 109,574 | 1,129,050 |
Fair value adjustment to derivative liability | (544,767) | 7,258,050 |
Closing Balance | $ 1,782,072 | $ 4,765,387 |
Derivative liability (Details N
Derivative liability (Details Narrative) | Sep. 30, 2021USD ($) |
Derivative Liability | |
Derivative liability | $ 1,782,072 |
Stockholders' deficit (Details
Stockholders' deficit (Details - Warrant activity) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 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 | (91,620,366) | (2,366,666) |
Exercise price forfeited/cancelled | $0.0015 to 0.12 | 0.0300000 |
Weighted average exercise price Forfeited/cancelled | $ 0.030136 | $ 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 | (361,111,110) | (224,390,247) |
Exercise Price Exercised | $0.00150 to $0.00205 | 0.0004 |
Weighted average exercise price Exercised | $ 0.003291 | $ 0.0004000 |
Class of Warrant or Right, Outstanding | 684,345,057 | 615,561,379 |
Exercise price ending balance | $0.000675 to $0.12 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.006735 | $ 0.011380 |
Stockholders' deficit (Detail_2
Stockholders' deficit (Details - Assumptions) | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Risk free interest rate minimum | 0.36% |
Risk free interest rate maximum | 0.80% |
Expected life of warrants | 60 months |
Expected volatility of underlying stock, minimum | 221.17% |
Expected volatility of underlying stock, Maximum | 231.30% |
Expected dividend rate | 0.00% |
Minimum [Member] | |
Calculated stock price | $ 0.00205 |
Maximum [Member] | |
Calculated stock price | $ 0.0060 |
Stockholders' deficit (Detail_3
Stockholders' deficit (Details - Warrants outstanding) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
No. of shares, Warrants outstanding | 684,345,057 | 615,561,379 | 2,566,101,248 |
Weighted average remaining years, Warrants outstanding | 3 years 10 months 9 days | ||
No. of shares, Warrants exercisable | 684,345,057 | ||
Weighted average exercise price, Warrants outstanding | $ 0.006735 | ||
Weighted average exercise price, Warrants exercisable | $ 0.006735 | ||
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 | 3 years 9 months 10 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 | 327,070,710 | ||
Weighted average remaining years, Warrants outstanding | 4 years 3 months | ||
No. of shares, Warrants exercisable | 327,070,710 | ||
Excercise Two [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
No. of shares, Warrants outstanding | 30,987,500 | ||
Weighted average remaining years, Warrants outstanding | 5 months 1 day | ||
No. of shares, Warrants exercisable | 30,987,500 |
Stockholder_s deficit (Details
Stockholder’s deficit (Details Narrative) | Sep. 30, 2021USD ($) |
Equity [Abstract] | |
Instrinsic value | $ 1,984,035 |
Segment information (Details)
Segment information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||||
Revenue | $ 866,432 | $ 89,829 | $ 1,053,383 | $ 255,672 | |||
Operating income (loss) | 118,964 | (27,447) | 223,285 | (134,546) | |||
Other (expense) income | |||||||
Loss on advance | 120,000 | ||||||
Exercise of warrants | 581,517 | $ 86,823 | $ 90,000 | ||||
Amortization of debt discount | 333,237 | 99,202 | 1,683,779 | 628,892 | |||
Net loss before taxes | 1,509,781 | (10,234,410) | (3,484,813) | (11,532,817) | |||
Net loss | 1,550,624 | (10,234,410) | (3,443,970) | (11,532,817) | |||
Assets | |||||||
Current assets | 296,042 | 296,042 | $ 935,152 | ||||
Non-current assets | 6,360,038 | 6,360,038 | 2,887,314 | ||||
Liabilities | |||||||
Current liabilities | (15,736,863) | (15,736,863) | $ (13,864,800) | ||||
Gain on debt extinguishment | 12,683,678 | ||||||
Rental Operations [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 278,806 | 255,672 | |||||
Operating expenses | 111,163 | 103,606 | |||||
Operating income (loss) | 167,643 | 152,066 | |||||
Other (expense) income | |||||||
Penalty on convertible debt | |||||||
Loss on advance | |||||||
Exercise of warrants | |||||||
Fair value of warrants granted to convertible debt holders | |||||||
Interest expense | (173,549) | (185,370) | |||||
Amortization of debt discount | |||||||
Derivative liability movement | |||||||
Foreign exchange movements | 9,024 | (11,318) | |||||
Net loss before taxes | (14,930) | (44,622) | |||||
Taxes | |||||||
Net loss | (14,930) | (44,622) | |||||
Purchase of fixed assets | |||||||
Assets | |||||||
Current assets | 3,908 | 3,634 | 3,908 | 3,634 | |||
Non-current assets | 2,784,419 | 2,786,415 | 2,784,419 | 2,786,415 | |||
Liabilities | |||||||
Current liabilities | (5,395,477) | (1,361,264) | (5,395,477) | (1,361,264) | |||
Non-current liabilities | (675,140) | (4,365,109) | (675,140) | (4,365,109) | |||
Mandatory redeemable preferred shares | |||||||
Intercompany balances | 1,254,879 | 1,275,437 | 1,254,879 | 1,275,437 | |||
Net liability position | (2,027,411) | (1,660,887) | (2,027,411) | (1,660,887) | |||
Interest income | |||||||
Gain on debt extinguishment | |||||||
Change in fair value of derivative liability | |||||||
In Patient Services [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 774,577 | ||||||
Operating expenses | 718,935 | 286,612 | |||||
Operating income (loss) | 55,642 | (286,612) | |||||
Other (expense) income | |||||||
Penalty on convertible debt | (9,240) | ||||||
Loss on advance | (120,000) | ||||||
Exercise of warrants | (758,340) | (95,868) | |||||
Fair value of warrants granted to convertible debt holders | (976,788) | ||||||
Interest expense | (535,387) | (404,368) | |||||
Amortization of debt discount | (1,683,779) | (628,892) | |||||
Derivative liability movement | 544,767 | ||||||
Foreign exchange movements | (13,242) | 93,869 | |||||
Net loss before taxes | (3,469,883) | (11,488,195) | |||||
Taxes | 18,794 | ||||||
Net loss | (3,451,089) | (11,488,195) | |||||
Purchase of fixed assets | 31,214 | 31,214 | |||||
Assets | |||||||
Current assets | 292,134 | 463,893 | 292,134 | 463,893 | |||
Non-current assets | 3,575,619 | 3,575,619 | |||||
Liabilities | |||||||
Current liabilities | (10,341,386) | (27,474,669) | (10,341,386) | (27,474,669) | |||
Non-current liabilities | (1,847,356) | (1,847,356) | |||||
Mandatory redeemable preferred shares | (400,000) | (400,000) | |||||
Intercompany balances | (1,254,879) | (1,275,437) | (1,254,879) | (1,275,437) | |||
Net liability position | (9,975,868) | (28,286,213) | (9,975,868) | (28,286,213) | |||
Interest income | 629 | ||||||
Gain on debt extinguishment | 12,683,678 | ||||||
Change in fair value of derivative liability | (22,850,631) | ||||||
Total [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 1,053,383 | 255,672 | |||||
Operating expenses | 830,098 | 390,218 | |||||
Operating income (loss) | 223,285 | (134,546) | |||||
Other (expense) income | |||||||
Penalty on convertible debt | (9,240) | ||||||
Loss on advance | (120,000) | ||||||
Exercise of warrants | (758,340) | (95,868) | |||||
Fair value of warrants granted to convertible debt holders | (976,788) | ||||||
Interest expense | (708,936) | (589,738) | |||||
Amortization of debt discount | (1,683,779) | (628,892) | |||||
Derivative liability movement | 544,767 | ||||||
Foreign exchange movements | (4,218) | 82,551 | |||||
Net loss before taxes | (3,484,813) | (11,532,817) | |||||
Taxes | 18,794 | ||||||
Net loss | (3,466,019) | (11,532,817) | |||||
Purchase of fixed assets | 31,214 | 31,214 | |||||
Assets | |||||||
Current assets | 296,042 | 467,527 | 296,042 | 467,527 | |||
Non-current assets | 6,360,038 | 2,786,415 | 6,360,038 | 2,786,415 | |||
Liabilities | |||||||
Current liabilities | (15,736,863) | (28,835,933) | (15,736,863) | (28,835,933) | |||
Non-current liabilities | (2,522,496) | (4,365,109) | (2,522,496) | (4,365,109) | |||
Mandatory redeemable preferred shares | (400,000) | (400,000) | |||||
Intercompany balances | |||||||
Net liability position | $ (12,003,279) | $ (29,947,100) | $ (12,003,279) | (29,947,100) | |||
Interest income | 629 | ||||||
Gain on debt extinguishment | 12,683,678 | ||||||
Change in fair value of derivative liability | $ (22,850,631) |
Net (loss) income per common _3
Net (loss) income per common share (Details -Basic and Diluted) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Earnings (loss) per share | |
Net income per share available for common stockholders | $ | $ 1,525,766 |
Net income per share available for common stockholders | shares | 2,875,702,002 |
Net income per share available for common stockholders | $ / shares | $ 0 |
Warrants | $ | |
Warrants Shares | shares | 297,205,984 |
Convertible debt | $ | $ 123,266 |
Convertible debt shares | shares | 823,112,567 |
Net income per share available for common stockholders | $ | $ 1,649,032 |
Net income per share available for common stockholders shares | shares | 3,996,020,553 |
Net income per share available for common stockholders | $ / shares | $ 0 |
Net (loss) income per common _4
Net (loss) income per common share (Details-Antidilutive) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings (loss) per share | ||
Warrants to purchase shares of common stock | 684,345,057 | 515,561,379 |
Convertible notes | 1,056,854,401 | 4,964,723,277 |
Total | 1,741,199,458 | 5,480,284,656 |
Commitments and contingencies_2
Commitments and contingencies (Details) | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Within the next twelve months | $ 3,874,157 |