Ethema Health Corporation, Form 10-K, fiscal year ended December 31, 2023

Summary

Ethema Health Corporation's annual report on Form 10-K for its 2023 fiscal year, ended December 31, filed with the U.S. Securities and Exchange Commission under Commission file number 000-15078. The cover page values common stock owned by non-affiliates at approximately $2,073,714 as of June 30, 2023, based on a closing price of $0.0006, and reports 3,729,053,805 shares outstanding as of May 6, 2024. Item 1 states that the company was incorporated in Colorado on April 1, 1993 and survived a merger with Nova Natural Resources Corporation effective February 1, 1995. Signatures, including Shawn Leon's as Chief Financial Officer, are dated May 7, 2024.

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM 10-K

☒ ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended: December 31 , 2023

or

☐ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the transition period from ______to _________

Commission
file number: 000-15078

Ethema
Health Corporation

(Exact
name of registrant as specified in its charter)

Colorado 84-1227328

(State
or other jurisdiction of incorporation or organization)

(I.R.S.
Employer Identification No.)

950
Evernia Street

West
Palm Beach , Florida 33401

(Address
of principal executive offices)

( 416 ) 500
0020

(Registrant’s
telephone number, including area code)

Securities registered
 under Section 12(b) of the Exchange Act:
Title
 of each class | Name
 of each exchange on which registered
None | N/A

Securities
registered under Section 12(g) of the Act:

Common
Stock, $0.01 par value per share

(Title
of class)

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate
by check mark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. ☒ Yes No ☐

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data
file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 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 ☒ No ☐

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of issuer’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D.1(b). ☐

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

Large accelerated filer | ☐ | Accelerated filer | ☐
Non-accelerated filer | ☐ (Do not check if a smaller reporting
 company) | Smaller reporting company | ☒
Emerging growth company | ☐

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The
aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2023, based on
a closing share price of $0.0006 was approximately $ 2,073,714 .

As
of May 6, 2024, the registrant had 3,729,053,805 shares
of its common stock, par value $0.01 per share, outstanding.

ETHEMA
HEALTH CORPORATION

YEAR
ENDED DECEMBER 31, 2023

TABLE
OF CONTENTS

PAGE
PART I.
Item 1. | Business | 1
Item 1A. | Risk Factors | 3
Item 1B. | Unresolved Staff Comments | 3
Item 2. | Properties | 3
Item 3. | Legal Proceedings | 3
Item 4. | Mine Safety Disclosures | 3
PART II.
Item 5. | Market for Registrant’s Common Equity Related
 Stockholder Matters and Issuer Purchases of Equity Securities | 4
Item 6. | Reserved | 5
Item 7. | Management’s Discussion and Analysis of Financial
 Condition and Results of Operations | 5
Item 8. | Financial Statements and Supplementary Data | 10
Item 9. | Changes in and Disagreements with Accountants on Accounting
 and Financial Disclosure | 11
Item 9A. | Controls and Procedures | 11
Item 9B. | Other Information | 12
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent
 Inspections | 12
PART III
Item 10. | Directors, Executive Officers and Corporate Governance | 13
Item 11. | Executive Compensation | 14
Item 12. | Security Ownership of Certain Beneficial Owners and
 Management and Related Stockholder Matters | 15
Item 13. | Certain Relationships and Related Transactions, and
 Director Independence | 16
Item 14. | Principal Accountant Fees and Services | 17
Part IV.
Item 15. | Exhibits and Financial Statements Schedules | 18
SIGNATURES | 21

PART
I

Special
Note Regarding Forward-Looking Statements

Many
of the matters discussed within this Annual Report contain forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) on our current expectations and projections about future events. In
some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “potential,”
“continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,”
“estimates,” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and
are subject to a number of risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could
cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. Such risks
and uncertainties include the risks noted under Item 7, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” but are also contained elsewhere. We do not undertake any obligation to update any forward looking statements.
Unless the context requires otherwise, references to “we,” “us,” “our,” and “Ethema,”
refer to Ethema Health Corporation and its subsidiaries.

Furthermore,
if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in
these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that
we will achieve our objectives and plans in any specified time frame, or at all. We do not undertake any obligation to update any forward-looking
statements.

Item 1. Business.

Company
History

Ethema
Health Corporation (the “Company” or “Ethema”), a Colorado corporation was incorporated under the laws of the
State of Colorado on April 1, 1993, and is the surviving company of a merger, effective February 1, 1995, between the Company and Nova
Natural Resources Corporation, a Delaware corporation (“Nova Delaware”). The merger was effectuated solely for the purpose
of changing the Company’s domicile from Delaware to Colorado. At all times prior to 2001, the Company was engaged in the oil and
gas exploration business. Nova Delaware was the successor entity to Nova Petroleum Corporation, a Delaware corporation, and Power Resources
Corporation, a Delaware corporation, which merged in 1986 (“the 1986 Merger”). Prior to the 1986 Merger, Nova Petroleum Corporation
and Power Resources Corporation had operated since 1979 and 1972, respectively. In 2001, the Company entered into the electronics business
and this business was active in 2001 and 2002, as part of the Torita Group. After 2002, the Company continued with various stages of
development in this business until 2010.

On
April 1, 2010, the Company changed its principal operations from development stage electronics to healthcare services. On March 29, 2010,
the Company entered into a one year consulting agreement with GreeneStone Clinic Inc., a Canadian corporation (“Greenestone Clinic”),
whereby Greenestone Clinic provided consulting services for the Company’s development and operation of medical clinics in the province
of Ontario, Canada. Specifically, Greenestone Clinic provided medical and business expertise in the initial startup of private clinics
and technical assistance to ensure that the clinics were in compliance with governmental policy and procedure requirements as well as
any operational requirements. At the time of entering into this consulting agreement, Greenestone Clinic operated a clinic at the Muskoka
property housing its addiction treatment clinic and provided endoscopy services. The Company started offering medical services in June
2010, offering various medical services, including endoscopy, cardiology and executive medicals, which services were subsequently sold.

During
December 2016, the Company obtained a license to operate and provide addiction treatment healthcare services in Florida, USA. The company
commenced operations under this license with effect from January 2017.

On
February 14, 2017, the Company completed a series of transactions (referred to collectively as the “Restructuring Transactions”),
including a Share Purchase Agreement (the “SPA”) whereby the Company
acquired 100% of the stock of Cranberry Cove Holdings Ltd. (“CCH”) from Leon Developments Ltd. (“Leon Developments”),
a company wholly owned by Shawn E. Leon, who is the President, CEO, and CFO of the Company, for an assignment to Leon Developments of
CDN$659,918 owing to the Company and the issuance of 60,000,000 shares of the Company’s common stock valued at $2,184,000. CCH
held the real estate on which the Company’s GreeneStone Muskoka operated. The Company entered into an Asset Purchase Agreement
(the “APA”) whereby the assets of GreeneStone Muskoka were sold by
GreeneStone Muskoka, to Canadian Addiction Residential Treatment LP (the “Purchaser” or “CART”), for a total
consideration of CDN$10,000,000. The company also entered into a lease agreement whereby the Company leased the real estate to Cart for
an initial 5 year period with three 5 year renewal options.

On
February 14, 2017, immediately after closing on the sale of the assets of GreeneStone Muskoka, the Company closed on the acquisition
of the business and real estate assets of Seastone Delray pursuant to certain real estate and asset purchase agreements through
its wholly owned subsidiary, Addiction Recovery Institute of America, LLC (“ARIA”). The purchase price for the ARIA assets
was US$6,070,000.

1

On
April 4, 2017 the Company changed its Corporate name from Greenestone Healthcare Corporation to Ethema Health Corporation.

On
November 2, 2017, the Company entered into an Agreement to purchase certain buildings in West Palm Beach, Florida, totaling approximately
80,000 square feet, on which the Company planned to operate a substance abuse treatment center. The purchase price of the Property was
$20,530,000. The Company made a series of nonrefundable down payments totaling $2,940,546 in 2017 and 2018. On May 23, 2018, the Company
converted the agreement to purchase the buildings from the Landlord into a real property lease agreement with a purchase option. The
lease was for an initial 10 years and provided for two additional 10 year extensions. In June 2018, the Company moved its ARIA operations
into the West Palm Beach properties and in September 2018 received a license to operate in-patient detoxification and residential treatment
services. On December 20,2019, the Company entered into an agreement with the landlord to terminate the lease agreement on January 31,
2020.

On April
2, 2019, the Company disposed of the real estate assets in ARIA located at 801 Andrews Avenue, Delray Beach for gross proceeds of $3,500,000,
and on October 10, 2019, the Company transferred the remaining real estate asset located at 810 Andrews Avenue, Delray Beach, Florida
to Leonite Capital, LLC, for net proceeds of $1,398,510, which proceeds were offset against the convertible loan owing to Leonite.

On
June 30, 2020, the Company entered into an agreement (“the Stock Purchase Agreement”), whereby the Company agreed to acquire
51% of American Treatment Holdings, Inc. (“ATHI”) from The Q Global Trust (“Seller”) and Lawrence B Hawkins (“Hawkins”),
which owned 100% of Evernia Health Services LLC. (“Evernia”), which operates drug rehabilitation facilities. The consideration
for the acquisition was a loan to be provided by the Company to Evernia in the amount of $500,000. The Company has an option to acquire
an additional 24% of ATHI for 100,000,000 shares of common stock and $50,000, on the condition that a probationary license was approved
by the Florida Department of Family and Child Services, which was received on June 30,2021, upon which the Company exercised its option
to acquire the additional 24% of ATHI, resulting in a 75% ownership of ATHI.

On
December 30, 2022, the company entered into two agreements whereby it sold two non-operating subsidiaries, Greenstone Muskoka and ARIA
to the Company Chairman and CEO for gross proceeds of $0, after Greenstone Muskoka forgave its intercompany receivable owing from the
Company of $6,690,381 and the Company forgave its intercompany balance owing from ARIA of $9,605,315.

On
June 30, 2023, the Company entered into an exchange agreement with Leonite Capital, LLC, whereby it exchanged 400,000 Series B shares
with a value of $400,000 plus accrued dividends thereon of $61,184 for its entire shareholding in its property owning subsidiary, CCH.
The Series B shares were cancelled upon consummation of the transaction.

On
October 3, 2022 the Company entered into a purchase and sale agreement with Evernia Station Limited Partnership for the purchase of 950
Evernia Street, West Palm Beach, Florida (“950”), the property in which it operates its treatment center, for gross proceeds
of $5,500,000. (“Purchase Agreement”). The closing was originally scheduled for February 1, 2023, however through a series
of 6 addendums to the Purchase Agreement requiring the payment of a total $180,000 in extension fees, the Closing was extended to August
3, 2023.

Simultaneously
with the closing of the purchase and sale agreements, on August 4, 2023, the Company entered into a long term lease for 950 with an initial
term of twenty years, and two ten year extension options. The lessor is Pontus EHC Palm Beach, LLC , a Delaware limited liability company
and a portfolio company of Pontus Net Lease Advisors, LLC. The lease is absolutely net and the lease cost for the initial year is $748,000
paid monthly. The lease increases at a rate of 2.75% per year for a total term lease obligation of $19,595,653 over the initial twenty-year
term.

Corporate
Structure

The
Company consists of the following entities:

Ethema Health
 Corporation (Parent company);

Ethema
is the publicly traded investment holding company, registered in Colorado, U.S.

American
 Treatment Holdings, Inc, a US registered company (75% owned);

ATHI
owns 100% of the members interest of Evernia.

Evernia
 Health Center, a US registered company;

Evernia
operates a treatment center in West Palm Beach Florida and is a wholly owned subsidiary of ATHI which was acquired by Ethema effective
July 1, 2021. The Company has been actively involved in the operation of this treatment center since June 30, 2020.

Delray Andrews
 RE, LLC (“DARE”), a US registered company (wholly owned and dormant);

DARE
has remained dormant since inception.

Employees

As
of December 31, 2023, Ethema had 65 employees.

2

Marketing

The
addiction treatment business in the USA operates as an insured healthcare service. Our marketing efforts are long-term processes of establishing
relationships with relevant professionals and our treatment staff. We use industry
specific conferences and functions to network with these professionals.

Through
Evernia, the Company has an in-network relationship with several health care providers and the majority of the Company’s clients
are sourced from these health care providers.

Competition

There
are a significant amount of treatment facilities in the United States, we compete with these clinics for patients who are typically covered
by insured healthcare services.

Environmental
Regulations

The
Company is not currently subject to any pending administrative or judicial enforcement proceedings arising under environmental laws or
regulations. Environmental laws and regulations may be adopted in the future which may have an impact upon the Company’s operations.

Item
1A. Risk Factors.

Not
applicable because we are a smaller reporting company.

Item
1B. Unresolved Staff Comments

None.

Item
2. Properties.

Ethema
Executive Offices

The
Company’s executive offices are located at 950 Evernia Street, West Palm Beach, Florida, 33406.

West
Palm Beach Treatment Operations

The Company,
through its acquisition of ATHI, effectively acquired 75% of the Evernia treatment facility located at 950 Evernia Street, West Palm
Beach Florida. The Company has been actively involved in the operation of the Evernia treatment facility since June 2020.

Item 3. 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
4. Mine Safety Disclosures.

None.

3

PART
II

Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .

The
Company’s common stock is quoted on the Over-the-counter Market (the “OTC PINK”) under the symbol “GRST”.
The Company was sponsored by the market maker Wilson Davis & Co. from Salt Lake City, Utah,
which filed a Form 15c2-11 application with the Financial Industry Regulatory Authority (“FINRA”) for the Company in 2011.
This application was approved by FINRA in February 2012, and Wilson Davis & Co. first quoted the stock in March 2012.

From
March 2012 to January 2020, our common stock had been traded on the OTCQB markets under the symbol “GRST”, in January 2020,
the stock was downgraded to the OTC Pink Sheets market.

The last reported sale price
of our common stock on the OTC Pink on May 6, 2024 was $0.0003 per share. As of May 6, 2024, there were approximately 157 holders of record
of our common stock.

Dividend
Policy

We
have not paid any cash dividends on our common stock to date, and we have no intention of paying cash dividends in the foreseeable future.
Whether we declare and pay dividends is determined by our Board of Directors at their discretion, subject to certain limitations imposed
under Colorado corporate law. The timing, amount and form of dividends, if any, will depend on, among other things, our results of operations,
financial condition, cash requirements and other factors deemed relevant by our Board of Directors.

Equity
Compensation Plan Information

See
Item 11 - Executive Compensation for equity compensation plan information.

Recent
Sales of Unregistered Securities

Other
than as set forth below or as previously disclosed in our filings with the Securities and Exchange Commission, we did not sell any equity
securities during the year ended December 31, 2023 in transactions that were none registered under the Securities Act.

On June 28, 2023 the Company entered into a Warrant Exchange Agreement with a previous lender that exchanged a Warrant outstanding to
the previous lender originally issued on June 12, 2020 for a new Warrant dated June 30, 2023. The substantial changes to the warrant
affect the number of shares in the warrant, the exercise price and the term. The original warrant provided for the previous lender to
have a continuing right to purchase a 20% share of the outstanding common shares until it expired on June 12, 2025 which was originally
set at 326,286,847 shares. The new warrant is exercisable for 745,810,761 shares, 20% of the number of common shares outstanding on June
28, 2023, with no allowance for adjustment, except normal adjustments due to splits or consolidations, until the new expiry date of June
30, 2027. The exercise price in the original warrant was $0.10, with allowance for adjustments, which when applied resulted in an exercise
price of $0.0004 per share. The exercise price on the new warrant is $0.001 and is only adjustable if the Company issues any shares at
a price less than the exercise price during the warrant period except for any issuance of shares to the Company’s president or
related parties on any debt outstanding to those parties as of June 30, 2023, and limited to a conversion price of $0.0005 per share.

P enny
Stock

The
U.S. Securities and Exchange Commission (the “SEC”) has adopted rules that regulate broker dealer practices in connection
with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information
with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker dealer,
prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains
a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer
with respect to a violation of such duties or other requirements of the securities laws. (c) contains a brief, clear, narrative description
of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
(d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure
document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language,
type size and format, as the SEC shall require by rule or regulation.

The
broker dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker dealer and its salesperson in the transaction; (c) the number of shares
to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock;
and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.

4

In
addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker
dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s
written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks,
and a signed and dated copy of a written suitability statement.

These
disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty
selling our securities.

Issuer
Purchases of Equity Securities

There
were no issuer purchases of equity securities during the fiscal year ended December 31, 2023.

Item
6. Reserved

Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations.

The
following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, our audited annual financial
statements and the related notes thereto, each of which appear elsewhere in this Annual Report. This discussion contains certain forward-looking
statements that involve risks and uncertainties in this Annual Report. Actual results could differ materially from those projected in
the forward-looking statements. The Management Discussion and Analysis of Financial Condition and Results of Operations below is based
upon only the financial performance of Ethema Health Corporation.

Our
consolidated 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 consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented.
Our consolidated 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 consolidated financial statements and accompanying notes to the consolidated
financial statements for the year ended December 31, 2023.

Results
of operations for the year ended December 31, 2023 and the year ended December 31, 2022.

Revenue

Revenue
was $5,344,976 and $4,820,747 for the years ended December 31, 2023 and 2022, respectively, an increase of $524,229 or 10.9%.

Revenue
from patient treatment was $5,159,680 and 4,411,546 for the years ended December 31, 2023 and 2022, respectively, an increase of $748,134
or 17.0%. The increase is due to the increase in the number of in-network patients at the facility due to the approval of the facility
by a number of health care plans over the current year.

Revenue
from rental income was $185,296 and $377,351 for the years ended December 31, 2023 and 2022, respectively, a decrease of $192,055 or
50.4%. The Company disposed of its real property owning subsidiary, Cranberry Cove Holdings, to a related party , Leonite Capital, LLC
on June 30, 2023, revenue was only recognized for the first half of the current fiscal year.

Operating
Expenses

Operating expenses was $5,886,896
and $4,331,630 for the years ended December 31, 2023 and 2022, respectively, an increase of $1,555,266 or 35.9%. The increase in operating
expenses is attributable to:

· | General and administrative expenses was $1,041,501 and $805,372 for the years ended December 31, 2023 and 2022, respectively, an increase of $236,129 or 29.3%. The increase is primarily attributable to due to an increase in insurance costs of $85,701, due to the general hardening of the insurance market in South Florida, an increase in capital raising costs of $40,470 for funds spent on exploring capital raising opportunities, and the balance of $117,959 consisting of increase in numerous individually insignificant costs, related to the increase in the number of patients passing through the facility during the current period.
· | Rent expense was $614,793 and $427,482 for the years ended December 31, 2023 and 2022 an increase of $187,311 or 43.8%. The increase is primarily due to an increase in rental which arose on the acquisition of the building from our landlord and the immediate disposal of the building to a third party on August 4, 2023, resulting in the cancellation of the old lease which expired in January 2027 and entering into a new 20 year lease expiring in August 2043, at an increased current rental of $33,161 per month as adjusted for rental smoothing over the term of the lease on both the cancelled old lease and the new 20 year lease, see gain on disposal of property below.
5
· | Management fees were $368,003 and $132,500 for the years ended December 31, 2023 and 2022, respectively, an increase of $235,503 or 177.7%. Management fees included a once off charge of $185,503 related to a fee charged by Leon Developments to Cranberry Cove prior to its disposal to a related party Leonite Capital on June 30, 2023. In addition, the Company paid management fees of $182,500 to the minority shareholder of ATHI during the year.
· | Professional fees were $707,413 and $463,678 for the years ended December 31, 2023 and 2022, respectively, an increase of $243,735 or 52.6%. The increase is primarily due to the increase in professional fees related to the acquisition and immediate disposal of the real property in which the treatment facility operates on August 4, 2023, see gain on disposal of property, below, and an increase in contractor fees related to the increase in the number of patients treated at the facility during the current year, which resulted in increased revenues.
· | Salaries and wages was $2,656,267 and $1,962,479 for the years ended December 31, 2023 and 2022, respectively, an increase of $693,788 or 35.4%. T he increase is due to the increase in headcount to service the increase in the number of patients treated at the facility during the current year.
· | Depreciation expense was $498,919 and $540,119 for the years ended December 31, 2023 and 2022, respectively, a decrease of $41,200 or 7.6%. The decrease is primarily due to the disposal of Cranberry Cove Holdings to Leonite Capital, a related party, on June 30, 2023. Cranberry Cove assets included buildings and leasehold improvements which were being depreciated prior to disposal.

Operating (loss) profit

The operating (loss) profit
was $(541,920) and $489,117 for the years ended December 31, 2023 and 2022, respectively, an increase in loss of $1,031,037 or 210.8%.
The increase in loss is due to the increase in operating expenses of $1,555,266, discussed in detail above, including once off management
fees of $245,503, increased professional fees and capital raising fees which are not expected to incur in future periods, offset by the
increase in revenue of $524,229, discussed in detail above.

Other
income

Other
income was $0 and $15,760 for the years ended December 31, 2023 and 2022, respectively. In 2022 other income consisted of a financial
inducement granted to the Company by the previous landlord.

Forgiveness
of government relief loan

Forgiveness
of government relief loan was $0 and $104,368 for the years ended December 31, 2023 and 2022, respectively, a decrease of $104,368 or
100.0%. The Company received partial forgiveness of the Government assistance loan in the prior
year.

Gain on
disposal of property

Gain on disposal
of property was $2,484,172 and $0 for the year ended December 31, 2023 and 2022, respectively, an increase of $2,484,172 or 100.0%. The
Company exercised its option to acquire the property located at 950 Evernia Street, West Palm Beach, Florida, in which its treatment
center operations, and subsequently disposed of the property to a third party, realizing a profit on disposal of $2,484,172, after transaction
costs.

Loss
on debt extinguishment

Loss
on debt extinguishment was $277,175 and $0 for the years ended December 31, 2023 and 2022, respectively, an increase of $277,175 or 100.0%.
The loss on debt extinguishment is related primarily to replacement warrants issued to Leonite Capital as part of the debt settlement
reached with Leonite.

Extension
fee on property purchase

The
extension fee on the property purchase was $140,000 and $0 for the years ended December 31, 2023 and 2022, respectively, an increase
of $140,000 or 100%. The extension fee was levied by the landlord of our West Palm Beach facility to afford us additional time to structure
the acquisition of the facility, which we in turn disposed of to a third party lender.

Penalty
on convertible debt

The penalty on convertible
notes was $34,688 and $60,075 for the years ended December 31, 2023 and 2022, respectively, an increase of $25,387 or 42.3%. The penalty
on convertible note was agreed upon with one of our lenders whose note was in default and was subsequently settled after June 30, 2023.

Interest
income

Interest
income was $676 and $78 for the years ended December 31, 2023 and 2022 respectively. Interest income is immaterial.

6

Interest expense

Interest expense was $500,226
and $588,477 for the years ended December 31, 2023 and 2022, respectively, a decrease of $88,251 or 15.0%, primarily due to the decrease
in mortgage interest due to the disposal of CCH, our property owning subsidiary on June 30, 2023, and a decrease in interest expense on
convertible notes and promissory notes settled during the current period.

Debt discount

Debt discount was $281,354
and $624,683 for the years ended December 31, 2023 and 2022, respectively, a decrease of $343,329 or 54.6%. The
decrease is primarily due to the full amortization of debt discount on convertible notes in the prior year. The current year amortization
consists of the amortization of discount on receivables funding.

Foreign exchange movements

Foreign exchange movements
were $(95,032) and $1,071,320 for the years ended December 31, 2023 and 2022, respectively, Foreign exchange movements represents the
realized exchange gains and (losses) on monetary assets and liabilities settled during the current year as well as mark to market unrealized
gains and losses on monetary assets and liabilities reflected on the balance sheet and denominated in Canadian Dollars. In the prior year,
the foreign exchange movements included the realization of significant translation differences on foreign subsidiaries sold and in the
current year we disposed of Cranberry Cove Holdings, our last foreign subsidiary denominated in Canadian Dollars, to a related party.

Net income before taxation

Net income before taxation
was $614,453 and $407,408 for the years ended December 31, 2023 and 2022, respectively, an increase of $207,045 or 50.8%. The
increase is primarily due to the gain on sale of property, and the decrease in debt discount and interest expense, offset by the increase
in the operating loss, the loss on debt extinguishment, the extension fee paid on the property purchase and the foreign exchange movements,
all discussed in detail above.

Taxation

Taxation was $391,962 and
$(112,220) for the years ended December 31, 2023 and 2022, respectively an increase of $504,182 or 449.3%. The
increase is due to the completion of tax returns for our operating subsidiaries during the current year, which resulted in the reversal
of previously provided for income taxes, primarily related to accelerated depreciation allowances on property and equipment and the reversal
of the deferred tax liability related to intangible assets. The 2022 charge relates to the profitable Evernia operations, which
has been subsequently reversed in the 2023 year.

Net income

Net income was $1,006,415
and $295,188 for the years ended December 31, 2023 and 2022, respectively, an increase of $711,227 or 240.9%. The increase is due to the
increase in income before taxation and the reversal of prior period taxation charges and deferred tax balances, discussed above.

Liquidity
and Capital Resources

Cash
used in operating activities was $(0.5) million and cash generated by operating activities was $1.6 million for the
years ended December 31, 2023 and 2022, respectively a decrease of $2.1 million or 129.6%. The decrease is primarily due to the following:

· | The increase in
net income of $0.7 million, as discussed above;
· | The decrease in non-cash movements of $(2.7) million, primarily due to the gain on disposal of property of $(2.5) million, as discussed above;
· | The increase in working capital of $(0.1) million, primarily due to an increase in the movement of accounts receivable of $0.3 million, a decrease in the movement in accounts payable and accrued liabilities of $(0.1) million, and a decrease in the movement of taxes payable of $0.4 million due to the reversal of prior year tax provisions.

Cash
provided by investing activities was $2.5 million and cash used in investing activities was $0.7 million for the years ended December
31, 2023 and 2022, respectively. The Company exercised its option to acquire 950 Evernia Street, where it conducts its treatment facility
for net proceeds of $5.2 million, net of $0.4 million of deposits previously paid. Upon acquisition, we immediately
sold the property for net proceeds of $8.1 million, after fees and expenses related to the disposal. During the current year, we paid
a lease deposit of $374,000 for the real property lease entered into immediately upon disposal of the real property. In the prior year
we invested $0.4 million in deposits for the purchase of the Evernia Street property and a further $0.3 million in property and equipment
for the treatment center.

7

Cash
used in financing activities was $(2.1) million and cash provided by investing activities was $0.3 million for the years ended December
31, 2023 and 2022, respectively. In the current year, the Company used a portion of the proceeds from investing activities for the net
repayment of convertible notes of $(1.0) million, the net repayment of promissory notes of $(0.1) million and the payment of third party
loans of $0.3 million.. The Company also repaid net receivables funding of $0.4 million, mortgage loans of $0.1 million and related party
loans of $0.2 million during the current year. In the prior year, we repaid net promissory notes of $0.1 million, mortgage loans of $0.1
million, and third party loans of $0.1 million, funded by net receivables funding of $$.4 million and related party loans of $0.3 million.

Over
the next twelve months we estimate that the company will require approximately $4.8 million in funding to repay its obligations if these
obligations are not converted to equity. We will need funding for working capital as we continue to seek opportunities for addiction treatment
in the US markets. 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.

Going Concern

Our
consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that we will
be able to meet our obligations and continue our operations in the normal course of business. At December 31, 2023, we had a working capital
deficiency of $7.9 million, and total liabilities in excess of assets in the amount of $6.2 million. We believe that current
available resources will not be sufficient to fund our planned expenditures over the next 12 months. Accordingly, we will be dependent
upon the raising of additional capital through placement of common shares, and/or debt financing in order to implement our business plan
and generate sufficient revenue in excess of costs. If we raise additional capital through the issuance of equity securities or securities
convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior
to those of the holders of common stock or convertible senior notes. If we raise additional funds by issuing debt, we may be subject to
limitations on its operations, through debt covenants or other restrictions. If we obtain additional funds through arrangements with collaborators
or strategic partners, we may be required to relinquish our rights to certain geographical areas, or techniques that it might otherwise
seek to retain. There is no assurance that we will be successful with future financing ventures, and the inability to secure such financing
may have a material adverse effect on our financial condition. These consolidated financial statements do not include any adjustments
to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue as a going concern.

Critical accounting policies

Revenue
recognition

We
recognize revenue in terms of ASC 606 which requires us to exercise more judgment and recognize revenue using a five-step process as described
under our accounting policies in note 2 to the consolidated financial statements.

We
derive substantially all of our revenue from payors that receive discounts from established billing rates. The various managed care contracts
under which these discounts must be calculated are complex, subject to interpretation and adjustment, and may include multiple reimbursement
mechanisms for different types of services provided in the Company’s inpatient facilities and cost settlement provisions. Management
estimates the transaction price on a payor-specific basis given its interpretation of the applicable regulations or contract terms. The
services authorized and provided and related reimbursement are often subject to interpretation that could result in payments that differ
from the Company’s estimates. Additionally, updated regulations and contract renegotiations occur frequently, necessitating regular
review and assessment of the estimation process by management.

Settlements
with third-party payors are estimated and recorded in the period in which the related services are rendered and are adjusted in future
periods as final settlements are determined. In the opinion of management, adequate provision has been made for any adjustments and final
settlements.

Allowance
for Doubtful Accounts, Contractual and Other Discounts

In conjunction
with Revenue recognition, we recognize revenue based on historical collections received from healthcare providers, recognizing only a
percentage of revenues actually billed. Effectively recognizing revenue net of any expected billing differentials. Based on our collection
experience, the percentage of revenue recognized is adjusted on a periodic basis, thereby taking into account expected credit losses in
the revenue recognition process. The revenue we recognize is already net of expected credit losses.

8

Leases

We account for leases in terms of ASC 842. In terms
of ASC 842, the Company assesses whether any asset based leases entered into for periods longer than twelve months meet the definition
of financial leases or operation leases, by evaluating the terms of the lease, including the following; the duration of the lease; the
implied interest rate in the lease; the cash flows of the lease; and whether the Company intends to retain ownership of the asset at the
end of the lease term.

Leases which imply that we will not acquire the asset
at the end of the lease term are classified as operating leases, our right to use the asset is reflected as a non-current right of use
asset with a corresponding operational lease liability raised at the date of lease inception. The right of use asset and the operational
lease liability are amortized over the right of use period using the effective interest rate implied in the operating lease agreement.

Long Lived Assets

The Company evaluates the carrying value of its long-lived
assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when
events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If the expected undiscounted future
cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value will be charged
to earnings.

Fair value is based upon discounted cash flows of
the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate, current
estimated net sales proceeds from pending offers.

Critical Accounting Estimates

Preparation of our consolidated financial statements
in accordance with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that
affect the reported amounts of certain assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets
and liabilities. Our estimates are based on our historical experience, information received from third parties and on various other factors
that we believe are reasonable under the circumstances, that results of which form the basis for making judgments about the carrying value
of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimated under different
assumption or conditions. Significant accounting policies are fundamental to understanding our financial condition and results as they
require the use of estimates and assumptions which affect the financial statements and accompanying notes. See Note 2 - Summary of Significant
Accounting Policies of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further
information.

The Critical accounting policies that involved significant
estimation include the following:

Revenue recognition

Management constantly monitors the level of billings
and collections on those billings and makes an estimation of the percentage of billings that will ultimately be recorded as revenue. The
various managed care contracts under which these discounts must be calculated are complex, subject to interpretation and adjustment, and
may include multiple reimbursement mechanisms for different types of services provided in the Company’s inpatient facilities and
cost settlement provisions. Management estimates the transaction price on a payor-specific basis given its interpretation of the applicable
regulations or contract terms. The services authorized and provided and related reimbursement are often subject to interpretation that
could result in payments that differ from the Company’s estimates.

Since we already make adjustments for expected collections
we are constantly taking into account any expected credit losses.

Leases

On August 4, 2023, we entered into
an acquisition and immediate disposal transaction with two unrelated third parties for the building which we currently operate our West
Palm Beach treatment facility, see note 5 to the consolidated financial statements.

Simultaneously
with the acquisition and disposal, on August 4, 2023, we entered into a long term lease for 950 Evernia Street, West Palm Beach, Florida
with an initial term of twenty years, and two ten year extension options. The lease is absolutely net and the lease cost for the initial
year is $748,000 paid monthly. The lease increases at a rate of 2.75% per year for a total term lease obligation of $19,595,653 over the
initial twenty-year term. Due to the initial lease term of twenty years, we are not certain that the extension periods will be exercised
at this point in time and accordingly, these have been excluded from the present value of the minimum future lease payments.

To determine the present
value of minimum future lease payments for operating leases at August 4, 2023, we were required to estimate a rate of interest that we
would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment (the "incremental borrowing
rate" or "IBR"). Wey determined the appropriate IBR by identifying a reference rate and making adjustments that take into
consideration financing options and certain lease-specific circumstances. For the reference rate, the Company used the Fannie Mae, in
excess of $3,000,000 rate based on an 80% value to loan ratio, averaging the 15 and 30 year indicative rates, resulting in a rate of 7.70%.
We determined that 7.70% per annum was an appropriate incremental borrowing rate to apply to its real-estate operating lease.

The present value of the
future minimum lease payments was valued at $9,333,953 on August 4, 2023.

Long-lived assets

We have significant long-lived assets, including property
and equipment, intangible assets, right-of-use assets and deposits. The Company evaluates the carrying value of its long-lived assets
for impairment by comparing managements estimates of undiscounted future cash flows of the assets to the net book value of the assets
when events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. This requires significant
estimation of future revenue streams, based on management’s understanding of the business which may not be accurate and may require
re-estimation at a future date. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess
of the net book value over the estimated fair value will be charged to earnings.

Fair value is based upon discounted cash flows of
the assets at a rate deemed by management to be reasonable for the type of asset and prevailing market conditions, appraisals, and, if
appropriate, current estimated net sales proceeds from pending offers.

9

Item
8. Financial Statements and Supplementary Data.

ETHEMA
HEALTH CORPORATION

INDEX
TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed
in US$ unless otherwise indicated)

PAGE
Report of Independent Registered Public Accounting
 Firm (PCAOB ID 229) | F-1
Consolidated Balance Sheets as of December 31, 2023
 and 2022 | F-3
Consolidated Statements of Operations and Comprehensive
 (Loss) income for the years ended December 31, 2023 and 2022 | F-4
Consolidated Statements of Changes in Stockholders
 Deficit for the years ended December 31, 2023 and 2022 | F-5
Consolidated Statements of Cash Flows for the years
 ended December 31, 2023 and 2022 | F-6
Notes to the Consolidated Financial Statements | F-7
10

REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders of

Ethema
Health Corporation and Subsidiaries

West
Palm Beach, FL 33401

Opinion
on the Financial Statements

We
have audited the accompanying consolidated balance sheet of Ethema Health Corporation and Subsidiaries (collectively, the “Company”)
as of December 31, 2023, the related consolidated statement of operations, stockholders’ deficit and cash flows for each of the
year ended December 31, 2023, and the related notes and schedules (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2023, and the results of its operations and its cash flows for each of the year ended December 31, 2023 in conformity with accounting
principles generally accepted in the United States of America.

The
Company's Ability to Continue as a Going Concern

The
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed
in Note 3 to the accompanying consolidated financial statements, the Company has suffered recurring losses from operations, generated
negative cash flows from operating activities, has an accumulated deficit and has stated that substantial doubt exists about Company’s
ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans in regarding
these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

Basis
for Opinion

These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

Critical
Audit Matters

The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective or complex judgments.

We
determined that there are no critical audit matters.

/s/ RBSM LLP

We
have served as the Company’s auditor since 2023.

New
York, NY

May
7, 2024

New
York, NY Washington DC Mumbai & Pune, India Boca Raton, FL

San
Francisco, CA Las Vegas, NV Beijing, China Athens, Greece

Member:
ANTEA International with affiliated offices worldwide

F- 1

REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders of Ethema Health Corporation

West
Palm Beach, Florida

Opinion
on the Consolidated Financial Statements

We
have audited the accompanying consolidated balance sheets of Ethema Health Corporation (the Company) at December 31, 2022, and the related
consolidated statements of operations and comprehensive income (loss), changes in stockholders’ deficit, and cash flows for each
of the year ended December 31, 2022, and the related notes (collectively referred to as the consolidated financial statements). In our
opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December
31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles
generally accepted in the United States of America.

Basis
for Opinion

The
accompanying consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

Going
Concern

The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the consolidated
financial statements, the Company has accumulated deficit of approximately $43.5 million and negative working capital of approximately
$12.7 million at December 31, 2022, which raises substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to these matters are described in Note 3. The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Critical Audit Matters

The critical audit matters
communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or
required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit
matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating
the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which
they relate.

Accounting for Embedded Conversion
Features on Convertible Notes – Refer to Notes 9 and 14 to the Financial Statements

The principal considerations
for our determination that performing procedures relating to the valuation of derivatives is a critical audit matter are the significant
judgment by management when developing the fair value of the derivative liabilities. This in turn led to a high degree of auditor judgment,
subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the valuation models
used and related variable inputs used within those models.

Addressing
the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included testing management’s process for developing the fair value estimate; evaluating
the appropriateness of the valuation techniques; testing the completeness and accuracy of underlying data used in the model; and evaluating
the significant assumptions used by management, including the values of expected volatility and discount rate. Evaluating management’s
assumptions related to the volatility amounts and discount rates involved evaluating whether the assumptions used by management were
reasonable considering the current and historical performance, the consistency with external market and industry data, and whether these
assumptions were consistent with evidence obtained in other areas of the audit.

/s/ Daszkal
 Bolton LLP
Boca
 Raton, Florida
March
 31, 2023
We
 served as the Company’s auditor from 2018 to March 2023.
F- 2

ETHEMA
HEALTH CORPORATION

CONSOLIDATED
BALANCE SHEETS

December
 31, 2023 | December
 31, 2022
ASSETS
Current
 assets
Cash | $ | 68,573 | $ | 140,757
Accounts
 receivable, net | 313,338 | 337,074
Prepaid
 expenses | 18,159 | 44,718
Other
 current assets | 3,030 | 20,347
Total
 current assets | 403,100 | 542,896
Non-current
 assets
Property
 and equipment | 508,401 | 2,974,395
Intangible
 assets, net | 894,952 | 1,252,932
Right
 of use assets | 9,323,723 | 1,393,071
Deposits
 paid | 389,000 | 400,000
Total
 non-current assets | 11,116,076 | 6,020,398
Total
 assets | $ | 11,519,176 | $ | 6,563,294
LIABILITIES
 AND STOCKHOLDERS’ DEFICIT
Current
 liabilities
Accounts
 payable and accrued liabilities | $ | 352,101 | $ | 170,934
Taxes
 payable | — | 248,644
Convertible
 notes, net of discounts | 4,419,927 | 5,269,250
Short-term
 notes | 680,672 | 460,534
Mortgage
 loans | — | 3,504,605
Receivables
 funding | 211,961 | 416,731
Government
 assistance loans | 14,962 | 14,818
Operating
 lease liability | 38,563 | 287,017
Finance
 lease liability | 8,426 | 7,891
Accrued
 dividends | — | 194,829
Related
 party payables | 2,572,292 | 2,713,878
Total
 current liabilities | 8,298,904 | 13,289,131
Non-current
 liabilities
Government
 assistance loans | 20,520 | 79,555
Deferred
 taxation | — | 217,451
Third
 party loans | — | 578,335
Operating
 lease liability | 9,383,557 | 1,206,413
Finance
 lease liability | 16,475 | 24,952
Total
 non-current liabilities | 9,420,552 | 2,106,706
Total
 liabilities | 17,719,456 | 15,395,837
Preferred
 stock - Series B; $ 1.00 par
 value 10,000,000 authorized, 0 and 400,000 shares
 issued and outstanding as of December 31, 2023 and 2022, respectively. | — | 400,000
Stockholders’
 deficit
Preferred
 stock - Series A; $ 0.01 par
 value, 10,000,000 authorized, 4,000,000 shares
 issued and outstanding as of December 31, 2023 and 2022. | 40,000 | 40,000
Common stock - $ 0.01 par
 value, 10,000,000,000 shares
 authorized; 3,729,053,805 shares
 issued and outstanding as of December 31, 2023 and December 31, 2022. | 37,290,539 | 37,290,539
Additional
 paid-in capital | 26,187,925 | 23,419,917
Discount for shares issued
 below par value | ( 27,363,367 | ) | ( 27,363,367 | )
Accumulated
 other comprehensive loss | — | ( 5,065 | )
Accumulated
 deficit | ( 42,355,377 | ) | ( 43,484,751 | )
Stockholders’
 deficit attributable to Ethema Health Corporation stockholders’ | ( 6,200,280 | ) | ( 10,102,727 | )
Non-controlling
 interest | — | 870,184
Total
 stockholders’ deficit | ( 6,200,280 | ) | ( 9,232,543 | )
Total
 liabilities and stockholders’ deficit | $ | 11,519,176 | $ | 6,563,294

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

F- 3

ETHEMA
HEALTH CORPORATION

CONSOLIDATED
STATEMENTS OF OPERATIONS

AND
COMPREHENSIVE (LOSS) INCOME

Year
 ended December 31, 2023 | Year
 ended December 31, 2022
Revenues | $ | 5,344,976 | $ | 4,820,747
Operating expenses
General and administrative | 1,041,501 | 805,372
Rent expense | 614,793 | 427,482
Management fees | 368,003 | 132,500
Professional fees | 707,413 | 463,678
Salaries and wages | 2,656,267 | 1,962,479
Depreciation
 expense | 498,919 | 540,119
Total
 operating expenses | 5,886,896 | 4,331,630
Operating (loss) profit | ( 541,920 | ) | 489,117
Other (expense) income
Other income | — | 15,760
Forgiveness of government
 relief loan | — | 104,368
Gain on sale of
 property | 2,484,172 | —
Loss on debt extinguishment | ( 277,175 | ) | —
Extension fee on property
 purchase | ( 140,000 | ) | —
Penalty on notes and convertible
 notes | ( 34,688 | ) | ( 60,075 | )
Interest income | 676 | 78
Interest expense | ( 500,226 | ) | ( 588,477 | )
Debt discount | ( 281,354 | ) | ( 624,683 | )
Foreign
 exchange movements | ( 95,032 | ) | 1,071,320
Net income before taxation | 614,453 | 407,408
Taxation | 391,962 | ( 112,220 | )
Net income | 1,006,415 | 295,188
Net loss (income) attributable
 to non-controlling interest | 170,184 | ( 47,308 | )
Net income attributable
 to Ethema Health Corporation Stockholders’ | 1,176,599 | 247,880
Preferred stock dividend | ( 47,225 | ) | ( 97,782 | )
Net income available to
 common shareholders of Ethema Health Corporation | 1,129,374 | 150,098
Accumulated other comprehensive
 loss
Foreign
 currency translation adjustment | — | ( 821,597 | )
Total
 comprehensive income (loss) | $ | 1,129,374 | $ | ( 671,499 | )
Basic income per common share | $ | 0.00 | $ | 0.00
Diluted income per common share | $ | 0.00 | $ | 0.00
Weighted average common shares outstanding
 – Basic | 3,729,053,805 | 3,704,807,230
Weighted average common shares outstanding
 – Diluted | 3,903,671,684 | 4,276,363,181

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

F- 4

ETHEMA
HEALTH CORPORATION

CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ DEFICIT

Series A Preferred | Common | Additional
 Paid | Discount | Comprehensive | Accumulated | Non- controlling
 shareholders
Shares | Amount | Shares | Amount | in Capital | to par value | Income | Deficit | Interest | Total
Balance as of December
 31, 2021 | 4,000,000 | 40,000 | 3,579,053,805 | 35,790,539 | 22,791,350 | ( 26,013,367 | ) | 816,532 | ( 44,103,311 | ) | 822,876 | ( 9,855,381 | )
Adjustments to prior period on adoption of
 ASU 2020-06 | — | — | — | — | — | — | — | 468,462 | — | 468,462
Conversion of convertible notes | — | — | 150,000,000 | 1,500,000 | — | ( 1,350,000 | ) | — | — | — | 150,000
Transactions with related parties | — | — | — | — | 628,567 | — | — | — | — | 628,567
Foreign currency translation | — | — | — | — | — | — | ( 821,597 | ) | — | — | ( 821,597 | )
Net income | — | — | — | — | — | — | 247,880 | 47,308 | 295,188
Dividends accrued | — | — | — | — | — | — | — | ( 97,782 | ) | — | ( 97,782 | )
Balance as of December 31, 2022 | 4,000,000 | $ | 40,000 | 3,729,053,805 | $ | 37,290,539 | $ | 23,419,917 | $ | ( 27,363,367 | ) | $ | ( 5,065 | ) | $ | ( 43,484,751 | ) | $ | 870,184 | $ | ( 9,232,543 | )
Disposal of subsidiary to related party | — | — | — | — | 2,034,885 | — | — | — | ( 700,000 | ) | 1,334,885
Deemed extinguishment of debt by related party | — | — | — | — | 461,184 | — | — | — | — | 461,184
Fair value of warrants issued on debt extinguishment | — | — | — | — | 271,939 | — | — | — | — | 271,939
Foreign currency translation | — | — | — | — | — | — | 5,065 | — | — | 5,065
Net income | — | — | — | — | — | — | — | 1,176,599 | ( 170,184 | ) | 1,006,415
Dividends accrued | — | — | — | — | — | — | — | ( 47,225 | ) | — | ( 47,225 | )
Balance as of December 31, 2023 | 4,000,000 | $ | 40,000 | 3,729,053,805 | $ | 37,290,539 | $ | 26,187,925 | $ | ( 27,363,367 | ) | — | ( 42,355,377 | ) | — | ( 6,200,280 | )

The
accompanying notes are an integral part of the consolidated financial statement

F- 5

ETHEMA
HEALTH CORPORATION

CONSOLIDATED
STATEMENTS OF CASH FLOWS

Year
 ended December
 31, 2023 | Year
 ended December
 31, 2022
Operating
 activities
Net
 income | $ | 1,006,415 | $ | 295,188
Adjustment
 to reconcile net income to net cash (used in) provided by operating activities:
Depreciation
 and amortization expense | 498,919 | 540,119
Amortization
 of debt discount | 281,354 | 624,683
Gain
 on disposal of property | ( 2,484,172 | ) | —
Loss
 on debt extinguishment | 277,175 | —
Forgiveness
 of federal relief loan | — | ( 104,368 | )
Penalty
 on promissory notes | 34,688 | 60,075
Amortization
 of right of use asset | 177,220 | 260,745
Deferred
 taxation movement | ( 217,451 | ) | ( 55,606 | )
Changes
 in operating assets and liabilities
Accounts
 receivable | 78,037 | ( 215,364 | )
Prepaid
 expenses | 26,562 | ( 14,996 | )
Other
 current assets | 5,513 | ( 3,113 | )
Accounts
 payable and accrued liabilities | 201,978 | 305,785
Operating
 lease liabilities | ( 179,184 | ) | ( 241,083 | )
Taxes
 payable | ( 237,211 | ) | 125,014
Net
 cash (used in) provided by operating activities | ( 530,157 | ) | 1,577,079
Investing
 activities
Acquisition
 of real property, net of $ 400,000 deposit paid | ( 5,209,276 | ) | —
Proceeds
 on disposal of real property | 8,093,448 | —
Purchase of property and equipment | ( 40,602 | ) | ( 315,822 | )
Proceeds
 on sale of subsidiary, net of cash of $ 1,421 | — | ( 1,421 | )
Proceeds
 from deposits | — | 4,984
Investment
 in deposits | ( 389,000 | ) | ( 400,000 | )
Net
 cash provided by (used in) investing activities | 2,454,570 | ( 712,259 | )
Financing
 activities
Repayment of mortgage | ( 58,320 | ) | ( 117,073 | )
Proceeds
 from convertible notes | 150,000 | —
Repayment
 of convertible notes | ( 1,153,666 | ) | —
Proceeds
 from promissory notes | 447,000 | 160,000
Repayment
 of promissory notes | ( 568,325 | ) | ( 289,044 | )
Proceeds
 from receivables funding | 580,646 | 682,500
Repayment
 of receivables funding | ( 994,483 | ) | ( 330,312 | )
Repayment
 of government assistance loans | ( 14,579 | ) | ( 2,970 | )
Repayment
 of third party loans | ( 283,746 | ) | ( 76,856 | )
Repayment
 of finance leases | ( 7,943 | ) | ( 7,437 | )
(Repayment) proceeds of related party notes | ( 174,012 | ) | 284,906
Net
 cash (used in ) provided by financing activities | ( 2,077,428 | ) | 303,714
Effect
 of exchange rate on cash | 80,831 | ( 1,076,599 | )
Net
 change in cash | ( 72,184 | ) | 91,935
Beginning
 cash balance | 140,757 | 48,822
Ending
 cash balance | $ | 68,573 | $ | 140,757
Supplemental
 cash flow information
Cash
 paid for interest | $ | 425,117 | $ | 234,240
Cash
 paid for income taxes | $ | — | $ | —
Non-cash
 investing and financing activities
Fair
 value of warrant issued on debt extinguishment | $ | 271,939 | $ | —
Disposal
 of subsidiary to related party | $ | 1,334,885 | $ | —
Deemed
 extinguishment of debt by related party | $ | 461,184 | $ | —
Conversion
 of convertible notes | $ | — | $ | 150,000

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

F- 6

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Nature
of business

Since
2010, the Company has operated addiction treatment centers. Initially the Company operated an addiction treatment center in Ontario Canada
under its Greenestone Muskoka clinic, which was sold on February 14, 2017. Simultaneously with this sale the Company purchased buildings
and operated an addiction treatment center in Delray Beach Florida under its Addiction recovery Institute of America subsidiary with
a license obtained in December 2016, initially though owned properties in Delray Beach and subsequently though leased properties in West
Palm Beach, Florida. Since June 30, 2020, the Company has been actively involved in the management of a treatment center operated by
Evernia in West Palm Beach Florida. On July 1, 2021, the Company closed on the acquisition of 75% of ATHI, which owns 100% of Evernia,
once the probationary approval of a license was obtained from the Department of Children and Family Services of Florida. Evernia is currently
the only active treatment center operated by the Company.

The
Company sold its real estate on which its Greenstone Muskoka clinic operated during the current year, see note 4 below.

2. Summary
of significant accounting policies

Financial
Reporting

The
Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States
of America (“US GAAP”).

Management
further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of
internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed
to assure, among other items, that i) recorded transactions are valid; ii) valid transactions are recorded; and iii) transactions are
recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results
of operations and cash flows of the Company for the respective periods being presented.

a) Use of Estimates

The
preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from
those estimates.

b) Principals
of consolidation and foreign currency translation

The
accompanying consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany transactions
and balances have been eliminated on consolidation.

Certain
of the Company’s previous subsidiaries functional currency was the Canadian dollar, while the Company’s reporting currency
is the U.S. dollar. All transactions initiated in Canadian dollars are translated into US dollars in accordance with ASC 830, “Foreign
Currency Translation” as follows:

● | Monetary
 assets and liabilities at the rate of exchange in effect at the balance sheet date.
● | Certain
 non-monetary assets and liabilities and equity at historical rates.
● | Revenue
 and expense items and cash flows at the average rate of exchange prevailing during the year.

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

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

The
relevant translation rates are as follows: For the year ended December 31, 2023, a closing rate of CDN$1 equals US$0.7561 and an average
exchange rate of CDN$1 equals US$0.7409, for the year ended December 31, 2022, a closing rate of CDN$1.0000 equals US$0.7383 and an average
exchange rate of CDN$1.0000 equals US$0.7686.

F- 7

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. Summary
of significant accounting policies (continued)

c) Business Combinations

The
Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed for
business combinations with third parties based on their estimated fair values. The excess of the fair value of purchase consideration
over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Such
valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant
estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired
technology, and trade names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value
are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results
may differ from estimates.

d) Cash and cash equivalents

For
purposes of the statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months
or less and money market accounts to be cash equivalents. The Company maintains cash and cash equivalents with several financial institution
in the USA and Canada. There were no cash equivalents at December 31, 2023 and 2022.

The
Company primarily places cash balances in the USA with high-credit quality financial institutions located in the United States which
are insured by the Federal Deposit Insurance Corporation up to a limit of $ 250,000 per institution.

e) Accounts receivable

Accounts
receivable primarily consists of amounts due from third-party payors (non-governmental) and private pay patients and is recorded net
of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical
to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial
statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk
of overestimating net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the
risk of non-payment as a result of commercial insurance companies denying claims, (iii) the risk that patients will fail to remit
insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource
and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the
risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not
covered by insurance) and (vi) the risk of non-payment from uninsured patients.

f) Allowance for Doubtful Accounts, Contractual and Other Discounts

The
Company derives the majority of its revenues from commercial payors at in-network rates. The Company recognizes revenue based on historical
collections received from healthcare providers, recognizing only a percentage of revenues actually billed. Effectively recognizing revenue
net of any expected billing differentials. Based on the Company’s collection experience, the percentage of revenue recognized is
adjusted on a periodic basis, thereby taking into account expected credit losses in the revenue recognition process. The revenue we recognize
is already net of expected credit losses, therefore management does not maintain a separate allowance for doubtful accounts, contractual
and other discounts.

Management
also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the percentage of revenue
to be recognized.

g) Leases

The Company accounts for leases in terms
of ASC 842. In terms of ASC 842, the Company assesses whether any asset based leases entered into for periods longer than twelve months
meet the definition of financial leases or operation leases, by evaluating the terms of the lease, including the following; the duration
of the lease; the implied interest rate in the lease; the cash flows of the lease; and whether the Company intends to retain ownership
of the asset at the end of the lease term.

Leases which imply that the Company will
retain ownership at the end of the lease term are classified as financial leases, are included in property and equipment with a corresponding
financial liability raised at the date of lease inception. Interest incurred on financial leases are expensed using the effective interest
rate method.

Leases which imply that the Company will
not acquire the asset at the end of the lease term are classified as operating leases, the Company’s right to use the asset is reflected
as a non-current right of use asset with a corresponding operational lease liability raised at the date of lease inception. The right
of use asset and the operational lease liability are amortized over the right of use period using the effective interest rate implied
in the operating lease agreement.

h) Property and equipment

Property
and equipment is recorded at cost. Depreciation is calculated on the straight line basis over the estimated life of the asset.

F- 8

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. Summary
of significant accounting policies (continued)

i) Long Lived Assets

The Company evaluates the carrying value
of its long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of
the assets when events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If the expected
undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair
value will be charged to earnings.

Fair value is based upon discounted cash
flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate,
current estimated net sales proceeds from pending offers.

j) Intangible assets

Intangible
assets are stated at acquisition cost less accumulated amortization, if applicable, less any adjustments for impairment losses.

Amortization
is charged on a straight-line basis over the estimated remaining useful lives of the individual intangibles. Where intangibles are deemed
to be impaired the Company recognizes an impairment loss measured as the difference between the estimated fair value of the intangible
and its book value.

Licenses
to provide substance abuse rehabilitation services are amortized over the expected life of the contract, including any anticipated renewals.
The Company expects its licenses to remain in operation for a period of five years.

k) Leases

The
Company accounts for leases in terms of AC 842 whereby leases are classified as either finance or operating leases. Leases that transfer
substantially all of the benefits and inherent risks of ownership of property to the Company are accounted for as finance leases. At
the time a finance lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition
and financing. Property and equipment recorded under finance leases is amortized on the same basis as described above. Operating leases
are recognized on the balance sheet as a lease liability with a corresponding right of use asset for all leases with a term that is more
than twelve months. Payments under operating leases are expensed as incurred.

l) Derivatives

The
Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine
whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value
with changes in fair value recorded in earnings. The Company previously used a Black Scholes Option Pricing model to estimate the fair
value of convertible debt conversion features at the end of each applicable reporting period. Changes in the fair value of these derivatives
during each reporting period were included in the statements of operations. Inputs into the Black Scholes Option Pricing model require
estimates, including such items as estimated volatility of the Company’s stock, risk free interest rate and the estimated life
of the financial instruments being fair valued.

If
the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt
with Conversion and Other Options” for consideration of any beneficial conversion feature.

m) 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, withholding taxes payable,
convertible notes payable, loans payable and related party notes.

Financial
assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write-down is recognized
in net income. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the
allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment
not been recognized previously. The amount of the reversal is recognized in net income. The Company recognizes its transaction costs
in net income in the period incurred. However, financial instruments that will not be subsequently measured at fair value are adjusted
by the transaction costs that are directly attributable to their origination, issuance or assumption.

FASB
ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles,
and expands disclosures about fair value measurements. ASC 820 establishes a three tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value as follows:

● | Level
 1. Observable inputs such as quoted prices in active markets;
● | Level
 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
● | Level
 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

The
Company measures its convertible debt and any derivative liabilities associated therewith at fair value. These liabilities are revalued
periodically and the resultant gain or loss is realized through the consolidated Statement of Operations and Comprehensive Loss.

F- 9

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. Summary
of significant accounting policies (continued)

n) Related
parties

Parties
are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled
by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members
of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if
one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting
parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All
transactions are recorded at fair value of the goods or services exchanged.

o) Revenue
recognition

ASC
606 requires companies to exercise more judgment and recognize revenue using a five-step process.

The
Company’s provision for doubtful accounts are recorded as a direct reduction to revenue instead of being presented as a separate
line item on the consolidated statements of operations and comprehensive loss.

As
our performance obligations relate to contracts with a duration of one year or less, the Company elected the optional exemption in ASC
606-10-50-14(a). Therefore, the Company is not required to disclose the transaction price for the remaining performance obligations at
the end of the reporting period or when the Company expects to recognize the revenue. The Company has minimal unsatisfied performance
obligations at the end of the reporting period as our patients typically are under no obligation to remain admitted in our facilities.

The
Company receives payments from the following sources for services rendered in our U.S. Facility: (i) commercial insurers; and (ii) individual
patients and clients. As the period between the time of service and time of payment is typically one year or less, the Company elected
the practical expedient under ASC 606-10-32-18 and does not adjust for the effects of a significant financing component.

The
Company derives a significant portion of its revenue from payors that receive discounts from established billing rates. The various managed
care contracts under which these discounts must be calculated are complex, subject to interpretation and adjustment, and may include
multiple reimbursement mechanisms for different types of services provided in the Company’s inpatient facilities and cost settlement
provisions. Management estimates the transaction price on a payor-specific basis given its interpretation of the applicable regulations
or contract terms. The services authorized and provided and related reimbursement are often subject to interpretation that could result
in payments that differ from the Company’s estimates. Additionally, updated regulations and contract renegotiations occur frequently,
necessitating regular review and assessment of the estimation process by management.

Settlements
with third-party payors are estimated and recorded in the period in which the related services are rendered and are adjusted in future
periods as final settlements are determined. In the opinion of management, adequate provision has been made for any adjustments and final
settlements. However, there can be no assurance that any such adjustments and final settlements will not have a material effect on the
Company’s financial condition or results of operations. The Company’s receivables were $313,338 and $337,074 at
December 31, 2023 and December 31, 2022, respectively. Management believes that these receivables are properly stated and are not likely
to be settled for a significantly different amount.

The
Company’s revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that
reflects the consideration that the Company expects to receive in exchange for those services. The Company derives its revenues from
the sale of its services. The Company applies the following five steps in order to determine the appropriate amount of revenue to
be recognized as it fulfills its obligations under each of its revenue transactions:

i. | identify the contract with a customer;
ii. | identify the performance obligations in the contract;
iii. | determine the transaction price;
iv. | allocate the transaction price to performance obligations
 in the contract; and
v. | recognize revenue as the performance
 obligation is satisfied.
F- 10

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. Summary
of significant accounting policies (continued)

p) Income taxes

The
Company accounts for income taxes under the provisions of ASC Topic 740, “Income Taxes”. Under ASC Topic
740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated
financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income taxes are provided
using the liability method. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences
by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the
tax bases of existing assets and liabilities. The tax basis of an asset or liability is the amount attributed to that asset or liability
for tax purposes. The effect on deferred taxes of a change in tax rates is recognized in income in the period of change. A valuation
allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all
of, the deferred tax assets will not be realized.

ASC Topic
740 contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return.
The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will
be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax
benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and
penalties accrued on unrecognized tax benefits within general and administrative expense. To the extent that accrued interest and penalties
do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction in general and administrative expenses
in the period that such determination is made. The tax returns for fiscal 2019, through 2021 are subject to audit or review by the US
tax authorities, whereas fiscal 2011 through 2021 are subject to audit or review by the Canadian tax authority.

q) Net income per Share

Basic
net income per share is computed on the basis of the weighted average number of common stock outstanding during the year.

Diluted
net income per share is computed on the basis of the weighted average number of common stock and common stock equivalents outstanding.
Dilutive securities having an anti-dilutive effect on diluted net income per share are excluded from the calculation.

Dilution
is computed by applying the treasury stock method for options and warrants. Under this method, “in-the money” options and
warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained
thereby were used to purchase common stock at the average market price during the period. Dilution is computed by applying the if-converted
method for convertible preferred stocks. Under this method, convertible preferred stock is assumed to be converted at the beginning of
the period (or at the time of issuance, if later), and preferred dividends (if any) will be added back to determine income applicable
to common stock. The shares issuable upon conversion will be added to weighted average number of common stock outstanding. Conversion
will be assumed only if it reduces earnings per share (or increases loss per share).

r) Stock based compensation

Stock
based compensation cost is measured at the grant date, based on the estimated fair value of the award and is recognized as expense over
the employee’s requisite service period or vesting period on a straight-line basis. Share-based compensation expense recognized
in the consolidated statements of operations for the year ended December 31, 2023 and 2022 is based on awards ultimately expected to
vest and has been reduced for estimated forfeitures. This estimate will be revised in subsequent periods if actual forfeitures differ
from those estimates. We have no awards with performance conditions and no awards dependent on market conditions.

F- 11

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. Summary
of significant accounting policies (continued)

s) Financial instruments Risks

The
Company is exposed to various risks through its financial instruments. The following analysis provides a measure of the Company’s
risk exposure and concentrations at the balance sheet date, December 31, 2023 and 2022.

i. | Credit risk

Credit
risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an
obligation. Financial instruments that subject the Company to credit risk consist primarily of accounts receivable.

Credit
risk associated with accounts receivable is mitigated as only a percentage of the revenue billed to health insurance companies is recognized
as income until such time as the actual funds are collected. The revenue is concentrated amongst several health insurance companies located
in the US.

In
the opinion of management, credit risk with respect to accounts receivable is assessed as low.

ii. | Liquidity risk

Liquidity
risk is the risk the Company will not be able to meet its financial obligations as they fall due. The Company is exposed to liquidity
risk through its working capital deficiency of approximately $7.9 million, and an accumulated deficit of approximately $42.4 million.
The Company is dependent upon the raising of additional capital in order to implement its business plan. There is no assurance that the
Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect
on the Company’s financial condition. In the opinion of management, liquidity risk is assessed as high, material and remains unchanged
from that of the prior year.

iii. | Market risk

Market
risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises of three types of risk: interest rate risk, currency risk, and other price risk. The Company is exposed to interest
rate risk and currency risk.

a. | Interest
 rate risk

Interest
rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Company is exposed to interest rate risk on its convertible debt, short term loans, third party loans and government
assistance loans as of December 31, 2023. In the opinion of management, interest rate risk is assessed as moderate.

b. | Currency risk

Currency
risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange
rates. The Company has limited exposure to assets and liabilities denominated in foreign currencies. The Company has not entered into
any hedging agreements to mitigate this risk. In the opinion of management, currency risk is assessed as low, material and remains unchanged
from that of the prior year.

c. | Other price risk

Other
price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the
individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. In the opinion
of management, the Company is not exposed to this risk and remains unchanged from the prior year.

t) Recent
accounting pronouncements

The
Financial Accounting Standards Board (“FASB”) issued additional updates during the year ended December 31, 2023. None of
these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact
on the Company’s consolidated financial statements upon adoption.

F- 12

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

3. Going concern

The
Company’s consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which
assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. At December
31, 2023, the Company has a working capital deficiency of $ 7.4 million, and total liabilities in excess of assets in the amount
of $ 6.2 million . Management believes that current available resources will not be sufficient to fund the Company’s planned
expenditures over the next 12 months. Accordingly, the Company will be dependent upon the raising of additional capital through placement
of common shares, and/or debt financing in order to implement its business plan and generating sufficient revenue in excess of costs.
If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders
will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock
or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its
operations, through debt covenants or other restrictions. If the Company obtains additional funds through arrangements with collaborators
or strategic partners, the Company may be required to relinquish its rights to certain geographical areas, or techniques that it might
otherwise seek to retain. There is no assurance that the Company will be successful with future financing ventures, and the inability
to secure such financing may have a material adverse effect on the Company’s financial condition. These consolidated financial
statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should
the Company be unable to continue as a going concern.

4. Disposal of subsidiaries

On
June 30, 2023, the Company entered into an exchange agreement with Leonite Capital, LLC, whereby it exchanged the 400,000 Series B shares
with a value of $400,000 plus accrued dividends thereon of $61,184 for its entire shareholding in its property owning subsidiary, Cranberry
Cove Holdings. The Series B shares were cancelled upon consummation of the transaction.

Immediately
prior to the disposal of Cranberry Cove Holdings, the Company assumed the loan owed to a third party of $779,005 and the loan owing to
Leon Developments of $1,973,837, Leon developments, a related party, owned by the Company’s CEO, Shawn Leon. In addition, the Company
forgave the intercompany debt owing by Cranberry Cove Holdings of $4,566,848.

The
assets and liabilities disposed of were as follows:

Net
 book value
Assets
Other receivable | $ | 12,015
Property
 and equipment | 2,420,499
2,432,514
Liabilities
Accounts payable and accrued
 liabilities | ( 196,859 | )
Government assistance loans | ( 45,317 | )
Mortgage
 loan | ( 3,525,223 | )
( 3,767,399 | )
Disposal of subsidiary
 to related party – recorded as additional paid in capital | $ | ( 1,334,885 | )

The
minority shareholders interest related to the Series A preferred stock in Cranberry Cove Holdings was recorded as a deemed contribution
to the Company and credited to additional paid in capital, resulting in a total credit to additional paid in capital of $ 2,034,885 .

The
cancellation of the Series B shares, which were owned by Leonite Capital, a related party, was deemed to be an extinguishment of debt
by a related party and recorded as a credit to additional paid in capital of $ 461,184 .

F- 13

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

4. | Disposal
 of subsidiaries (continued)

On
December 30, 2022, the Company entered into two agreements whereby it sold Greenstone Muskoka and ARIA to the Company Chairman and CEO
for gross proceeds of $0.

Immediately
prior to the disposal of these subsidiaries, Greenstone Muskoka forgave its intercompany receivable owing from the Company of $6,690,381
and the Company forgave its intercompany balance owing from ARIA of $9,605,315.

The
Company also assumed the liability to pay for the Government assistance loan of $ 50,073 .

The
assets and liabilities disposed of were as follows:

Greenstone
 Muskoka | ARIA | Net
 book value
Assets
Cash | $ | 382 | $ | 1,038 | $ | 1,420
382 | 1,038 | 1,420
Liabilities
Accounts payable and accrued
 liabilities | — | 134,795 | 134,795
Payroll taxes | 134,812 | — | 134,812
Income
 taxes payable | 360,380 | — | 360,380
495,192 | 134,795 | 629,987
Net liabilities sold | 494,810 | 133,757 | 628,567
Net proceeds realized | — | — | —
Gain
 on disposal booked as adjustment to paid in capital | $ | 494,810 | $ | 133,757 | $ | 628,567

5. Property and equipment

Acquisition
and simultaneous disposition of property

On
October 3, 2022 the Company entered into a purchase and sale agreement with Evernia Station Limited Partnership for the purchase of 950
Evernia Street, West Palm Beach, Florida (“950”), the property in which it operates its treatment center, for gross proceeds
of $5,500,000. (“Purchase Agreement”). The closing was originally scheduled for February 1, 2023, however through a series
of 6 addendums to the Purchase Agreement requiring the payment of a total $180,000 in extension fees, the Closing was extended to August
3, 2023.

On
February 27, 2023 the Company signed a listing agreement with Stream Capital Partners listing 950 for sale at a price of $9,568,000 with
the intention of identifying a buyer that would purchase and then potentially enter into a lease agreement with the Company.

On
May 4, 2023 the Company signed a Letter of Intent with Pontus Net Lease Advisers, LLC to sell 950 for $8,500,000 and lease the property
to the Company for a term of twenty years with two ten year extensions. On May 19, 2023, the Company signed a purchase and sale agreement
with Pontus Net Lease Advisors to sell 950 for $8,500,000. On August 4, 2023, the Company completed both the purchase of 950 from Evernia
Station Limited Partnership and the subsequent sale of 950 to Pontus Net Lease Advisors, LLC.

Simultaneously
with the closing of the purchase and sale agreements, on August 4, 2023, the Company entered into a long term lease for 950 with an initial
term of twenty years, and two ten year extension options. The lessor is Pontus EHC Palm Beach, LLC , a Delaware limited liability company
and a portfolio company of Pontus Net Lease Advisors, LLC. The lease is absolutely net and the lease cost for the initial year is $748,000
paid monthly. The lease increases at a rate of 2.75% per year for a total term lease obligation of $19,595,653 over the initial twenty-year
term. The Lease is personally guaranteed by the Company President and the guarantee may be released after 5 years based on certain financial
and performance metrics being met.

The
Company paid gross proceeds of $1,449,000 to Leonite Capital and Leonite Fund I, LP in settlement of all amounts outstanding to both entities,
disclosed in notes 9 and 10 below. In addition, $65,450 was paid to Ed Blasiak to settle the convertible promissory note disclosed in
note 9 below, $179,474 was paid to Joshua Bauman to settle the convertible promissory note disclosed in note 9 below, and $260,548 was
paid to Mirage Realty, LLC to settle the senior secured promissory note, disclosed in note 10 below.

F- 14

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

5. | Property
 and equipment (continued)

Acquisition
and simultaneous disposition of property (Continued)

The
details of the property purchase and subsequent sale are as follows:

Amount
Purchase of 950 Evernia
 Street property
Purchase price | $ | 5,500,000
Fees
 and expenses related to property purchase | 109,276
Total acquisition cost | 5,609,276
Proceeds on sale | 8,500,000
Fees
 and expenses related to disposal of the property | ( 406,552 | )
Net proceeds on
 disposal of property | 8,093,448
Gain
 on sale of property | $ | 2,484,172

Property
and equipment consists of the following:

December
 31, 2023 | December
 31, 2022
Cost | Accumulated
 depreciation | Net
 book value | Net
 book value
Land | $ | — | $ | — | $ | — | $ | 158,742
Property | — | — | — | 2,310,448
Leasehold improvements | 459,439 | ( 88,131 | ) | 371,308 | 373,320
Furniture and fittings | 152,234 | ( 47,519 | ) | 104,715 | 92,941
Vehicles | 55,949 | ( 29,060 | ) | 26,889 | 38,079
Computer equipment | 7,525 | ( 2,036 | ) | 5,489 | 865
$ | 675,147 | $ | ( 166,746 | ) | $ | 508,401 | $ | 2,974,395

Depreciation
expense for the year ended December 31, 2023 and 2022 was $ 140,939 and
$ 182,139 ,
respectively.

6. Intangibles

Intangible
assets consist of the Company’s estimate of the fair value of intangibles acquired with the acquisition of ATHI. The Company allocated
the excess over the tangible assets acquired, less the liabilities assumed to the contract provided to the Company by a health care service
provider.

Intangible
assets consist of the following:

December
 31, 2023 | December
 31, 2022
Cost | Accumulated
 amortization | Net
 book value | Net
 book value
Health care
 Provider license | $ | 1,789,903 | $ | ( 894,951 | ) | $ | 894,952 | $ | 125,293

The
Company evaluates intangible assets for impairment on an annual basis during the last month of each year and at an interim date if indications
of impairment exist. Intangible asset impairment is determined by comparing the fair value of the asset to its carrying amount with an
impairment being recognized only when the fair value is less than carrying value and the impairment is deemed to be permanent in nature.

The
Company recorded $ 357,981 in
amortization expense for finite-lived assets for the years ended December 31, 2023 and 2022.

Estimated
future amortization expense is as follows:

Amount
2024 | $ | 357,981
2025 | 357,981
2026 | 178,990
Total estimated amortization expense | $ | 894,952
F- 15

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

7. Leases

The
Company acquired ATHI on July 1, 2021, ATHI’s wholly owned subsidiary had entered into an operating lease agreement for certain
real property located at 950 Evernia Street , West
Palm Beach, Florida, with effect from February 1, 2019 for a period of three years, expiring on 1 February 2022. Under the terms
of the lease agreement, the lease was extended during October 2021 for a further 5 year period until 1 February 2027.

As
described in note 5 above, on October 3, 2022 the Company entered into a purchase and sale agreement with Evernia Station Limited Partnership
for the purchase of 950 Evernia Street, West Palm Beach, Florida, the property in which it operates its treatment center, for gross proceeds
of $5,500,000. On August 3, 2023, after 6 addendums to the agreement, the Company closed on the acquisition of the property. This resulted
in the termination of the lease with Evernia station, resulting in the reversal of the remaining right-of-use asset of $1,226,080 and
the associated operating lease liability of $1,328,803, which liability included $102,723 of accrued rental, which was offset against
the rental expense.

On
August 4, 2023, the Company entered into a long term lease for 950 Evernia Street, West Palm Beach, Florida with an initial term of twenty
years, and two ten year extension options. The lessor is Pontus EHC Palm Beach, LLC , a Delaware limited liability company and a portfolio
company of Pontus Net Lease Advisors, LLC. The lease is absolutely net and the lease cost for the initial year is $748,000 paid monthly.
The lease increases at a rate of 2.75% per year for a total term lease obligation of $19,595,653 over the initial twenty-year term. The
Lease is personally guaranteed by the Company President and the guarantee may be released after 5 years based on certain financial and
performance metrics being met. Due to the initial lease term of twenty years, the Company is not certain that the extension periods will
be exercised at this point in time and accordingly, these have been excluded from the present value of the minimum future lease payments.

To
determine the present value of minimum future lease payments for operating leases at August 4, 2023, the Company was required to estimate
a rate of interest that we would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment
(the "incremental borrowing rate" or "IBR").

The
Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing
options and certain lease-specific circumstances. For the reference rate, the Company used the Fannie Mae, in excess of $3,000,000 rate
based on an 80% value to loan ratio, averaging the 15 and 30 year indicative rates, resulting in a rate of 7.70%. The Company determined
that 7.70% per annum was an appropriate incremental borrowing rate to apply to its real-estate operating lease.

The
present value of the future minimum lease payments was valued at $9,333,953 on August 4, 2023.

Right of use assets are included in the consolidated balance sheet are as follows:

December
 31, 2023 | December
 31, 2022
Non-current assets
Right-of-use
 assets – finance leases, net of depreciation, included in Property and equipment | $ | 24,901 | $ | 38,079
Right-of-use assets
 - operating leases, net of amortization | $ | 9,323,723 | $ | 1,393,071

Lease
costs consists of the following:

Year ended
 December 31,
2023 | 2022
Finance lease cost:
Amortization of right-of-use assets | $ | 11,190 | $ | 11,190
Interest expense on finance
 lease liabilities | 1,938 | 2,443
13,128 | 13,633
Operating
 lease cost | $ | 598,336 | $ | 400,207
Lease
 cost | $ | 611,464 | $ | 413,840

Other
lease information:

Year ended
 December 31,
2023 | 2022
Cash paid for amounts included in the measurement
 of lease liabilities
Operating cash flows from finance
 leases | $ | ( 1,938 | ) | $ | ( 2,443 | )
Operating cash flows from operating leases | ( 600,299 | ) | ( 380,545 | )
Financing cash flows from
 finance leases | ( 7,891 | ) | ( 7,437 | )
Cash
 paid for amounts included in the measurement of lease liabilities | $ | ( 610,127 | ) | $ | ( 390,425 | )
Weighted average lease term – finance
 leases | 2
 years and ten months | 3
 years and ten months
Weighted average remaining lease term –
 operating leases | 19
 years and 8 months | 4
 years and 1 months
Discount rate – finance leases | 6.60 | % | 6.60 | %
Discount rate – operating leases | 7.7 | % | 4.64 | %
F- 16

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

7. | Leases
 (continued)

Maturity
of Leases

Finance
lease liability

The
amount of future minimum lease payments under finance leases as of December 31, 2023 is as follows:

Amount
2024 | $ | 9,829
2025 | 9,829
2026 | 6,195
2027 | 1,707
27,560
Imputed interest | ( 2,659 )
Total finance lease liability | $ | 24,901
Disclosed as:
Current portion | $ | 8,426
Non-Current portion | 16,475
Lease liability | $ | 24,901

Operating
lease liability

The
amount of future minimum lease payments under operating leases are as follows:

Amount
2023 | $ | 754,857
2024 | 775,615
2025 | 796,945
2026 | 818,861
2027 and thereafter | 16,200,042
Total undiscounted minimum future lease payments | 19,346,320
Imputed interest | ( 9,924,200 | )
Total operating lease liability | $ | 9,422,120
Disclosed as:
Current portion | $ | 38,563
Non-Current portion | 9,383,557
Lease liability | $ | 9,422,120

8. Taxes Payable

Taxes
payable consist of:

December
 31, 2023 | December
 31, 2022
HST/GST payable | — | 74,134
Income tax payable | — | 174,510
$ | — | $ | 248,644

On
June 30, 2023, the Company entered into an exchange agreement with Leonite Capital, LLC, whereby it exchanged the 400,000 Series B shares
with a value of $400,000 plus accrued dividends thereon of $61,184 for its entire shareholding in its property owning subsidiary, Cranberry
Cove Holdings. The HST/GST payable was settled prior to disposal.

The
income tax provision raised in previous years was reversed in the current year upon filing the tax returns with no taxation payable.

F- 17

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

9. Short-term
Convertible Notes

The
short-term convertible notes consist of the following:

Interest
 rate | Maturity
 Date | Principal | Interest | December
 31, 2023 | December
 31, 2022
Leonite Capital, LLC | 12.0 | % | On
 Demand | $ | — | $ | — | $ | — | $ | 184,749
Leonite Fund I, LP | Variable | March
 1, 2023 | — | — | — | 720,830
Auctus Fund, LLC | 0.0 | % | On
 Demand | 70,000 | — | 70,000 | 80,000
Labrys Fund, LP | 12.0 | % | On
 Demand | — | — | — | 8,826
Ed Blasiak | 6.5 | % | On
 Demand | — | — | — | 63,322
Joshua Bauman | 11.0 | % | October
 21, 2022 | — | — | — | 169,710
10.0 | % | August
 9, 2024 | 120,776 | 990 | 121,766 | —
Series N convertible notes | 6.0 | % | On
 Demand | 3,229,000 | 999,161 | 4,228,161 | 4,041,813
$ | 3,419,776 | $ | 1,000,151 | $ | 4,419,927 | $ | 5,269,250

Leonite
Capital, LLC

On
July 12, 2020, the Company entered into a Senior Secured Convertible Note agreement with Leonite for $440,000 with an original issue
discount of $40,000 for gross proceeds of $400,000, the initial tranche advanced will be for cash of $200,000 plus the OID
of $20,000, the remaining advances will be at the discretion of the Leonite. The loan bears interest at 6.5% per annum and matures
on June 12, 2021. The Company is required to make monthly payments of the accrued interest on the advances made. The note is convertible
into common shares at the option of the holder at $0.10 per share, or 80% multiplied by the price per share paid in subsequent financings
or after a six month period from the effective date at 60% of the lowest trading price during the preceding 21 consecutive trading days.
The note has both conversion price protection and anti-dilution protection provisions.

On
February 28, 2022, in terms of a conversion notice, Leonite converted the principal sum of $149,250 of the Leonite Note into 150,000,000 shares
of common stock at a conversion price of $0.0010 per share.

On
March 1, 2023, the Company entered into a forbearance agreement with Leonite whereby the parties agreed to extend the maturity date of
the note to June 8, 2023, the Company will continue to pay interest on the note, until repaid. On August 4, 2023, the Company settled
all outstanding liabilities owing to Leonite Capital and Leonite Fund I, LP, for gross proceeds of $1,449,000.

Leonite
Fund I, LP

Effective
June 1, 2022, the Company entered into a Note Exchange Agreement whereby the convertible promissory notes entered into with Labrys Fund
LP on May 7, 2021, with an outstanding principal balance of $341,000, and on June 2, 2021, with an outstanding principal balance of $230,000
and accrued interest thereon of $25,300, were exchanged for a new Senior Secured Convertible Promissory note in the principal amount
of $745,375, including an OID of $149,075. The Note matured on March 1, 2023, and bore interest at the minimum of 10% per annum or the
Wall Street Journal quoted prime rate plus 5.75%.

Interest
is payable monthly and the note may be prepaid with a prepayment penalty of 10%. The note is convertible into common stock
at a fixed conversion price of $0.01 per share, subject to anti-dilution adjustments and a fundamental transaction clause allowing the
note holder to receive the same consideration as common stockholders would receive.

The
convertible note is secured by all of the assets of Ethema Health Corporation and Addiction Recovery Institute of America, LLC.

On
March 1, 2023, the Company entered into a forbearance agreement with Leonite whereby the parties agreed to extend the maturity date of
the note to June 8, 2023, the Company will continue to pay interest on the note, until repaid. On August 4, 2023, the Company
settled all outstanding liabilities owing to Leonite Capital and Leonite fund I, L.P. for gross proceeds of $1,449,000.

F- 18

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

9. Short-term
Convertible Notes (continued)

Auctus
Fund, LLC

On
August 7, 2019, the Company, entered into a Securities Purchase Agreement with Auctus Fund, LLC, pursuant to which the Company issued
a Convertible Promissory Note in the aggregate principal amount of $225,000. The Note had a maturity date of May 7, 2020 and
bore interest at the rate of ten percent per annum from the date on which the Note was issued until the same became due and payable,
whether at maturity or upon acceleration or by prepayment or otherwise. The Company had the right to prepay the Note in terms of agreement.
The outstanding principal amount of the Note is convertible at any time and from time to time at the election of Auctus Fund, LLC during
the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion
price equal to 60% of the lowest closing bid price of the Company’s common stock for the thirty trading days prior to conversion.

On
June 15, 2020, The Company entered into an amended agreement with Auctus whereby the Company agreed to discharge the principal amount
of the note by nine equal monthly installments of $25,000 commencing in October 2020. During the year ended December 31, 2021, the
Company repaid Auctus the principal sum of $50,000.

During
March 2022, the Company paid $20,000 of principal on the convertible note, thereby reducing the principal outstanding to $80,000. The
note matured May 7, 2020, Auctus Fund LLC has not declared a default and we are in discussion with the lender on settling the note.

During
February 2023, the Company paid $10,000 of principal on the convertible note, thereby reducing the principal outstanding to $70,000.
The note matured May 7, 2020, Auctus Fund LLC has not declared a default and we are in constant in constant discussion with the lender
on settling the note.

Ed
Blasiak

On
September 14, 2020, the Company entered into a Securities Purchase Agreement with Ed Blasiak (“Blasiak”), pursuant to which
the Company issued a senior secured convertible promissory note in the aggregate principal amount of $55,000, including an original issue
discount of $5,000. The note bears interest at 6.5% per annum and matured on September 14, 2021. The note is senior to any
future borrowings and commencing on October 1, 2020 the Company will make monthly payments of the accrued interest under the note. The
note may be prepaid at certain prepayment penalties and is convertible into shares of common stock at a conversion price at the option
of the holder at $0.001 per share, adjusted for anti-dilution provisions; or 80% of the price per share of subsequent equity financings
or; after six months 60% of the lowest trading price during the preceding six month period.

The
note had matured and was in technical default which had not been formally declared by Ed Blasiak. On August 4, 2023, the Company
settled the senior secured convertible promissory note owing to Ed Blasiak for proceeds of $65,450.

Joshua
Bauman

On
October 21, 2021, the Company entered into a Securities Purchase Agreement with Bauman, pursuant to which the Company issued a senior
secured convertible promissory note in the aggregate principal amount of $150,000, including an original issue discount of $16,250. The
note bears interest at 11.0% per annum, which is guaranteed and earned in full on issue date and matured on October 21, 2022.
The note is convertible into shares of common stock at a conversion price at the option of the holder at $0.001 per share, adjusted for
anti-dilution provisions.

The
note had matured and was in technical default which had not been formally declared by Mr. Bauman. On August 4, 2023, the Company
settled the senior secured convertible promissory note owing to Mr. Bauman for proceeds of $179,474.

On
August 9, 2023, the Company issued a convertible promissory note to Mr. Bauman, in the aggregate principal amount of $150,000. The note
bears interest at 10.0% per annum and matures on August 9, 2024. The note is convertible into shares of common stock at a conversion
price at the option of the holder at $0.001 per share, adjusted for anti-dilution provisions. The note is convertible into common stock
at the option of the holder after the expiration of six months from the issuance date, in addition, should the note reach its maturity
date, August 9, 2024, the note will automatically convert into shares of common stock at the conversion price, subject to anti-dilution
provisions.

During
November 2023 and December 2023, the company repaid $29,224 and $4,597 in principal and interest, respectively.

Series
N convertible notes

Between
January 28, 2019 and June 11, 2020, the Company closed several tranches of Series N Convertible notes in which it raised $3,229,000 in
principal from accredited investors through the issuance to the investors of the Company’s Series N convertible notes, in the total
original principal amount of $3,229,000, which Notes are convertible into the Company’s common stock at a conversion price of $0.08 per
share together with three year warrants to purchase up to a total of 52,237,500 shares of the Company’s common stock
at an exercise price of $0.12 per share. Both the conversion price under the Notes and the exercise price under the warrants are
subject to standard adjustment mechanisms. The notes matured one year from the date of issuance.

The
series N convertible notes matured and are in default. The Company is considering its options to settle these notes.

F- 19

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

10. Short-term Notes

Leonite
Capital, LLC

Secured
Promissory Notes

On
March 1, 2022, the Company entered into a secured Promissory Note in the aggregate principal amount of $124,000 for net proceeds
of $100,000 after an original issue discount of $24,000. Due to the failure to repay the note by due date, a penalty of $37,200
was added to the principal outstanding and the Company incurs a monthly monitoring fee of $2,000 per month. In addition the note earns
interest at a default rate of 24% per annum on the total balance outstanding, including the monthly monitoring fee and accrued interest.

The
Note had a maturity date of April 1, 2022. On August 4, 2023, the Company settled all outstanding liabilities owing to Leonite Capital
and Leonite fund I, L.P. for gross proceeds of $1,449,000.

On
May 3, 2022, the Company, entered into a secured Promissory Note in the aggregate principal amount of $76,250 for net proceeds of
$61,000 after an original issue discount of $15,250. Due to the failure to repay the note by due date, a penalty of $22,875 was
added to the principal outstanding and the Company incurs a monthly monitoring fee of $2,000 per month. In addition the note earns interest
at a default rate of 24% per annum on the total balance outstanding, including the monthly monitoring fee and accrued interest.

The
Note had a maturity date of June 17, 2022. On August 4, 2023, the Company settled all outstanding liabilities owing to Leonite
Capital and Leonite fund I, L.P. for gross proceeds of $1,449,000.

Mirage
Realty, LLC

On
March 15, 2023, the Company, entered into a senior secured Promissory Note in the aggregate principal amount of $250,000 for net
proceeds of $223,500 after an original issue discount and fees of $26,500. The note earns interest at 10% per annum and matures on July
15, 2023

On
August 4, 2023, the Company settled the senior secured promissory note owing to Mirage Realty for gross proceeds of $260,548.

On November 15, 2023, the Company, entered into a senior secured promissory note in the aggregate principal amount of $250,000 for
net proceeds of $223,500 after an original issue discount and fees of $26,500. The note earns interest at 10% per annum and originally
matured on March 15, 2024. The maturity date was extended to April 15, 2024, with no change to the terms of the note or any additional
consideration paid to the noteholder.

LXR
Biotech

On
April 12, 2019, the Company, entered into a secured promissory note in the aggregate principal amount of CDN$133,130. The Note had a
maturity date of April 11, 2020 and bears interest at the rate of six percent per annum from the date on which the Note was
issued.

This
note has not been repaid, is in default and remains outstanding. The balance outstanding at December 31, 2023 was $129,184 (CDN$170,859).

Third
Party Note

On
April 12, 2019, Eileen Greene, a related party, assigned CDN$1,000,000 of the amount owed by the Company to her, to a third party.
The loan bears interest at 12% per annum which the Company agreed to pay. This loan was assumed by the Company on the disposal of CCH
to Leonite Capital as disclosed in note 4 above.

During
April and May 2023, the Company made interest repayments of CDN$35,000 (approximately $25,970) on the third party loan. Between August
9 and August 10, 2023, the Company made principal repayments of CDN$345,890 ($257,775) and interest repayments of CDN$104,110 (approximately
$77,515). As of December 31, 2023 the balance of principal and interest outstanding on third party loans was CDN$416,709 (approximately
$315,068).

11. Mortgage
loans

Mortgage
loans is disclosed as follows:

Interest rate | Maturity
 date | Principal Outstanding | Accrued interest | December
 31, 2023 | December
 31, 2022
Cranberry
 Cove Holdings, Ltd.
Pace Mortgage | 4.2 | % | July
 19, 2022 | $ | — | $ | — | $ | — | $ | 3,504,605
Disclosed
 as follows:
Short-term portion | $ | — | $ | 3,504,605

Cranberry
Cove Holdings, Ltd. (“CCH”)

On July 19, 2017, CCH, a wholly owned subsidiary, closed on a loan agreement in the principal amount of CDN$5,500,000. The loan is secured
by a first mortgage on the premises owned by CCH located at 3571 Muskoka Road 169, Bala, Ontario.

The
loan bears interest at the fixed rate of 4.2% with a 5-year primary term and a 25-year amortization. The Company has guaranteed
the loan and the Company’s chief executive officer and controlling shareholder also has personally guaranteed the Loan. CCH and
the Company have granted the Lender a general security interest in its assets to secure repayment of the Loan. The loan is amortized
with monthly installments of CDN $29,531.

On
June 30, 2023, the Company sold its interest in CCH to Leonite Capital, which includes the real property as disclosed in Note 5 and the
associated mortgage loan. Refer to Note 4 above.

F- 20

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

12. Government assistance loans

On
December 1, 2020, CCH was granted a Covid-19 related government assistance loan in the aggregate principal amount of CDN$ 40,000 (Approximately
$31,000). The grant is interest free and CDN$ 10,000 is forgivable if the loan is repaid in full by December 31, 2022. The maturity
date of this loan was extended by an additional year to December 31, 2023.

On
January 12, 2021, CCH received a further CDN$ 20,000 Covid-19 related government assistance loan. The loan is interest free
and if repaid by December 31, 2022, CDN$ 10,000 is forgivable. This loan was not repaid by December 31, 2022.

On
June 30, 2023, the Company sold its interest in CCH to Leonite Capital, which includes the Canadian government assistance loan. Refer
to Note 4 above.

On
May 3, 2021, ARIA was granted a government assistance loan in the aggregate principal amount of $157,367. The loan is forgivable if the
Company demonstrates that the proceeds were used for expenses such as employee costs during the pandemic. Should the loan not be forgiven,
interest is payable on the loan at the rate of 1% per annum and the principal is repayable and interest is payable over an 18 month period.

On
September 21, 2022, ARIA received partial forgiveness of the government assistance loan of $104,368, the balance of the loan plus accrued
interest is due and payable. On December 30, 2022, the Company sold ARIA to its Chairman and CEO and agreed to assume the repayment of
the government assistance loan. As of December 31, 2023, the balance outstanding, including interest thereon was $35,482.

13. Receivables funding

September 26, 2022 Funding

On
September 26, 2022, the Company, through its 75% held subsidiary, Evernia Health Center, LLC, entered into a Receivables Sale Agreement
with Itria Ventures LLC (“Itria”), whereby $310,000 of the Receivables of Evernia were sold to Itria, for gross proceeds
of $250,000. The Company also incurred fees of $5,500, resulting in net proceeds of $244,500. The Company is obliged to pay 7.41% of
the receivables until the amount of $310,000 is paid in full, with periodic repayments of $6,458 per week. The guarantor of the funding
is a minority shareholder in ATHI.

The
Company made weekly cash payments of $6,458 totaling $310,000 by August 29, 2023, thereby settling the receivables funding.

December
13, 2022 Funding

On
December 13, 2022, the Company, through its 75% held subsidiary, Evernia Health Center, LLC entered into a Receivables Sale Agreement
with Itria Ventures LLC (“Itria”), whereby $305,000 of the Receivables of Evernia were sold to Itria, for gross proceeds
of $250,000. The Company also incurred fees of $2,500, resulting in net proceeds of $247,500. The Company is obliged to pay 6.08% of
the receivables until the amount of $305,000 is paid in full, with periodic repayments of $6,354 per week. The guarantor of the funding
is a minority shareholder in ATHI.

The
Company made weekly cash payments of $6,354 totaling $241,458 by September 12, 2023. On September 15, 2023, the Company repaid the remaining
principal outstanding of $63,542 out of the proceeds received from the September 15, 2023 receivables funding with Itria.

January
19, 2023 Funding

On
January 19, 2023, the Company, through its 75% held subsidiary, Evernia Health Center, LLC, entered into a Receivables Sales Agreement
with Bizfund.com (“Bizfund)”), whereby $132,000 of the Receivables of Evernia were sold to Bizfund, for gross proceeds of
$100,000. The Company is obliged to pay 15.0% of the receivables until the amount of $132,000 is paid in full, with periodic repayments
of $2,750 per week. The guarantor of the funding is a minority shareholder in ATHI.

The
Company made weekly cash payments of $2,750 totaling $49,500 by May 30, 2023. On June 2, 2023 the Company entered into another receivables
funding agreement with Bizfund, whereby Bizfund forgave $8,250 of the premium due on the January 19, 2023 funding and transferred the
remaining principal balance of $74,250 to the June 2, 2023 funding. The unamortized balance of the debt discount of $12,616 was expensed
on June 2, 2023, thereby extinguishing the receivables funding.

F- 21

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

13.
Receivables funding (continued)

February
14, 2023 Funding

On
February 14, 2023, the Company, through its 75% held subsidiary, Evernia Health Center, LLC, entered into a Receivables Sale Agreement
with Fox Business Funding (“Fox”), whereby $118,800 of the Receivables of Evernia were sold to Fox, for gross proceeds of
$90,000. The Company is obligated to pay 8.0% of the receivables until the amount of $118,800 is paid in full, with periodic repayments
of $2,970 per week. The guarantor of the funding is a minority shareholder in ATHI.

The
Company made weekly cash payments of $2,970 totaling $86,130 by September 6, 2023. On September 15, 2023, the Company repaid the remaining
principal outstanding of $32,670 out of the proceeds received from the September 15, 2023 receivables funding with Itria.

June
2, 2023 Funding

On
June 2, 2023, the Company received funding from an agreement entered into through its 75% held subsidiary, Evernia Health Center, LLC
entered into a Receivables Sale Agreement with Bizfund.com (“Bizfund)”), whereby $198,000 of the Receivables of Evernia were
sold to Bizfund, for gross proceeds of $150,000, made up of a cash payment to the Company of $75,750 and the transfer of $74,250 of the
January 19, 2023, outstanding principal to the June 2, 2023 funding agreement.. The Company is obliged to pay 15.0% of the receivables
until the amount of $198,000 is paid in full, with periodic repayments of $4,950 per week. The guarantor of the funding is a minority
shareholder in ATHI.

The
Company made weekly cash payments of $4,950 totaling $138,600 by December 19, 2023. The balance outstanding at December 31, 2023 was
$59,400, less unamortized discount of $16,072.

September
15, 2022 Funding

On
September 15, 2023, the Company, through its 75% held subsidiary, Evernia Health Center, LLC entered into a Receivables Sale Agreement
with Itria Ventures LLC (“Itria”), whereby $320,000 of the Receivables of Evernia were sold to Itria, for gross proceeds
of $250,000. The Company also incurred fees of $3,000, resulting in net proceeds of $247,500. The Company is obliged to pay $6,666.67
per week until the amount of $320,000 is paid in full. The guarantor of the funding is a minority shareholder in ATHI.

The
Company made weekly cash payments of $6,667 totaling $100,000 by December 29, 2023. The balance outstanding at December 31, 2023 was
$220.000, less unamortized discount of $51,367.

14. Derivative
liability

In prior years, the short-term convertible
notes, together with certain warrants issued to convertible note holders disclosed in note 9 above and 15 below, had fixed conversion
price rights. The convertible notes as well as the warrants were afforded down-round protection which in terms of previous guidance resulted
in a derivate liability. The Company adopted ASU 2020-06 with effect from January 1, 2022, which excluded down-round protection from the
determination of a derivative liability.

The
consolidated financial statements for the year ended December 31, 2021 and years prior to that, have not been retrospectively adjusted
and continue to be reported under the accounting standards in effect for those periods.

The
original derivative financial liability was valued at inception at $1,959,959 using a Black-Scholes valuation model.

As
of December 31, 2021, the derivative liability was valued at $515,901.

The
movement in derivative liability is as follows:

December 31, 2022
Opening balance | $ | 515,901
Elimination of derivative liability on adoption of ASU 2020-06 | ( 515,901 | )
Mark-to-market adjustments on converted notes | —
Derivative liability on issued convertible notes | —
Fair value adjustments to derivative liability | —
Closing balance | $ | —

15. Related
party payables

December 31, | December 31,
2023 | 2022
Due to related parties
Shawn E. Leon | $ | 61,267 | $ | 411,611
Leon Developments Ltd. | 1,092,701 | 850,657
Eileen Greene | 1,418,324 | 1,451,610
Total related party
 payables | $ | 2,572,292 | $ | 2,713,878

Shawn E. Leon

As
of December 31, 2023 and December 31, 2022, the Company had a payable to Shawn Leon of $61,267 and $411,611, respectively. Mr. Leon is
a director and CEO of the Company. The balances payable are non-interest bearing and have no fixed repayment terms.

On
December 30, 2022, the Company sold its wholly-owned subsidiaries, Greenestone Muskoka and ARIA, to Mr. Leon for gross proceeds of $0.
The Company realized a gain on disposal of $628,567 which was recorded as an increase in Additional Paid in Capital due to the related
party nature of the transaction.

On
August 4, 2023, the company repaid a personal loan by Leonite Capital to Shawn Leon of $28,438, which repayment reduced the related party
payable to Shawn Leon.

Due
to the current financial position of the Group, Mr. Leon forfeited the management fees due to him for the years ended December 31, 2023
and 2022.

F- 22

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

15. Related party payables
(continued)

Leon
Developments, Ltd.

Leon
Developments is owned by Shawn Leon, the Company’s CEO and director. As of December 31, 2023 and December 31, 2022, the Company
owed Leon Developments, Ltd., $1,092,701 and $850,607, respectively.

On
June 30, 2023, the Company assumed the liability owing to Leon developments of CDN$1,974,012 (approximately $1,490,946) from its subsidiary,
CCH, immediately prior to the disposal of CCH to a related party, Leonite Capital LLC.

The
Company paid Leon Developments a management fee of CDN$250,000 (approximately $185,503) and $0 for the years ended December 31, 2023 and
2022, respectively.

Eileen
Greene

As
of December 31, 2023 and December 31, 2022, the Company owed Eileen Greene, the spouse of our CEO, Shawn Leon, $1,418,324 and $1,451,610,
respectively. The amount owed to Ms. Greene is non-interest bearing and has no fixed repayment terms.

Leonite
Capital, LLC and Leonite Fund I, LLP

Leonite
Capital is considered a related party due to its previous investment of $700,000 in Series A Preferred stock interest in CCH, which was
previously a wholly-owned subsidiary of the Company, and its previous investment of $400,000 in Series B Preferred stock of the Company,
as of December 31, 2022.

The
Series A Preferred stock interest in CCH of $700,000 was recorded as a minority shareholder interest as of December 31, 2022.

Accrued
dividends on the CCH Series A Preferred shares of $145,547 and accrued dividends on the Series B Preferred shares of $49,282 was owed
to Leonite Capital as of December 31, 2022. Prior to the disposal of CCH to Leonite Capital on June 30, 2023, and the simultaneous cancellation
of the Series B Preferred stock as discussed below, the accrued dividends on the CCH Series A Preferred shares was $184,545 and the accrued
dividends on the Series B Preferred shares was $61,184.

On
June 30, 2023, the Company entered into an exchange agreement with Leonite Capital whereby it exchanged the 400,000 Series B shares with
a value of $400,000 plus accrued dividends thereon of $61,184 for its entire shareholding in its property owning subsidiary, Cranberry
Cove Holdings. The Series B shares and the accrued dividends thereon were extinguished and cancelled upon consummation of the transaction.

Due
to the related party nature of the transaction, the net result of the disposal of $1,334,885 and the $700,000 of the CCH Series A Preferred
shares, totaling $2,034,885, was recorded as a credit to additional paid-in-capital.

In
addition, due to the related party nature of the transaction, the cancellation of the Series B Preferred stock, of $400,000 and the dividends
thereon of $61,184, totaling $461,184, was recorded as an extinguishment of debt reflected in additional paid-in-capital.

On
August 4, 2023, the company repaid Leonite Capital $1,449,000 consisting of repayments of short-term convertible notes of $995,257, promissory
notes of $420,069, additional penalty on settlement of $5,236 and a personal loan by Leonite to Shawn Leon of $28,438, which repayment
reduced the related party payable to Shawn Leon, as disclosed above.

As
disclosed in note 9 above, the Company owed Leonite Capital and Leonite Funds I, LP, an entity under common control with Leonite Capital,
short-term convertible notes, including principal and interest thereon of $905,579 as of December 31, 2022.

In
addition, as disclosed in note 10 above, the Company owed Leonite capital, secured promissory notes, including principal, monitoring fees
and interest thereon totaling $340,281 as of December 31, 2022.

All
related party transactions occur in the normal course of operations and in terms of agreements entered into between the parties.

F- 23

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

16. 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 3,729,053,805
shares of common stock at December 31, 2023 and December 31, 2022, respectively.

On
February 28, 2022, the Company issued 150,000,000 shares of common stock to Leonite in connection with a conversion notice
received, converting principal of $149,250.

b. | Series
 A Preferred shares

Authorized,
issued and outstanding

The
Company has authorized 10,000,000 Series A preferred shares with a par value of $0.01 per share. The company has
issued and outstanding 4,000,000 Series A Preferred shares at December 31, 2023 and December 31, 2022.

c. | Series
 B Preferred shares

Authorized and outstanding

The
Company has authorized 400,000 Series B preferred shares with a par value of $1.00 per share. The company has issued and outstanding 0
and 400,000 Series B Preferred shares at December 31, 2023 and December 31, 2022, respectively.

The
Series B preferred shares were senior secured and were mandatorily redeemable by the Company on July 1, 2021, and were originally classified
as mezzanine debt. These Series B preferred shares meet the definition of liabilities in terms of ASC 480- debt and are no longer contingently
convertible, due to the fact that the redemption date has passed.

On
June 30, 2023, the Company entered into an exchange agreement with Leonite Capital whereby it exchanged the shares in its wholly owned
subsidiary, CCH for the return and cancellation of the Series B preferred shares, together with the dividends accrued thereon. Refer
to note 4 above.

d. | Stock
 options

Our
board of directors adopted the Greenstone Healthcare Corporation 2013 Stock Option Plan (the “Plan”) to promote our long-term
growth and profitability by (i) providing our key directors, officers and employees with incentives to improve stockholder value and
contribute to our growth and financial success and (ii) enable us to attract, retain and reward the best available persons for positions
of substantial responsibility. A total of 10,000,000 shares of our common stock have been reserved for issuance upon exercise
of options granted pursuant to the Plan. The Plan allows us to grant options to our employees, officers and directors and those of our
subsidiaries; provided that only our employees and those of our subsidiaries may receive incentive stock options under the Plan. We have
no issued options at December 31, 2023 under the Plan.

e. | 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.

F- 24

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

17. | Stockholder’s
 deficit (continued)
e. | Warrants
 (continued)

Warrant
exchange agreement

On June
28, 2023 the Company entered into a Warrant Exchange Agreement with Leonite that exchanged a Warrant outstanding to Leonite originally
issued on June 12, 2020 for a new Warrant dated June 30, 2023. The substantial changes to the warrant affect the number of shares in
the warrant, the exercise price and the term. The original warrant provided for Leonite to have a continuing right to purchase a 20%
share of the outstanding common shares until it expired on June 12, 2025 which was originally set at 326,286,847 shares. The new warrant
is exercisable for 745,810,761 shares, 20% of the current number of common shares outstanding, with no allowance for adjustment, except
normal adjustments due to splits or consolidations, until the new expiry date of June 30, 2027. The exercise price in the original warrant
was $0.10, with allowance for adjustments, which when applied resulted in an exercise price of $0.0004 per share. The exercise price
on the new warrant is $0.001 and is only adjustable if the Company issues any shares at a price less than the exercise price during the
warrant period except for any issuance of shares to the Company’s president or related parties on any debt outstanding to those
parties as of June 30, 2023, and limited to a conversion price of $0.0005 per share. The Warrant Exchange agreement was conditional on
Leonite receiving a full payment of all of its outstanding loans originally set as by July 20, 223. This date was extended and all of
the notes were repaid on August 4, 2023. Leonite held several notes at June 30, 2023, some of which were convertible into shares at variable
rates, see notes 9 and 10 above. The total amount repaid to settle all of the outstanding liabilities was $1,449,000.

The
replacement warrants were valued effective June 30, 2023, the effective date of issuance of the warrants, as the difference between the
fair value of the original warrant exercisable for 326,286,847 shares of common stock and the fair value of the replacement four-year
warrant exercisable for 745,810,861 shares of common stock at an exercise price of $0.001 per share.

The
warrants were valued using a Black-Scholes valuation model. The following assumptions were used in the valuation model:

Year
 ended December 31,
 2023
Exercise price | $ | 0.001
Risk free interest rate | 4.31 to 4.87 | %
Expected life of options | 2 to 4 years
Expected volatility of underlying stock | 205.5 to 243.0 | %
Expected dividend rate | 0 | %

A summary
of the Company’s warrant activity during the period from January 1, 2022 to December 31, 2023 is as follows:

No.
 of shares | Exercise
 price per share | Weighted average exercise price
Outstanding
 as of January 1, 2022 | 623,777,506 | $0.000675 to
 $0.12 | $ | 0.0052875
Granted | — | — | —
Forfeited/cancelled | ( 20,925,000 | ) | $ 0.12 | 0.12
Exercised | — | — | —
Outstanding
 as of December 31, 2022 | 602,852,506 | $0.000675 to $0.00205 | $ | 0.001306
Granted | 745,810,761 | $ 0.001 | 0.001
Forfeited/cancelled | ( 326,286,847 | ) | $ 0.000675 | 0.000675
Exercised | — | — | —
Outstanding
 as of December 31, 2023 | 1,022,376,420 | $0.001 to
 $0.00205 | $ | 0.0012840

The
following table summarizes information about warrants outstanding at December 31, 2023:

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 | 3.50 | 745,810,761
$0.002050 | 276,565,659 | 2.01 | 276,565,659
1,022,376,420 | 3.10 | $ | 0.001284 | 1,022,376,420 | $ | 0.001284

All
of the warrants outstanding at December 31, 2023 are vested. The warrants outstanding at December 31, 2023 have an intrinsic value of
$0.

F- 25

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

17. Segment
information

The Company had two reportable
operating segments until the disposal of its property owning subsidiary, CCH on June 30, 2023, thereafter the Company has one operating
segment in one geographic location, Rehabilitation services in West Palm Beach, Florida.

The operating segments
disclosed below consist of:

a. | Rental income from the property owned by CCH subsidiary located at 3571
Muskoka Road, #169, Bala, on which the operations of the Canadian Rehab Clinic were located prior to disposal on February 14, 2017 and
subsequently leased to the purchasers of the business of the Canadian Rehab Clinic, for a period of 5 years renewable for a further three
five-year periods and with an option to acquire the property at a fixed price.
b. | Rehabilitation Services provided to customers,
these services were provided to customers at our Evernia, Addiction Recovery Institute of America operations.

The
segment operating results of the reportable segments for the year ended December 31, 2023 is disclosed as follows:

Year
 ended December 31, 2023
Rental Operations | In-Patient services | Total
Revenue | $ | 180,522 | $ | 5,164,454 | $ | 5,344,976
Operating expenses | 245,527 | 5,641,369 | 5,886,896
Operating loss | ( 65,005 | ) | ( 476,915 | ) | ( 541,920 | )
Other (expense) income
Intercompany gain (loss)
 on debt forgiveness | 3,481,332 | ( 3,481,332 | ) | —
Gain on disposal of property | — | 2,484,172 | 2,484,172
Loss on debt extinguishment | — | ( 277,175 | ) | ( 277,175 | )
Extension fee on property
 purchase | — | ( 140,000 | ) | ( 140,000 | )
Penalty on convertible
 notes | — | ( 34,688 | ) | ( 34,688 | )
Interest income | — | 676 | 676
Interest expense | ( 95,464 | ) | ( 404,762 | ) | ( 500,226 | )
Amortization of debt discount | — | ( 281,354 | ) | ( 281,354 | )
Foreign
 exchange movements | ( 81,033 | ) | ( 13,999 | ) | ( 95,032 | )
Net income (loss) before
 taxes | 3,239,830 | ( 2,625,377 | ) | 614,453
Taxes | — | 391,962 | 391,962
Net
 income (loss) | $ | 3,239,830 | $ | ( 2,233,415 | ) | $ | 1,006,415

The
operating assets and liabilities of the reportable segments as of December 31, 2023 is as follows:

December
 31, 2023
Rental Operations | In-Patient services | Total
Purchase
 of fixed assets | $ | (43,611 | ) | $ | 5,293,489 | $ | 5,249,878
Assets
Current assets | — | 403,100 | 403,100
Non-current assets | — | 11,116,076 | 11,116,076
Liabilities
Current liabilities | — | ( 8,298,904 | ) | ( 8,298,904 | )
Non-current liabilities | — | ( 9,420,552 | ) | ( 9,420,552 | )
Net
 liability position | $ | — | $ | ( 6,200,280 | ) | $ | ( 6,200,280 | )
F- 26

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

17. Segment
information (continued)

The
segment operating results of the reportable segments for the year ended December 31, 2022 is disclosed as follows:

Year
 ended December 31, 2022
Rental Operations | In-Patient services | Total
Revenue | $ | 368,591 | $ | 4,452,156 | $ | 4,820,747
Operating expenses | 129,427 | 4,202,203 | 4,331,630
Operating income | 239,164 | 249,953 | 489,117
Other (expense) income
Other income | — | 15,760 | 15,760
Forgiveness of government
 relief loan | — | 104,368 | 104,368
Penalty on convertible
 notes | — | ( 60,075 | ) | ( 60,075 | )
Interest income | — | 78 | 78
Interest expense | ( 205,133 | ) | ( 383,344 | ) | ( 588,477 | )
Amortization of debt discount | — | ( 624,683 | ) | ( 624,683 | )
Foreign
 exchange movements | 97,842 | 973,478 | 1,071,320
Net income before taxes | 131,873 | 275,535 | 407,408
Taxes | — | ( 112,220 | ) | ( 112,220 | )
Net
 income | $ | 131,873 | $ | 163,315 | $ | 295,188

The
operating assets and liabilities of the reportable segments as of December 31, 2022 is as follows:

December
 31, 2022
Rental Operations | In-Patient services | Total
Purchase
 of fixed assets | $ | — | $ | 315,822 | $ | 315,822
Assets
Current assets | 2,615 | 540,281 | 542,896
Non-current assets | 2,469,190 | 3,551,208 | 6,020,398
Liabilities
Current liabilities | ( 4,973,187 | ) | ( 8,315,944 | ) | ( 13,289,131 | )
Non-current liabilities | ( 622,635 | ) | ( 1,484,071 | ) | ( 2,106,706 | )
Mandatory redeemable preferred shares | — | ( 400,000 | ) | ( 400,000 | )
Intercompany balances | ( 1,420,438 | ) | 1,420,438 | —
Net
 liability position | $ | ( 4,544,455 | ) | $ | ( 4,688,088 | ) | $ | ( 9,232,543 | )

18. Net
income per common share

For
the year ended December 31, 2023, the computation of basic and diluted earnings per share is calculated as follows:

Schedule
of Earnings Per Share, Basic and Diluted

Number
 of | Per
 share
Amount | shares | amount
Basic earnings per share
Net income per
 share available for common stockholders | $ | 1,129,374 | 3,729,053,805 | $ | 0.00
Effect
 of dilutive securities
Warrants | — | —
Convertible debt | 198,684 | 174,617,879
Diluted
 earnings per share
Net
 income per share available for common stockholders | $ | 1,328,058 | 3,903,671,684 | $ | 0.00
F- 27

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

18. | Net
 income per common share (continued)

For
the year ended December 31, 2022, the computation of basic and diluted earnings per share is calculated as follows:

Number of | Per share
Amount | shares | amount
Basic earnings per share
Net income per share available for common stockholders | $ | 150,098 | 3,704,807,230 | $ | 0.00
Effect of dilutive securities
Warrants | — | —
Convertible debt | 820,739 | 571,555,951
Diluted earnings per share
Net income per share available for common stockholders | $ | 970,837 | 4,276,363,181 | $ | 0.00

19. Commitments
and contingencies

a. | Options
 granted to purchase shares in ATHI

On
July 12, 2020, the Company entered into a five year option agreement with Leonite Capital LLC (“Leonite”) and other investors
(collectively the “Transferees”). The Company agreed to sell to Leonite a portion of the total outstanding shares of ATHI
from the shares of ATHI held by the company. The Company provided Leonite an option to purchase 4,000,000 shares of ATHI from the Company
for a purchase consideration of $0.0001 per share (a total consideration of $400), based on the advances that Leonite made to the Company
totaling $396,000. Leonite shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made
by Leonite to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option.

On
September 14, 2020, the Company entered into a five year option agreement with Ed Blasiak (“Blasiak”) whereby the Company
agreed to sell to Blasiak a portion of the total outstanding shares of ATHI. The Company provided Blasiak an option to purchase 571,428
shares of ATHI from the Company for a purchase consideration of $0.0001 per share (a total consideration of $57), based on the advances
that Blasiak made to the Company totaling $50,000. Blasiak shall share in all distributions by ATHI to the Company, on an as exercised
basis, equal to the advances made by Blasiak to the Company, thereafter the option will be reduced to 50% of the shares exercisable under
the option.

On
October 29, 2020, the Company entered into a five year option agreement with First Fire whereby the Company agreed to sell to First Fire
a portion of the total outstanding shares of ATHI. The Company provided First Fire an option to purchase 1,428,571 shares of ATHI from
the Company for a purchase consideration of $0.0001 per share (a total consideration of $143), based on the advances that First Fire
made to the Company totaling $120,000. First Fire shall share in all distributions by ATHI to the Company, on an as exercised basis,
equal to the advances made by First Fire to the Company, thereafter the option will be reduced to 50% of the shares exercisable under
the option.

On October
29, 2020, the Company entered into a five year option agreement entered into with Bauman, so that the Company agreed to sell to Bauman
a portion of the total outstanding shares of ATHI. The Company provided Bauman an option to purchase 1,428,571 shares of ATHI from the
Company for a purchase consideration of $0.0001 per share (a total consideration of $143), based on the advances that Bauman made to
the Company totaling $120,000. Bauman shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the
advances made by Bauman to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option.

b. | Other

The
Company has principal and interest payment commitments under the Convertible notes disclosed under Note 9 above. Conversion of these
notes are at the option of the investor, if not converted these notes may need to be repaid.

From
time to time, the Company and its subsidiaries enter into legal disputes in the ordinary course of business. The Company believes there
are no material legal or administrative matters pending that are likely to have, individually or in the aggregate, a material adverse
effect on its business or results of operations.

F-27

F- 28

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

20 . Income
taxes

The
Company is current in its US and Canadian tax filings as of December 31, 2022, tax filings are due for the Company as of December 31,
2022.

The
provision for income taxes consists of the following:

Year ended December 31, 2023
Current
Federal | $ | 174,511
State | —
Foreign | —
$ | 174,511
Deferred
Federal | $ | 217,451
State | —
Foreign | —
$ | 217,451
Tax benefit (expense) | 391,962

The
income tax provision/ (benefit) is different from that which would be obtained by applying the statutory Federal income tax rate of 21%
and applicable state tax rates of 5.5% to income before income tax expense. The items causing this difference for the years ended December
31, 2023 and 2022 are as follows:

Year ended December 31, 2023 | Year ended December 31, 2022
Taxation (charge) credit at the federal and state statutory rate | $ | ( 129,035 | ) | $ | ( 85,555 | )
State taxation | 55,679 | ( 29,345 | )
Prior year over provision | 174,511 | —
Permanent differences | ( 257,015 | ) | 235,762
Foreign tax rate differential | ( 181,036 | ) | —
Net operating loss utilized | — | ( 233,082 | )
Prior year net operating loss true up | 571,391 | —
Forfeiture of net operating loss on disposal of subsidiary | ( 178,608 | ) | —
Valuation allowance | 336,075 | —
Net tax benefit (expense) | $ | 391,962 | $ | ( 112,220 | )

Deferred
income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of deferred tax assets and liabilities at December 31, 2023
and 2022 are as follows:

December 31, 2023
Property and equipment | $ | ( 105,801 | )
Intangible assets | 158,108
Net operating losses | 6,192,106
Other | 24,993
Valuation allowance | ( 6,269,406 | )
Net deferred income tax assets (liabilities) | $ | -

The movement in
federal net operating losses was as follows:

December 31, 2023 | December 31, 2022
Net operating loss carry forward | 31,077,947 | 34,945,459
Prior year adjustment to opening balances | 1,729,182 | —
Foreign exchange differential | — | ( 105,379 | )
Net operating loss utilized | ( 3,291,537 | ) | ( 3,514,804 | )
Net taxable loss | 558,507 | 4,624,718
Disposal of subsidiary | ( 673,992 | ) | ( 4,872,047 | )
24,400,107 | 31,077,947
Valuation allowance | ( 29,400,107 | ) | ( 31,077,947 | )
— | —

The
Company has established a valuation allowance against its gross deferred tax assets sufficient to bring its net deferred tax assets to
zero due to the uncertainty surrounding the realization of such assets. Management has determined it is more likely than not that the
net deferred tax assets are not realizable due to the Company’s historical loss position. The valuation allowance for the year ended
December 31, 2023 decreased by a total of $336,075.

As
of December 31, 2023, the prior three tax years remain open for examination by the federal or state regulatory agencies for purposes of
an audit for tax purposes.

As
of December 31, 2023, the Company had available for income tax purposes approximately $31,6 million in federal and $0.5 million
in state net operating loss carry forwards, which may be available to offset future taxable income. $8.1 million of the net operating
losses will begin to expire in 2034 and $21.4 million has an indefinite life. Due to the uncertainty of the utilization
and recoverability of the loss carryforwards and other deferred tax assets, Management has determined a full valuation allowance for the
deferred tax assets since it is more likely than not that the deferred tax assets will not be realizable.

Pursuant
to the Internal Revenue Code of 1986, as amended (“IRC”), §382, the Company’s ability to use its net operating
loss carry forwards to offset future taxable income is limited if the Company experiences a cumulative change in ownership of more than
50% within a three-year period.

F- 29

ETHEMA
HEALTH CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

21. Subsequent events

Revolving
line of credit

On February 1,
2024 Ethema Health Corporation, American Treatment Holdings Inc, and Evernia Health Center LLC (the “Company” or “Companies”)
entered into a secured revolving line of credit agreement (“ Agreement”) with Testing 123, LLC. The minimum draw under the
agreement is $80,000 and limited to a maximum of 80% of the Receivables balance as provided to the Lender, subject to the maximum borrowing
under the Term Loan Agreement of $1,000,000. The interest on the term loan is 5% per month. The revolving credit line is valid for a period
of two years and each draw will have a maturity date that is two years from the draw date, with an origination fee of $1,000 per draw.
Each loan may be prepaid at any time without penalty. The Company will pay a commitment fee of $40,000 to the borrower in common shares
on the completion of a public offering, unless no such offering takes place within a year, whereby the outstanding principal will. E increased
by $40,000. The revolving credit line is secured by all assets, tangible and intangible of the Company and its direct and indirect subsidiaries,
American Treatment Holdings, Inc. and Evernia Health Center, LLC.

Senior secured
promissory notes

On April 8 and
April 17, 2024, the Company issued two senior secured promissory notes to investors, each note for $55,000 for gross proceeds of $50,000,
including an original issue discount of $5,000. The maturity date of the note is March 31, 2025 and bears interest at 3% per annum for
the quarter ending June 30, 2024, 6% per annum for the quarter ending September 30, 2024, 9% per annum for the quarter ending December
31, 2024 and 12% per annum for the quarter ending March 31, 2025. The note also provides for default interest of 24% per annum on all
amounts outstanding after maturity.

On April 30, 2024,
a Series N note holder entered into a swap agreement with an Investor (Investor 3”) whereby his $250,000 Series N convertible note
was assigned and transferred to Investor 3. Subsequently, on May 2, 2024, the Company issued a further senior secured promissory notes
to Investor 3 for $275,000 for gross proceeds of $250,000, including an original issue discount of $25,000. The maturity date of the note
is March 31, 2025 and bears interest at 3% per annum for the quarter ending June 30, 2024, 6% per annum for the quarter ending September
30, 2024, 9% per annum for the quarter ending December 31, 2024 and 12% per annum for the quarter ending March 31, 2025. The note also
provides for default interest of 24% per annum on all amounts outstanding after maturity. A portion of the proceeds of this Investor 3
note was used to repay the accrued and outstanding interest on the exchanged Series N note. Upon the payment of the accrued interest,
on May 2, 2024, the Company exchanged the $250,000 Series N note for a senior secured promissory note for $275,000, including an original
issue discount of $25,000. The maturity date of the note is March 31, 2025 and bears interest at 3% per annum for the quarter ending June
30, 2024, 6% per annum for the quarter ending September 30, 2024, 9% per annum for the quarter ending December 31, 2024 and 12% per annum
for the quarter ending March 31, 2025. The note also provides for default interest of 24% per annum on all amounts outstanding after maturity.

Non-binding
Letter Of Intent (”LOI”) to acquire assets and assignment of lease and sub lease for Boca cove Detox Center

On March 22, 2024,
the Company executed a LOI to acquire certain assets, including furniture, equipment inventory and supplies of Boca Cove Detox, LLC, along
with the assignment of lease and sub-lease for premises located at 899 Meadow Avenue, Boca Raton, Florida.

The purchase price
is $240,000 with monthly repayment of $20,000 per month beginning on the Effective Date, defined below, of the agreement for a period
of 12 months. The Company paid a non-refundable Exclusivity Deposit (“Exclusivity Deposit”) to the Seller, which deposit will
be applied to the purchase price. In addition, upon the execution of the transaction documents, the Company will pay to the seller a Security
Deposit (“Security Deposit”) of $83,393 which will be applied to the purchase price if the assignment of the lease is completed
within 12 months of the effective date, if not completed within 11 months of the effective date, than $20,000 will be applied to the 12
installment of the purchase price, with the remaining balance of $63,393 remaining as the Security Deposit and applied to the last month
of the sub-lease agreement.

The Effective
Date is the earlier of the Company obtaining a license for the premises or 30 days from the signing of the LOI and the payment of the
Exclusivity Deposit.

The Exclusivity
period is to last as long as the parties are negotiating the terms of the transaction documents or 30 days from the date of execution
of the LOI, which was executed on Match 25, 2024, whichever date is later.

F- 30

Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item
9A. Controls and Procedures

Annual
Evaluation of Disclosure Controls and Procedures

We
have adopted and maintain disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under
the Exchange Act), that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded,
processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is
gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial
Officer (Principal Financial Officer), to allow for timely decisions regarding required disclosure.

As
required by Exchange Act Rule 13a-15, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 as of the end of the period
covered by this report. Based on the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer concluded that due
to our limited resources our disclosure controls and procedures are not effective in providing material information required to be included
in our periodic SEC filings on a timely basis and to ensure that information required to be disclosed in our periodic SEC filings is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure about our internal control over financial reporting discussed below.

Management’s
Annual Report on Internal Control Over Financial Reporting

Our
management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Our internal
control system was designed to, in general, provide reasonable assurance to our management and board regarding the preparation and fair
presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may
not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

Our
management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. The framework used by
management in making that assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework”
issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control-Integrated Framework (2013).
Based on that assessment, our management has determined that as of December 31, 2023, our internal control over financial reporting was
not effective due to material weaknesses related to a limited segregation of duties due to our limited resources and the small number
of employees. Management has determined that this control deficiency constitutes a material weakness which could result in material misstatements
of significant accounts and disclosures that could result in a material misstatement to our interim or annual financial statements that
would not be prevented or detected. In addition, due to limited staffing, we are not always able to detect minor errors or omissions
in reporting.

This
Annual Report does not include an attestation report of our independent registered public accounting firm regarding management’s
assessment of our internal control over financial reporting pursuant to temporary rules of the SEC.

11

Evaluation of Disclosure
Controls and Procedures

In designing and evaluating
the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,
can provide only reasonable and not absolute assurance of achieving the desired control objectives. 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. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures
may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur
and not be detected.

As required by the SEC Rules
13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our
principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls
and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to material
weaknesses in internal controls over financial reporting (as described below).

Deficiencies and
Significant Deficiencies

A material weakness is a
deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit
Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified
the following material weaknesses which have caused management to conclude that as of December 31, 2023, our internal controls over financial
reporting were not effective at the reasonable assurance level:

1. | We do not have sufficient written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of the Sarbanes-Oxley Act which is applicable to us for the year ended December 31, 2023. Management evaluated the impact of our failure to have sufficient written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
2. | We do not have sufficient resources in our accounting function, which restricts the Company’s ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

We have taken steps to remediate
some of the weaknesses described above and we are in discussions with the risk advisory departments of reputable accounting firms to assist
us in the COSO framework documentation and testing of the internal controls. We intend to continue to address these weaknesses as resources
permit, including the employment of new qualified employees.

Remediation of Deficiencies
and Significant Deficiencies

To address these material
weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure that the financial
statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for
the periods presented.

Additionally, we will continue
to establish and implement proper processes and systems to remediate the deficiencies we have had, including preventive controls with
the segregation of duties on main areas such as payroll, billing, cash recording, and IT control and detective controls involving account
reconciliations on a monthly basis.

Changes
in Internal Control Over Financial Reporting

There
were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

Item
9B. Other Information

None.

Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.

12

PART
III

Item
10. Directors, Executive Officers and Corporate Governance

Our
current directors and executive officers, their ages and their positions, as of the date of this Annual Report, as follows:

Name | Position
Shawn
 E. Leon | 64 | Chief
 Executive Officer, Chief Financial Officer, President and Director
Gerald
 T Miller | 66 | Director

Set
forth below is a brief description of the background and business experience of each of our current executive officers and directors.

Shawn
E. Leon, Chief Executive Officer, Chief Financial Officer, President and Director

Shawn
E. Leon has been an officer and director of the Company since November 2010 and served as the President of the Company’s subsidiaries
at all times. In April 2011, Mr. Leon was appointed as the Company’s Chief Executive Officer. Prior to joining the Company, Mr.
Leon held the role of President of Greenestone Clinic Inc., Leon Developments Ltd, Port Carling Inn Developments Ltd., 1871 at the Locks
Developments Ltd. and Leon Developments Ltd. Mr. Leon graduated with Honors in Business Administration from Wilfrid Laurier University
in 1982. Mr. Leon was elected to the Board because of his prior management experience.

Gerald
T. Miller, Director

Gerry
Miller of Toronto, Ontario, Canada is the Managing Partner of the Law Firm Gardiner Miller Arnold LLP. Mr. Miller’s practice focuses
on a comprehensive range of business, finance and real estate issues. In addition to managing the law firm. Mr. Miller’s runs the
business law and real estate practice at Gardiner Miller Arnold LLP Law firm. He advises small to medium sized companies in manufacturing,
investing and service related industries. Mr. Miller supervises all merger and acquisition transactions and institutional finance work.

CORPORATE
GOVERNANCE

Code
of Business Conduct and Ethics

We
have adopted a code of conduct that applies to all officers, directors and employees, including those officers responsible for financial
reporting. If we make any substantive amendments to the code of conduct or grant any waiver from a provision of the code of conduct to
any executive officer or director, we will promptly disclose the nature of the amendment or in a Current Report on Form 8-K to be filed
with the SEC.

Our
Board of Directors

Our
Board currently consists of two members. Our Board judges the independence of its directors by the heightened standards established by
the Nasdaq Stock Market. Accordingly, the Board of Directors has determined that our non-employee directors, Mr. Miller, meets the independence
standards established by the Nasdaq Stock Market and the applicable independence rules and regulations of the SEC. Our Board considers
a director to be independent when the director is not one of our or our subsidiaries’ officers or employees or director of our
subsidiaries, does not have any relationship which would, or could reasonably appear to, materially interfere with the independent judgment
of such director, and the director otherwise meets the independence requirements under the listing standards of the Nasdaq Stock Market
and the rules and regulations of the SEC.

Board
Committees

Our
Board of Directors act as our Audit Committee, our Compensation Committee and our Nominating and Governance Committees.

Audit
Committee

The
primary purpose of the audit committee is to oversee the quality and integrity of our accounting and financial reporting processes and
the audit of our financial statements. The audit committee is responsible for selecting, compensating, overseeing and terminating our
independent registered public accounting firm. Specifically, the audit committee’s duties are to recommend to our Board of Directors
the engagement of an independent registered public accounting firm to audit our financial statements and to review our accounting and
auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations
performed by the external auditors and independent registered public accounting firm, including their recommendations to improve the
system of accounting and internal controls.

13

Compensation
Committee

The
compensation committee is responsible for, among other things, reviewing and recommending to our Board the annual salary, bonus, stock
compensation and other benefits of our executive officers, including our Chief Executive Officer and Chief Financial Officer; reviewing
and providing recommendations regarding compensation and bonus levels of other members of senior management; reviewing and making recommendations
to our Board on all new executive compensation programs; reviewing the compensation of our Board; and administering our equity incentive
plans. The compensation committee may delegate any or all of its duties or responsibilities to a subcommittee of the compensation committee,
to the extent consistent with the Company’s organizational documents and all applicable laws, regulations and rules of markets
in which our securities trade, as applicable.

Nominating
and Governance Committee

The
nominating and governance committee is responsible for, among other things, annually assessing the composition, skills, size and tenure
of the Board of Directors in advance of annual meetings and whenever individual directors indicate that their status may change; annually
considering new members for nomination to the Board of Directors; causing the Board of Directors to annually review the independence
of directors; and developing and monitoring our general approach to corporate governance issues as they may arise.

Compliance
with Section 16(A) of the Exchange Act

Section
16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of
a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial
ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of
the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

Based
solely on our review of certain reports filed with the SEC pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended,
at December 31, 2023, none of the officers, directors or 10% shareholders were in compliance with Section 16(a).

Item
11. Executive Compensation.

There
has been no annuity, pension or retirement benefits paid to our officers or directors during the past two fiscal years. We currently
do not have an employment agreement with the Company’s Chief Executive Officer. There is no compensation committee of the Board.
The Board approved the terms of a certain management agreement with Greenestone Clinic, Inc., wholly owned by the Company’s Chief
Executive Officer, Shawn Leon, and with Shawn Leon, whereby a management agreement was initially for a term of one year and was
for the development of medical clinics in Ontario, Canada. The agreement has been extended from year to year and has been expanded to
include overall company management and the development of clinics in the United States. The management agreement allowed for a maximum
compensation of $300,000 per year.

Summary
Compensation Table

Name
 and Principal Position | Year | Salary
 ($) | Bonus
 ($) | Option
 Awards ($) | Non-Equity
 Plan Compensation ($) | Non-Qualified
 Deferred Compensation Earnings ($) | All
 Other Compensation ($) | Total
 ($)
Shawn
 E. Leon, President CEO, CFO | 2023 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | —
2022 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | —

Outstanding
Equity Awards at Fiscal Year End

There
were no equity awards issued to executive officers during the fiscal year ended December 31, 2023 and there are no outstanding equity
awards to named officers as of December 31, 2023.

14

Information
regarding equity compensations plans is set forth in the table below:

Number
 of securities to be issued upon exercise of outstanding options | Weighted
 average exercise price of outstanding options | Number
 of securities remaining for future issuance under equity compensation plans
Equity Compensation plans approved
 by the stockholders
2013 Equity compensation plan | — | $ | — | 10,000,000
Equity Compensation plans not approved by the stockholders
None | — | — | —
— | $ | — | 10,000,000

Directors
Compensation

The
following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named directors by us during the
year ended December 31, 2023.

Name | Fees
 earned or paid in cash ($) | Stock
 awards ($) | Option
 awards ($) | Non-Equity Plan Compensation ($) | Non-Qualified
 Deferred Compensation Earnings ($) | All
 Other Compensation ($) | Total ($)
Shawn E. Leon | — | — | — | — | — | — | —
John O’ Bireck* | — | — | — | — | — | — | —
Gerald T Miller | — | — | — | — | — | — | —

* Mr. John O’Bireck died during October 2023. No replacement for Mr. O’Bireck has been nominated as of the date of this
report.

Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Name
 of beneficial owner | Amount
 and nature of beneficial ownership, including common stock | Percentage
 of common stock beneficially owned (1)
Directors
 and Officers
Shawn E. Leon | 171,864,342 | (2) | 4.6 | %
Gerald T. Miller | 500,000 | (3) | *
All officers and directors
 as a group (3 persons) | 172,864,342 | 4.6 | %

*
Less than 1%

(1) | Based on 3,729,053,805 shares of common stock outstanding
 as of May 6, 2024.
(2) | Includes 500,000 shares held by Mr. Leon, a further 2,687,300 shares held by Greenestone Clinic, a company controlled by Mr. Leon, a further 60,000,000 shares owned by Leon Developments, a company controlled by Mr. Leon, 8,677,042 shares owned by Eileen Greene, Mr. Leon's spouse and 100,000,000 shares owned by Mr. Leon’s’ son.
(3) | Includes 500,000 shares of common stock.
15

Item
13. Certain Relationships and Related Party Transactions, and Director Independence

Related
Party Transactions

As
of December 31, 2023, amounts payable to executive officers or their affiliates for related party payables, as detailed in the below
table:

December
 31, | December
 31,
2023 | 2022
Due to related parties
Shawn E. Leon | $ | 61,267 | $ | 411,611
Leon Developments Ltd. | 1,092,701 | 850,657
Eileen Greene | 1,418,324 | 1,451,610
Total related party
 payables | $ | 2,572,292 | $ | 2,713,878

Shawn E.
Leon

As
of December 31, 2023 and December 31, 2022, we had a payable to Shawn Leon of $61,267 and $411,611, respectively. Mr. Leon is a director
and CEO of our Company. The balances payable are non-interest bearing and have no fixed repayment terms.

On
December 30, 2022, we sold our wholly-owned subsidiaries, Greenestone Muskoka and ARIA, to Mr. Leon for gross proceeds of $0. We realized
a gain on disposal of $628,567 which was recorded as an increase in Additional Paid in Capital due to the related party nature of the
transaction.

On
August 4, 2023, the company repaid a personal loan by Leonite Capital to Shawn Leon of $28,438, which repayment reduced the related party
payable to Shawn Leon.

Due
to the current financial position of the Group, Mr. Leon forfeited the management fees due to him for the years ended December 31, 2023
and 2022.

Leon
Developments, Ltd.

Leon
Developments is owned by Shawn Leon, our Company’s CEO and director. As of December 31, 2023 and December 31, 2022, we owed Leon
Developments, Ltd., $1,092,701 and $850,607, respectively.

On
June 30, 2023, we assumed the liability owing to Leon developments of CDN$1,974,012 (approximately $1,490,946) from our subsidiary, CCH,
immediately prior to the disposal of CCH to a related party, Leonite Capital LLC.

We
paid Leon Developments a management fee of CDN$250,000 (approximately $185,503) and $0 for the years ended December 31, 2023 and 2022,
respectively.

Eileen
Greene

As
of December 31, 2023 and December 31, 2022, we owed Eileen Greene, the spouse of our CEO, Shawn Leon, $1,418,324 and $1,451,610, respectively.
The amount owed to Ms. Greene is non-interest bearing and has no fixed repayment terms.

Leonite
Capital, LLC and Leonite Fund I, LLP

Leonite
Capital was considered a related party due to its previous investment of $700,000 in Series A Preferred stock interest in CCH, which
was previously a wholly-owned subsidiary of our Company, and its previous investment of $400,000 in Series B Preferred stock of our Company,
as of December 31, 2022.

The
Series A Preferred stock interest in CCH of $700,000 was recorded as a minority shareholder interest as of December 31, 2022.

Accrued
dividends on the CCH Series A Preferred shares of $145,547 and accrued dividends on the Series B Preferred shares of $49,282 was owed
to Leonite Capital as of December 31, 2022. Prior to the disposal of CCH to Leonite Capital on June 30, 2023, and the simultaneous cancellation
of the Series B Preferred stock as discussed below, the accrued dividends on the CCH Series A Preferred shares was $184,545 and the accrued
dividends on the Series B Preferred shares was $61,184.

On
June 30, 2023, we entered into an exchange agreement with Leonite Capital whereby we exchanged the 400,000 Series B shares with a value
of $400,000 plus accrued dividends thereon of $61,184 for our entire shareholding in our property owning subsidiary, Cranberry Cove Holdings.
The Series B shares and the accrued dividends thereon were extinguished and cancelled upon consummation of the transaction.

16

Due
to the related party nature of the transaction, the net result of the disposal of $1,334,885 and the $700,000 of the CCH Series A Preferred
shares, totaling $2,034,885, was recorded as a credit to additional paid-in-capital.

In
addition, due to the related party nature of the transaction, the cancellation of the Series B Preferred stock, of $400,000 and the dividends
thereon of $61,184, totaling $461,184, was recorded as an extinguishment of debt reflected in additional paid-in-capital.

On
August 4, 2023, the company repaid Leonite Capital $1,449,000 consisting of repayments of short-term convertible notes of $995,257, promissory
notes of $420,069, additional penalty on settlement of $5,236 and a personal loan by Leonite to Shawn Leon of $28,438, which repayment
reduced the related party payable to Shawn Leon.

We
owed Leonite Capital and Leonite Funds I, LP, an entity under common control with Leonite Capital, short-term convertible notes, including
principal and interest thereon of $905,579 as of December 31, 2022.

In
addition, we owed Leonite capital, secured promissory notes, including principal, monitoring fees and interest thereon totaling $340,281
as of December 31, 2022.

Directors
Independence

The
common stock of the Company is currently quoted on the OTC Pink, a quotation system which currently does not have director independence
requirements. On an annual basis, each director and executive officer will be obligated to disclose any transactions with the Company
in which a director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest in
accordance with Item 407(a) of Regulation S-K. Following completion of these disclosures, the Board will make an annual determination
as to the independence of each director using the current standards for “independence” that satisfy the criteria for the
NASDAQ Stock Market, Inc.

As
of December 31, 2023, the Board determined that Gerald T Miller is independent and that Mr. Leon is not independent under these standards.

Item
14. Principal Accountant Fees and Services.

Daszkal
Bolton LLP served as our independent registered public accounting firm for the year ended 31 December 2022 and RBSM LLP serves as our
independent registered public accounting firm for the year ended 31 December 2023.

The following
is a summary of the fees paid by us to Daszkal Bolton LLP and RBSM LLP the years ended December 31, 2023 and 2022 for professional services
rendered:

Year ended December 31, 2023 | Year ended December 31, 2022
Audit fees and expenses | $ | 86,500 | $ | 80,000
Taxation preparation fees | — | —
Audit related fees | — | —
Other fees | — | —
$ | 86,500 | $ | 80,000

Audit
Fees

Consists
of fees billed for professional services rendered for the audit of our consolidated financial statements and review of interim condensed
consolidated financial statements included in quarterly reports and services that are normally provided by Daszkal Bolton LLP in connection
with statutory and regulatory filings or engagements in fiscal year ended December 31, 2022 and by RBSM, LLP for the year ended December
31, 2023.

Audit
Related Fees

Consists
of fees billed for accounting, assurance and related services that are reasonably related to the performance of the audit or review of
our consolidated financial statements and are not reported under “Audit Fees”.

Tax
Fees

Tax Fees
consist of the aggregate fees billed for professional services rendered by our principal accounts for tax compliance, tax advice, and
tax planning. These services include preparation for federal and state income tax returns.

All
Other Fees

We
did not incur any other fees billed by auditors for services rendered to our Company, other than the services listed above for the fiscal
years ended December 31, 2023 and 2022, respectively.

17

PART
IV

Item
15. Exhibits, Financial Statement Item 15. Exhibits and Financial Statement Schedules and Reports on Form 10-K

(a) | (1) | The following
 financial statements are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2022
1. | Independent
 Auditor’s Report
2. | Consolidated Balance Sheets
 as of December 31, 2023 and 2022
3. | Consolidated Statements
 of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022
4. | Consolidated Statements
 of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022
5. | Consolidated Statements
 of Cash Flows for the years ended December 31, 2023 and 2022
6. | Notes to Consolidated Financial
 Statements
(2) | All financial
 statement schedules have been omitted as the required information is either inapplicable or included in the Consolidated Financial
 Statements or related notes.
18
(b) | Exhibits
Exhibit
 No. | Description | Form | SEC
 File No. | Date | Filed
 Herewith | Filed
 by Reference
3.1 | Articles
 of Incorporation of NNRC, Inc. (as filed with the Secretary of State of Colorado on April 1, 1993) | 10-K | 000-15078 | March
 28, 2013 | X
3.2 | Articles
 of Amendment to the Articles of Incorporation of Nova Natural Resources, Inc. (as filed with the Secretary of State of Colorado on
 May 8, 2012) | 10-K | 000-15078 | March
 28, 2013 | X
3.3 | Articles
 of Amendment to the Articles of Incorporation of Greenestone Healthcare Corporation (as filed with the Secretary of State of Colorado
 on March 26, 2013) | 8-K | 000-15078 | March
 29, 2013 | X
3.4 | Amended
 and Restated Bylaws of Greenestone Healthcare Corporation | 8-K | 000-15078 | March
 29, 2013 | X
3.5 | Articles
 of Amendment to the Articles of Incorporation re: Name Change | 8-K | 000-15078 | April
 10, 2017 | X
3.6 | First
 amendment to Amended and Restated Bylaws | 8-K | 000-15078 | April
 10, 2017 | X
4.1 | Form
 of Series L Convertible Note and Warrant Agreement | 8-K | 000-15078 | 42740 | X
4.2 | Form
 of LABRYS LP Convertible Note Agreement | 8-K | 000-15078 | February
 2, 2017 | X
10.1 | Stock
 Purchase Agreement I | 8-K | 000-15078 | March
 29, 2013 | X
10.2 | Form
 of Warrant I | 8-K | 000-15078 | December
 30, 2013 | X
10.3 | Form
 of Warrant II | 8-K | 000-15078 | December
 30, 2013 | X
10.4 | Stock
 Purchase Agreement II | 8-K | 000-15078 | December
 30, 2013 | X
10.5 | Share
 Purchase Agreement, dated as of December 16, 2014 by and between the Registrant and Jainheel Patekh Medical Professional Corporation | 8-K | 000-15078 | December
 23, 2014 | X
10.6 | Collateral
 Note, Dated December 16, 2014 | 8-K | 000-15078 | December
 23, 2014 | X
10.7 | Seastone
 of Delray Asset Purchase Agreement, Management Services Agreement and Commercial Real Estate Contract | 8-K | 000-15078 | May
 23, 2016 | X
10.8 | Stock
 Purchase Agreement re: Cranberry Cove Holdings Ltd. | 8-K | 000-15078 | February
 17, 2017 | X
19
Exhibit
 No. | Description | Form | SEC
 File No. | Date | Filed
 Herewith | Filed
 by Reference
10.9 | Asset
 Purchase Agreement re: Sale of Muskoka Clinic | 8-K | 000-15078 | February
 17, 2017 | X
10.10 | Lease
 of Muskoka Clinic | 8-K | 000-15078 | February
 17 2017 | X
16.1 | Letter
 from Jarvis Ryan Associates, LLP | 8-K | 000-15078 | July
 19, 2014 | X
31.1 | Certification of
 the Principal Executive Officer and Principal Financial Officer of the registrant pursuant to Section 302 of the Sarbanes Oxley Act
 of 2002 (Rule 13(a) -14(a) or Rule 15(d( - 14 (a) | X
32.1 | Certification
 of the Principal Executive Officer and Principal Financial Officer pursuant to Rule 18 U.S.C 1350 as adopted pursuant to Section
 906 of the Sarbanes Oxley Act of 2002 | X
101.INS | Inline
 XBRL Instance Document | X
101.SCH | Inline
 XBRL Taxonomy Extension Schema Document | X
101.CAL | Inline
 Taxonomy Extension CAL XBRL Calculation Linkbase Document | X
101.DEF | Inline
 XBRL Taxonomy Extension Definition Linkbase Document | X
101.LAB | Inline
 XBRL Taxonomy Extension Label Linkbase Document | X
101.PRE | Inline
 XBRL Taxonomy Extension Presentation Linkbase Document | X
101 | Cover
 Page Interactive Data File (embedded within the Inline XBRL Document)
20

SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

ETHEMA HEALTH
CORPORATION.

Date: May 7, 2024

By: /s/ Shawn
E. Leon

Name: Shawn E.
Leon

Title: Chief Executive
Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

Name | Position | Date
/s/Shawn E. Leon | Chief Executive Officer (Principal Executive Officer), | May 7, 2024
Shawn Leon | Chief Financial Officer (Principal Financial Officer), President and Director
/s/ Gerald T. Miller | Director | May 7, 2024
Gerald T. Miller
21

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