10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: June 30, 2014

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934  

For the Transition Period from ___________ to____________

Commission File Number: 000-15078

GREENESTONE HEALTHCARE CORP.

(Exact name of registrant as specified in its charter)

Colorado	84-1227328
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

5734 Yonge Street, Suite 300

North York, Ontario, Canada M2M 4E7

(Address of principal executive offices and zip code)

(416) 222-5501

(Registrant’s telephone number, including area code)

Prepared by:

Sunny J. Barkats, Esq.

18 East 41 ^st Street, 14^th Floor

New York, NY 10017

Tel (646) 502-7001

Fax (646) 607-5544

www.JSBarkats.com

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ] 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.

Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

As of August 12, 2014, there were 47,343,055 shares outstanding of the registrant’s common stock.

2

	TABLE OF CONTENTS
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	4-23
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	21-28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	29
Item 4.	Controls and Procedures.	29
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	30
Item 1A.	Risk Factors.	30
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	30
Item 3	Defaults Upon Senior Securities.	30
Item 4.	Mine Safety Disclosures.	30
Item 5.	Other Information.	30
Item 6.	Exhibits.	31
Signatures		32

3

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

GREENESTONE HEALTHCARE CORPORATION

FOR THE SIX MONTHS ENDED JUNE 30, 2014

(Stated in U.S. $)

CONTENTS

	Page
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013	F-1
Consolidated Statement of Operations for the three and six months ended June 30, 2014 and 2013	F-2
Consolidated Statement of Cash Flows for the six months ended June 30, 2014 and 2013	F-3
Notes to the Consolidated Interim Financial Statements	F-4 - F-16

Table of Contents 4

Greenestone Healthcare Corporation

Consolidated Balance Sheets (Unaudited)

As at June 30, 2014

	June 30, 2014			December 31, 2013
	(Unaudited)
CURRENT ASSETS
Cash	$	27,562		$	—
Accounts receivable (note 6)		396,337			440,918
Prepaid expenses		103,762			109,854
Inventory		31,897			12,548
Total Current Assets		559,558			563,320
Cash – Restricted (note 3e)		93,480			94,020
Fixed assets (note 7,9)		524,886			536,124
Total Assets	$	1,177,924		$	1,193,464
CURRENT LIABILITIES
Bank overdraft	$	—		$	126,073
Accounts payable and accrued liabilities		595,275			703,918
Harmonized sales tax payable		624,223			594,120
Withholding taxes payable		2,008,965			1,796,655
Deferred revenue		110,126			107,477
Convertible notes payable (note 8)		—			246,612
Current portion of loan payable (note 9)		8,086			7,953
Short term loan (note 10)		93,689			64,541
Related party notes (note 11)		597,412			622,356
Total Current Liabilities		4,037,776			4,269,705
Loan payable (note 9)		24,200			28,452
Total Liabilities		4,061,976			4,298,157
STOCKHOLDERS' DEFICIT
Common stock; $0.01 par value, 500,000,000 shares authorized; 47,343,055 and 41,065,564, shares issued and outstanding as of June 30, 2014 and December 31, 2013 respectively (note 12)		473,431			410,656
Additional paid-in capital		8,738,070			8,155,474
Accumulated other comprehensive income		271,509			264,135
Accumulated deficit		(12,367,062	)		(11,934,958	)
Total Stockholders' Deficit		(2,884,052	)		(3,104,693	)
Total Liabilities and Stockholders' Deficit	$	1,177,924		$	1,193,464
COMMITMENTS (note 13)

 The accompanying notes are an integral part of the unaudited consolidated interim financial statements

Table of Contents F-1

Greenestone Healthcare Corporation

Consolidated Interim Statements of Operations (Unaudited)

	For the three months						For the six months
	period ended June 30						period ended June 30
	2014			2013			2014			2013
Revenues (note 6)	$	1,641,094		$	1,528,944		$	2,779,072		$	2,973,268
Cost of services provided		358,419			340,220			646,893			633,543
Gross margin		1,282,674			1,188,724			2,132,178			2,339,725
Operating expenses
Continuing education		345			—			343			—
Depreciation		35,040			—			69,637			—
Bad debt expense		(9,831	)		45,213-			(11,182	)		89,477
General and administrative		161,763			151,142			325,041			295,232
Management fees (note 11)		22,933			48,850			77,223			98,420
Meals and entertainment		109			174			145			1,262
Medical records		—			—			—			—
Professional fees		20,844			161,962			83,374			263,035
Rent (note 11)		161,804			252,638			421,699			502,727
Salaries and wages		684,743			745,013			1,393,975			1,563,026
Subcontract fees		—			7			—			—
Supplies		86,597			91,890			163,898			155,622
Travel		7,519			9,940			11,881			20,380
Total operating expenses		1,171,866			1,506,829			2,536,033			2,989,181
Operating income ( loss )		110,808			(318,105	)		(403,855	)		(649,456	)
Other income (expense)
Interest expense		(8,347	)		(32,170	)		(28,248	)		(53,229	)
Net income (loss)		102,461			(350,275	)		(432,104	)		(702,685	)
Accumulated other comprehensive loss
Foreign currency translation adjustment		(98,303	)		108,837			7,353			181,906
Total comprehensive income (loss)	$	4,158		$	(241,438	)	$	(424,731	)	$	(520,779	)
Basic and diluted loss per common share		0.00			(0.01	)		(0.01	)		(0.02	)
Weighted average outstanding		47,304,160			31,327,064			46,651,173			29,451,837

  The accompanying notes are an integral part of the unaudited consolidated interim financial statements

Table of Contents F-2

Greenstone Healthcare Corporation

Consolidated Interim Statements of Cash Flows (Unaudited)

		For the six month period ended
				June 30,
		2014				2013
Operating activities
Net loss	$	(432,104	)		$	(702,685	)
Depreciation		69,637				89,477
		(362,467	)			(613,208	)
Changes in operating assets and liabilities
Accounts receivable		44,581				(50,388	)
Harmonized sales tax		30,103				101,068
Prepaid expenses		6,091				10,535
Inventory		(19,349	)			6,704
Accounts payable and accrued liabilities		(108,643	)			143,318
Accrued interest		13,689				—
Withholding taxes payable		212,310				235,833
Deferred revenue		2,651				(55,407	)
Net cash used in operating activities		(181,033	)			(221,544	)
Investing activities
Purchase of fixed assets		(58,399	)			1,055
Net cash used in investing activities		(58,399	)			1,055
Financing activities
Change in restricted cash		540				(6,343	)
Repayment of loan payable		(4,120	)			—
Proceeds from convertible notes payable		80,000
Proceeds from the sale of common stock		382,502				23,939
Proceeds (Repayment) from related party notes		(73,228	)			193,847
Net cash provided by financing activities		385,694				211,444
Effect of exchange rate on cash		7,373				181,906
Net change in cash		153,635				172,861
Beginning cash balance (deficiency)		(126,073	)			(70,803	)
Ending cash balance ( Including restricted )	$	27,562			$	102,058
Supplemental cash flow information
Cash paid for interest	$	28,248			$	85,252
Cash paid for income taxes	$	—			$	—
Supplemental Schedules of Noncash investing and financing activities
Common stock issued as a result of conversion of convertible notes payable	$	262,869			$	961,636

The accompanying notes are an integral part of the unaudited consolidated financial statements

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Notes to Consolidated Interim Financial Statements

1. Nature of business

GreeneStone Healthcare Corporation (the “Company”) was incorporated under the laws of the state of Colorado, USA, on April 1, 1993. Effective May 2012, the Company changed its corporate name to GreeneStone Healthcare Corporation from Nova Natural Resources Corporation. As at June 30, 2014, the Company owns 100% of the outstanding shares of each of 1816191 Ontario Limited and Greenestone Clinic Muskoka Inc., both of which were incorporated in 2010 under the laws of the province of Ontario, Canada. 1816191 Ontario Limited and Greenestone Clinic Muskoka Inc. provide medical services to various patients in clinics located in two regions in Ontario, Canada; the city of Toronto and the regional municipality of Muskoka. 

TheaccompanyingunauditedConsolidatedinterimfinancialstatementshavebeenpreparedinaccordancewith accountingprinciplesgenerallyacceptedintheUnitedStatesofAmericaforinterimconsolidatedfinancialinformation andRule8-03ofRegulationS-X.Accordingly,theseconsolidatedinterimfinancialstatementsdonotincludeallofthe informationanddisclosuresrequiredbyaccountingprinciplesgenerallyacceptedintheUnitedStatesofAmericafor completefinancialstatements.

Alladjustments(consistingofnormalrecurringadjustments)considerednecessaryforafairpresentationhavebeenincludedintheseunauditedconsolidatedinterimfinancialstatements.Operatingresultsforthesixmonthperiod presentedarenotnecessarilyindicativeoftheresultsthatmaybeexpectedforanyotherinterimperiodorforthefull year.ThebalancesheetatDecember31,2013hasbeenderivedfromauditedfinancialstatements.Theunaudited consolidatedinterimfinancialstatementsshouldbereadinconjunctionwiththeconsolidatedfinancialstatementsand footnotestheretofortheyearendedDecember31,2013.

2. Going concern

The Company’s consolidated interim financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. As at June 30, 2014 the Company has a working capital deficiency of $3,478,218 and accumulated deficit of $12,367,062. 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. 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 interim financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.

3. Significant accounting policies

The accounting policies of the Company are in accordance with US GAAP applied on a basis consistent with that of the preceding year. Outlined below are those policies considered particularly significant.

a) Principals of consolidation and foreign currency translation

The accompanying consolidated interim financial statements include the accounts of the Company, its two subsidiaries, as noted in note 1. All inter-company transactions and balances have been eliminated on consolidation.

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:

i)	Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.
ii)	Equity at historical rates.
iii)	Revenue and expense items at the average rate of exchange prevailing during the period.

Table of Contents F-4

3. Significant accounting policies (cont’d)

a) Principals of consolidation and foreign currency translation (cont’d) 

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ deficit as a component of accumulated other comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss).

For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.

Therelevanttranslationratesareasfollows:Forthesixmonthperiod endedJune30,2013closingrateat .9508 S$:CAN$,averagerateat .9842 US$:CAN$andforthesixmonthperiodendedJune30,2014closingrateat .9348 US$:CAN$,averagerateat.9115 US$:CAN$.

b) Revenue recognition

The Company recognizes revenue from the rendering of services when they are earned; specifically when all of the following conditions are met:

· the significant risks and rewards of ownership are transferred to customers and the Company retains neither continuing involvement nor effective control;

· there is clear evidence that an arrangement exists;

· the amount of revenue and related costs can be measured reliably; and

· it is probable that the economic benefits associated with the transaction will flow to the Company.

In particular, the Company recognizes:

· Fees for gastrointestinal clinical services, out-patient counseling, coaching, intervention, psychological assessments and other related services when patients receive the service; and

· Fees for in-patient addiction treatments proportionately over the term of the patient’s treatment.

Deferred revenue represents monies deposited by the patients for future services to be provided by the Company. Such monies will be recognized into revenue as the patient progresses through their treatment term.

c) Use of estimates

The preparation of consolidated interim financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the recognition, measurement and disclosure of amounts reported in the consolidated interim financial statements and accompanying notes. The reported amounts, including depreciation, allowance for doubtful accounts, inventory, accounts payable and accrued liabilities and note disclosures are determined using management's best estimates based on assumptions that reflect the most probable set of economic conditions and planned courses of action. Actual results will differ from such estimates.

d) Non-monetary transactions

The Company’s policy is to measure an asset exchanged or transferred in a non-monetary transaction at the more reliable measurement of the fair value of the asset given up and the fair value of the asset received, unless:

Table of Contents F-5

3. Significant accounting policies (cont’d)

d) Non-monetary transactions (cont’d)

i)	The transaction lacks commercial substance;
ii)	The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange;
iii)	Neither the fair value of the asset received nor the fair value of the asset given up is reliably measurable; or
iv)	The transaction is a non-monetary, non-reciprocal transfer to owners that represents a spin-off or other form of restructuring or liquidation.

e) Cash

The Company's policy is to disclose bank balances under cash, including bank overdrafts with balances that fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition.

The Company has $93,480 in restricted cash held by their bank to cover against the possibility of services not performed.

f) Accounts receivable

TheCompanyprovidesanallowancefordoubtfulaccountsequaltotheestimateduncollectibleamounts.TheCompany'sestimateisbasedonhistoricalcollectionexperienceandareviewofthecurrentstatusoftradeaccountsreceivable.ItisreasonablypossiblethattheCompany's estimateoftheallowancefordoubtfulaccountswillchange.AtJune30,2014 andDecember31,2013,theCompanyhas$16,946 and $ 28,578 of allowance for doubtful accounts, respectively.

g) Inventory

Inventory is valued at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

h) Financial instruments

The Company initially measures its financial assets and liabilities at fair value, except for certain non-arm's length transactions. The Company subsequently measures all its financial assets and financial liabilities at amortized cost.

Financial assets measured at amortized cost include cash and accounts receivable.

Financial liabilities measured at amortized cost include bank indebtedness, accounts payable and accrued liabilities, harmonized sales tax payable, withholding taxes payable, convertible notes payable, loan 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.

Table of Contents F-6

3. Significant accounting policies (cont’d)

h) Financial instruments (cont’d)

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 does not have assets or liabilities measured at fair value on a recurring basis at June 30, 2014. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis during the six month period ended June 30, 2014.

i) Fixed assets

Fixed assets are recorded at cost. Depreciation is calculated on the declining balance method at the following annual rates:

Computer Equipment	30	%
Computer Software	100	%
Furniture and Equipment	30	%
Medical Equipment	25	%
Vehicles	30	%

Leasehold improvements are depreciated using the straight-line method over the term of the lease. Half rates are used for all fixed assets in the year of acquisition.

j) Leases

Leases are classified as either capital or operating leases.  Leases that transfer substantially all of the benefits and inherent risks of ownership of property to the Company are accounted for as capital leases.  At the time a capital lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing.  Equipment recorded under capital leases is amortized on the same basis as described above.  Payments under operating leases are expensed as incurred.

k) Income taxes

The Company uses the future income tax method to account for income taxes. Under this method, future income tax assets and liabilities are determined based on the difference between the carrying value and the tax basis of the assets and liabilities. Any change in the net amount of future income tax assets and liabilities is included in income. Future income tax assets and liabilities are determined based on enacted or substantively enacted tax rates and laws which are expected to apply to the Company's taxable income for the periods in which the assets and liabilities will be recovered. Future income tax assets are recognized when it is more likely than not that they will be realized.

Table of Contents F-7

3. Significant accounting policies (cont’d)

l) Earnings per share information

FASB ASC 260-10, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Theeffectofcomputingdilutedloss pershareisanti-dilutiveand,assuch,basicanddilutedlosspershareisthesameforthesixmonthsendedJune30,2014andthreeandsixmonthsendedJune30,2013.

Basic and diluted income per share was the same, at three months ended June 2014, as there were no common share equivalents outstanding.

m) Share based expenses

ASC 718-10 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments awarded to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights that may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

4. Recently adopted accounting pronouncements

The company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not expect the future adoption of any such pronouncements to have a significant impact on the results of operations, financial condition or cash flow.

5. Financial instruments

The Company is exposed to various risks through its financial instruments. The following analysis provides a measure of the Company's risk exposure and concentrations at the balance sheet date, June 30, 2014.

Table of Contents F-8

5. Financial instruments (cont’d)

(a) 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.

With respect to accounts receivable of $396,336 (December 31, 2013: $440,918), the Company receives most of its revenues in 1816191 Ontario Inc. from the Ontario Ministry of Health and Long-Term Care, a provincially regulated program (note 6). The Company performs frequent reviews of billing reports submitted to the Ontario Ministry of Health and Long-Term Care, to ensure accuracy and filing on a timely basis. Allowances are provided for potential losses that have been incurred at the balance sheet date.

Credit risk associated with accounts receivable of Greenestone Clinic Muskoka Inc. is mitigated due to balances from many customers, as well as through credit checks and frequent reviews of receivables to ensure timely collection. In addition, there is no concentration risk with the Greenestone Clinic Muskoka Inc. accounts receivable balance since balances are due from many customers.

In the opinion of management, credit risk with respect to accounts receivable is assessed as low, not material and remains unchanged from the prior year.

(b) 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 $3,478,218 and accumulated deficit of $12,367,062. As disclosed in note 2, the Company will be dependent upon the raising of additional capital in order to implement its business plan. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. In the opinion of management, liquidity risk is assessed as high, material and remains unchanged from the prior year.

In the opinion of management, liquidity risk associated with bank overdraft of $0 (December 31, 2013: $126,073) is assessed as low, with zero bank indebtedness at June 30, 2014. The Company ensures that financial liabilities are placed with a financial institution with a high credit rating in order to mitigate the risk. There is a concentration risk associated with the bank indebtedness since the Company uses one financial institution.

(c) 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.

Table of Contents F-9

5. Financial instruments (cont’d)

i. 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 not exposed to interest rate risk on its bank indebtedness as there is a balance of $0 at June 30, 2014. This liability is based on floating rates of interest that have been stable during the current reporting period. In the opinion of management, interest rate risk is assessed as low, not material and remains unchanged from the prior year.

ii. 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 its subsidiaries operate in Canada and are subject to fluctuations in the Canadian dollar. Most of the Company’s financial assets and liabilities are denominated in Canadian dollars. Based on the net exposures at June 30, 2014, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $21,000 increase or decrease in the Company’s after-tax net loss, respectively. The Company has not entered into any hedging agreements to mediate this risk. In the opinion of management, currency risk is assessed as low, material and remains unchanged from the prior year.

iii. 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.

6. Accounts receivable

The consolidated accounts receivable balance consists primarily of amounts due from the following parties:

	June 30, 2014			December 31, 2013
The Ontario Ministry of Health and Long-Term Care	$	281,426		$	246,415
Treatment program		105,360			134,291
Outpatient Services		26,497			88,790
Allowance for doubtful accounts		(16,946	)		(28,578	)
	$	396,337		$	440,918

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6. Accounts receivable (cont’d)

The Company is economically dependent on and earns a significant portion of revenues from the Ontario Ministry of Health for its ability to carry out its normal activities. These revenues account for 41% of the Company’s consolidated revenue in the six month period ending June 30, 2014 (December 31, 2013: 38%).

7. Fixed assets    

		Cost		Accumulated Amortization		June 30, 2014		December 31, 2013
Computer equipment	$	21,327	$	11,931	$	$9,396	$	11,118
Computer software		25,763		25,763		-		—
Furniture and equipment		412,121		247,668		164,453		198,236
Medical equipment		421,647		223,895		197,752		152,095
Vehicles		67,187		28,718		38,469		45,520
Leasehold improvements		202,223		87,407		114,816		129,155
	$	1,150,269	$	625,382	$	$524,886	$	536,124

8. Convertible notes payable

The company has no convertible notes outstanding at June 30, 2014. During the 6 month period to June 30, 2014 $ 198,328 in notes were converted into 731,449 common shares at set rates as indicated by individual note. There was $ 48,284 in a note payable at December 31, 2013 that was reclassified to a related party payable account.

On June 30, 2014 convertible debentures totaling $93,480 had matured and were to be converted to restricted shares. This is dependent on a Directors Resolution being issued by the Company. As of the date of our report a Directors Resolution had not been formally issued. The Board of Directors has indicated that in due time they will pass the resolution. Since the convertible debentures include an automatic conversion on maturity feature, and to accurately reflect the maturity of the debt and conversion to shares as of June 30, 2014, the financial information presented in these consolidated interim financial statements has treated the debt of $93,480 as matured and converted into restricted shares totaling 208,151.

9. Loan payable

The Company has an automobile loan payable bearing interest at 4.49% with blended monthly payments of $835 that matures March 2018. The loan is secured by the vehicle with a net book value as at June 30, 2014 of $26,625. Estimated principal re-payments to December 31 ^st are as follows:

2015	$	8,086
2016		8,457
2017		8,845
Thereafter		6,898
	$	32,286

10. Short term convertible note payable

The company has one short term loan agreement during the period totalling $93,689. During the 6 months to June 30, 2014, an amount of $ 64,541 was converted into 1,045,099 common shares. And a further loan of $ 80,000 with interest accrued of $ 13,689 represents the current balance of $93,689.

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Loan is with JMJ Financial in the amount of $93,689 with an interest rate of 12%. The lender has the right, at any time after 180 days from effective date to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock, based on the average of the two lowest closing prices during the 22 days prior start of conversion period.

 11. Related party transactions

A portion of related party notes at June 30, 2014 is due to Greenestone Clinic Inc. in the amount of $273,195 ( December 31, 2013: $413,078). The Company is related to Greenestone Clinic Inc. as it is controlled by one of the Company’s directors. The balance owing is interest bearing, not secured and has no specified terms of repayment.

The other portion of related party notes at June 30, 2014 is due to Dr. Jay Parekh in the amount of $324,216 ( December 31, 2013: $224,269). He is a shareholder of the company and a director of the subsidiary clinic. The amount due in related party fees is non-interest bearing and has no specified terms of repayment.

The Company had management fees totaling $77,223 during the six month period ended June 30, 2014 (June 30, 2013: $98,420) to the director ( Greenestone Clinic Inc. ) for services which are included in management fees. During the three month period ended June 30, 2014 the company had management fees totalling $ 22,933 ( June 30, 2013 : $ 48,850 )

The Company entered into an agreement to lease premises from Cranberry Cove Holdings Ltd. at market terms. During the six month period ended June 30, 2014, the Company had rent expense of $232,432 (June 30, 2013: $272,623) to Cranberry Cove Holdings Ltd. Cranberry Cove Holdings Ltd. is related to the Company by virtue of its shareholder being a director of the Company. During the three month period ended June 30, 2014 the company had rent expense of $ 82,557 ( June 30, 2013 : $ 141,665 )

All related party transactions occur in the normal course of operations and are measured at the exchange amount, as agreed upon by the related parties.

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12. Stockholders’ deficit

Authorized common shares

On June 30, 2012, the Company filed a Certificate of Amendment with the Colorado Secretary of State to increase the aggregate number of shares which the Company has authority to issue to one hundred million (100,000,000) common shares, issued at $0.01 par value per share from 50,000,000 common shares with par value at $0.01. The amendment was approved by the Colorado Secretary of State in May 2012.

On March 25, 2013 the Company filed a certificate of Amendment with the Colorado Secretary of State to increase the aggregate number of shares which the Company has the authority to issue to five hundred million (500,000,000) common shares, issued at $0.01 par value per share from 100,000,000 common shares with par value at $0.01, to authorize three million (3,000,000) series A convertible preferred shares, par value of $1.00 per share, and to the authorize ten million (10,000,000) series B convertible preferred shares, par value $0.01 per share. Each series B convertible preferred shares is convertible into 10 Common shares. The amendment was approved by the Colorado Secretary of State on March 26, 2013.

Issued common shares

The Company has a total of 47,343,055 issued and outstanding common shares as at June 30, 2014. At December 31, 2013 to the Company had 41,065,544 issued and outstanding common shares.

The Company issued 1,777,440 shares of its common stock to satisfy its obligations under an aggregate principal of $ 262,869 of convertible promissory notes for the six month period ended June 30, 2014.

The company issued 4,500,000 shares of its common stock for cash of $ 382,500 during the six month period ended June 30, 2014.

Warrants Issued

The company had a private placement in the 1st quarter of 2014 that included warrants. A total of 6,000,000 warrants were issued January 16, 2014 that can be exercised on a one for one basis for shares for a 3 year term from issue date at .15 cents a share.

13. Commitments

The Company is committed under three non-cancellable operating lease agreements for rental of premises. The rental of premise agreement for the subsidiary, 1816191 Ontario Inc. which expires July 2018 and the premise agreements for the subsidiary, Greenestone Clinic Muskoka Inc. which expires March 2019.

Future minimum annual payment requirements are as follows:

2015	$	437,945
2016		477,954
2017		495,011
2018		502,970
2019		357,237
	$	2,271,117

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14. Income taxes

Current or future U.S. federal income tax provision or benefits have not been provided for any of the periods presented because the Company has experienced operating losses since inception. Under ASC 740 “Income Taxes,” when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. The Company has provided a full valuation allowance on the net future tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that they will not earn income sufficient to realize the future tax assets during the carry forward period.

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the six month period ended June 30, 2014, applicable under ASC 740. As a result of the adoption of ASC 740, the Company did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet.

The components of the Company’s future tax asset as at June 30, 2014 and December 31, 2013 are as follows:

	June 30, 2014			December 31, 2013
Net operating loss carry forward	$	12,367,062		$	11,934,958
Valuation allowance		(12,367,062	)		(11,934,958	)
Net future tax asset	$	—		$	—

A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows:

	June 30, 2014			December 31, 2013
Tax at statutory rate	$	35,861		$	570,870
Valuation allowance		(35,861	)		(570,870	)
Net future tax asset	$	—		$	—

The Company did not pay any income taxes during the six month period ended June 30, 2014 and the year ended December 31, 2013.

The net federal operating loss carry forwards will expire in 2024 through 2034. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

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15. Management of capital

The Company’s objectives of capital management are to safeguard its ability to support the Company’s normal operating requirements on an ongoing basis. The Company defines capital as the total of its total assets less total liabilities.

The Company manages its capital structure and makes adjustments in light of changes in its economic environment and the risk characteristics of the Company’s assets. To effectively manage the Company’s capital requirements, the Company has in place a planning, budgeting and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. The Company is dependent upon the raising of additional capital through placement of common shares, and, or debt financing to support its normal operating requirements. 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. As at June 30, 2014 there was no externally imposed capital requirement to which the Company is subject and with which the Company has not complied.

16. Segmented information

The Company has two reportable segments: gastrointestinal clinical services and addiction and rehabilitation treatments. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (note 3). The Company evaluates performance based on profit or loss from operations before income taxes not including non-recurring gains and losses and foreign exchange gains and losses. The Company’s reportable segments are strategic business units that offer different services. They are managed separately because each business requires different technology, specialists and marketing strategies.

 For the six month period ended June 30, 2014

		Gastrointestinal Clinical Services			Addiction and Rehabilitation Treatments			Other Segments			Total
Revenues from external customers	$	1,163,253		$	1,615,818		$	—		$	2,779,072
Depreciation of fixed assets		28,494			41,143			—			69,637
Interest expense		6,620			7,939			13,689			28,248
Segment loss		(106,921	)		(223,695	)		(101,488	)		(432,105	)
Segment assets		656,727			521,148			49			1,177,923

For the three month period ended June 30, 2014

		Gastrointestinal Clinical Services			Addiction and Rehabilitation Treatments			Other Segments			Total
Revenues from external customers	$	635,536		$	1,005,557		$	—		$	1,641,093
Depreciation of fixed assets		14,338			20,702			—			35,040
Interest expense		3,987			(9,329	)		13,689			8,347
Segment profit ( loss )		(58,280	)		184,932			(24,311	)		102,341
Segment assets		656,727			521,148			49			1,177,923

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17. Subsequent events

 On July 11, 2014 Greenestone Healthcare Corporation entered into a non-binding Exclusive Letter of Intent with Gordon Hay, Venture Academy Inc. and Venture Academy Ontario, Inc. The transaction is for the purchase of the assets and business known as Venture Academy in Ontario and British Columbia.

As provided in the LOI, the Registrant believes that the enterprise value of the Asset to be $3,700,000.000 CAD (three million seven hundred thousand Canadian dollars), which today’s rate of 1 CAD to 0.93 USD is $ 3,439,428.98 USD (three million four hundred thirty-nine thousand four hundred twenty-eight dollars and ninety-eight cents in USD), on a cash basis, debt free. The Purchase Price shall be subject to an adjustment based on the amount by which the Net Working Capital is less than zero.

As per the terms of the LOI the Purchase Price may be paid by the way of $3,000,000.00 CAD (three million Canadian dollars), which is $2,788,726.20 USD (two million seven hundred eighty-eight thousand seven hundred twenty-six dollars and twenty cents in USD) in cash and $700,000.00 CAD (seven-hundred thousand Canadian dollars), which is $ 650,702.78 USD (six hundred fifty thousand seven hundred and two dollars in USD) by way of a two year secured convertible note to be bearing interest at 4% and secured against the Menesing Ontario property. The Note shall be convertible into shares of the Registrant at a price to be determined and defined in the definitive agreements to be completed.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This quarterly report on Form 10-Q and other reports filed by Greenestone Healthcare Corp. (“we,” “us,” “our,” or the “Company”) from time to time with the SEC contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates. This discussion and analysis should be read in conjunction with the Company’s financial statements and accompanying notes to the financial statements for the quarter ended June 30, 2014.

Plan of Operation

During the next twelve months, the Company plans to continue its operations as a provider of addiction and after-care treatment services, as well as a provider of endoscopy and other specialized medical procedures at its various locations. The Company plans to focus on the growth of its existing business units while simultaneously paring costs in operations.

 In 2014 and beyond, the Company plans to market the current endoscopy segment of the business to family practitioners, as they are a major referral source for the Company’s business. The Company also plans to begin a marketing campaign focused on corporations and insurance companies as referral sources, as well as create an Internet-based marketing campaign. Further, the Company plans to add additional specialist offices at the Company’s North York location, as well as an operating room, thereby providing the opportunity to deliver additional services to patients and increase overall revenue.

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At the end of 2013, the Company’s endoscopy business segment at the Yonge Street Facility was only operating at approximately 40% of its potential capacity. 

The Company believes that it will need a minimum of $2,000,000 to cover its planned operations over the next 12 months. This estimate includes (i) $200,000 for marketing and (ii) 1,800,000 for tax obligations.

The Company has reduced its rent at the Bala property commencing April 1, 2014. The rent is now $ 30,000 per month compared to $ 55,000 in fiscal 2013. The Company continues to evaluateplans to purchase the Bala Property.

The Company entered into a 5 year lease commencing August 1, 2013 at its Endoscopy clinic at 5734 Yonge Street.

Results of Operations

For the Three Months Ended June 30, 2014, Compared to the Three Months Ended June 30, 2013

Revenue

During the three months ended June 30, 2014, revenues increased to $1,641,094, from $ 1,528,944 during the three months ended June 30, 2013, an increase of $ 112,150. This increase is mainly attributable to a steady increase in business volume since the Company began operations. Revenue from the endoscopy practice was $ 635,536, compared to revenue of $ 598,804 during the three months ended June 30, 2013, an increase of $ 36,732. Revenue in the mental health division for the three months ended June 30, 2014, was $ 1,005,557 compared to $ 930,140 for the three months ended June 30, 2013, an increase of $ 75,417. The Company believes that revenue will continue to grow steadily, especially in the mental health division, and the Company will become more profitable as most of its costs, such as rent and salaries and wages are relatively fixed, and therefore will reduce as a percentage as business volume grows. 

Cost of Revenue

Our cost of revenue for the three months ended June 30, 2014, was $ 358,419, compared to $ 340,020 for the three months ended June 30, 2013, an increase of $ 18,199. The cost of revenue primarily represents payments made to the doctors for endoscopy procedures performed. These amounts are calculated based on amounts billed to the Ontario Ministry of Health under the Ontario Health Insurance Plan (OHIP). In general, the doctor performing the actual medical procedure will receive approximately 57% of the amount received from OHIP adjusted for amounts deducted from those amounts received for facility fees.

Gross Profit

During the three months ended June 30, 2014, gross profits increased to $1,282,675, from $ 1,188,725 during the three months ended June 30, 2013, an increase of $ 93,950. This increase is mainly attributable to an increase in business volume since the Company began operations.

Operating Expenses

Operating expenses for the three months ended June 30, 2014, were $ 1,180,213, compared to $ 1,538,999 for the three months ended June 30, 2013, a decrease of $ 358,786. This decrease in expenses is due to cost reductions at Bala facility and lower salary and rent costs due to sale of St. Clair aftercare program. Operating expenses for the three months ended June 30, 2014, primarily consisted of salaries and wages to medical support staff of $ 684,743; rent payments of $ 161,804 and general and administrative expenses of $ 161,763.

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Net Profit

During the three months ended June 30, 2014, the net profit was $ 102,462, compared to a loss of $ 350,274 during the three months ended June 30, 2013, an increase of $ 452,736. This increase is attributable to the steady increase in revenues and business operations with a lower cost base.

For the Six Months Ended June 30, 2014, Compared to the Six Months Ended June 30, 2013

Revenue

During the six months ended June 30, 2014, revenues decreased to $ 2,779,072, from $ 2,973,268 during the six months ended June 30, 2013, a decrease of $194,197. This decrease is mainly attributable lower revenue in Quarter 1, possibly due to cold weather. Revenue from the endoscopy practice was $1,163,253, compared to revenue of $ 1,137,191 during the six months ended June 30, 2013, an increase of $26,062. Revenue in the mental health division for the six months ended June 30, 2014, was $1,615,818 compared to $1,836,077 for the six months ended June 30, 2013, a decrease of $ 220,259. The Company believes that revenue will continue to grow steadily and the Company will become more profitable as most of its costs, such as rent and salaries and wages are relatively fixed, and therefore will reduce as a percentage as business volume grows. 

Cost of Revenue

Our cost of revenue for the six months ended June 30, 2014, was $646,893, compared to $633,543 for the six months ended June 30, 2013, an increase of 13,350. The cost of revenue primarily represents payments made to the doctors for endoscopy procedures performed. These amounts are calculated based on amounts billed to the Ontario Ministry of Health under the Ontario Health Insurance Plan (OHIP). In general, the doctor performing the actual medical procedure will receive approximately 57% of the amount received from OHIP adjusted for amounts deducted from those amounts received for facility fees.

Gross Profit

During the six months ended June 30, 2014, gross profits decreased to $2,132,178, from $2,339,725 during the six months ended June 30, 2013, a decrease of $207,547. This decrease is mainly attributable to lower revenue in Mental Health division in Quarter 1, we believe related to cold winter.

Operating Expenses

Operating expenses for the six months ended June 30, 2014, were $2,564,282, compared to $3,042,410 for the six months ended June 30, 2013, a decrease of $478,128. This decrease in expenses is due to cost reductions at Bala facility and lower salary and rent costs due to sale of St. Clair aftercare program. Operating expenses for the six months ended June 30, 2014, primarily consisted of salaries and wages to medical support staff of $1,393,975; rent payments of $421,699 and general and administrative expenses of $325,041.

Net Loss

During the six months ended June 30, 2014, the net loss was $ 432,104, compared to $ 702,685 during the six months ended June 30, 2013, an increase of $ 270,582.

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Liquidity and Capital Resources

The following table summarizes working capital at June 30, 2014

	June 30, 2014
Current Assets	$	559,558
Current Liabilities	$	4,037,776
Working Capital (Deficit)	$	(3,478,218	)

Over the next twelve months, we believe that our existing capital combined with our anticipated cash flow from operations will be sufficient to sustain our current operations. It is anticipated that we will need to sell additional equity and/or debt securities in the event we locate potential mergers and/or acquisitions and will be dependent upon the raising of additional capital in order to implement its business plan. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. In the opinion of management, the Company’s liquidity risk is assessed as high and remains unchanged from the prior year.

Accounts receivable at June 30, 2014 was $396,336. The Company earns a significant portion of revenues from the Ontario Ministry of Health for its ability to carry out its normal activities. These revenues account for approximately 37% of the Company’s consolidated sales for the six months ended June 30, 2014, 38% for the year ended December 31, 2013.

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Critical Accounting Policies

The accounting policies of the Company are in accordance with U.S. GAAP applied on a basis consistent with that of the preceding year. Outlined below are those policies considered particularly significant.

Principals of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, its two subsidiaries, as described in Note 1. All inter-company transactions and balances have been eliminated on consolidation.

The Company’s subsidiaries functional currency is the Canadian dollar (CAD), while the Company’s reporting currency is the U.S. dollar (USD). All transactions initiated in Canadian dollars are translated into U.S. dollars in accordance with ASC 830, “Foreign Currency Translation” as follows:

(i)	Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date;
(ii)	Equity at historical rates; and
(iii)	Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ deficit as a component of accumulated other comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss).

For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.

Revenue Recognition

The Company recognizes revenue for the rendering of services when they are earned; specifically when all the following conditions are met:

• the significant risks and rewards of ownership are transferred to customers and the Company retains neither continuing involvement nor effective control;

• there is clear evidence that an arrangement exists;

• the amount of revenue and related costs can be measured reliably; and

• it is probable that the economic benefits associated with the transaction will flow to the Company.

In particular, the Company recognizes:

Fees for gastrointestinal clinical services, out-patient counseling, coaching, intervention, psychological assessments and other related services when patients receive the service; and

• Fees for in-patient addiction treatments proportionately over the term of the patient’s treatment.

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Deferred revenue represents monies deposited by the patients for future services to be provided by the Company. Such monies will be recognized into revenue as the patient progresses through their treatment term.

Use of Estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the recognition, measurement and disclosure of amounts reported in the financial statements and accompanying notes. The reported amounts, including depreciation, allowance for doubtful accounts, inventory, accounts payable and accrued liabilities, and note disclosures are determined using management’s best estimates based on assumptions that reflect the most probable set of economic conditions and planned courses of action. Actual results will differ from such estimates.

Non-Monetary Transactions

The Company’s policy is to measure an asset exchanged or transferred in a non-monetary transaction at the more reliable measurement of the fair value of the asset given up and the fair value of the asset received, unless:

(i)	The transaction lacks commercial substance;
(ii)	The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange;
(iii)	Neither the fair value of the asset received nor the fair value of the asset given up is reliably measurable; or
(iv)	The transaction is a non-monetary non-reciprocal transfer to owners that represents a spin-off or other form of restructuring or liquidation.

Cash

The Company’s policy is to disclose bank balances under cash, including bank overdrafts with balances that fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition.

The Company’s policy is to disclose restricted cash not available for current purposes.

Accounts Receivable

The Company’s policy is to disclose accounts receivable net of a reserve for doubtful accounts.

Inventory

Inventory is valued at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

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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 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, loan payable and due to related party.

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 does not have assets or liabilities measured at fair value on a recurring basis at June 30, 2014, and June 30, 2013, respectively. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis during the six months period ended June 30, 2014 and June 30, 2013, respectively.

Fixed Assets

Fixed assets are recorded at cost. Depreciation is calculated on the declining balance method at the following annual rates:

Computer equipment	30%
Computer software	100%
Furniture and equipment	30%
Medical equipment	25%
Vehicles	30%

Leasehold improvements are depreciated using the straight-line method over the term of the lease. Half rates are used for all fixed assets in the year of acquisition. 

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Leases

Leases are classified as either capital or operating leases. Leases that transfer substantially all of the benefits and inherent risks of ownership of property to the Company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing. Equipment recorded under capital leases is amortized on the same basis as described above. Payments under operating leases are expensed as incurred.

Income Taxes

The Company uses the future income tax method to account for income taxes. Under this method, future income tax assets and liabilities are determined based on the difference between the carrying value and the tax basis of the assets and liabilities. Any change in the net amount of future income tax assets and liabilities is included in income. Future income tax assets and liabilities are determined based on enacted or substantively enacted tax rates and laws which are expected to apply to the Company’s taxable income for the periods in which the assets and liabilities will be recovered. Future income tax assets are recognized when it is more likely than not that they will be realized.

Earnings per Share Information

FASB ASC 260, “ Earnings Per Share” provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share was the same, at the reporting dates, as there were no common share equivalents outstanding.

Share Based Expenses

ASC 718 “Compensation - Stock Compensation” codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments awarded to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights that may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 “Equity - Based Payments to Non-Employees” which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 (“EITF 96-18”), “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services”. Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

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Recently adopted accounting pronouncements

In December 2011, the Financial Accounting Standards Board “FASB” issued new guidance on the disclosures about offsetting assets and liabilities. The new guidance enhances disclosures required by US GAAP by requiring improved information about financial instruments and derivative instruments. The new guidance is to be adopted for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The new guidance is to be retrospectively applied for all comparative periods presented. The Company has reviewed and adopted this guidance. The Company has concluded that the result of adopting of this guidance does not have a material impact on the consolidated interim and annual financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide a reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management designed the disclosure controls and procedures to provide reasonable assurance of achieving the desired control objectives.

We carried out an evaluation, under the supervision and with the participation of our management, including our PEO and PFO, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based upon that evaluation, the PEO and PFO concluded that the Company’s disclosure controls and procedures were not effective.

(b) Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the quarter ended June 30, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

Not applicable to a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of equity securities during the six months ended June 30, 2014.

Item 3. Defaults Upon Senior Securities.

There were no defaults upon senior securities during the six months ended June 30, 2014.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

Table of Contents 30

Item 6. Exhibits.

Exhibit No.	Description
31.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002 *
31.2	Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002 *
32.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
32.2	Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
101.INS	XBRL Instance **
101.SCH	XBRL Taxonomy Extension Schema **
101.CAL	XBRL Taxonomy Extension Calculation **
101.DEF	Taxonomy Extension Definition **
101.LAB	Taxonomy Extension Labels **
101.PRE	Taxonomy Extension Presentation **

* filed herewith

** XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Table of Contents 31

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		GREENESTONE HEALTHCARE CORP.
Date:	August 14, 2014	By:	/s/ Shawn E. Leon
			Name:	Shawn E. Leon
			Title:	Chief Executive Officer
				(Principal Executive Officer)
Date:	August 14, 2014	By:	/s/ Ken Lorimer
			Name:	Ken Lorimer
			Title:	Chief Financial Officer
				(Principal Financial Officer)
				(Principal Accounting Officer)

Table of Contents 32

EX-31.1

Exhibit 31.1 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Shawn E. Leon, certify that:

1.	I have reviewed this Form 10-Q of Greenestone Healthcare Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
4.	Along with the Principal Financial Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 14, 2014			By:	/s/ Shawn E. Leon
				Shawn E. Leon
				Principal Executive Officer Greenestone Healthcare Corporation

EX-31.2

Exhibit 31.2 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Ken Lorimer, certify that:

1.	I have reviewed this Form 10-Q of Greenestone Healthcare Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
4.	Along with the Principal Executive Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 14, 2014			By:	/s/ Ken Lorimer
				Ken Lorimer
				Principal Financial Officer Greenestone Healthcare

EX-32.1

Exhibit 32.1 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Greenestone Healthcare Corporation (the “Company”), on Form 10-Q for the period ended June 30, 2014, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Shawn E. Leon, Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) Such Annual Report on Form 10-Q for the period ended June 30, 2014, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in such Annual Report on Form 10-Q for the period ended June 30, 2014, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2014	By:	/s/ Shawn E. Leon
		Shawn E. Leon
		Principal Executive Officer Greenestone Healthcare Corporation

EX-32.2

Exhibit 32.2 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Greenestone Healthcare Corporation (the “Company”), on Form 10-Q for the period ended June 30, 2014, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Ken Lorimer, Principal Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) Such Quarterly Report on Form 10-Q for the period ended June 30, 2014, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in such Annual Report on Form 10-Q for the period ended June 30, 2014, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2014	By:	/s/ Ken Lorimer
		Ken Lorimer
		Principal Financial Officer Greenestone Healthcare Corporation

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9. Loan payable - Loan Payable (Details) (USD $)	Jun. 30, 2014
Debt Disclosure [Abstract]
2015	$ 8,086
2016	8,457
2017	8,845
Thereafter	6,898
Total	$ 32,286

XML

17. Subsequent events (Details Narrative) (Subsequent Event Type, USD $)	Jun. 30, 2014
USD
Asset Acquisition Valuation	$ 3,700,000
Cash Paid for Acquisition	30,000,000
Convertible Note Issued for Acquisition	700,000
CAD
Asset Acquisition Valuation	3,439,428
Cash Paid for Acquisition	2,788,726
Convertible Note Issued for Acquisition	$ 650,702

XML

14. Income taxes - Reconciliation of Income Taxes (Details) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Tax at statutory rate	$ 35,861	$ 570,870
Valuation allowance	(35,861)	(570,870)
Net future tax asset

XML

3. Significant accounting policies (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Accounting Policies [Abstract]
Closing translation rate	0.9348	0.9508
Average Translation Rate	.9115	.9842
restricted cash	$ 93,480		$ 94,020
Allowance for doubtful accounts	$ 16,946		$ 28,578

XML

6. Accounts receivable (Tables)

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Accounts Receivable

	June 30, 2014			December 31, 2013
The Ontario Ministry of Health and Long-Term Care	$	281,426		$	246,415
Treatment program		105,360			134,291
Outpatient Services		26,497			88,790
Allowance for doubtful accounts		(16,946	)		(28,578	)
	$	396,337		$	440,918

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11. Related party transactions (Details Narrative) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Related Party Notes Payable	$ 597,412		$ 597,412		$ 622,356
Management Fees	22,933	48,850	77,223	98,420
Rent Expense	82,557	141,665	232,432	272,623
Greenestone Clinic
Related Party Notes Payable	273,195		273,195		413,078
Jay Parekh
Related Party Notes Payable	$ 324,216		$ 324,216		$ 224,269

XML

7. Fixed assets - Fixed Assets (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Cost	$ 1,150,269
Accumulated Amortization	625,382
Net Book Value	524,886	536,124
Computer Equipment
Cost	21,327
Accumulated Amortization	11,931
Net Book Value	9,396	11,118
Computer Software
Cost	25,763
Accumulated Amortization	25,763
Net Book Value
Furniture and Equipment
Cost	412,121
Accumulated Amortization	247,668
Net Book Value	164,453	198,236
Medical Equipment
Cost	421,647
Accumulated Amortization	223,895
Net Book Value	197,752	152,095
Vehicles
Cost	67,187
Accumulated Amortization	28,718
Net Book Value	38,469	45,520
Leasehold Improvements
Cost	202,223
Accumulated Amortization	87,407
Net Book Value	$ 114,816	$ 129,155

XML

16. Segmented information - Segmented Information (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Revenues from external customers	$ 1,641,094	$ 1,528,944	$ 2,779,072	$ 2,973,268
Depreciation of fixed assets	35,040		69,637
Interest and fees expense	8,347		28,248
Segment loss	102,341		(432,105)
Segment assets	1,177,923		1,177,923
Gastrointestinal Clinical Services
Revenues from external customers	635,536		1,163,253
Depreciation of fixed assets	14,338		28,494
Interest and fees expense	3,987		6,620
Segment loss	(58,280)		(106,921)
Segment assets	656,727		656,727
Addiction and Rehabilitation Treatments
Revenues from external customers	1,005,557		1,615,818
Depreciation of fixed assets	20,702		41,143
Interest and fees expense	(9,329)		7,939
Segment loss	184,932		(223,695)
Segment assets	521,148		521,148
Oother Segments
Revenues from external customers
Depreciation of fixed assets
Interest and fees expense	13,689		13,689
Segment loss	(24,311)		(101,488)
Segment assets	$ 49		$ 49

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4. Recently adopted accounting pronouncements

6 Months Ended

Jun. 30, 2014

Accounting Changes and Error Corrections [Abstract]

4. Recently adopted accounting pronouncements

4. Recently adopted accounting pronouncements

The company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not expect the future adoption of any such pronouncements to have a significant impact on the results of operations, financial condition or cash flow.

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12. Stockholders deficit (Details Narrative) (USD $)	6 Months Ended							12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Mar. 26, 2013	Mar. 25, 2013	Jul. 01, 2012	Jun. 30, 2012	Mar. 26, 2013 Series A Preferred Stock [Member]	Dec. 31, 2013 Series B Preferred Stock [Member]	Mar. 26, 2013 Series B Preferred Stock [Member]
Common Stock, Par Value	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01
Common Stock, Shares Authorized	500,000,000	500,000,000	500,000,000	100,000,000	100,000,000	50,000,000
Common Stock, Shares Issued	47,343,055	41,065,564
Common Stock, Shares Outstanding	47,343,055	41,065,564
Preferred Stock, Shares Authorized							3,000,000		10,000,000
Preferred Stock, Par Value							$ 1		$ 0.01
Preferred Stock Conversion Rights								Each series B convertible preferred shares is convertible into 10 Common shares.
Common Stock, Shares Issued During Period	1,777,440
Common Stock, Shares Issued During Period, Price Per Share	$ 262,869
Warrants Issued	6,000,000
Exercise Price, Warrants	$ 0.15

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14. Income taxes (Tables)

6 Months Ended

Jun. 30, 2014

Income Tax Disclosure [Abstract]

Components of Company's Future Tax Asset

	June 30, 2014			December 31, 2013
Net operating loss carry forward	$	12,367,062		$	11,934,958
Valuation allowance		(12,367,062	)		(11,934,958	)
Net future tax asset	$	—		$	—

Reconciliation of Income Taxes

	June 30, 2014		December 31, 2013
Tax at statutory rate	$	35,861	$	570,870
Valuation allowance		—		(570,870	)
Net future tax asset	$	—	$	—

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13. Commitments (Tables)

6 Months Ended

Jun. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments

2015	$	437,945
2016		477,954
2017		495,011
2018		502,970
2019		357,237
	$	2,271,117

XML

13. Commitments - Commitments (Details) (USD $)	Jun. 30, 2014
Commitments and Contingencies Disclosure [Abstract]
2015	$ 437,945
2016	477,954
2017	495,011
2018	502,970
2019	357,237
Thereafter	$ 2,271,117

XML

16. Segmented information (Tables)

6 Months Ended

Jun. 30, 2014

Segment Reporting [Abstract]

Segmented Information

		Gastrointestinal Clinical Services			Addiction and Rehabilitation Treatments			Other Segments			Total
Revenues from external customers	$	1,163,253		$	1,615,818		$	—		$	2,779,072
Depreciation of fixed assets		28,494			41,143			—			69,637
Interest expense		6,620			7,939			13,689			28,248
Segment loss		(106,921	)		(223,695	)		(101,488	)		(432,105	)
Segment assets		656,727			521,148			49			1,177,923

For the three month period ended June 30, 2014

		Gastrointestinal Clinical Services			Addiction and Rehabilitation Treatments			Other Segments			Total
Revenues from external customers	$	635,536		$	1,005,557		$	—		$	1,641,093
Depreciation of fixed assets		14,338			20,702			—			35,040
Interest expense		3,987			(9,329	)		13,689			8,347
Segment profit ( loss )		(58,280	)		184,932			(24,311	)		102,341
Segment assets		656,727			521,148			49			1,177,923

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2. Going concern (Details Narrative) (USD $)	Jun. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Capital Deficiency	$ (3,478,218)
accumulated deficit	$ (12,367,062)

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3. Significant accounting policies

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

3. Significant accounting policies

3. Significant accounting policies

The accounting policies of the Company are in accordance with US GAAP applied on a basis consistent with that of the preceding year. Outlined below are those policies considered particularly significant.

a) Principals of consolidation and foreign currency translation

The accompanying consolidated interim financial statements include the accounts of the Company, its two subsidiaries, as noted in note 1. All inter-company transactions and balances have been eliminated on consolidation.

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:

i)	Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.
ii)	Equity at historical rates.
iii)	Revenue and expense items at the average rate of exchange prevailing during the period.

3. Significant accounting policies (cont’d)

a) Principals of consolidation and foreign currency translation (cont’d) 

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ deficit as a component of accumulated other comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss).

For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.

Therelevanttranslationratesareasfollows:Forthesixmonthperiod endedJune30,2013closingrateat .9508 S$:CAN$,averagerateat .9842 US$:CAN$andforthesixmonthperiodendedJune30,2014closingrateat .9348 US$:CAN$,averagerateat.9115 US$:CAN$.

b) Revenue recognition

The Company recognizes revenue from the rendering of services when they are earned; specifically when all of the following conditions are met:

· the significant risks and rewards of ownership are transferred to customers and the Company retains neither continuing involvement nor effective control;

· there is clear evidence that an arrangement exists;

· the amount of revenue and related costs can be measured reliably; and

· it is probable that the economic benefits associated with the transaction will flow to the Company.

In particular, the Company recognizes:

· Fees for gastrointestinal clinical services, out-patient counseling, coaching, intervention, psychological assessments and other related services when patients receive the service; and

· Fees for in-patient addiction treatments proportionately over the term of the patient’s treatment.

Deferred revenue represents monies deposited by the patients for future services to be provided by the Company. Such monies will be recognized into revenue as the patient progresses through their treatment term.

c) Use of estimates

The preparation of consolidated interim financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the recognition, measurement and disclosure of amounts reported in the consolidated interim financial statements and accompanying notes. The reported amounts, including depreciation, allowance for doubtful accounts, inventory, accounts payable and accrued liabilities and note disclosures are determined using management's best estimates based on assumptions that reflect the most probable set of economic conditions and planned courses of action. Actual results will differ from such estimates.

d) Non-monetary transactions

The Company’s policy is to measure an asset exchanged or transferred in a non-monetary transaction at the more reliable measurement of the fair value of the asset given up and the fair value of the asset received, unless:

3. Significant accounting policies (cont’d)

d) Non-monetary transactions (cont’d)

i)	The transaction lacks commercial substance;
ii)	The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange;
iii)	Neither the fair value of the asset received nor the fair value of the asset given up is reliably measurable; or
iv)	The transaction is a non-monetary, non-reciprocal transfer to owners that represents a spin-off or other form of restructuring or liquidation.

e) Cash

The Company's policy is to disclose bank balances under cash, including bank overdrafts with balances that fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition.

The Company has $93,480 in restricted cash held by their bank to cover against the possibility of services not performed.

f) Accounts receivable

TheCompanyprovidesanallowancefordoubtfulaccountsequaltotheestimateduncollectibleamounts.TheCompany'sestimateisbasedonhistoricalcollectionexperienceandareviewofthecurrentstatusoftradeaccountsreceivable.ItisreasonablypossiblethattheCompany's estimateoftheallowancefordoubtfulaccountswillchange.AtJune30,2014 andDecember31,2013,theCompanyhas$16,946 and $ 28,578 of allowance for doubtful accounts, respectively.

g) Inventory

Inventory is valued at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

h) Financial instruments

The Company initially measures its financial assets and liabilities at fair value, except for certain non-arm's length transactions. The Company subsequently measures all its financial assets and financial liabilities at amortized cost.

Financial assets measured at amortized cost include cash and accounts receivable.

Financial liabilities measured at amortized cost include bank indebtedness, accounts payable and accrued liabilities, harmonized sales tax payable, withholding taxes payable, convertible notes payable, loan 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.

3. Significant accounting policies (cont’d)

h) Financial instruments (cont’d)

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 does not have assets or liabilities measured at fair value on a recurring basis at June 30, 2014. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis during the six month period ended June 30, 2014.

i) Fixed assets

Fixed assets are recorded at cost. Depreciation is calculated on the declining balance method at the following annual rates:

Computer Equipment	30	%
Computer Software	100	%
Furniture and Equipment	30	%
Medical Equipment	25	%
Vehicles	30	%

Leasehold improvements are depreciated using the straight-line method over the term of the lease. Half rates are used for all fixed assets in the year of acquisition.

j) Leases

Leases are classified as either capital or operating leases.  Leases that transfer substantially all of the benefits and inherent risks of ownership of property to the Company are accounted for as capital leases.  At the time a capital lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing.  Equipment recorded under capital leases is amortized on the same basis as described above.  Payments under operating leases are expensed as incurred.

k) Income taxes

The Company uses the future income tax method to account for income taxes. Under this method, future income tax assets and liabilities are determined based on the difference between the carrying value and the tax basis of the assets and liabilities. Any change in the net amount of future income tax assets and liabilities is included in income. Future income tax assets and liabilities are determined based on enacted or substantively enacted tax rates and laws which are expected to apply to the Company's taxable income for the periods in which the assets and liabilities will be recovered. Future income tax assets are recognized when it is more likely than not that they will be realized.

3. Significant accounting policies (cont’d)

l) Earnings per share information

FASB ASC 260-10, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Theeffectofcomputingdilutedloss pershareisanti-dilutiveand,assuch,basicanddilutedlosspershareisthesameforthesixmonthsendedJune30,2014andthreeandsixmonthsendedJune30,2013.

Basic and diluted income per share was the same, at three months ended June 2014, as there were no common share equivalents outstanding.

m) Share based expenses

ASC 718-10 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments awarded to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights that may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

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3. Significant accounting policies - Fixed Asset Depreciation (Details)	6 Months Ended
	Jun. 30, 2014
Computer
Fixed Assets, Depreciation Rate	30.00%
Computer software
Fixed Assets, Depreciation Rate	100.00%
Furniture
Fixed Assets, Depreciation Rate	30.00%
Medical equipment
Fixed Assets, Depreciation Rate	25.00%
Vehiclest
Fixed Assets, Depreciation Rate	30.00%

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9. Loan payable (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2014
Debt Disclosure [Abstract]
Loan Interest Rate	4.49%
Monthly Payments	$ 835
Collateral, Net Book Value	$ 26,625

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Balance Sheets (Unaudited) (USD $)	Jun. 30, 2014	Dec. 31, 2013
CURRENT
Cash	$ 27,562
Accounts receivable	396,337	440,918
Prepaid expenses	103,762	109,854
Inventory	31,897	12,548
Total Current Assets	559,558	563,320
Cash - Restricted	93,480	94,020
Fixed assets	524,886	536,124
Total Assets	1,177,924	1,193,464
CURRENT
Bank overdraft		126,073
Accounts payable and accrued liabilities	595,275	703,918
Harmonized sales tax payable	624,223	594,120
Withholding taxes payable	2,008,965	1,796,655
Deferred revenue	110,126	107,477
Convertible notes payable		246,612
Current portion of loan payable	8,086	7,953
Short term loan	93,689	64,541
Related party notes	597,412	622,356
Total Current Liabilities	4,037,776	4,269,705
Loan payable	24,200	28,452
Total Liabilities	4,061,976	4,298,157
STOCKHOLDERS' DEFICIT
Common stock; $0.01 par value, 500,000,000 shares authorized; 47,343,055 and 41,065,564, shares issued and outstanding as of June 30, 2014 and December 31, 2013 respectively (note 12)	473,431	410,656
Additional paid-in capital	8,738,070	8,155,474
Accumulated other comprehensive income	271,509	264,135
Accumulated deficit	(12,367,062)	(11,934,958)
Total Stockholders' Deficit	(2,884,052)	(3,104,693)
Total Liabilities and Stockholders' Deficit	$ 1,177,924	$ 1,193,464

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14. Income taxes - Components of Company's Future Tax Asset (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Net operating loss carry forward	$ 12,367,062	$ 11,934,958
Valuation allowance	(12,367,062)	(11,934,958)
Net future tax asset

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1. Nature of business

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

1. Nature of business

1. Nature of business

GreeneStone Healthcare Corporation (the “Company”) was incorporated under the laws of the state of Colorado, USA, on April 1, 1993. Effective May 2012, the Company changed its corporate name to GreeneStone Healthcare Corporation from Nova Natural Resources Corporation. As at June 30, 2014, the Company owns 100% of the outstanding shares of each of 1816191 Ontario Limited and Greenestone Clinic Muskoka Inc., both of which were incorporated in 2010 under the laws of the province of Ontario, Canada. 1816191 Ontario Limited and Greenestone Clinic Muskoka Inc. provide medical services to various patients in clinics located in two regions in Ontario, Canada; the city of Toronto and the regional municipality of Muskoka. 

TheaccompanyingunauditedConsolidatedinterimfinancialstatementshavebeenpreparedinaccordancewith accountingprinciplesgenerallyacceptedintheUnitedStatesofAmericaforinterimconsolidatedfinancialinformation andRule8-03ofRegulationS-X.Accordingly,theseconsolidatedinterimfinancialstatementsdonotincludeallofthe informationanddisclosuresrequiredbyaccountingprinciplesgenerallyacceptedintheUnitedStatesofAmericafor completefinancialstatements.

Alladjustments(consistingofnormalrecurringadjustments)considerednecessaryforafairpresentationhavebeenincludedintheseunauditedconsolidatedinterimfinancialstatements.Operatingresultsforthesixmonthperiod presentedarenotnecessarilyindicativeoftheresultsthatmaybeexpectedforanyotherinterimperiodorforthefull year.ThebalancesheetatDecember31,2013hasbeenderivedfromauditedfinancialstatements.Theunaudited consolidatedinterimfinancialstatementsshouldbereadinconjunctionwiththeconsolidatedfinancialstatementsand footnotestheretofortheyearendedDecember31,2013.

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6. Accounts receivable - Accounts Receivable (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Reserve for Doubtful accounts	$ 16,946	$ 28,578
Accounts Receivable	396,337	440,918
Ontario Ministry of Health and Long Term Care
Accounts Receivable	281,426	246,415
Treatment Program
Accounts Receivable	105,360	134,291
Outpatient Services
Accounts Receivable	$ 26,497	$ 88,790

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17. Subsequent events

6 Months Ended

Jun. 30, 2014

Subsequent Events [Abstract]

17. Subsequent events

17. Subsequent events

 On July 11, 2014 Greenestone Healthcare Corporation entered into a non-binding Exclusive Letter of Intent with Gordon Hay, Venture Academy Inc. and Venture Academy Ontario, Inc. The transaction is for the purchase of the assets and business known as Venture Academy in Ontario and British Columbia.

As provided in the LOI, the Registrant believes that the enterprise value of the Asset to be $3,700,000.000 CAD (three million seven hundred thousand Canadian dollars), which today’s rate of 1 CAD to 0.93 USD is $ 3,439,428.98 USD (three million four hundred thirty-nine thousand four hundred twenty-eight dollars and ninety-eight cents in USD), on a cash basis, debt free. The Purchase Price shall be subject to an adjustment based on the amount by which the Net Working Capital is less than zero.

As per the terms of the LOI the Purchase Price may be paid by the way of $3,000,000.00 CAD (three million Canadian dollars), which is $2,788,726.20 USD (two million seven hundred eighty-eight thousand seven hundred twenty-six dollars and twenty cents in USD) in cash and $700,000.00 CAD (seven-hundred thousand Canadian dollars), which is $ 650,702.78 USD (six hundred fifty thousand seven hundred and two dollars in USD) by way of a two year secured convertible note to be bearing interest at 4% and secured against the Menesing Ontario property. The Note shall be convertible into shares of the Registrant at a price to be determined and defined in the definitive agreements to be completed.

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6. Accounts receivable (Details Narrative)	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Accounting Policies [Abstract]
Percent of Revenues Represented by Party	41.00%	38.00%

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3. Significant accounting policies (Tables)

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Fixed Asset Depreciation

Computer Equipment	30	%
Computer Software	100	%
Furniture and Equipment	30	%
Medical Equipment	25	%
Vehicles	30	%

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2. Going concern

6 Months Ended

Jun. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

2. Going concern

2. Going concern

The Company’s consolidated interim financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. As at June 30, 2014 the Company has a working capital deficiency of $3,478,218 and accumulated deficit of $12,367,062. 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. 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 interim financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.

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Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2014	Dec. 31, 2013	Mar. 26, 2013	Mar. 25, 2013	Jul. 01, 2012	Jun. 30, 2012
Statement of Financial Position [Abstract]
Common Stock Par Value	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01
Common Stock Shares Authorized	500,000,000	500,000,000	500,000,000	100,000,000	100,000,000	50,000,000
Common Stock Shares Issued	47,343,055	41,065,564
Common Stock Shares Outstanding	47,343,055	41,065,564

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12. Stockholders deficit

6 Months Ended

Jun. 30, 2014

Equity [Abstract]

12. Stockholders deficit

12. Stockholders’ deficit

Authorized common shares

On June 30, 2012, the Company filed a Certificate of Amendment with the Colorado Secretary of State to increase the aggregate number of shares which the Company has authority to issue to one hundred million (100,000,000) common shares, issued at $0.01 par value per share from 50,000,000 common shares with par value at $0.01. The amendment was approved by the Colorado Secretary of State in May 2012.

On March 25, 2013 the Company filed a certificate of Amendment with the Colorado Secretary of State to increase the aggregate number of shares which the Company has the authority to issue to five hundred million (500,000,000) common shares, issued at $0.01 par value per share from 100,000,000 common shares with par value at $0.01, to authorize three million (3,000,000) series A convertible preferred shares, par value of $1.00 per share, and to the authorize ten million (10,000,000) series B convertible preferred shares, par value $0.01 per share. Each series B convertible preferred shares is convertible into 10 Common shares. The amendment was approved by the Colorado Secretary of State on March 26, 2013.

Issued common shares

The Company has a total of 47,343,055 issued and outstanding common shares as at June 30, 2014. At December 31, 2013 to the Company had 41,065,544 issued and outstanding common shares.

The Company issued 1,777,440 shares of its common stock to satisfy its obligations under an aggregate principal of $ 262,869 of convertible promissory notes for the six month period ended June 30, 2014.

The company issued 4,500,000 shares of its common stock for cash of $ 382,500 during the six month period ended June 30, 2014.

Warrants Issued

The company had a private placement in the 1st quarter of 2014 that included warrants. A total of 6,000,000 warrants were issued January 16, 2014 that can be exercised on a one for one basis for shares for a 3 year term from issue date at .15 cents a share.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 12, 2014
Document And Entity Information
Entity Registrant Name	Greenestone Healthcare Corp.
Entity Central Index Key	0000792935
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		47,343,055
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2014

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13. Commitments

6 Months Ended

Jun. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

13. Commitments

13. Commitments

The Company is committed under three non-cancellable operating lease agreements for rental of premises. The rental of premise agreement for the subsidiary, 1816191 Ontario Inc. which expires July 2018 and the premise agreements for the subsidiary, Greenestone Clinic Muskoka Inc. which expires March 2019.

Future minimum annual payment requirements are as follows:

2015	$	437,945
2016		477,954
2017		495,011
2018		502,970
2019		357,237
	$	2,271,117

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Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Statement [Abstract]
Revenues	$ 1,641,094	$ 1,528,944	$ 2,779,072	$ 2,973,268
Cost of services provided	358,419	340,220	646,893	633,543
Gross margin	1,282,674	1,188,724	2,132,178	2,339,725
Operating expenses
Continuing education	345		343
Depreciation	35,040		69,637
Bad debt expense	(9,831)	45,213	(11,182)	89,477
General and administrative	161,763	151,142	325,041	295,232
Management fees	22,933	48,850	77,223	98,420
Meals and entertainment	109	174	145	1,262
Medical records
Professional fees	20,844	161,962	83,374	263,035
Rent	161,804	252,638	421,699	502,727
Salaries and wages	684,743	745,013	1,393,975	1,563,026
Subcontract fees		7
Supplies	86,597	91,890	163,898	155,622
Travel	7,519	9,940	11,881	20,380
Total operating expenses	1,171,866	1,506,829	2,536,033	2,989,181
Operating income ( loss )	110,808	(318,105)	(403,855)	(649,456)
Other income (expense)
Interest expense	(8,347)	(32,170)	(28,248)	(53,229)
Net income (loss)	102,461	(350,275)	(432,104)	(702,685)
Foreign currency translation adjustment	(98,303)	108,837	7,353	181,906
Total comprehensive income (loss)	$ 4,158	$ (241,438)	$ (424,731)	$ (520,779)
Basic and diluted loss per common share	$ 0.00	$ (0.01)	$ (0.01)	$ (0.02)
Weighted average outstanding	47,304,160	31,327,064	46,651,173	29,451,837

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7. Fixed assets

6 Months Ended

Jun. 30, 2014

Property, Plant and Equipment [Abstract]

7. Fixed assets

7. Fixed assets    

		Cost		Accumulated Amortization		June 30, 2014		December 31, 2013
Computer equipment	$	21,327	$	11,931	$	$9,396	$	11,118
Computer software		25,763		25,763		-		—
Furniture and equipment		412,121		247,668		164,453		198,236
Medical equipment		421,647		223,895		197,752		152,095
Vehicles		67,187		28,718		38,469		45,520
Leasehold improvements		202,223		87,407		114,816		129,155
	$	1,150,269	$	625,382	$	$524,886	$	536,124

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6. Accounts receivable

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

6. Accounts receivable

6. Accounts receivable

The consolidated accounts receivable balance consists primarily of amounts due from the following parties:

	June 30, 2014			December 31, 2013
The Ontario Ministry of Health and Long-Term Care	$	281,426		$	246,415
Treatment program		105,360			134,291
Outpatient Services		26,497			88,790
Allowance for doubtful accounts		(16,946	)		(28,578	)
	$	396,337		$	440,918

The Company is economically dependent on and earns a significant portion of revenues from the Ontario Ministry of Health for its ability to carry out its normal activities. These revenues account for 41% of the Company’s consolidated revenue in the six month period ending June 30, 2014 (December 31, 2013: 38%).

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3. Significant accounting policies (Policies)

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Principals of consolidation and foreign currency translation

a) Principals of consolidation and foreign currency translation

The accompanying consolidated interim financial statements include the accounts of the Company, its two subsidiaries, as noted in note 1. All inter-company transactions and balances have been eliminated on consolidation.

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:

i)	Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.
ii)	Equity at historical rates.
iii)	Revenue and expense items at the average rate of exchange prevailing during the period.

Revenue recognition

b) Revenue recognition

The Company recognizes revenue from the rendering of services when they are earned; specifically when all of the following conditions are met:

· the significant risks and rewards of ownership are transferred to customers and the Company retains neither continuing involvement nor effective control;

· there is clear evidence that an arrangement exists;

· the amount of revenue and related costs can be measured reliably; and

· it is probable that the economic benefits associated with the transaction will flow to the Company.

Use of estimates

c) Use of estimates

The preparation of consolidated interim financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the recognition, measurement and disclosure of amounts reported in the consolidated interim financial statements and accompanying notes. The reported amounts, including depreciation, allowance for doubtful accounts, inventory, accounts payable and accrued liabilities and note disclosures are determined using management's best estimates based on assumptions that reflect the most probable set of economic conditions and planned courses of action. Actual results will differ from such estimates.

Non-monetary transactions

d) Non-monetary transactions

The Company’s policy is to measure an asset exchanged or transferred in a non-monetary transaction at the more reliable measurement of the fair value of the asset given up and the fair value of the asset received, unless:

Cash

e) Cash

The Company's policy is to disclose bank balances under cash, including bank overdrafts with balances that fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition.

The Company has $93,480 in restricted cash held by their bank to cover against the possibility of services not performed.

Accounts receivable

f) Accounts receivable

TheCompanyprovidesanallowancefordoubtfulaccountsequaltotheestimateduncollectibleamounts.TheCompany'sestimateisbasedonhistoricalcollectionexperienceandareviewofthecurrentstatusoftradeaccountsreceivable.ItisreasonablypossiblethattheCompany's estimateoftheallowancefordoubtfulaccountswillchange.AtJune30,2014 andDecember31,2013,theCompanyhas$16,946 and $ 28,578 of allowance for doubtful accounts, respectively.

Inventory

g) Inventory

Inventory is valued at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Financial instruments

h) Financial instruments

The Company initially measures its financial assets and liabilities at fair value, except for certain non-arm's length transactions. The Company subsequently measures all its financial assets and financial liabilities at amortized cost.

Financial assets measured at amortized cost include cash and accounts receivable.

Financial liabilities measured at amortized cost include bank indebtedness, accounts payable and accrued liabilities, harmonized sales tax payable, withholding taxes payable, convertible notes payable, loan 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.

Fixed assets

i) Fixed assets

Fixed assets are recorded at cost. Depreciation is calculated on the declining balance method at the following annual rates:

Computer Equipment	30	%
Computer Software	100	%
Furniture and Equipment	30	%
Medical Equipment	25	%
Vehicles	30	%

Leasehold improvements are depreciated using the straight-line method over the term of the lease. Half rates are used for all fixed assets in the year of acquisition.

Leases

j) Leases

Leases are classified as either capital or operating leases.  Leases that transfer substantially all of the benefits and inherent risks of ownership of property to the Company are accounted for as capital leases.  At the time a capital lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing.  Equipment recorded under capital leases is amortized on the same basis as described above.  Payments under operating leases are expensed as incurred.

Income taxes

k) Income taxes

The Company uses the future income tax method to account for income taxes. Under this method, future income tax assets and liabilities are determined based on the difference between the carrying value and the tax basis of the assets and liabilities. Any change in the net amount of future income tax assets and liabilities is included in income. Future income tax assets and liabilities are determined based on enacted or substantively enacted tax rates and laws which are expected to apply to the Company's taxable income for the periods in which the assets and liabilities will be recovered. Future income tax assets are recognized when it is more likely than not that they will be realized.

Earnings per share information

l) Earnings per share information

FASB ASC 260-10, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Theeffectofcomputingdilutedloss pershareisanti-dilutiveand,assuch,basicanddilutedlosspershareisthesameforthesixmonthsendedJune30,2014andthreeandsixmonthsendedJune30,2013.

Basic and diluted income per share was the same, at three months ended June 2014, as there were no common share equivalents outstanding.

Share based expenses

m) Share based expenses

ASC 718-10 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments awarded to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights that may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

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14. Income taxes

6 Months Ended

Jun. 30, 2014

Income Tax Disclosure [Abstract]

14. Income taxes

14. Income taxes

Current or future U.S. federal income tax provision or benefits have not been provided for any of the periods presented because the Company has experienced operating losses since inception. Under ASC 740 “Income Taxes,” when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. The Company has provided a full valuation allowance on the net future tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that they will not earn income sufficient to realize the future tax assets during the carry forward period.

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the six month period ended June 30, 2014, applicable under ASC 740. As a result of the adoption of ASC 740, the Company did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet.

The components of the Company’s future tax asset as at June 30, 2014 and December 31, 2013 are as follows:

	June 30, 2014			December 31, 2013
Net operating loss carry forward	$	12,367,062		$	11,934,958
Valuation allowance		(12,367,062	)		(11,934,958	)
Net future tax asset	$	—		$	—

A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows:

	June 30, 2014			December 31, 2013
Tax at statutory rate	$	35,861		$	570,870
Valuation allowance		(35,861	)		(570,870	)
Net future tax asset	$	—		$	—

The Company did not pay any income taxes during the six month period ended June 30, 2014 and the year ended December 31, 2013.

The net federal operating loss carry forwards will expire in 2024 through 2034. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

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10. Short term convertible note payable

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

10. Short term convertible note payable

10. Short term convertible note payable

The company has one short term loan agreement during the period totalling $93,689. During the 6 months to June 30, 2014, an amount of $ 64,541 was converted into 1,045,099 common shares. And a further loan of $ 80,000 with interest accrued of $ 13,689 represents the current balance of $93,689.

Loan is with JMJ Financial in the amount of $93,689 with an interest rate of 12%. The lender has the right, at any time after 180 days from effective date to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock, based on the average of the two lowest closing prices during the 22 days prior start of conversion period.

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8. Convertible notes payable

6 Months Ended

Jun. 30, 2014

Summary of Investments, Other than Investments in Related Parties [Abstract]

8. Convertible notes payable

8. Convertible notes payable

The company has no convertible notes outstanding at June 30, 2014. During the 6 month period to June 30, 2014 $ 198,328 in notes were converted into 731,449 common shares at set rates as indicated by individual note. There was $ 48,284 in a note payable at December 31, 2013 that was reclassified to a related party payable account.

On June 30, 2014 convertible debentures totaling $93,480 had matured and were to be converted to restricted shares. This is dependent on a Directors Resolution being issued by the Company. As of the date of our report a Directors Resolution had not been formally issued. The Board of Directors has indicated that in due time they will pass the resolution. Since the convertible debentures include an automatic conversion on maturity feature, and to accurately reflect the maturity of the debt and conversion to shares as of June 30, 2014, the financial information presented in these consolidated interim financial statements has treated the debt of $93,480 as matured and converted into restricted shares totaling 208,151.

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9. Loan payable

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

9. Loan payable

9. Loan payable

The Company has an automobile loan payable bearing interest at 4.49% with blended monthly payments of $835 that matures March 2018. The loan is secured by the vehicle with a net book value as at June 30, 2014 of $26,625. Estimated principal re-payments to December 31 ^st are as follows:

2015	$	8,086
2016		8,457
2017		8,845
Thereafter		6,898
	$	32,286

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11. Related party transactions

6 Months Ended

Jun. 30, 2014

Related Party Transactions [Abstract]

11. Related party transactions

11. Related party transactions

A portion of related party notes at June 30, 2014 is due to Greenestone Clinic Inc. in the amount of $273,195 ( December 31, 2013: $413,078). The Company is related to Greenestone Clinic Inc. as it is controlled by one of the Company’s directors. The balance owing is interest bearing, not secured and has no specified terms of repayment.

The other portion of related party notes at June 30, 2014 is due to Dr. Jay Parekh in the amount of $324,216 ( December 31, 2013: $224,269). He is a shareholder of the company and a director of the subsidiary clinic. The amount due in related party fees is non-interest bearing and has no specified terms of repayment.

The Company had management fees totaling $77,223 during the six month period ended June 30, 2014 (June 30, 2013: $98,420) to the director ( Greenestone Clinic Inc. ) for services which are included in management fees. During the three month period ended June 30, 2014 the company had management fees totalling $ 22,933 ( June 30, 2013 : $ 48,850 )

The Company entered into an agreement to lease premises from Cranberry Cove Holdings Ltd. at market terms. During the six month period ended June 30, 2014, the Company had rent expense of $232,432 (June 30, 2013: $272,623) to Cranberry Cove Holdings Ltd. Cranberry Cove Holdings Ltd. is related to the Company by virtue of its shareholder being a director of the Company. During the three month period ended June 30, 2014 the company had rent expense of $ 82,557 ( June 30, 2013 : $ 141,665 )

All related party transactions occur in the normal course of operations and are measured at the exchange amount, as agreed upon by the related parties.

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5. Financial instruments (Details Narrative) (USD $)	3 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Financial Instruments Details Narrative
Accounts receivable	$ 396,336	$ 440,918
Working Capital Deficiency	(3,478,218)
Accumulated Deficit	(12,367,062)
Bank indebtedness	0	126,073
Potential Increase Decrease in Company's After Tax Loss	$ 21,000

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16. Segmented information

6 Months Ended

Jun. 30, 2014

Segment Reporting [Abstract]

16. Segmented information

16. Segmented information

The Company has two reportable segments: gastrointestinal clinical services and addiction and rehabilitation treatments. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (note 3). The Company evaluates performance based on profit or loss from operations before income taxes not including non-recurring gains and losses and foreign exchange gains and losses. The Company’s reportable segments are strategic business units that offer different services. They are managed separately because each business requires different technology, specialists and marketing strategies.

 For the six month period ended June 30, 2014

		Gastrointestinal Clinical Services			Addiction and Rehabilitation Treatments			Other Segments			Total
Revenues from external customers	$	1,163,253		$	1,615,818		$	—		$	2,779,072
Depreciation of fixed assets		28,494			41,143			—			69,637
Interest expense		6,620			7,939			13,689			28,248
Segment loss		(106,921	)		(223,695	)		(101,488	)		(432,105	)
Segment assets		656,727			521,148			49			1,177,923

For the three month period ended June 30, 2014

		Gastrointestinal Clinical Services			Addiction and Rehabilitation Treatments			Other Segments			Total
Revenues from external customers	$	635,536		$	1,005,557		$	—		$	1,641,093
Depreciation of fixed assets		14,338			20,702			—			35,040
Interest expense		3,987			(9,329	)		13,689			8,347
Segment profit ( loss )		(58,280	)		184,932			(24,311	)		102,341
Segment assets		656,727			521,148			49			1,177,923

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7. Fixed assets (Tables)

6 Months Ended

Jun. 30, 2014

Property, Plant and Equipment [Abstract]

Fixed Assets

		Cost		Accumulated Amortization		June 30, 2014		December 31, 2013
Computer equipment	$	21,327	$	11,931	$	$9,396	$	11,118
Computer software		25,763		25,763		-		—
Furniture and equipment		412,121		247,668		164,453		198,236
Medical equipment		421,647		223,895		197,752		152,095
Vehicles		67,187		28,718		38,469		45,520
Leasehold improvements		202,223		87,407		114,816		129,155
	$	1,150,269	$	625,382	$	$524,886	$	536,124

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10. Short term convertible note payable (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2014
Debt Disclosure [Abstract]
Short Term Loan Agreement	$ 93,689
Note Converted	64,541
Note Converted, Shares Issued Upon Conversion	1,045,099
Loan Payable	80,000
Interest Accrued	13,689
Current Balance Due	$ 93,689

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Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Operating activities
Net loss	$ (432,104)	$ (702,685)
Depreciation	69,637	89,477
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities	(362,467)	(613,208)
Changes in operating assets and liabilities
Accounts receivable	44,581	(50,388)
Harmonized sales tax	30,103	101,068
Prepaid expenses	6,091	10,535
Inventory	(19,349)	6,704
Accounts payable and accrued liabilities	(108,643)	143,318
Accrued interest	13,689
Withholding taxes payable	212,310	235,833
Deferred revenue	2,651	(55,407)
Net cash used in operating activities	(181,033)	(221,544)
Investing activities
Purchase of fixed assets	(58,399)	1,055
Net cash used in investing activities	(58,399)	1,055
Financing activities
Change in restricted cash	540	(6,343)
Repayment of loan payable	(4,120)
Proceeds from convertible notes payable	80,000
Proceeds from the sale of common stock	382,502	23,939
Proceeds ( Repayment ) from related party notes	(73,228)	193,847
Net cash provided by financing activities	385,694	211,444
Effect of exchange rate on cash	7,373	181,906
Net change in cash	153,635	172,861
Beginning cash balance (deficiency)	(126,073)	(70,803)
Ending cash balance ( Including restricted )	27,562	102,058
Supplemental cash flow information
Cash paid for interest	28,248	85,252
Cash paid for income taxes
Supplemental Schedules of Noncash investing and financing activities
Common stock issued as a result of conversion of convertible notes payable	262,869	961,636

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5. Financial instruments

6 Months Ended

Jun. 30, 2014

Fair Value Disclosures [Abstract]

5. Financial instruments

5. Financial instruments

The Company is exposed to various risks through its financial instruments. The following analysis provides a measure of the Company's risk exposure and concentrations at the balance sheet date, June 30, 2014.

(a) 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.

With respect to accounts receivable of $396,336 (December 31, 2013: $440,918), the Company receives most of its revenues in 1816191 Ontario Inc. from the Ontario Ministry of Health and Long-Term Care, a provincially regulated program (note 6). The Company performs frequent reviews of billing reports submitted to the Ontario Ministry of Health and Long-Term Care, to ensure accuracy and filing on a timely basis. Allowances are provided for potential losses that have been incurred at the balance sheet date.

Credit risk associated with accounts receivable of Greenestone Clinic Muskoka Inc. is mitigated due to balances from many customers, as well as through credit checks and frequent reviews of receivables to ensure timely collection. In addition, there is no concentration risk with the Greenestone Clinic Muskoka Inc. accounts receivable balance since balances are due from many customers.

In the opinion of management, credit risk with respect to accounts receivable is assessed as low, not material and remains unchanged from the prior year.

(b) 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 $3,478,218 and accumulated deficit of $12,367,062. As disclosed in note 2, the Company will be dependent upon the raising of additional capital in order to implement its business plan. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. In the opinion of management, liquidity risk is assessed as high, material and remains unchanged from the prior year.

In the opinion of management, liquidity risk associated with bank overdraft of $0 (December 31, 2013: $126,073) is assessed as low, with zero bank indebtedness at June 30, 2014. The Company ensures that financial liabilities are placed with a financial institution with a high credit rating in order to mitigate the risk. There is a concentration risk associated with the bank indebtedness since the Company uses one financial institution.

(c) 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.

i. 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 not exposed to interest rate risk on its bank indebtedness as there is a balance of $0 at June 30, 2014. This liability is based on floating rates of interest that have been stable during the current reporting period. In the opinion of management, interest rate risk is assessed as low, not material and remains unchanged from the prior year.

ii. 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 its subsidiaries operate in Canada and are subject to fluctuations in the Canadian dollar. Most of the Company’s financial assets and liabilities are denominated in Canadian dollars. Based on the net exposures at June 30, 2014, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $21,000 increase or decrease in the Company’s after-tax net loss, respectively. The Company has not entered into any hedging agreements to mediate this risk. In the opinion of management, currency risk is assessed as low, material and remains unchanged from the prior year.

iii. 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.

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9. Loan payable (Tables)

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Loan Payable

2015	$	8,086
2016		8,457
2017		8,845
Thereafter		6,898
	$	32,286

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8. Convertible notes payable (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2014
Summary of Investments, Other than Investments in Related Parties [Abstract]
Convertible Notes, Converted Amount	$ 198,328
Convertible Notes, Converted, Shares Issued	731,449
Note Payable, Reclassified	48,284
Matured Convertible Debentures	$ 93,480
Matured Convertible Debentures, Shares Issued Upon Conversion	208,151

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15. Management of capital

6 Months Ended

Jun. 30, 2014

Equity [Abstract]

15. Management of capital

15. Management of capital

The Company’s objectives of capital management are to safeguard its ability to support the Company’s normal operating requirements on an ongoing basis. The Company defines capital as the total of its total assets less total liabilities.

The Company manages its capital structure and makes adjustments in light of changes in its economic environment and the risk characteristics of the Company’s assets. To effectively manage the Company’s capital requirements, the Company has in place a planning, budgeting and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. The Company is dependent upon the raising of additional capital through placement of common shares, and, or debt financing to support its normal operating requirements. 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. As at June 30, 2014 there was no externally imposed capital requirement to which the Company is subject and with which the Company has not complied.