Stockholder’s deficit

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Stockholder’s deficit

17. Stockholder’s deficit

a. Common shares

Authorized and outstanding 

The Company has authorized 10,000,000,000 shares with a par value of $0.01 per share. The Company has issued 7,726,283,805 and 7,729,053,805 shares of common stock at March 31, 2025 and December 31, respectively.

 
On July 12, 2024, the Company issued 4,000,000,000 shares of common stock to Mr. Shawn Leon, the Company CEO and his spouse, Ms. Eileen Greene, both related parties, for the conversion of $2,000,000 of related party payables, see note 15 above.

On November 17, 2024, the Company entered into a subscription agreement with a party related to Shawn Leon, whereby 165,000,000 shares of common stock were subscribed for at $0.0012 per share, for gross proceeds of $198,000. These shares have not been issued yet and the proceeds of $198,000 is recorded as a Share subscription liability until such time as the common shares are issued.

On February 18, 2025, the Company cancelled 2,770,000 shares which were acquired by Mr. Leon, the Company’s CEO from several individuals. Mr. Leon cancelled these shares.

b. Series A Preferred shares

Authorized, issued and outstanding 

The Company has authorized 10,000,000 Series A preferred shares with a par value of $0.01 per share. The Company has issued and outstanding 4,765,000 Series A Preferred shares at March 31, 2025 and December 31, 2024. 

On September 27, 2024, the Company issued 600,000 shares of Series A Preferred stock to Mr. Shawn Leon for the conversion of $6,000 of related party payables, see note 15 above.

On November 17, 2024, 165,000 shares of Series A Preferred stock was sold to a relative of Mr. Leon for gross proceeds of $1,650.

c. Stock options

Our board of directors adopted the Greenstone Healthcare Corporation 2013 Stock Option Plan (the “Plan”) to promote our long-term growth and profitability by (i) providing our key directors, officers and employees with incentives to improve stockholder value and contribute to our growth and financial success and (ii) enable us to attract, retain and reward the best available persons for positions of substantial responsibility. A total of 10,000,000 shares of our common stock have been reserved for issuance upon exercise of options granted pursuant to the Plan. The Plan allows us to grant options to our employees, officers and directors and those of our subsidiaries, provided that only our employees and those of our subsidiaries may receive incentive stock options under the Plan. We have no issued options at March 31, 2025 and December 31, 2024 under the Plan.

d. Warrants

All of the warrants have cashless exercise terms whereby in-the-money warrants may be exercised by reducing the number of shares issued in terms of the warrant exercise to offset the proceeds due on the exercise.

All of the warrants have price protection features whereby any securities issued subsequent to the date of the warrant issuance date, were issued at a lower price, or have conversion features that are lower than the current exercise price, or were converted at a lower price, or are exercisable at a lower price, to the current warrant exercise price, will result in the exercise price of the warrant being set to the lower issue, conversion or exercise price.

A summary of the Company’s warrant activity during the period from January 1, 2024 to March 31, 2025 is as follows: 

	No. of shares		Exercise price per share		Weighted average exercise price
Outstanding as of January 1, 2024		1,022,376,420		$0.001 to $0.00205	$	0.001284
Granted		–		–		–
Forfeited/cancelled		–		–		–
Exercised		–		–		–
Outstanding as of December 31, 2024		1,022,376,420		$0.001 to $0.00205	$	0.001284
Granted		–		–		–
Forfeited/cancelled		–		–		–
Exercised		–		–		–
Outstanding as of March 31, 2025		1,022,376,420		$0.001 to $0.00205	$	0.001284

The following table summarizes information about warrants outstanding at March 31, 2025:

	Warrants outstanding						Warrants exercisable
Exercise price	No. of shares		Weighted average remaining years		Weighted average exercise price		No. of shares		Weighted average exercise price
$0.001		745,810,761		2.25	$	0.001000		745,810,761	$	0.001000
$0.002050		276,565,659		0.77		0.002050		276,565,659		0.002050
		1,022,376,420		1.85	$	0.001284		1,022,376,420	$	0.001284

All of the warrants outstanding at March 31, 2025 are vested. The warrants outstanding at March 31, 2025 have an intrinsic value of $0.