Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 13, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-15078 | ||
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 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 12,207,271 | ||
Entity Common Stock, Shares Outstanding | 3,729,053,805 | ||
Auditor Name | Daszkal Bolton LLP | ||
Auditor Location | Sunrise, Florida | ||
Auditor Firm ID | 229 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 48,822 | $ 90,500 |
Accounts receivable, net | 176,011 | 3,075 |
Prepaid expenses | 29,731 | 19,190 |
Other current assets | 17,235 | 131,938 |
Other investments | 690,449 | |
Total current assets | 271,799 | 935,152 |
Non-current assets | ||
Due on sale of subsidiary | 5,115 | 5,094 |
Property and equipment | 3,012,663 | 2,882,220 |
Intangible assets, net | 1,610,913 | |
Right of use assets | 1,653,816 | |
Total non-current assets | 6,282,507 | 2,887,314 |
Total assets | 6,554,306 | 3,822,466 |
Current liabilities | ||
Accounts payable and accrued liabilities | 438,482 | 833,615 |
Taxes payable | 658,836 | 850,277 |
Convertible loans, net of discounts | 4,891,938 | 4,200,217 |
Short term loans | 122,167 | 115,375 |
Mortgage loans | 3,864,312 | 115,704 |
Government assistance loans | 157,367 | 156,782 |
Operating lease liability | 241,083 | |
Finance lease liability | 7,386 | |
Derivative liability | 515,901 | 4,765,387 |
Accrued dividends | 105,049 | 15,594 |
Related party payables | 2,514,281 | 2,811,849 |
Total current liabilities | 13,516,802 | 13,864,800 |
Non-current liabilities | ||
Government assistance loans | 47,326 | 31,417 |
Deferred taxation | 273,057 | |
Third party loans | 646,176 | 704,271 |
Operating lease liability | 1,493,431 | |
Finance lease liability | 32,895 | |
Mortgage loans, net of current portion | 3,848,077 | |
Total non-current liabilities | 2,492,885 | 4,583,765 |
Total liabilities | 16,009,687 | 18,448,565 |
Preferred stock - Series B; $1.00 par value, 10,000,000 authorized, 400,000 shares outstanding as of December 31, 2021 and 2020. | 400,000 | 400,000 |
Stockholders’ deficit | ||
Preferred stock - Series A; $0.01 par value, 10,000,000 authorized, 4,000,000 shares outstanding at December 31, 2021 and 2020. | 40,000 | 40,000 |
Common stock - $0.01 par value, 10,000,000,000 shares authorized; 3,579,053,805 and 2,207,085,665 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively. | 35,790,539 | 20,270,857 |
Additional paid-in capital | 22,791,350 | 23,344,885 |
Discount for shares issued below par value | (26,013,367) | (17,728,779) |
Accumulated other comprehensive income | 816,532 | 806,719 |
Accumulated deficit | (44,103,311) | (42,459,781) |
Stockholders’ deficit attributable to Ethema Health Corporation stockholders’ | (10,678,257) | (15,726,099) |
Non-controlling interest | 822,876 | 700,000 |
Total stockholders’ deficit | (9,855,381) | (15,026,099) |
Total liabilities and stockholders’ deficit | $ 6,554,306 | $ 3,822,466 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | |
Common Stock, Shares Authorized | 10,000,000,000 | |
Common Stock, Shares, Outstanding | 3,579,053,805 | 2,207,085,665 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 1 | |
Preferred Stock, Shares Authorized | 10,000,000 | |
Preferred Stock, Shares Outstanding | 400,000 | |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | |
Preferred Stock, Shares Authorized | 10,000,000 | |
Preferred Stock, Shares Outstanding | 4,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 1,942,588 | $ 338,996 |
Operating expenses | ||
General and administrative | 531,391 | 55,756 |
Rent expense | 178,679 | 5,512 |
Management fees | 60,000 | |
Professional fees | 132,275 | 231,264 |
Salaries and wages | 712,787 | 88,532 |
Depreciation expense | 325,351 | 121,276 |
Total operating expenses | 1,940,483 | 502,340 |
Operating profit (loss) | 2,105 | (163,344) |
Other (expense) income | ||
Other income | 273,373 | 1,183 |
Forgiveness of government relief loan | 156,782 | |
Gain on debt extinguishment | 12,601,823 | |
Gain on sale of assets | 36,470 | |
Loss on advance | (120,000) | |
Warrants exercised | (95,868) | |
Fair value of warrants granted to convertible note holders | (854,140) | |
Penalty on convertible notes | (9,240) | |
Interest income | 629 | |
Interest expense | (829,525) | (676,634) |
Debt discount | (1,965,551) | (861,657) |
Derivative liability movement | 1,526,191 | (7,582,110) |
Foreign exchange movements | (34,301) | (175,500) |
Net (loss) income before taxation | (1,854,306) | 3,084,992 |
Taxation | 280,903 | |
Net (loss) income | (1,573,403) | 3,084,992 |
Net loss attributable to non-controlling interest | 30,457 | |
Net (loss) income attributable to Ethema Health Corporation Stockholders’ | (1,542,946) | 3,084,992 |
Preferred stock dividend | (100,584) | (52,888) |
Net (loss) income available to common shareholders of Ethema Health Corporation | (1,643,530) | 3,032,104 |
Foreign currency translation adjustment | 9,813 | 78,743 |
Total comprehensive (loss) income | $ (1,633,717) | $ 3,110,847 |
Basic (loss) income per common share | $ 0 | $ 0 |
Diluted (loss) income per common share | $ 0 | $ 0 |
Weighted average common shares outstanding – Basic | 2,701,590,443 | 1,594,016,327 |
Weighted average common shares outstanding – Diluted | 2,701,590,443 | 2,045,373,732 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' 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 |
Beginning balance, value at Dec. 31, 2019 | $ 1,554,838 | $ 23,188,527 | $ 727,976 | $ (45,491,885) | $ (20,020,544) | |||
Beginning Balance, Shares at Dec. 31, 2019 | 155,483,897 | |||||||
Shares issued for commitment fees | $ 27,000 | 138,780 | 165,780 | |||||
Shares issued for commitment fees, Shares | 2,700,000 | |||||||
Warrants exercised | $ 1,840,000 | (1,744,132) | 95,868 | |||||
Warrants exercised, Shares | 184,000,000 | |||||||
Conversion of convertible notes | $ 15,866,597 | (14,729,336) | $ 1,137,261 | |||||
Conversion of convertible notes, Shares | 1,586,659,618 | |||||||
Settlement of liabilities | $ 1,000,000 | (1,255,311) | 700,000 | $ 444,689 | ||||
Settlement of liabilities, Shares | 100,000,000 | |||||||
Settlement of liabilities, related party | $ 40,000 | 40,000 | ||||||
Settlement of liabilities, related party, Shares | 4,000,000 | |||||||
Cancelation of shares | $ (17,578) | 17,578 | ||||||
Cancelation of shares, Shares | (1,757,850) | |||||||
Foreign currency translation | 78,743 | 78,743 | ||||||
Net loss | 3,084,992 | 3,084,992 | ||||||
Dividends accrued | (52,888) | (52,888) | ||||||
Ending 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) |
Ending Balance, Shares at Dec. 31, 2020 | 4,000,000 | 2,027,085,665 | ||||||
Warrants exercised | $ 2,806,258 | (2,806,258) | ||||||
Warrants exercised, Shares | 280,625,762 | |||||||
Shares issued in consideration of acquisition of subsidiary | $ 1,000,000 | (590,000) | 410,000 | |||||
Shares issued in consideration of acquisition of subsidiary, Shares | 100,000,000 | |||||||
Fair value of non-controlling interest on acquisition of subsidiary | 153,333 | 153,333 | ||||||
Conversion of convertible notes | 11,713,424 | 97,000 | (7,694,588) | 4,115,836 | ||||
Fair value of warrants issued to convertible debt holders | 1,762,266 | 1,762,266 | ||||||
Fair value of beneficial conversion feature of convertible debt issued | 133,750 | 133,750 | ||||||
Conversion of convertible notes, Shares | 1,171,342,378 | |||||||
Foreign currency translation | 9,813 | 9,813 | ||||||
Transactions with related parties | 259,707 | 259,707 | ||||||
Net loss | (1,542,946) | (30,457) | (1,573,403) | |||||
Dividends accrued | (100,584) | (100,584) | ||||||
Ending balance, value at Dec. 31, 2021 | $ 40,000 | $ 35,790,539 | $ 22,791,350 | $ (26,013,367) | $ 816,532 | $ (44,103,311) | $ 822,876 | $ (9,855,381) |
Ending Balance, Shares at Dec. 31, 2021 | 4,000,000 | 3,579,053,805 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | ||
Net (loss) income | $ (1,573,403) | $ 3,084,992 |
Adjustment to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization expense | 325,350 | 121,276 |
Fair value of warrants granted | 854,140 | |
Gain on debt extinguishment | (12,601,823) | |
Gain on disposal of property | (36,470) | |
Forgiveness of federal relief loan | (156,782) | |
Stock based compensation for services | 165,780 | |
Amortization of debt discount | 1,960,551 | 861,657 |
Derivative liability movements | (1,526,191) | 7,582,110 |
Non-cash interest converted to equity | 90,144 | 45,208 |
Non-cash interest income | (23) | |
Exercise of warrants | 95,868 | |
Amortization of right of use asset | 118,745 | |
Deferred taxation movement | (37,588) | |
Unrealized foreign exchange loss | 141,927 | |
Movement in bad debt reserve | (2,734) | |
Changes in operating assets and liabilities | ||
Accounts receivable | 4,267 | 105,561 |
Prepaid expenses | 10,461 | 1,521 |
Other current assets | 114,704 | (11,938) |
Accounts payable and accrued liabilities | 25,108 | 301,035 |
Operating lease liabilities | (101,637) | |
Taxes payable | (193,436) | 44,083 |
Net cash used in operating activities | (85,567) | (101,970) |
Investing activities | ||
Acquisition of subsidiary, net of cash | 10,324 | |
Deposits refunded | 5,995 | |
Other investments | (450,537) | (690,449) |
Purchase of property and equipment | (132,832) | |
Net cash used in investing activities | (573,045) | (684,454) |
Financing activities | ||
Decrease in bank overdraft | (11,079) | |
Repayment of mortgage | (117,515) | (105,952) |
Proceeds from convertible notes | 1,232,700 | 1,129,050 |
Repayment of convertible notes | (499,544) | (210,600) |
Proceeds from promissory notes | 420,449 | |
Repayment of promissory notes | (464,338) | (150,583) |
Proceeds from government assistance loans | 173,322 | 186,600 |
Preferred stock dividends paid | (24,000) | (37,818) |
Repayment of third party loans | (127,640) | |
Proceeds from finance leases | 43,449 | |
Repayment of finance leases | (3,168) | |
(Repayment) Proceeds from related party notes | (43,520) | 54,401 |
Net cash provided by financing activities | 590,195 | 854,019 |
Effect of exchange rate on cash | 26,739 | 19,930 |
Net change in cash | (41,678) | 87,525 |
Beginning cash balance | 90,500 | 2,975 |
Ending cash balance | 48,822 | 90,500 |
Supplemental cash flow information | ||
Cash paid for interest | 281,153 | 180,668 |
Cash paid for income taxes | ||
Non-cash investing and financing activities | ||
Fair value of warrant issued | 1,762,266 | |
Shares issued in consideration of acquisition of subsidiary | 410,000 | |
Conversion of convertible notes | 4,115,836 | 1,137,261 |
Conversion of related party payable to common stock | 25,000 | |
Conversion of related party payable to Series A Preferred stock | 40,000 | |
Settlement of liabilities | 844,689 | |
Fair value of non-controlling interest | $ 153,333 |
Nature of business
Nature of business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of business | 1. Nature of business Since 2010, the Company has operated addiction treatment centers. Initially the Company operated an addiction treatment center in Ontario Canada under its Greenestone Muskoka clinic, which was sold on February 14, 2017. Simultaneously with this sale the Company purchased buildings and operated an addiction treatment center in Delray Beach Florida under its Addiction recovery Institute of America subsidiary with a license obtained in December 2016, initially though owned properties in Delray Beach and subsequently though leased properties in West Palm Beach, Florida. Since June 30, 2020, the Company has been actively involved in the management of a treatment center operated by Evernia in West Palm Beach Florida. On July 1, 2021, the Company closed on the acquisition of 75% of ATHI, which owns 100% of Evernia, once the probationary approval of a license was obtained from the Department of Children and Family Services of Florida. Evernia is the only active treatment center operated by the Company. The Company also owns the real estate on which its Greenstone Muskoka clinic operated. The current tenant operates an addiction treatment center on these premises. The Company collects rent on this property, which is treated as a separate business segment. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Financial Reporting The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that i) recorded transactions are valid; ii) valid transactions are recorded; and iii) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. a) Use of Estimates The preparation of 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 consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany transactions and balances have been eliminated on consolidation. Certain of the Company’s subsidiaries functional currency is the Canadian dollar, while the Company’s reporting currency is the U.S. dollar. All transactions initiated in Canadian dollars are translated into US dollars in accordance with ASC 830, “Foreign Currency Translation” as follows: ● Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. ● Certain non-monetary assets and liabilities and equity at historical rates. ● Revenue and expense items and cash flows at the average rate of exchange prevailing during the year. 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 year. The relevant translation rates are as follows: For the year ended December 31, 2021, a closing rate of CDN$1 equals US$0.7888 and an average exchange rate of CDN$1 equals US$0.7977, for the year ended December 31, 2020, a closing rate of CDN$1.0000 equals US$0.7854 and an average exchange rate of CDN$1.0000 equals US$0.7455. c) B usiness Combinations The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed for business combinations with third parties 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) 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 institution in the USA and Canada. There were no cash equivalents at December 31, 2021 and 2020. The Company primarily places cash balances in the USA with high-credit quality financial institutions located in the United States which are insured by the Federal Deposit Insurance Corporation up to a limit of $250,000 per institution, in Canada which are insured by the Canadian Deposit Insurance Corporation up to a limit of CDN$100,000 per institution. e) Accounts receivable Accounts receivable primarily consists of amounts due from third-party payors (non-governmental) and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimating net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies denying claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. f) A llowance 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 and contractual rates. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account is written off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. g) 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. h) 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. i) Leases The Company accounts for leases in terms of AC 842 whereby leases are classified as either finance 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 finance leases. At the time a finance lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing. Property and equipment recorded under finance leases is amortized on the same basis as described above. Operating leases are recognized on the balance sheet as a lease liability with a corresponding right of use asset for all leases with a term that is more than twelve months. Payments under operating leases are expensed as incurred. j) 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. k) 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. l) 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. m) 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 $ 176,011 and $ 3,075 at December 31, 2021 and December 31, 2020, respectively. Management believes that these receivables are properly stated and are not likely to be settled for a significantly different amount. 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. n) Income taxes The Company accounts for income taxes under the provisions of ASC Topic 740, “Income Taxes”. ASC Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties accrued on unrecognized tax benefits within general and administrative expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction in general and administrative expenses in the period that such determination is made. The tax returns for fiscal 2018, through 2020 are subject to audit or review by the US tax authorities, whereas fiscal 2010 through 2020 are subject to audit or review by the Canadian tax authority. o) 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 year. 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). p) Stock based compensation Stock based compensation cost is measured at the grant date, based on the estimated fair value of the award and is recognized as expense over the employee’s requisite service period or vesting period on a straight-line basis. Share-based compensation expense recognized in the consolidated statements of operations for the year ended December 31, 2021 and 2020 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 no awards with performance conditions and no awards dependent on market conditions. q) Financial instruments Risks The Company is exposed to various risks through its financial instruments. The following analysis provides a measure of the Company’s risk exposure and concentrations at the balance sheet date, December 31, 2021 and 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 $ 13,245,003 , which includes derivative liabilities of $ 515,901 , and an accumulated deficit of $ 44,103,311 . The Company is dependent upon the raising of additional capital in order to implement its business plan. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. In the opinion of management, liquidity risk is assessed as high, material and remains unchanged from that of the prior year. iii. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risk: interest rate risk, currency risk, and other price risk. The Company is exposed to interest rate risk and currency risk. a. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its convertible debt, mortgage loans, short term loans, third party loans and government assistance loans as of December 31, 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 December 31, 2021, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $6,187 increase or decrease in the Company’s after tax net income from operations. The Company has not entered into any hedging agreements to mitigate this risk. In the opinion of management, currency risk is assessed as low, material and remains unchanged from that of the prior year. c. Other price risk Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. In the opinion of management, the Company is not exposed to this risk and remains unchanged from the prior year. r) Recent accounting pronouncements In November 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-10, Disclosures by Entities about Government Assistance (Topic 832), the update increases the transparency of government assistance, including the following disclosures: (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. This ASU is effective for fiscal years beginning after December 15, 2021. The effects of this ASU on the Company’s consolidated financial statements is currently being assessed and is not expected to have an impact on current disclosure. 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. s) Comparative and prior period disclosures The comparative and prior period disclosed amounts presented in these consolidated financial statements have been reclassified where necessary to conform to the presentation used in the current year and period. |
Going concern
Going concern | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going concern | 3. Going concern The Company’s consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. At December 31, 2021 the Company has a working capital deficiency of $13.2 million, 13.2 million including derivative liabilities of $0.5 million 515,901 and total liabilities in excess of assets in the amount of $9.5 million . Management believes that current available resources will not be sufficient to fund the Company’s planned expenditures over the next 12 months. Accordingly, the Company will be dependent upon the raising of additional capital through placement of common shares, and/or debt financing in order to implement its business plan and generating sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If the Company obtains additional funds through arrangements with collaborators or strategic partners, the Company may be required to relinquish its rights to certain geographical areas, or techniques that it might otherwise seek to retain. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. |
Acquisition of subsidiaries
Acquisition of subsidiaries | 12 Months Ended |
Dec. 31, 2021 | |
Acquisition Of Subsidiaries | |
Acquisition of subsidiaries | 4. Acquisition of subsidiaries On June 30, 2020, the Company entered into a stock purchase agreement to acquire 51% of American Treatment Holdings, Inc. (“ATHI”) from The Q Global Trust (“Seller”) and Lawrence B Hawkins (“Hawkins”), which in turn owns 100% of Evernia Health Services LLC. (“Evernia”), which operates drug rehabilitation facilities. The consideration for the acquisition is a loan to be provided by the purchaser to Evernia in the amount of $500,000. As of the date of acquisition, July 1, 2021, the Company had advanced Evernia $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 ATHI for a purchase consideration of $50,000. On April 28, 2021, the Stock Purchase Agreement was amended whereby the option to purchase an additional 9% of ATHI for $50,000 was amended to purchase an additional 24%, an increase of 15% over the prior option, for 100,000,000 shares of common stock. The remaining condition to closing, the receipt of approval for the change of ownership of the license from the Department of Children and Family Services of Florida, was satisfied by the probationary approval, which was received on June 30, 2021. The Company exercised the option and issued the 100,000,000 shares of common stock and $50,000. As of December 31, 2021, the Company had issued the 100,000,000 shares of common stock and had paid $42,750 due to the Seller, in terms of the amended agreement. In addition to the consideration paid for the additional equity the Company agreed to execute a promissory note for the payment of any unpaid management fees at the time of Closing such that the unpaid fees shall be paid pari-passu with the repayment of the Loan Agreement and Seller agrees that any funds advanced to the Company by Behavioral Health Holdings, LLC shall be forgiven and considered contributed capital to ATHI. The Company agrees to advance up to $1,100,000 under the Loan Agreement for the funding of the operations of ATHI as required without any contribution required by the Seller. Pursuant to the terms of the Amended Purchase Agreement, the consideration paid for 75% of the equity of ATHI was $50,000 in cash plus the issuance of 100,000,000 shares of the Company’s common stock with a market value of $410,000 on the date of acquisition. 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 intangible 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 ) Advances (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 (loss) income for the year ended December 31, 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, therefore earning were included from June 2020. Schedule of revenue and earnings Revenue Earnings Actual from July 1, 2021 to December 31, 2021 $ 1,568,071 $ (115,142 ) 2021 Supplemental pro forma from January 1, 2021 to December 31, 2021 $ 3,024,297 $ (1,965,484 ) 2020 Supplemental pro forma from inception to December 31, 2020 $ 420,996 $ 2,142,531 The 2021 and 2020 Supplemental pro forma earnings information was adjusted to account for amortization of intangibles on acquisition of $178,990 and $357,981, respectively. |
Other current assets
Other current assets | 12 Months Ended |
Dec. 31, 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% interest in Local Link Wellness, LLC (“LLW”) for gross proceeds of $400,000. LLW proposed to provide a comprehensive addiction treatment program to large employee groups. The Company had advanced LLW a total of $120,000 at September 30, 2021. These funds were advanced as short-term promissory notes that were immediately due and payable. The Company has no intention to close on the purchase of LLW, and management recorded a full reserve against this advance as they believe it is not recoverable. |
Other investments
Other investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Other investments | 6. Other investments On June 30, 2020, the Company entered into an agreement to acquire 51% of American Treatment Holdings, Inc. (“ATHI”) from The Q Global Trust (“Seller”) and Lawrence B Hawkins (“Hawkins”), which in turn owns 100% of Evernia Health Services LLC. (“Evernia”), which operates drug rehabilitation facilities. The consideration for the acquisition is a loan to be provided by the purchaser to Evernia in the amount of $500,000. As of December 31, 2020, the Company had advanced Evernia $690,449. 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. The remaining condition to closing, the receipt of approval for the change of ownership of the license from the Department of Children and Family Services of Florida, was satisfied by the probationary approval, which was received on June 30, 2021. The Company exercised the option and issued the 100,000,000 shares of common stock and paid $42,750 of the $50,000 due to the Seller as of December 31, 2021. In addition to the consideration paid for the additional equity the Company agreed to execute a promissory note for the payment of any unpaid management fees at the time of Closing such that the unpaid fees shall be paid pari-passu with the repayment of the Loan Agreement and Seller agrees that any funds advanced to the Company by Behavioral Health Holdings, LLC shall be forgiven and considered contributed capital to ATHI. The Company agrees to advance up to $1,100,000 under the Loan Agreement for the funding of the operations of ATHI as required without any contribution required by the Seller. On June 30, 2020, the Company entered into an agreement to 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. During 2021, the Company decided not to pursue the acquisition of BHHI. |
Due on sale of subsidiary
Due on sale of subsidiary | 12 Months Ended |
Dec. 31, 2021 | |
Due On Sale Of Subsidiary | |
Due on sale of subsidiary | 7. Due on sale of subsidiary On February 14, 2017, the Company sold its Canadian Rehab Clinic for gross proceeds of CDN$10,000,000, of which CDN$1,500,000 had been retained in an escrow account for a period of up to two years in order to guarantee the warranties provided by the Company in terms of the APA. As of December 31, 2021, CDN$1,055,042 of the escrow had been refunded to the Company and CDN$461,318 had been used to affect building improvements to the premises owned by CCH, for a total reduction of CDN$1,516,360. The remaining escrow balance was CDN$6,485 (approximately US$ 5,115). |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | 8. Property and equipment Property and equipment consists of the following: Schedule of sale of property December 31, December 31, 2020 Cost Accumulated depreciation Net book value Net book value Land $ 169,585 $ — $ 169,585 $ 168,866 Property 3,208,034 (611,444 ) 2,596,590 2,713,354 Leasehold improvements 166,195 (12,465 ) 153,730 — Furniture and fittings 51,518 (9,378 ) 42,140 — Vehicles 55,949 (6,681 ) 49,268 — Computer equipment 1,450 (100 ) 1,350 — $ 3,652,731 $ (640,070 ) $ 3,012,663 $ 2,882,220 Depreciation expense for the year ended December 31, 2021 and 2020 was $ 146,360 and $ 121,276 , respectively. |
Intangibles
Intangibles | 12 Months Ended |
Dec. 31, 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 Intangible assets December 31, Cost Accumulated amortization Net book value Health care Provider license $ 1,789,903 $ 178,990 $ 1,610,913 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 $ 178,990 in amortization expense for finite-lived assets for the year ended December 31, 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 10. Leases The Company acquired ATHI on July 1, 2021, ATHI’s wholly owned subsidiary had entered into an 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 that 4.64% per annum was an appropriate incremental borrowing rate to apply to its real-estate operating lease. Schedule of Right of use assets December 31, December 31, Non-current assets Right-of-use assets – finance leases, net of depreciation, included in Property and equipment $ 49,268 $ — Right-of-use assets - operating leases, net of amortization $ 1,653,816 $ — Lease costs consists of the following: Schedule of Lease costs Year ended December 31, 2021 2020 Finance lease cost: Amortization of right-of-use assets $ 6,681 $ — Interest expense on finance lease liabilities 1,367 — Finance lease cost 8,048 — Operating lease cost $ 178,679 $ 5,512 Lease cost $ 186,727 $ 5,512 Other lease information: Schedule of Other lease Year ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ (1,367 ) $ — Operating cash flows from operating leases (160,272 ) (5,512 ) Financing cash flows from finance leases 40,281 — Cash paid for amounts included in the measurement of lease liabilities $ (121,358 ) $ (5,512 ) Weighted average lease term – finance leases 4 years and ten months — Weighted average remaining lease term – operating leases 5 years and 1 months — Discount rate – finance leases 6.61 % — Discount rate – operating leases 4.64 % — % Maturity of Leases Finance lease liability The amount of future minimum lease payments under finance leases as of December 31, 2021 is as follows: Schedule of Finance lease liability Amount 2022 $ 9,829 2023 9,829 2024 9,829 2025 9,829 2026 7,902 Total undiscounted minimum future lease payments 47,218 Imputed interest (6,937 ) Total finance lease liability $ 40,281 Disclosed as: Current portion $ 7,386 Non-Current portion 32,895 Lease liability $ 40,281 Operating lease liability The amount of future minimum lease payments under operating leases are as follows: Schedule of Operating lease liability Amount 2022 $ 332,073 2023 348,677 2024 366,110 2025 384,416 2026 437,407 Total undiscounted minimum future lease payments 1,868,683 Imputed interest (134,169 ) Total operating lease liability $ 1,734,514 Disclosed as: Current portion $ 241,083 Non-Current portion 1,493,431 Lease liability $ 1,734,514 |
Taxes Payable
Taxes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Taxes Payable | |
Taxes Payable | 11. Taxes Payable Taxes payable consist of: ● A payroll tax liability of $144,021 (CDN$182,589) in Greenestone Muskoka which has not been settled as yet. ● A GST/HST tax payable of $123,134 (CDN$156,109). ● 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. Previously an amount of $250,000 was accrued for any potential exposure, this accrual has been reversed in the current year. Schedule of taxation payable December 31, December 31, Payroll taxes $ 144,020 $ 143,410 HST/GST payable 123,134 73,503 US penalties due — 250,000 Income tax payable 391,682 383,364 Taxes Payable $ 658,836 $ 850,277 |
Short-term Convertible Notes
Short-term Convertible Notes | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Short-term Convertible Notes | 12. Short-term Convertible Notes The short-term convertible notes consist of the following: Schedule of short-term convertible notes Interest rate Maturity Date Principal Interest Debt Discount December 31, 2021 December 31, 2020 Leonite Capital, LLC 8.5 % — $ — $ — $ — $ — $ 70,583 12.0 % On Demand 278,629 36,950 — 315,579 147,058 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 — 8,826 — 8,826 26,159 11.0 % May 7, 2022 543,671 — (189,167 ) 354,504 — 11.0 % June 2, 2022 230,000 14,899 (96,411 ) 148,488 — Ed Blasiak 6.5 % September 14, 2021 55,000 4,697 — 59,697 17,347 Joshua Bauman 6.5 % September 14, 2021 — — — — 43,247 11.0 % October 21, 2022 150,000 3,210 (120,823 ) 32,387 — Geneva Roth Remark Holdings, Inc. 9.0 % August 29, 2021 — — — — 19,238 9.0 % October 15, 2021 — — — — 6,753 9.0 % January 3, 2022 — — — — — 8.0 % October 1, 2022 74,044 5,924 (55,584 ) 24,384 — Series N convertible notes 6.0 % On Demand 3,229,000 619,073 — 3,848,073 3,654,333 $ 4,660,344 $ 693,579 $ (461,985 ) $ 4,891,938 $ 4,200,217 Leonite Capital, LLC Convertible Promissory Notes Effective March 19, 2019, the Company entered into a note extension agreement with Leonite, whereby the convertible notes outstanding to Leonite, amounting to $2,420,000, for consideration of $75,000 added to the principal outstanding on the note on January 1, 2019, a further $75,000 added to the principal outstanding on the note on February 1, 2019 and a further $100,000 added to the principal of the note on March 15, 2019, the maturity date of all of the convertible notes above were extended to December 31, 2019 and has subsequently been partially settled by the transfer of the property located at 810 Andrews Avenue, Delray Beach, Florida, valued at $1,500,000. On August 26, 2019, the Company, entered into a Securities Purchase Agreement pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $60,000, including an Original Issue Discount of $10,000, for net proceeds of $47,000. The note had a maturity date of September 10, 2019 and bears interest at 1.0% per annum. The outstanding principal amount of the note is convertible at any time and from time to time at the election of the purchaser following the issue date into shares of the Company’s common stock at a conversion price equal to $0.06 per share subject to price protection and anti-dilution protection. In conjunction with this note the Company issued a five year warrant to purchase 1,000,000 shares of common stock at an exercise price of $0.10 per share, subject to anti-dilution and price protection. On October 10, 2019, the Company transferred a warranty deed to the real property located at 810 Andrews Avenue, Delray Beach, Florida to Leonite Capital LLC, in settlement of indebtedness of $1,398,514 and additional expenses related to the disposal of the property of $36,470. These expenses of $36,470 were provided for resulting in net proceeds recognized on the transfer of the property of $1,362,044. O n July 12, 2020, the company entered into a debt extinguishment agreement with Leonite whereby the following occurred: 1. The total amount outstanding under the Leonite note, including principal and interest was reduced to $150,000 2. $700,000 of the note was converted into Series A Redeemable Preferred shares in the Company’s subsidiary, Cranberry Cove Holdings, accruing dividends at 10% per annum. 3. $400,000 of the note was converted into series B Preferred stock in the Company for a 12 month period, mandatorily redeemable by the Company accruing dividends at 6% per annum payable in cash or stock, subject to certain conditions. 4. The remaining balance of $150,000 will accrue interest at 8.5% per annum and is convertible into common stock and repayable in 6 monthly installments of $25,000 commencing after December 12, 2020. 5. The existing warrants were cancelled and a new five year warrant, with a cashless exercise option, exercisable for a minimum of 326,286,847 shares of common stock and a maximum of 20% of the outstanding equity of the Company at an initial exercise price of $0.10 per share subject to adjustment based on new stock issuances or the lowest volume weighted exercise price of the stock for 30 days immediately preceding the exercise was issued to Leonite. On December 28, 2020, Leonite converted $80,000 plus accrued interest of $5,949 of the Leonite loan amended on July 12, 2020, into 96,331,811 shares of common stock at a conversion price of $0.0009, thereby realizing a loss on conversion of $240,616. On January 8, 2021, Leonite converted the remaining principal amount of $70,000, plus accrued interest thereon of $137, into 78,763,466 shares of common stock at a conversion price of $0.0009 per share. On July 12, 2020, the Company entered into a Senior Secured Convertible Note agreement with Leonite for $440,000 with an original issue discount of $40,000 for gross proceeds of $400,000, the initial tranche advanced will be for cash of $200,000 plus the OID of $20,000, the remaining advances will be at the discretion of the Leonite. The loan bears interest at 6.5% per annum and matures on June 12, 2021. The Company is required to make monthly payments of the accrued interest on the advances made. The note is convertible into common shares at the option of the holder at $0.10 per share, or 80% multiplied by the price per share paid in subsequent financings or after a six month period from the effective date at 60% of the lowest trading price during the preceding 21 consecutive trading days. The note has both conversion price protection and anti-dilution protection provisions. On July 12, 2020, the Company entered into a five year option agreement with Leonite Capital LLC (“Leonite”) and other investors (collectively the “Transferees”), the Company agreed to sell to Leonite a portion of the total outstanding shares of ATHI from the shares of ATHI held by the company. The Company has provided Leonite an option to purchase 33% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that Leonite made to the Company totaling $655,000. Leonite shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Leonite to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. In terms of clause 3.12 of the Senior secured convertible Promissory Note Agreement (“Leonite Note”) entered into with Leonite and the amendments thereto, the terms of the convertible promissory note issued to Labrys Fund LP on November 30, 2020, as described below, contained terms more favorable than those contained in the Leonite Note, resulting in an adjustment made to the Original issue discount of $4,000 and the issuance of five year warrants exercisable for 145,454,547 shares of common at an exercise price of $0.00205 per share, for all advances made to the Company by Leonite in terms of the Leonite Note, up to and including December 31, 2020. On January 8, January 22, February 4, and February 19, 2021, Leonite advanced the company an aggregate cash amount of $290,000, including a revised original issue discount of $74,556 for an aggregate principal sum added to the Leonite Note of $364,556. On March 3, 2021, in terms of a conversion notice, Leonite converted the principal sum of $82,681 and interest thereon of $12,319 of the Leonite Note into 97,000,000 shares of common stock at a conversion price of $0.0009 per share. On June 1, 2021, in terms of a conversion notice, Leonite converted the principal sum of $25,084 and interest thereon of $4,166 of the Leonite Note into 30,000,000 shares of common stock at a conversion price of $0.0009 per share. On June 10, 2021, in terms of a conversion notice, Leonite converted the principal sum of $58,908 and interest thereon of $342 of the Leonite Note into 60,000,000 shares of common stock at a conversion price of $0.0009 per share. On September 10, 2021, in terms of a conversion notice, Leonite converted the principal sum of $59,260 and interest thereon of $1,718 of the Leonite Note into 59,259,630 shares of common stock at a conversion price of $0.0010 per share. On October 19, 2021, in terms of a conversion notice, Leonite converted the principal sum of $44,444 and interest thereon of $5,302 of the Leonite Note into 50,496,728 shares of common stock at a conversion price of $0.0010 per share. On October 29, 2021, the Company issued 83,771,947 shares of common stock to Leonite in connection with a conversion notice received, converting principal and interest of $83,022 at a conversion price of $0.0009 per share. On November 22, 2021, in terms of a conversion notice, Leonite converted the principal sum of $50,532 and interest thereon of $7,145 of the Leonite Note into 58,427,091 shares of common stock at a conversion price of $0.0010 per share. On December 13, 2021, in terms of a conversion notice, Leonite converted the principal sum of $89,684 and interest thereon of $249 of the Leonite Note into 90,682,696 shares of common stock at a conversion price of $0.0010 per share. Power Up Lending Group LTD On July 8, 2019, the Company entered into a Securities Purchase Agreement with Power Up, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $53,000. The Note had a maturity date of April 30, 2020 and bore interest at the rate of nine percent per annum from the date on which the Note was issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company had the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note was convertible at any time and from time to time at the election of Power Up during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to 61% of the lowest closing bid price of the Company’s common stock for the ten trading days prior to conversion. Between January 10, 2020 and January 24, 2020, in terms of conversion notices received, Power Up converted the aggregate principal amount of $53,000 and interest thereon of $1,085 into 75,618,509 shares of common stock at an average conversion price of $0.000715 per share. On July 15 2019, the Company, entered into a Securities Purchase Agreement with Power Up, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $83,000. The Note has a maturity date of April 30, 2020 and bore interest at the rate of nine percent per annum from the date on which the Note was issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company had the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note was convertible at any time and from time to time at the election of Power Up during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to 61% of the lowest closing bid price of the Company’s common stock for the ten trading days prior to conversion. Between January 24, 2020 and February 27, 2020, in terms of conversion notices received, Power Up converted the aggregate principal amount of $41,400 into 453,800,493 shares of common stock at an average conversion price of 0.0000912 per share. On June 1, 2020, The Company repaid the Power Up Lending Group $41,600 in full settlement of the convertible note entered into on July 15, 2019. First Fire Global Opportunities Fund On March 5, 2019, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $200,000, for net proceeds of $192,000 after the payment of legal fees and origination fees amounting to $8,000. The note had a maturity date of December 9, 2019. The outstanding principal amount of the note was convertible at any time and from time to time at the election of the purchaser. 180 days after the issued date into shares of the Company’s common stock at the lower of $0.08 per share or 65% of the lowest trade price during the ten consecutive trading days immediately prior to conversion. The note had certain buyback terms if the Company consummated a registered or unregistered primary offering of securities for capital raising purposes, or an option to convert at a 20% discount to the offering price to investors. Between September 11, 2019 and December 30, 2019, in terms of a conversion notices received, the Company issued 11,887,445 shares of Common stock in settlement of $36,592 of principal outstanding. Between January 6, 2020 and February 26, 2020, in terms of conversion notices received, First Fire converted an aggregate principal amount of $83,902 into 308,100,000 shares of common stock at an average conversion price of $0.000272 per share. On June 3, 2020, the Company entered into an agreement with First Fire whereby the remaining balance of the convertible note of $73,006 would be settled by two payments of $25,000 each. Between July 2, 2020 and August 17, 2020, the Company repaid the remaining principal outstanding of $50,000 plus additional interest charges of $1,500. On October 29, 2020, the Company entered into a Securities Purchase Agreement, pursuant to which the Company issued a senior secured convertible promissory note in the aggregate principal amount of $137,500, including an OID of $12,500. The note bears interest at 6.5% per annum and matures on October 29, 2021. The note is senior to any future borrowings and commencing on November 29, 2020 the Company will make monthly payments of the accrued interest under the note. The note may be prepaid at certain prepayment penalties and is convertible into shares of common stock at a conversion price at the option of the holder at $0.001 per share, adjusted for anti-dilution provisions; or 80% of the price per share of subsequent equity financings or; after six months 60% of the lowest trading price during the preceding six month period. On October 29, 2020, the Company entered into a five year option agreement with First Fire whereby the Company agreed to sell to First Fire a portion of the total outstanding shares of ATHI. The Company provided First Fire an option to purchase 6.25% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that First Fire made to the Company totaling $125,000. First Fire shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by First Fire to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. In terms of clause 3.12 of the Senior secured convertible Promissory Note Agreement (“First Fire Note”) entered into with First Fire, the terms of the convertible promissory note issued to Labrys Fund LP on November 30, 2020, as described below, contained terms more favorable than those contained in the First Fire Note, resulting in an adjustment made to the Original issue discount of $1,389 and the issuance of five year warrants exercisable for 50,505,051 shares of common at an exercise price of $0.00205 per share, for the advance made to the Company by First Fire in terms of the First Fire Note. On May 10, 2021, the Company repaid the principal outstanding of $138,889, including interest and early settlement penalty thereon for the payment of $164,913. Auctus Fund, LLC On August 7 2019, the Company, entered into a Securities Purchase Agreement with Auctus Fund, LLC, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $225,000. The Note had a maturity date of May 7, 2020 and bore interest at the rate of ten percent per annum from the date on which the Note was issued until the same became due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company had the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of Auctus Fund, LLC during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to 60% of the lowest closing bid price of the Company’s common stock for the thirty trading days prior to conversion. On June 15, 2020, The Company entered into an amended agreement with Auctus whereby Auctus agreed to discharge the principal amount of the note by nine equal monthly installments of $25,000 commencing in October 2020. During the year ended December 31, 2021, the Company repaid Auctus the principal sum of $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 for net proceeds of $85,000 after certain fees and expenses of $15,000. The note has a maturity date of August 13, 2021 and bears interest at 10% per annum. The interest due on the note for the full twelve month period is due immediately upon issuance of the note, regardless of acceleration or prepayment. The principal amount of the note is payable in six monthly instalments of $16,666.66 commencing 180 days after the issuance date, the balance outstanding under the note due at maturity date. In the event a default occurs under the Note, the Note is convertible into shares of common stock at a conversion price equal to the lowest trading price over the prior 5 days prior to the date of the note or the five day volume weighted market price prior to the date of conversion. The Company is required to adhere to certain covenants including covenants concerning distributions of capital stock; restrictions on stock repurchases, additional borrowings sales of assets and loans and advances made by the Company. In conjunction with the issuance of the promissory note, the Company issued a five year warrant exercisable for 66,666,666 shares of common stock at an exercisable price of $0.0015 per share subject to anti-dilution and price protection adjustments. The Company also issued a second five year warrant exercisable for 66,666,666 shares of common stock at an exercisable price of $0.0015 per share subject to anti-dilution and price protection adjustments, which warrants will only be exercisable upon an event of default on the convertible note. On March 9, 2021, Auctus exercised its warrant for 66,666,666 shares of common stock on a cashless exercise basis, resulting in the issue of 59,999,999 shares of common stock. On May 10, 2021, the company settled the remaining balance of the August 13, 2020 convertible promissory with an aggregate principal amount of $95,000, together with interest and settlement penalty thereon for the payment of $110,000. In addition, on May 10, 2021, the Company paid a further $15,000 of principal on the convertible promissory note entered into on August 7, 2019, thereby reducing the principal outstanding to $100,000. The note matured May 7, 2020 and remains in default. Labrys Fund, LP On July 8, 2019, the Company, entered into a Securities Purchase Agreement with Labrys Fund, LP (“Labrys”), pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $282,000 for net proceeds of $253,800 after an original issue discount of $28,200. The Note had a maturity date of January 8, 2020 and bore interest at the rate of twelve percent per annum from the date on which the Note was issued until the same became due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company had the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note was convertible at any time and from time to time at the election of Labrys during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to 60% of the lowest closing bid price of the Company’s common stock for the thirty trading days prior to conversion. In connection with the issuance of the convertible promissory note to Labrys, the Company issued 2,700,000 returnable shares. These shares were returnable if the note was paid prior to maturity date on January 8, 2020. The company had not repaid the note on the maturity date, January 8, 2020, therefore the 2,700,000 shares were recorded as a charge to expense as an additional fee amounting to $165,780, the value of the shares on the date of issuance. Between January 15, 2020 and February 25, 2020, in terms of conversion notices received, Labrys converted the aggregate principal sum of $8,936 and interest of $19,867 into 479,160,076 shares of common stock at an average conversion price of 0.00006 per share. On May 15, 2020 the Company entered into an amended agreement with Labrys Fund LP whereby default interest and penalties were waived, no further conversions will be effectuated and the Company committed to make eight equal payments of $25,000 commencing on October 15, 2020, in full settlement of the balance outstanding. No event of default will occur as long as the Company makes all scheduled payments. Between October 21, 2020 and November 30, 2020, the Company repaid principal of $37,500. The Company was unable to adhere to the amended repayment schedule and default penalty and penalty interest was reinstated. On November 30, 2020, Labrys converted principal of $235,564 and interest thereon of $20,416 into 91,421,457 shares of common stock, realizing a gain on conversion of $4,571, thereby extinguishing the note. On November 30, 2020, the Company, entered into a Securities Purchase Agreement with Labrys, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $275,000 for net proceeds of $239,050 after an original issue discount of $27,500 and certain legal expenses. The Note has a maturity date of November 30, 2021 and bears interest at the rate of twelve percent per annum from the date on which the Note was issued until the same became due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company has the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note was convertible at any time and from time to time at the election of Labrys during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to 60% of the lowest closing bid price of the Company’s common stock for the thirty trading days prior to conversion. In connection with the issuance of the convertible promissory note to Labrys, the Company granted Labrys a five-year warrant to purchase 100,000,000 shares of common stock at an exercise price of $0.00205 per share. The value of the warrant was accounted for as a debt discount. On May 3, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $57,000 including interest thereon of $33,000 into 100,000,000 shares of common stock. On July 7, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $100,800 into 112,000,000 shares of common stock. On September 28, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $54,000 into 60,000,000 shares of common stock. On October 8, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $55,800 into 62,000,000 shares of common stock. On October 15, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $7,400 into 8,222,222 shares of common stock. On May 7, 2021, the Company, entered into a Securities Purchase Agreement with Labrys, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $550,000 for net proceeds of $477,700 after an original issue discount of $55,000 and certain legal expenses of $17,300. The Note has a maturity date of May 7, 2022 and bears interest at the rate of eleven percent per annum from the date on which the Note was issued until the same became due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company has the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note was convertible at any time and from time to time at the election of Labrys during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to $0.005, subject to anti-dilution adjustments. In connection with the issuance of the convertible promissory note to Labrys, the Company granted Labrys a five-year warrant to purchase 91,666,666 shares of common stock at an exercise price of $0.006 per share. The value of the warrant was accounted for as a debt discount. On November 23, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $6,329 and interest of $60,500 into 75,000,000 shares of common stock. On June 2, 2021, the Company, entered into a Securities Purchase Agreement with Labrys, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $230,000 for net proceeds of $200,000 after an original issue discount of $23,000 and certain legal expenses of $7,000. The Note has a maturity date of June 2, 2022 and bears interest at the rate of eleven percent per annum from the date on which the Note was issued until the same became due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company has the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note was convertible at any time and from time to time at the election of Labrys during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to $0.004, subject to anti-dilution adjustments. In connection with the 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, including an original issue discount of $5,000. The note bears interest at 6.5% per annum and matures on September 14, 2021. The note is senior to any future borrowings and commencing on October 1, 2020 the Company will make monthly payments of the accrued interest under the note. The note may be prepaid at certain prepayment penalties and is convertible into shares of common stock at a conversion price at the option of the holder at $0.001 per share, adjusted for anti-dilution provisions; or 80% of the price per share of subsequent equity financings or; after six months 60% of the lowest trading price during the preceding six month period. On September 14, 2020, the Company entered into a five year option agreement with Ed Blasiak (“Blasiak”) whereby the Company agreed to sell to Blasiak a portion of the total outstanding shares of ATHI. The Company provided Blasiak an option to purchase 2.5% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that Blasiak made to the Company totaling $50,000. Blasiak shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Blasiak to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. 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, including an original issue discount of $10,000. The note bears interest at 6.5% per annum and matures on September 14, 2021. The note is senior to any future borrowings and commencing on October 1, 2020 the Company will make monthly payments of the accrued interest under the note. The note may be prepaid at certain prepayment penalties and is convertible into shares of common stock at a conversion price at the option of the holder at $0.001 per share, adjusted for anti-dilution provisions; or 80% of the price per share of subsequent equity financings or; after six months 60% of the lowest trading price during the preceding six month period. On October 29, 2020, the Company entered into a five year option agreement entered into with Bauman, so that the Company agreed to sell to Bauman a portion of the total outstanding shares of ATHI. The Company provided Bauman an option to purchase 6.25% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that Bauman made to the Company totaling $125,000. Bauman shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Bauman to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. On June 8, 2021, in terms of a conversion notice received by the company, Bauman converted the aggregate principal sum of $100,000 including interest thereon of $5,563 into 106,313,288 shares of common stock. On October 25, 2021, in terms of a conversion notice received by the company, Bauman converted the aggregate principal sum of $37,500 including interest thereon of $1,155 into 39,405,310 shares of common stock, thereby extinguishing the note. On October 21, 2021, 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 $150,000, including an original issue discount of $16,250. The note bears interest at 11.0% per annum, which is guaranteed and earned in full on issue date and matures on October 21, 2022. The note may be prepaid at certain prepayment penalties and is convertible into shares of common stock at a conversion price at the option of the holder at $0.001 per share, adjusted for anti-dilution provisions. 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, for net proceeds of $85,000 after the payment of legal fees and origination fees amounting to $3,000. The note has a maturity date of August 29, 2021 and bears interest at the rate of 9.0% per annum. The outstanding principal amount of the note is convertible at any time and from time to time at the election of the purchaser. 180 days after the issued date into shares of the Company’s common stock at 61% of the lowest trade price during the ten consecutive trading days immediately prior to conversion. The principal plus the accrued interest of the Note may be prepaid by the Company prior to the expiry of 180 days from issuance date at a prepayment penalty ranging from 112% to 130%. 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, for net proceeds of $50,000 after the payment of legal fees and origination fees amounting to $3,000. The note has a maturity date of October 15, 2021 and bears interest at the rate of 9.0% per annum. The outstanding principal amount of the note is convertible at any time and from time to time at the election of the purchaser. 180 days after the issued date into shares of the Company’s common stock at 61% of the lowest trade price during the ten consecutive trading days immediately prior to conversion. The princ |
Short term loans
Short term loans | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Short term loans | 13. Short term loans On April 12, 2019, Eileen Greene, a related party assigned CDN1,000,000 of the amount owed by the Company to her, to a third party. The loan bears interest at 12% per annum which the Company agreed to pay. |
Mortgage loans
Mortgage loans | 12 Months Ended |
Dec. 31, 2021 | |
Mortgage Loans | |
Mortgage loans | 14. Mortgage loans Mortgage loans is disclosed as follows: Schedule of mortgage loans Interest rate Maturity date Principal Outstanding Accrued interest December 31, 2021 December 31, 2020 Cranberry Cove Holdings, Ltd. Pace Mortgage 4.2 % July 19, 2022 $ 3,858,983 $ 5,329 $ 3,864,312 $ 3,963,781 Disclosed as follows: Short-term portion $ 3,864,312 $ 115,704 Long-term portion — 3,848,077 $ 3,864,312 $ 3,963,781 Cranberry Cove Holdings, Ltd. On July 19, 2017, CCH, a wholly owned subsidiary, closed on a loan agreement in the principal amount of CDN$5,500,000. The loan is secured by a first mortgage on the premises owned by CCH located at 3571 Muskoka Road 169, Bala, Ontario. The loan bears interest at the fixed rate of 4.2% with a 5-year primary term and a 25-year amortization. The Company has guaranteed the loan and the Company’s chief executive officer and controlling shareholder also has personally guaranteed the Loan. CCH and the Company have granted the Lender a general security interest in its assets to secure repayment of the Loan. The loan is amortized with monthly installments of CDN $29,531. |
Government assistance loans
Government assistance loans | 12 Months Ended |
Dec. 31, 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. The loan was forgivable if the Company demonstrated that the proceeds were used for expenses such as employee costs during the pandemic. This loan was forgiven in September 2021. On May 3, 2021, the Company was granted a second government assistance loan in the aggregate principal amount of $157,367. The loan is forgivable if the Company demonstrates that the proceeds were used for expenses such as employee costs during the pandemic. Should the loan not be forgiven, interest is payable on the loan at the rate of 1% per annum and the principal is repayable and interest is payable over an 18 month period. No payments have been made to date and the Company expects the loan to be forgiven, therefore no interest has been accrued. On December 1, 2020, CCH was granted a Covid-19 related government assistance loan in the aggregate principal amount of CDN$ 40,000 (Approximately $31,000). the grant is interest free and CDN$ 10,000 is forgivable if the loan is repaid in full by December 31, 2022. On January 12, 2021, CCH received a further CDN$ 20,000 Covid-19 related government assistance loan. The loan is interest free and if repaid by December 31, 2022, CDN$ is forgivable. |
Derivative liability
Derivative liability | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Liability | |
Derivative liability | 16. Derivative liability The short-term convertible notes, together with certain warrants issued to convertible note holders disclosed in note 12 above and note 18 below, have variable priced conversion rights with no fixed floor price and will reprice dependent on the share price performance over varying periods of time. This gives rise to a derivative financial liability, which was initially valued at inception of the convertible notes at $1,959,959 using a Black-Scholes valuation model. The derivative liability is marked-to-market on a quarterly basis. As of December 31, 2021, the derivative liability was valued at $ 515,901 . The following assumptions were used in the Black-Scholes valuation model: Schedule of assumption used in Black Scholes Year ended Calculated stock price $ 0.00066 to $ 0.0055 Risk free interest rate 0.01 % to 0.97 % Expected life of convertible notes and warrants 3 to 60 months expected volatility of underlying stock 80.9 % to 299.1 % Expected dividend rate 0 % The movement in derivative liability is as follows: Schedule of derivative liability December 31, 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 — (145,109,526 ) Mark-to-market adjustments on converted notes (2,914,119 ) — Derivative liability on issued convertible notes 190,824 1,129,050 Fair value adjustments to derivative liability (1,526,191 ) 7,258,050 Closing balance $ 515,901 $ 4,765,387 |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | 17. Related party transactions Shawn E. Leon As of December 31, 2021 and 2020 the Company had a payable to Shawn Leon of $ 106,100 and $ 322,744 , respectively. Mr. Leon is a director and CEO of the Company. The balances payable are non-interest bearing and has no fixed repayment terms. Management fees from prior periods due to Mr. Leon amounting to $ 259,707 , and reflected as a payable to Mr. Leon were reversed during the current year. Due to the current financial position of the Group, Mr. Leon forfeited the management fees due to him for the years ended December 31, 2021 and 2020. Leon Developments, Ltd. As of December 31, 2021 and 2020, the Company owed Leon Developments, Ltd. $935,966 and $930,307, respectively, for funds advanced to the Company. Eileen Greene As of December 31, 2021 and 2020, the Company owed Eileen Greene, the spouse of our CEO, Shawn Leon, $ 1,472,215 and $ 1,558,798 , respectively. The amount owing to Ms. Greene is non-interest bearing and has no fixed repayment terms. All related party transactions occur in the normal course of operations and in terms of agreements entered into between the parties. |
Stockholder_s deficit
Stockholder’s deficit | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholder’s deficit | 18. Stockholder’s deficit a) Common shares Authorized and outstanding The Company has authorized 10,000,000,000 shares with a par value of $0.01 per share. The company has issued and outstanding 3,579,053,805 and 2,027,085,665 2,207,085,665 shares of common stock at December 31, 2021 and December 31, 2020, respectively. On January 8, 2021, the Company issued 78,763,466 shares of common stock to Leonite in connection with a conversion notice received, converting principal and interest of $70,137. On March 3, 2021, the Company issued 97,000,000 shares of common stock to Leonite in connection with a conversion notice received, converting principal and interest of $95,000. On March 9, 2021, the Company received notification of exercise of warrants for 66,666,666 shares on a cashless basis, resulting in the issuance of 59,999,999 shares of common stock valued on the date of issuance at $90,000. On May 3, 2021, the Company issued 100,000,000 shares of common stock to Labrys in connection with a conversion notice received, converting principal and interest of $90,000. On May 13 2021, the Company received notification of exercise of warrants for 50,505,051 shares on a cashless basis, resulting in the issuance of 42,353,038 shares of common stock valued on the date of issuance at $86,824. On June 1, 2021, the Company issued 30,000,000 shares of common stock to Leonite in connection with a conversion notice received, converting principal and interest of $59,250. On June 8, 2021, the Company issued 106,313,288 shares of common stock to Joshua Bauman in connection with a conversion notice received, converting principal and interest of $105,563. On June 10, 2021, the Company issued 60,000,000 shares of common stock to Leonite in connection with a conversion notice received, converting principal and interest of $59,250. On July 1, 2021, in terms of the amendment to the stock Purchase Agreement entered into on June 30, 2020 between the Company and the Q Global Trust, LLC, and American Treatment Holdings, the company issued 100,000,000 shares of common stock thereby closing the transaction and acquiring a controlling interest in American Treatment Holdings. On July 7, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $100,800 into 112,000,000 shares of common stock. On August 6, 2021, the company received a cashless warrant exercise from Labrys, exercising warrants for 100,000,000 shares for net shares of 86,333,333 shares of common stock. On 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. On September 28, 2021, the Company issued 60,000,000 shares of common stock to Labrys in connection with a conversion notice received, converting principal of $54,000. On October 8, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $55,800 into 62,000,000 shares of common stock. On October 15, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $7,400 into 8,222,222 shares of common stock. On October 19, 2021, the Company issued 50,496,728 shares of common stock to Leonite in connection with a conversion notice received, converting principal and interest of $49,747. On October 25, 2021, the Company issued 39,405,310 shares of common stock to Joshua Bauman in connection with a conversion notice received, converting principal and interest of $38,655. On October 29, 2021, the Company issued 83,771,947 shares of common stock to Leonite in connection with a conversion notice received, converting principal and interest of $83,022. On November 22, 2021, the Company issued 58,427,091 shares of common stock to Leonite in connection with a conversion notice received, converting principal and interest of $57,677. On November 23,2021, the Company issued 75,000,000 shares of common stock to Labrys in connection with a conversion notice received, converting principal and interest of $66,829. On December 13, 2021, in terms of a conversion notice received by the company, Leonite converted the aggregate principal and interest amount of $89,933 into 90,682,696 shares of common stock. b) Series A Preferred shares Authorized, issued and outstanding The Company has authorized 10,000,000 Series A preferred shares. with a par value of $0.01 per share. The company has, issued and outstanding 4,000,000 Series A Preferred shares at December 31, 2021 and December 31, 2020, respectively. c) Series B Preferred shares Authorized and outstanding The Company has authorized 400,000 10,000,000 Series B preferred shares with a par value of $1.00 per share. The company has issued and outstanding 400,000 Series B Preferred shares at December 31, 2021 and December 31, 2020, respectively. d) Warrants The Secured Promissory Note Agreements entered into with Leonite and First Fire contain certain conversion price protection and anti-dilution protection provisions, which were triggered as a result of the terms contained in the promissory note issued to Labrys Fund LP on November 30, 2020. As a result, the Company issued five year warrants exercisable for 195,959,598 shares of common stock at an exercise price of $0.00205 per share, for all advances made to the Company by the lenders in terms of the secured Promissory Note Agreements. Between January 8, 2021 and February 19, 2021, Leonite advanced the Company an additional $290,000 and in terms of clause 3.12 of the Secured Promissory Note Agreement entered into with Leonite, the Company granted Leonite five year warrants exercisable for 131,111,112 shares of common stock at an exercise price of $0.00205 per share. On March 9, 2021, the Company received a cashless warrant exercise notice, exercising warrants for 66,666,666 shares for net shares of 59,999,999 shares of common stock. On May 13, 2021, the company received a cashless warrant exercise notice, exercising warrants for 50,505,051 shares for net shares of 42,353,038 shares of common stock. On May 7, 2021, in connection with the issuance of the convertible promissory note to Labrys, the Company granted Labrys a five-year warrant to purchase 91,666,666 shares of common stock at an exercise price of $0.006 per share On June 2, 2021, in connection with the issuance of the convertible promissory note to Labrys, the Company granted Labrys a five-year warrant to purchase 52,272,727 shares of common stock at an exercise price of $0.0044 per share. 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 December 31, 2021 is as follows: Schedule of warrants 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 471,010,103 $ 0.0020500 0.003080 Forfeited/cancelled (101,682,866 ) $0.0015 to 0.12 0.039029 Exercised (361,111,110 ) $0.00150 to $0.00205 0.003291 Outstanding as of December 31, 2021 623,777,506 $0.000675 to $0.12 $ 0.0052875 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: Schedule of assumption Year ended December 31, 2021 Calculated stock price $ 0.00205 to 0.0060 Risk free interest rate 0.36 to 0.80 % Expected life of warrants 60 months expected volatility of underlying stock 221.17 to 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 December 31, 2021: Summarizes information about 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 3.53 326,286,847 $0.002050 276,565,659 4.01 276,565,659 $0.120000 20,925,000 0.33 20,925,000 623,777,506 3.64 $ 0.0052875 623,777,506 $ 0.0052875 All of the warrants outstanding at December 31, 2021 are vested. The warrants outstanding at December 31, 2021 have an intrinsic value of $106,043. e) Stock options Our board of directors adopted the Greenstone Healthcare Corporation 2013 Stock Option Plan (the “Plan”) to promote our long-term growth and profitability by (i) providing our key directors, officers and employees with incentives to improve stockholder value and contribute to our growth and financial success and (ii) enable us to attract, retain and reward the best available persons for positions of substantial responsibility. A total of 10,000,000 shares of our common stock have been reserved for issuance upon exercise of options granted pursuant to the Plan. The Plan allows us to grant options to our employees, officers and directors and those of our subsidiaries; provided that only our employees and those of our subsidiaries may receive incentive stock options under the Plan. We have no issued options at December 31, 2021 under the Plan. |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Information | |
Segment information | 19. 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 Evernia, Addiction Recovery Institute of America and Seastone of Delray operations. The segment operating results of the reportable segments for the year ended December 31, 2021 is disclosed as follows: Schedule of segment information Year ended December 31, 2021 Rental In-Patient Total Revenue $ 374,517 $ 1,568,071 $ 1,942,588 Operating expenses 128,183 1,812,300 1,940,483 Operating income (loss) 246,334 (244,229 ) 2,105 Other (expense) income Other income — 273,373 273,373 Forgiveness of government relief loan — 156,782 156,782 Loss on advance — (120,000 ) (120,000 ) Fair value of warrants granted to convertible debt holders — (854,140 ) (854,140 ) Penalty on convertible debt — (9,240 ) (9,240 ) Interest expense (230,868 ) (598,657 ) (829,525 ) Amortization of debt discount — (1,965,551 ) (1,965,551 ) Derivative liability movement — 1,526,191 1,526,191 Foreign exchange movements (16,150 ) (18,151 ) (34,301 ) Net loss before taxes (684 ) (1,853,622 ) (1,854,306 ) Taxes — 280,903 280,903 Net loss $ (684 ) $ (1,572,719 ) $ (1,573,403 ) The operating assets and liabilities of the reportable segments as of December 31, 2021 is as follows: December 31, 2021 Rental In-Patient Total Purchase of fixed assets $ — $ 132,832 $ 132,832 Assets Current assets 1,373 270,426 271,799 Non-current assets 2,766,175 3,516,332 6,282,507 Liabilities Current liabilities (5,401,423 ) (8,115,379 ) (13,516,802 ) Non-current liabilities (693,502 ) (1,799,383 ) (2,492,885 ) Mandatory redeemable preferred shares — (400,000 ) (400,000 ) Intercompany balances 1,284,967 (1,284,967 ) — Net liability position $ (2,042,410 ) $ (7,812,971 ) $ (9,855,381 ) The segment operating results of the reportable segments for the year ended December 31, 2020 is disclosed as follows: Year ended December 31, 2020 Rental Operations In-Patient services Total Revenue $ 338,996 $ — $ 338,996 Operating expenditure (134,387 ) (367,953 ) (502,340 ) Operating income (loss) 204,609 (367,953 ) (163,344 ) Other (expense) income Other income — 1,183 1,183 Gain on extinguishment of debt — 12,601,823 12,601,823 Gain on sale of assets — 36,470 36,470 Loss on debt conversion — (585,351 ) (585,351 ) Warrants exercised — (95,868 ) (95,868 ) Interest income — 629 629 Interest expense (241,815 ) (389,610 ) (631,425 ) Amortization of debt discount — (861,657 ) (861,657 ) Change in fair value of derivative liability — (7,041,968 ) (7,041,968 ) Foreign exchange movements (77,562 ) (97,938 ) (175,500 ) Net income (loss) before taxation (114,768 ) 3,199,760 3,084,992 Taxation — — — Net income (loss) $ (114,768 ) $ 3,199,760 $ 3,084,992 The operating assets and liabilities of the reportable segments as of December 31, 2020 is as follows: December 31, 2020 Rental Operations In-Patient services Total Purchase of fixed assets $ — $ — $ — Assets Current assets 40,912 894,241 935,153 Non-current assets 2,882,220 5,094 2,887,314 Liabilities Current liabilities (1,584,724 ) (12,280,077 ) (13,864,801 ) Non-current liabilities (4,583,765 ) — (4,583,765 ) Intercompany balances 1,287,681 (1,287,681 ) — Net liability position $ (1,957,676 ) $ (12,668,423 ) $ (14,626,099 ) |
Net (loss) income per common sh
Net (loss) income per common share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net (loss) income per common share | 20. Net (loss) income per common share For the year ended December 31, 2021, 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 Antidilutive Securities Year ended Warrants to purchase shares of common stock 623,777,506 Convertible notes 644,839,752 1,268,617,258 For the year ended December 31, 2020, the computation of basic and diluted earnings per share is calculated as follows: Schedule of Net (loss) income per common share Number of Per share Amount shares amount Basic earnings per share Net income per share available for common stockholders $ 3,084,992 1,594,016,327 $ 0.00 Effect of dilutive securities Warrants — 263,360,098 Convertible debt 147,058 187,996,707 Diluted earnings per share Net income per share available for common stockholders $ 3,232,050 2,045,373,732 $ 0.00 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 21. Commitments and contingencies a. Options granted to purchase shares in ATHI 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 4,000,000 shares of ATHI from the Company for a purchase consideration of $0.0001 per share (a total consideration of $400), based on the advances that Leonite made to the Company totaling $396,000. Leonite shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Leonite to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. On September 14, 2020, the Company entered into a five year option agreement with Ed Blasiak (“Blasiak”) whereby the Company agreed to sell to Blasiak a portion of the total outstanding shares of ATHI. The Company provided Blasiak an option to purchase 571,428 shares of ATHI from the Company for a purchase consideration of $0.0001 per share (a total consideration of $57), based on the advances that Blasiak made to the Company totaling $50,000. Blasiak shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Blasiak to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. On October 29, 2020, the Company entered into a five year option agreement with First Fire whereby the Company agreed to sell to First Fire a portion of the total outstanding shares of ATHI. The Company provided First Fire an option to purchase 1,428,571 shares of ATHI from the Company for a purchase consideration of $0.0001 per share (a total consideration of $143), based on the advances that First Fire made to the Company totaling $120,000. First Fire shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by First Fire to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. On October 29, 2020, the Company entered into a five year option agreement entered into with Bauman, so that the Company agreed to sell to Bauman a portion of the total outstanding shares of ATHI. The Company provided Bauman an option to purchase 1,428,571 shares of ATHI from the Company for a purchase consideration of $0.0001 per share (a total consideration of $143), based on the advances that Bauman made to the Company totaling $120,000. Bauman shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Bauman to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. b. Mortgage loans The company has a mortgage loan as disclosed in note 14 above. The mortgage loan matures on July 19, 2022 and the Company currently owes $3,864,312. c. Other The Company has principal and interest payment commitments under the Convertible notes disclosed under Note 12 above. Conversion of these notes are at the option of the investor, if not converted these notes may need to be repaid. From time to time, the Company and its subsidiaries enter into legal disputes in the ordinary course of business. The Company believes there are no material legal or administrative matters pending that are likely to have, individually or in the aggregate, a material adverse effect on its business or results of operations. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 22. Income taxes The Company is current in its US tax filings, except for its 2020 filing, as of December 31, 2021 and is not current in its Canadian tax filings with the 2019 and 2020 returns still outstanding. The income tax provision/ (benefit) is different from that which would be obtained by applying the statutory Federal income tax rate of 21% and applicable state tax rates of 5% to income before income tax expense. The items causing this difference for the years ended December 31, 2021 and 2020 are as follows: Schedule of reconciliation of income taxes Year ended December 31, 2021 Year ended December 31, 2020 Tax credit at the federal and state statutory rate 478,522 857,250 Prior year over provision 250,000 — Foreign taxation (5,309 ) (56,212 ) Permanent differences (271,310 ) (1,091,032 ) Foreign tax rate differential (100 ) 1,061 Net operating loss utilized 5,594 — Valuation allowance (176,494 ) 288,933 Net future tax asset 280,903 — Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax assets and liabilities at December 31, 2021 and 2020 are as follows: Schedule of deferred tax assets and liabilities December 31, December 31, Net operating losses Net operating loss carry forward 34,278,915 32,968,411 Prior year adjustment to opening balances — 150,639 Foreign exchange differential 8,466 48,579 Net operating loss utilized (20,719 ) — Net taxable loss 678,797 1,111,286 Valuation allowance (34,945,459 ) (34,278,915 ) Net future tax asset — — The company has established a valuation allowance against its gross deferred tax assets sufficient to bring its net deferred tax assets to zero due to the uncertainty surrounding the realization of such assets. Management has determined it is more likely than not that the net deferred tax assets are not realizable due to the Company’s historical loss position. The valuation allowance for the year ended December 31, 2021 increased by $678,797 due to the additional taxation losses incurred for the year ended December 31, 2021. As of December 31, 2021, the prior three tax years remain open for examination by the federal or state regulatory agencies for purposes of an audit for tax purposes. Pursuant to the Internal Revenue Code of 1986, as amended (“IRC”), §382, the Company’s ability to use its net operating loss carry forwards to offset future taxable income is limited if the Company experiences a cumulative change in ownership of more than 50% within a three-year period. As of December 31, 2021, the Company is in arrears on certain US and Canadian tax filings and the amounts presented above are based on estimates. The actual losses available could differ from these estimates. In addition, the Company could be subject to penalties for these unfiled tax returns. The Company operates in foreign jurisdictions and is subject to audit by taxing authorities. These audits may result in the assessment of amounts different than the amounts recorded in the consolidated financial statements. The Company liaises with the relevant authorities in these jurisdictions in regard to its income tax and other returns. Management believes the Company has adequately provided for any taxes, penalties and interest that may fall due. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | 23. Subsequent events Subsequent to December 31, 2021, but effective December 29, 2021, the Company entered into amended agreements with Labrys whereby the following notes were amended as follows: Note dated May 7, 2021 · The Maturity date of the note was extended to May 31, 2022. · The triggering of the dilutive event on October 25, 2021 which reduced the conversion price of the convertible note to $0.001 per share, will not be utilized as long as any events of default under the note are not triggered. · The Company agreed to make monthly payments under the note totaling $536,000 between January 10, and May 31, 2022. Note dated June 2, 2021 · The Maturity date of the note was extended to June 30, 2022. · The triggering of the dilutive event on October 25, 2021 which reduced the conversion price of the convertible note to $0.001 per share, will not be utilized as long as any events of default under the note are not triggered. · The Company agreed to make two equal payments of $127,650 on the note on May 31, and June 30, 2022. Other than disclosed above, the Company has evaluated subsequent events through the date the financial statements were issued, 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) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | a) Use of Estimates The preparation of 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 consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany transactions and balances have been eliminated on consolidation. Certain of the Company’s subsidiaries functional currency is the Canadian dollar, while the Company’s reporting currency is the U.S. dollar. All transactions initiated in Canadian dollars are translated into US dollars in accordance with ASC 830, “Foreign Currency Translation” as follows: ● Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. ● Certain non-monetary assets and liabilities and equity at historical rates. ● Revenue and expense items and cash flows at the average rate of exchange prevailing during the year. 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 year. The relevant translation rates are as follows: For the year ended December 31, 2021, a closing rate of CDN$1 equals US$0.7888 and an average exchange rate of CDN$1 equals US$0.7977, for the year ended December 31, 2020, a closing rate of CDN$1.0000 equals US$0.7854 and an average exchange rate of CDN$1.0000 equals US$0.7455. |
usiness Combinations | c) B usiness Combinations The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed for business combinations with third parties 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. |
Cash and cash equivalents | d) Cash and cash equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company maintains cash and cash equivalents with several financial institution in the USA and Canada. There were no cash equivalents at December 31, 2021 and 2020. The Company primarily places cash balances in the USA with high-credit quality financial institutions located in the United States which are insured by the Federal Deposit Insurance Corporation up to a limit of $250,000 per institution, in Canada which are insured by the Canadian Deposit Insurance Corporation up to a limit of CDN$100,000 per institution. |
Accounts receivable | e) Accounts receivable Accounts receivable primarily consists of amounts due from third-party payors (non-governmental) and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimating net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies denying claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. |
llowance for Doubtful Accounts, Contractual and Other Discounts | f) A llowance 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 and contractual rates. 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 | g) 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 | h) 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. |
Leases | i) Leases The Company accounts for leases in terms of AC 842 whereby leases are classified as either finance 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 finance leases. At the time a finance lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing. Property and equipment recorded under finance 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 | j) 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 | k) 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 | l) 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 | m) 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 $ 176,011 and $ 3,075 at December 31, 2021 and December 31, 2020, respectively. Management believes that these receivables are properly stated and are not likely to be settled for a significantly different amount. 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 | n) Income taxes The Company accounts for income taxes under the provisions of ASC Topic 740, “Income Taxes”. ASC Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties accrued on unrecognized tax benefits within general and administrative expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction in general and administrative expenses in the period that such determination is made. The tax returns for fiscal 2018, through 2020 are subject to audit or review by the US tax authorities, whereas fiscal 2010 through 2020 are subject to audit or review by the Canadian tax authority. |
Net income (loss) per Share | o) 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 year. 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 | p) Stock based compensation Stock based compensation cost is measured at the grant date, based on the estimated fair value of the award and is recognized as expense over the employee’s requisite service period or vesting period on a straight-line basis. Share-based compensation expense recognized in the consolidated statements of operations for the year ended December 31, 2021 and 2020 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 no awards with performance conditions and no awards dependent on market conditions. |
Financial instruments Risks | q) Financial instruments Risks The Company is exposed to various risks through its financial instruments. The following analysis provides a measure of the Company’s risk exposure and concentrations at the balance sheet date, December 31, 2021 and 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 $ 13,245,003 , which includes derivative liabilities of $ 515,901 , and an accumulated deficit of $ 44,103,311 . The Company is dependent upon the raising of additional capital in order to implement its business plan. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. In the opinion of management, liquidity risk is assessed as high, material and remains unchanged from that of the prior year. iii. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risk: interest rate risk, currency risk, and other price risk. The Company is exposed to interest rate risk and currency risk. a. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its convertible debt, mortgage loans, short term loans, third party loans and government assistance loans as of December 31, 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 December 31, 2021, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $6,187 increase or decrease in the Company’s after tax net income from operations. The Company has not entered into any hedging agreements to mitigate this risk. In the opinion of management, currency risk is assessed as low, material and remains unchanged from that of the prior year. c. Other price risk Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. In the opinion of management, the Company is not exposed to this risk and remains unchanged from the prior year. |
Recent accounting pronouncements | r) Recent accounting pronouncements In November 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-10, Disclosures by Entities about Government Assistance (Topic 832), the update increases the transparency of government assistance, including the following disclosures: (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. This ASU is effective for fiscal years beginning after December 15, 2021. The effects of this ASU on the Company’s consolidated financial statements is currently being assessed and is not expected to have an impact on current disclosure. 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 | s) Comparative and prior period disclosures The comparative and prior period disclosed amounts presented in these 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) | 12 Months Ended |
Dec. 31, 2021 | |
Acquisition Of Subsidiaries | |
Schedule of revenue and earnings | Schedule of intangible 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 ) Advances (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 (loss) income for the year ended December 31, 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, therefore earning were included from June 2020. Schedule of revenue and earnings Revenue Earnings Actual from July 1, 2021 to December 31, 2021 $ 1,568,071 $ (115,142 ) 2021 Supplemental pro forma from January 1, 2021 to December 31, 2021 $ 3,024,297 $ (1,965,484 ) 2020 Supplemental pro forma from inception to December 31, 2020 $ 420,996 $ 2,142,531 |
Schedule of revenue and earnings | Schedule of revenue and earnings Revenue Earnings Actual from July 1, 2021 to December 31, 2021 $ 1,568,071 $ (115,142 ) 2021 Supplemental pro forma from January 1, 2021 to December 31, 2021 $ 3,024,297 $ (1,965,484 ) 2020 Supplemental pro forma from inception to December 31, 2020 $ 420,996 $ 2,142,531 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of sale of property | Schedule of sale of property December 31, December 31, 2020 Cost Accumulated depreciation Net book value Net book value Land $ 169,585 $ — $ 169,585 $ 168,866 Property 3,208,034 (611,444 ) 2,596,590 2,713,354 Leasehold improvements 166,195 (12,465 ) 153,730 — Furniture and fittings 51,518 (9,378 ) 42,140 — Vehicles 55,949 (6,681 ) 49,268 — Computer equipment 1,450 (100 ) 1,350 — $ 3,652,731 $ (640,070 ) $ 3,012,663 $ 2,882,220 |
Intangibles (Tables)
Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible assets | Schedule of Intangible assets December 31, Cost Accumulated amortization Net book value Health care Provider license $ 1,789,903 $ 178,990 $ 1,610,913 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Right of use assets | Schedule of Right of use assets December 31, December 31, Non-current assets Right-of-use assets – finance leases, net of depreciation, included in Property and equipment $ 49,268 $ — Right-of-use assets - operating leases, net of amortization $ 1,653,816 $ — |
Schedule of Lease costs | Schedule of Lease costs Year ended December 31, 2021 2020 Finance lease cost: Amortization of right-of-use assets $ 6,681 $ — Interest expense on finance lease liabilities 1,367 — Finance lease cost 8,048 — Operating lease cost $ 178,679 $ 5,512 Lease cost $ 186,727 $ 5,512 |
Schedule of Other lease | Schedule of Other lease Year ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ (1,367 ) $ — Operating cash flows from operating leases (160,272 ) (5,512 ) Financing cash flows from finance leases 40,281 — Cash paid for amounts included in the measurement of lease liabilities $ (121,358 ) $ (5,512 ) Weighted average lease term – finance leases 4 years and ten months — Weighted average remaining lease term – operating leases 5 years and 1 months — Discount rate – finance leases 6.61 % — Discount rate – operating leases 4.64 % — % |
Schedule of Finance lease liability | Schedule of Finance lease liability Amount 2022 $ 9,829 2023 9,829 2024 9,829 2025 9,829 2026 7,902 Total undiscounted minimum future lease payments 47,218 Imputed interest (6,937 ) Total finance lease liability $ 40,281 Disclosed as: Current portion $ 7,386 Non-Current portion 32,895 Lease liability $ 40,281 |
Schedule of Operating lease liability | Schedule of Operating lease liability Amount 2022 $ 332,073 2023 348,677 2024 366,110 2025 384,416 2026 437,407 Total undiscounted minimum future lease payments 1,868,683 Imputed interest (134,169 ) Total operating lease liability $ 1,734,514 Disclosed as: Current portion $ 241,083 Non-Current portion 1,493,431 Lease liability $ 1,734,514 |
Taxes Payable (Tables)
Taxes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Taxes Payable | |
Schedule of taxation payable | Schedule of taxation payable December 31, December 31, Payroll taxes $ 144,020 $ 143,410 HST/GST payable 123,134 73,503 US penalties due — 250,000 Income tax payable 391,682 383,364 Taxes Payable $ 658,836 $ 850,277 |
Short-term Convertible Notes (T
Short-term Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of short-term convertible notes | Schedule of short-term convertible notes Interest rate Maturity Date Principal Interest Debt Discount December 31, 2021 December 31, 2020 Leonite Capital, LLC 8.5 % — $ — $ — $ — $ — $ 70,583 12.0 % On Demand 278,629 36,950 — 315,579 147,058 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 — 8,826 — 8,826 26,159 11.0 % May 7, 2022 543,671 — (189,167 ) 354,504 — 11.0 % June 2, 2022 230,000 14,899 (96,411 ) 148,488 — Ed Blasiak 6.5 % September 14, 2021 55,000 4,697 — 59,697 17,347 Joshua Bauman 6.5 % September 14, 2021 — — — — 43,247 11.0 % October 21, 2022 150,000 3,210 (120,823 ) 32,387 — Geneva Roth Remark Holdings, Inc. 9.0 % August 29, 2021 — — — — 19,238 9.0 % October 15, 2021 — — — — 6,753 9.0 % January 3, 2022 — — — — — 8.0 % October 1, 2022 74,044 5,924 (55,584 ) 24,384 — Series N convertible notes 6.0 % On Demand 3,229,000 619,073 — 3,848,073 3,654,333 $ 4,660,344 $ 693,579 $ (461,985 ) $ 4,891,938 $ 4,200,217 |
Mortgage loans (Tables)
Mortgage loans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Mortgage Loans | |
Schedule of mortgage loans | Schedule of mortgage loans Interest rate Maturity date Principal Outstanding Accrued interest December 31, 2021 December 31, 2020 Cranberry Cove Holdings, Ltd. Pace Mortgage 4.2 % July 19, 2022 $ 3,858,983 $ 5,329 $ 3,864,312 $ 3,963,781 Disclosed as follows: Short-term portion $ 3,864,312 $ 115,704 Long-term portion — 3,848,077 $ 3,864,312 $ 3,963,781 |
Derivative liability (Tables)
Derivative liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Liability | |
Schedule of assumption used in Black Scholes | Schedule of assumption used in Black Scholes Year ended Calculated stock price $ 0.00066 to $ 0.0055 Risk free interest rate 0.01 % to 0.97 % Expected life of convertible notes and warrants 3 to 60 months expected volatility of underlying stock 80.9 % to 299.1 % Expected dividend rate 0 % |
Schedule of derivative liability | Schedule of derivative liability December 31, 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 — (145,109,526 ) Mark-to-market adjustments on converted notes (2,914,119 ) — Derivative liability on issued convertible notes 190,824 1,129,050 Fair value adjustments to derivative liability (1,526,191 ) 7,258,050 Closing balance $ 515,901 $ 4,765,387 |
Stockholder_s deficit (Tables)
Stockholder’s deficit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of warrants outstanding | Schedule of warrants 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 471,010,103 $ 0.0020500 0.003080 Forfeited/cancelled (101,682,866 ) $0.0015 to 0.12 0.039029 Exercised (361,111,110 ) $0.00150 to $0.00205 0.003291 Outstanding as of December 31, 2021 623,777,506 $0.000675 to $0.12 $ 0.0052875 |
Schedule of assumption | Schedule of assumption Year ended December 31, 2021 Calculated stock price $ 0.00205 to 0.0060 Risk free interest rate 0.36 to 0.80 % Expected life of warrants 60 months expected volatility of underlying stock 221.17 to 231.3 % Expected dividend rate 0 % |
Summarizes information about warrants outstanding | Summarizes information about 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 3.53 326,286,847 $0.002050 276,565,659 4.01 276,565,659 $0.120000 20,925,000 0.33 20,925,000 623,777,506 3.64 $ 0.0052875 623,777,506 $ 0.0052875 |
Segment information (Tables)
Segment information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Information | |
Schedule of segment information | Schedule of segment information Year ended December 31, 2021 Rental In-Patient Total Revenue $ 374,517 $ 1,568,071 $ 1,942,588 Operating expenses 128,183 1,812,300 1,940,483 Operating income (loss) 246,334 (244,229 ) 2,105 Other (expense) income Other income — 273,373 273,373 Forgiveness of government relief loan — 156,782 156,782 Loss on advance — (120,000 ) (120,000 ) Fair value of warrants granted to convertible debt holders — (854,140 ) (854,140 ) Penalty on convertible debt — (9,240 ) (9,240 ) Interest expense (230,868 ) (598,657 ) (829,525 ) Amortization of debt discount — (1,965,551 ) (1,965,551 ) Derivative liability movement — 1,526,191 1,526,191 Foreign exchange movements (16,150 ) (18,151 ) (34,301 ) Net loss before taxes (684 ) (1,853,622 ) (1,854,306 ) Taxes — 280,903 280,903 Net loss $ (684 ) $ (1,572,719 ) $ (1,573,403 ) The operating assets and liabilities of the reportable segments as of December 31, 2021 is as follows: December 31, 2021 Rental In-Patient Total Purchase of fixed assets $ — $ 132,832 $ 132,832 Assets Current assets 1,373 270,426 271,799 Non-current assets 2,766,175 3,516,332 6,282,507 Liabilities Current liabilities (5,401,423 ) (8,115,379 ) (13,516,802 ) Non-current liabilities (693,502 ) (1,799,383 ) (2,492,885 ) Mandatory redeemable preferred shares — (400,000 ) (400,000 ) Intercompany balances 1,284,967 (1,284,967 ) — Net liability position $ (2,042,410 ) $ (7,812,971 ) $ (9,855,381 ) The segment operating results of the reportable segments for the year ended December 31, 2020 is disclosed as follows: Year ended December 31, 2020 Rental Operations In-Patient services Total Revenue $ 338,996 $ — $ 338,996 Operating expenditure (134,387 ) (367,953 ) (502,340 ) Operating income (loss) 204,609 (367,953 ) (163,344 ) Other (expense) income Other income — 1,183 1,183 Gain on extinguishment of debt — 12,601,823 12,601,823 Gain on sale of assets — 36,470 36,470 Loss on debt conversion — (585,351 ) (585,351 ) Warrants exercised — (95,868 ) (95,868 ) Interest income — 629 629 Interest expense (241,815 ) (389,610 ) (631,425 ) Amortization of debt discount — (861,657 ) (861,657 ) Change in fair value of derivative liability — (7,041,968 ) (7,041,968 ) Foreign exchange movements (77,562 ) (97,938 ) (175,500 ) Net income (loss) before taxation (114,768 ) 3,199,760 3,084,992 Taxation — — — Net income (loss) $ (114,768 ) $ 3,199,760 $ 3,084,992 The operating assets and liabilities of the reportable segments as of December 31, 2020 is as follows: December 31, 2020 Rental Operations In-Patient services Total Purchase of fixed assets $ — $ — $ — Assets Current assets 40,912 894,241 935,153 Non-current assets 2,882,220 5,094 2,887,314 Liabilities Current liabilities (1,584,724 ) (12,280,077 ) (13,864,801 ) Non-current liabilities (4,583,765 ) — (4,583,765 ) Intercompany balances 1,287,681 (1,287,681 ) — Net liability position $ (1,957,676 ) $ (12,668,423 ) $ (14,626,099 ) |
Net (loss) income per common _2
Net (loss) income per common share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities | Schedule of Antidilutive Securities Year ended Warrants to purchase shares of common stock 623,777,506 Convertible notes 644,839,752 1,268,617,258 |
Schedule of Net (loss) income per common share | Schedule of Net (loss) income per common share Number of Per share Amount shares amount Basic earnings per share Net income per share available for common stockholders $ 3,084,992 1,594,016,327 $ 0.00 Effect of dilutive securities Warrants — 263,360,098 Convertible debt 147,058 187,996,707 Diluted earnings per share Net income per share available for common stockholders $ 3,232,050 2,045,373,732 $ 0.00 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of income taxes | Schedule of reconciliation of income taxes Year ended December 31, 2021 Year ended December 31, 2020 Tax credit at the federal and state statutory rate 478,522 857,250 Prior year over provision 250,000 — Foreign taxation (5,309 ) (56,212 ) Permanent differences (271,310 ) (1,091,032 ) Foreign tax rate differential (100 ) 1,061 Net operating loss utilized 5,594 — Valuation allowance (176,494 ) 288,933 Net future tax asset 280,903 — |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities December 31, December 31, Net operating losses Net operating loss carry forward 34,278,915 32,968,411 Prior year adjustment to opening balances — 150,639 Foreign exchange differential 8,466 48,579 Net operating loss utilized (20,719 ) — Net taxable loss 678,797 1,111,286 Valuation allowance (34,945,459 ) (34,278,915 ) Net future tax asset — — |
Summary of significant accoun_3
Summary of significant accounting policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Cash Equivalents, at Carrying Value | $ 0 | |
Accounts Receivable, after Allowance for Credit Loss, Current | $ 176,011 | 3,075 |
Working capital deficiency | 13,245,003 | |
Derivative Liability, Current | 515,901 | 4,765,387 |
Retained Earnings (Accumulated Deficit) | $ 44,103,311 | $ 42,459,781 |
Acquisition of subsidiaries (De
Acquisition of subsidiaries (Details) | Dec. 31, 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) |
Advances | (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 1) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Acquisition Of Subsidiaries | |||
Pro forma revenue | $ 1,568,071 | $ 420,996 | $ 3,024,297 |
Pro forma earnings | $ (115,142) | $ 2,142,531 | $ (1,965,484) |
Property and equipment (Details
Property and equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 3,652,731 | |
Accumulated Depreciation | (640,070) | |
Net book value | 3,012,663 | $ 2,882,220 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 169,585 | |
Accumulated Depreciation | ||
Net book value | 169,585 | 168,866 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 3,208,034 | |
Accumulated Depreciation | (611,444) | |
Net book value | 2,596,590 | 2,713,354 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 166,195 | |
Accumulated Depreciation | (12,465) | |
Net book value | 153,730 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 51,518 | |
Accumulated Depreciation | (9,378) | |
Net book value | 42,140 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 55,949 | |
Accumulated Depreciation | (6,681) | |
Net book value | 49,268 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,450 | |
Accumulated Depreciation | (100) | |
Net book value | $ 1,350 |
Property and equipment (Detai_2
Property and equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 146,360 | $ 121,276 |
Intangibles (Details)
Intangibles (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Cost | $ 1,789,903 | |
Accumulated amortization | 178,990 | |
Net book value | $ 1,610,913 |
Intangibles (Details Narrative)
Intangibles (Details Narrative) | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 178,990 |
Leases (Details)
Leases (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Non-current assets | ||
Right-of-use assets – finance leases, net of depreciation, included in Property and equipment | $ 49,268 | |
Right-of-use assets - operating leases, net of amortization | $ 1,653,816 |
Leases (Details 1)
Leases (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finance lease cost: | ||
Amortization of right-of-use assets | $ 6,681 | |
Interest expense on finance lease liabilities | 1,367 | |
Finance lease cost | 8,048 | |
Operating lease cost | 178,679 | 5,512 |
Lease cost | $ 186,727 | $ 5,512 |
Leases (Details 2)
Leases (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from finance leases | $ (1,367) | |
Operating cash flows from operating leases | (160,272) | (5,512) |
Financing cash flows from finance leases | 40,281 | |
Cash paid for amounts included in the measurement of lease liabilities | $ (121,358) | $ (5,512) |
Weighted average lease term - finance leases | 4 years and ten months | |
Weighted average remaining lease term- operating leases (in years) | 5 years and 1 months | |
Lessee, Finance Lease, Discount Rate | 6.61% | |
Operating Lease, Weighted Average Discount Rate, Percent | 4.64% |
Leases (Details 3)
Leases (Details 3) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 9,829 | |
2023 | 9,829 | |
2024 | 9,829 | |
2025 | 9,829 | |
2026 | 7,902 | |
Total undiscounted minimum future lease payments | 47,218 | |
Imputed interest | (6,937) | |
Lease liability | 40,281 | |
Current portion | 7,386 | |
Non-Current portion | $ 32,895 |
Leases (Details 4)
Leases (Details 4) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 332,073 | |
2023 | 348,677 | |
2024 | 366,110 | |
2025 | 384,416 | |
2026 | 437,407 | |
Total undiscounted minimum future lease payments | 1,868,683 | |
Imputed interest | (134,169) | |
Total operating lease liability | 1,734,514 | |
Current portion | 241,083 | |
Non-Current portion | 1,493,431 | |
Lease liability | $ 1,734,514 |
Taxes Payable (Details)
Taxes Payable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Taxes Payable | ||
Payroll taxes | $ 144,020 | $ 143,410 |
HST/GST payable | 123,134 | 73,503 |
US penalties due | 250,000 | |
Income tax payable | 391,682 | 383,364 |
Taxes Payable | $ 658,836 | $ 850,277 |
Short-term Convertible Notes (D
Short-term Convertible Notes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Principal | $ 4,660,344 | |
Interest | 693,579 | |
Debt Discount | (461,985) | |
Total | $ 4,891,938 | $ 4,200,217 |
Leonite Capital LLC [Member] | ||
Short-term Debt [Line Items] | ||
Short-term Debt, Interest Rate Increase | 8.50% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | 70,583 | |
Leonite Capital LLC 2[Member] | ||
Short-term Debt [Line Items] | ||
Short-term Debt, Interest Rate Increase | 12.00% | |
Principal | $ 278,629 | |
Interest | 36,950 | |
Debt Discount | ||
Total | $ 315,579 | 147,058 |
Maturity date | On Demand | |
First Fire Global Opportunities Fund [Member] | ||
Short-term Debt [Line Items] | ||
Short-term Debt, Interest Rate Increase | 6.50% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | 25,297 | |
Auctus Fund, LLC [Member] | ||
Short-term Debt [Line Items] | ||
Short-term Debt, Interest Rate Increase | 0.00% | |
Principal | $ 100,000 | |
Interest | ||
Debt Discount | ||
Total | $ 100,000 | 150,000 |
Auctus Fund, LLC 2[Member] | ||
Short-term Debt [Line Items] | ||
Short-term Debt, Interest Rate Increase | 10.00% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | 40,202 | |
Labrys Fund, LP [Member] | ||
Short-term Debt [Line Items] | ||
Short-term Debt, Interest Rate Increase | 12.00% | |
Principal | ||
Interest | 8,826 | |
Debt Discount | ||
Total | $ 8,826 | 26,159 |
Maturity date | November 30, 2021 | |
Labrys Fund, LP 2[Member] | ||
Short-term Debt [Line Items] | ||
Short-term Debt, Interest Rate Increase | 11.00% | |
Principal | $ 543,671 | |
Interest | ||
Debt Discount | (189,167) | |
Total | $ 354,504 | |
Maturity date | May 7, 2022 | |
Labrys Fundlp 3 [Member] | ||
Short-term Debt [Line Items] | ||
Short-term Debt, Interest Rate Increase | 11.00% | |
Principal | $ 230,000 | |
Interest | 14,899 | |
Debt Discount | (96,411) | |
Total | $ 148,488 | |
Maturity date | June 2, 2022 | |
Ed Blasiak | ||
Short-term Debt [Line Items] | ||
Short-term Debt, Interest Rate Increase | 6.50% | |
Principal | $ 55,000 | |
Interest | 4,697 | |
Debt Discount | ||
Total | $ 59,697 | 17,347 |
Maturity date | September 14, 2021 | |
Joshua Bauman | ||
Short-term Debt [Line Items] | ||
Short-term Debt, Interest Rate Increase | 6.50% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | 43,247 | |
Maturity date | September 14, 2021 | |
Joshua Bauman 2 [Member] | ||
Short-term Debt [Line Items] | ||
Short-term Debt, Interest Rate Increase | 11.00% | |
Principal | $ 150,000 | |
Interest | 3,210 | |
Debt Discount | (120,823) | |
Total | $ 32,387 | |
Maturity date | October 21, 2022 | |
Geneva Roth Remark Holdings Inc | ||
Short-term Debt [Line Items] | ||
Short-term Debt, Interest Rate Increase | 9.00% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | 19,238 | |
Maturity date | August 29, 2021 | |
Geneva Roth Remark Holdings Inc 2 | ||
Short-term Debt [Line Items] | ||
Short-term Debt, Interest Rate Increase | 9.00% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | 6,753 | |
Maturity date | October 15, 2021 | |
Geneva Roth Remark Holdings Inc 3 [Member] | ||
Short-term Debt [Line Items] | ||
Short-term Debt, Interest Rate Increase | 9.00% | |
Principal | ||
Interest | ||
Debt Discount | ||
Total | ||
Maturity date | January 3, 2022 | |
Geneva Roth Remark Holdings Inc 4 [Member] | ||
Short-term Debt [Line Items] | ||
Short-term Debt, Interest Rate Increase | 8.00% | |
Principal | $ 74,044 | |
Interest | 5,924 | |
Debt Discount | (55,584) | |
Total | $ 24,384 | |
Maturity date | October 1, 2022 | |
Series N Convertible Notes [Member] | ||
Short-term Debt [Line Items] | ||
Short-term Debt, Interest Rate Increase | 600.00% | |
Principal | $ 3,229,000 | |
Interest | 619,073 | |
Debt Discount | ||
Total | $ 3,848,073 | $ 3,654,333 |
Maturity date | On Demand |
Mortgage loans - (Details)
Mortgage loans - (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Loan Payable | $ 3,864,312 | $ 3,963,781 |
Long term portion | 3,848,077 | |
Pace Mortgage [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.20% | |
Debt Instrument, Maturity Date | Jul. 19, 2022 | |
Principal Outstanding | $ 3,858,983 | |
Accrued interest | 5,329 | |
Loan Payable | 3,864,312 | 3,963,781 |
Short term portion | 3,864,312 | 115,704 |
Long term portion | $ 3,848,077 |
Derivative liability - (Details
Derivative liability - (Details) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Calculated stock price, min | $ 0.00066 |
Calculated stock price, max | $ 0.0055 |
Expected life of convertible notes, minimum | 21 days |
Expected life of convertible notes, maximum | 60 months |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 231.30% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.01% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 80.90% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.97% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 299.10% |
Derivative liability - (Detai_2
Derivative liability - (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 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 | (145,109,526) | |
Mark-to-market adjustments on converted notes | (2,914,119) | |
Derivative liability arising from convertible notes | 190,824 | 1,129,050 |
Fair value adjustment to derivative liability | (1,526,191) | 7,258,050 |
Closing Balance | $ 515,901 | $ 4,765,387 |
Derivative liability (Details N
Derivative liability (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative Liability | ||
Derivative Liability, Current | $ 515,901 | $ 4,765,387 |
Related party transactions (Det
Related party transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Management Fee Expense | $ 60,000 | |
Shawn Leon [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Payable, Related Parties, Current | 106,100 | 322,744 |
Management Fee Expense | 259,707 | |
Eileen Greene [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Payable, Related Parties, Current | $ 1,472,215 | $ 1,558,798 |
Stockholders' deficit - (Detail
Stockholders' deficit - (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Exercise price, Beginning balance | $0.000675 to $0.12 | $0.00204 to $0.12 |
Weighted average exercise price Beginning balance | $ 0.011380 | $ 0.0044700 |
Exercise price, Granted | 0.0020500 | 0.0017357 |
Weighted average exercise price Granted | $ 0.003080 | $ 0.0017357 |
Exercise Price Adjustment due to price protection | 0.0000324 | |
Weighted average exercise price Adjustment due to price protection | $ 0.0000324 | |
Exercise price forfeited/cancelled | $0.0015 to 0.12 | 0.0300000 |
Weighted average exercise price Forfeited/cancelled | $ 0.039029 | $ 0.0300000 |
Exercise price Granted in terms of debt extinguishment | 0.000675 | |
Weighted average exercise price Granted in terms of debt extinguishment | $ 0.0006750 | |
Exercise price Cancelled as part of debt extinguishment | 0.0000324 | |
Weighted average exercise price Cancelled as part of debt extinguishment | $ 0.0000324 | |
Exercise Price Exercised | $0.00150 to $0.00205 | 0.0004 |
Weighted average exercise price Exercised | $ 0.003291 | $ 0.0004000 |
Exercise price ending balance | $0.000675 to $0.12 | |
Weighted average exercise price Ending balance | $ 0.0052875 | $ 0.011380 |
Warrants | ||
Class of Warrant or Right [Line Items] | ||
Beginning balance, warrants | 615,561,379 | 2,566,101,248 |
Warrants Granted, shares | 471,010,103 | 233,333,332 |
Warrant Adjustment due to price protection, shares | 152,017,272,726 | |
Warrants Forfeited/cancelled, shares | (101,682,866) | (2,366,666) |
Granted in terms of debt extinguishment | 326,286,847 | |
Cancelled as part of debt extinguishment | (154,300,675,861) | |
Warrant Exercised, shares | (361,111,110) | (224,390,247) |
Ending Balance, warrants | 623,777,506 | 615,561,379 |
Schedule of assumption (Details
Schedule of assumption (Details) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.36% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 0.80% |
Expected life of warrants | 60 months |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 221.17% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 231.30% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Maximum [Member] | |
Sale of Stock, Price Per Share | $ 0.00205 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 299.10% |
Minimum [Member] | |
Sale of Stock, Price Per Share | $ 0.0060 |
Summarizes information about wa
Summarizes information about warrants outstanding (Details) | Dec. 31, 2021$ / sharesshares |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding | 623,777,506 |
Warrants and Rights Outstanding, Term | 3 years 7 months 20 days |
Warrants exercisable | 623,777,506 |
Weighted average exercise price, Warrants outstanding | $ / shares | $ 0.0052875 |
Weighted average exercise price, Warrants exercisable | $ / shares | $ 0.0052875 |
Excercise 1 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding | 326,286,847 |
Warrants and Rights Outstanding, Term | 3 years 6 months 10 days |
Warrants exercisable | 326,286,847 |
Excercise 2 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding | 276,565,659 |
Warrants and Rights Outstanding, Term | 4 years 3 days |
Warrants exercisable | 276,565,659 |
Excercise 3 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding | 20,925,000 |
Warrants and Rights Outstanding, Term | 3 months 29 days |
Warrants exercisable | 20,925,000 |
Segment information (Details)
Segment information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 1,942,588 | $ 338,996 |
Operating income (loss) | 2,105 | (163,344) |
Other (expense) income | ||
Forgiveness of government relief loan | 156,782 | |
Loss on advance | 120,000 | |
Amortization of debt discount | 1,965,551 | 861,657 |
Foreign exchange movements | (34,301) | (175,500) |
Assets | ||
Current assets | 271,799 | 935,152 |
Non-current assets | 6,282,507 | 2,887,314 |
Liabilities | ||
Current liabilities | (13,516,802) | (13,864,800) |
Loss on debt conversion | 12,601,823 | |
Warrants exercised | 95,868 | |
Current liabilities | 13,516,802 | 13,864,800 |
Rental Operations [Member] | ||
Revenue | 374,517 | 338,996 |
Operating expenditure | 128,183 | (134,387) |
Operating income (loss) | 246,334 | 204,609 |
Other (expense) income | ||
Other income | ||
Forgiveness of government relief loan | ||
Loss on advance | ||
Fair value of warrants granted to convertible debt holders | ||
Penalty on convertible debt | ||
Interest expense | (230,868) | 241,815 |
Amortization of debt discount | ||
Derivative liability movement | ||
Foreign exchange movements | (16,150) | (77,562) |
Net loss before taxes | (684) | |
Taxation | ||
Net income (loss) | (684) | (114,768) |
Purchase of fixed assets | ||
Assets | ||
Current assets | 1,373 | 40,912 |
Non-current assets | 2,766,175 | 2,882,220 |
Liabilities | ||
Current liabilities | 5,401,423 | 1,584,724 |
Non-current liabilities | (693,502) | (4,583,765) |
Mandatory redeemable preferred shares | ||
Intercompany balances | 1,284,967 | 1,287,681 |
Net liability position | (2,042,410) | (1,957,676) |
Gain on extinguishment of debt | ||
Gain on sale of assets | ||
Loss on debt conversion | ||
Warrants exercised | ||
Interest income | ||
Change in fair value of derivative liability | ||
Net income (loss) before taxation | (114,768) | |
Current liabilities | (5,401,423) | (1,584,724) |
In Patient Services [Member] | ||
Revenue | 1,568,071 | |
Operating expenditure | 1,812,300 | (367,953) |
Operating income (loss) | (244,229) | (367,953) |
Other (expense) income | ||
Other income | 273,373 | 1,183 |
Forgiveness of government relief loan | 156,782 | |
Loss on advance | (120,000) | |
Fair value of warrants granted to convertible debt holders | (854,140) | |
Penalty on convertible debt | (9,240) | |
Interest expense | (598,657) | 389,610 |
Amortization of debt discount | (1,965,551) | (861,657) |
Derivative liability movement | 1,526,191 | |
Foreign exchange movements | (18,151) | (97,938) |
Net loss before taxes | (1,853,622) | |
Taxation | 280,903 | |
Net income (loss) | (1,572,719) | 3,199,760 |
Purchase of fixed assets | 132,832 | |
Assets | ||
Current assets | 270,426 | 894,241 |
Non-current assets | 3,516,332 | 5,094 |
Liabilities | ||
Current liabilities | 8,115,379 | 12,280,077 |
Non-current liabilities | (1,799,383) | |
Mandatory redeemable preferred shares | (400,000) | |
Intercompany balances | (1,284,967) | (1,287,681) |
Net liability position | (7,812,971) | (12,668,423) |
Gain on extinguishment of debt | 12,601,823 | |
Gain on sale of assets | 36,470 | |
Loss on debt conversion | (585,351) | |
Warrants exercised | (95,868) | |
Interest income | 629 | |
Change in fair value of derivative liability | (7,041,968) | |
Net income (loss) before taxation | 3,199,760 | |
Current liabilities | (8,115,379) | (12,280,077) |
Total [Member] | ||
Revenue | 1,942,588 | 338,996 |
Operating expenditure | 1,940,483 | (502,340) |
Operating income (loss) | 2,105 | (163,344) |
Other (expense) income | ||
Other income | 273,373 | 1,183 |
Forgiveness of government relief loan | 156,782 | |
Loss on advance | (120,000) | |
Fair value of warrants granted to convertible debt holders | (854,140) | |
Penalty on convertible debt | (9,240) | |
Interest expense | (829,525) | 631,425 |
Amortization of debt discount | (1,965,551) | (861,657) |
Derivative liability movement | 1,526,191 | |
Foreign exchange movements | (34,301) | (175,500) |
Net loss before taxes | (1,854,306) | |
Taxation | 280,903 | |
Net income (loss) | (1,573,403) | 3,084,992 |
Purchase of fixed assets | 132,832 | |
Assets | ||
Current assets | 271,799 | 935,153 |
Non-current assets | 6,282,507 | 2,887,314 |
Liabilities | ||
Current liabilities | 13,516,802 | 13,864,801 |
Non-current liabilities | (2,492,885) | (4,583,765) |
Mandatory redeemable preferred shares | (400,000) | |
Intercompany balances | ||
Net liability position | (9,855,381) | (14,626,099) |
Gain on extinguishment of debt | 12,601,823 | |
Gain on sale of assets | 36,470 | |
Loss on debt conversion | (585,351) | |
Warrants exercised | (95,868) | |
Interest income | 629 | |
Change in fair value of derivative liability | (7,041,968) | |
Net income (loss) before taxation | 3,084,992 | |
Current liabilities | $ (13,516,802) | $ (13,864,801) |
Net (loss) income per common _3
Net (loss) income per common share (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Earnings Per Share [Abstract] | |
Warrants to purchase shares of common stock | 623,777,506 |
Convertible notes | 644,839,752 |
Total | 1,268,617,258 |
Net (loss) income per common _4
Net (loss) income per common share (Details 1) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Earnings Per Share [Abstract] | |
Net income per share available for common stockholders | $ | $ 3,084,992 |
Net income per share available for common stockholders | shares | 1,594,016,327 |
Net income per share available for common stockholders | $ / shares | $ 0 |
Warrants | $ | |
Warrants Shares | shares | 263,360,098 |
Convertible debt | $ | $ 147,058 |
Convertible debt shares | shares | 187,996,707 |
Net income per share available for common stockholders | $ | $ 3,232,050 |
Net income per share available for common stockholders shares | shares | 2,045,373,732 |
Net income per share available for common stockholders | $ / shares | $ 0 |
Income taxes - (Details)
Income taxes - (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Tax credit at the federal and state statutory rate | $ 478,522 | $ 857,250 |
Prior year over provision | 250,000 | |
Foreign taxation | (5,309) | (56,212) |
Permanent differences | (271,310) | (1,091,032) |
Foreign tax rate differential | (100) | 1,061 |
Net operating loss utilized | 5,594 | |
Valuation allowance | (176,494) | 288,933 |
Net future tax asset | $ 280,903 |
Income taxes - (Details 1)
Income taxes - (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 34,278,915 | $ 32,968,411 |
Prior year adjustment to opening balances | 150,639 | |
Foreign exchange differential | 8,466 | 48,579 |
Net operating loss utilized | (20,719) | |
Net taxable loss | 678,797 | 1,111,286 |
Valuation allowance | (34,945,459) | (34,278,915) |
Net future tax asset |