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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, 2024

 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)

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

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

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

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

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.

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).

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.

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 28, 2024, based on a closing share
price of $0.0007 was approximately $ 2,489,683.

 As of May
21, 2025, the registrant had 7,726,283,805 shares
of its common stock, par value $0.01 per share, outstanding.

 YEAR
ENDED DECEMBER 31, 2024

 TABLE OF
CONTENTS

 PAGE

 PART I.

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 PART II.

 Item 5.

 Market for Registrant's Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Part IV.

 Item 15.

 Exhibits and Financial Statements Schedules

 SIGNATURES

 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 Greenstone 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 Greenstone Muskoka operated. The Company entered into an Asset Purchase Agreement (the "APA") whereby
the assets of Greenstone Muskoka were sold by Greenstone 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 Greenstone 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.

 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 May 15,
2024, the Company entered into a Stock Purchase Agreement whereby it acquired the remaining 25% of ATHI representing 5,000,000 shares
from the minority stockholder for gross proceeds of $1,100,000.

 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.

 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. On
May 1, 2024 the Company, through its subsidiary Evernia Health Center LLC, entered into a Definitive Agreement whereby the Company assumed
the lease for suites 100,101, 201, 202 and 203 located at 899 Meadows Road, Boca Raton, Florida (the "Leased Premises") and
the furniture, fixtures and equipment located therein, upon the assignment of the lease from the property owner. The lease was assigned
on June 10, 2024 and the Company entered into a Bill of Sale to give effect to the Definitive Agreement. The purchase price was $240,000
which was settled by a deposit of $20,000 and a cash payment of $220,000 and the payment to the Seller of $83,393 for the assumption
of the security deposit held by the landlord of the Leased Premises located at 899 Meadows Road.

 Corporate
Structure

consists of the following entities:

 Ethema Health Corporation (Parent company);

 Ethema
is the publicly traded investment holding company, registered in Colorado, U.S. and owns the following entities:

 American Treatment Holdings, Inc, a US registered company (100% owned);

 ATHI
owns 100% of the members' interest of Evernia Health Center LLC.

 Evernia Health Center LLC, 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 (100% owned and dormant);

 DARE
has remained dormant since inception.

 PB Billing LLC ("PB Bill"), a US registered company (100% owned);

 PB
Billing performs the function of billing and collection for Evernia.

 ARIA Kentucky LLC ("Aria Kentucky"), a US registered company (100% owned);

 Aria
Kentucky was established during the current year as the acquisition subsidiary for the business of Edgewater Recovery, which was
closed on January 9, 2025, see subsequent events.

 Employees

 As
of December 31, 2024, Ethema had 70 employees and 14 part-time contractors.

 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

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 an initial 75% of the Evernia treatment facility located at 950 Evernia Street,
West Palm Beach Florida. On May 15, 2024, the Company acquired the remaining 25% of ATHI. The Company has been actively
involved in the operation of the Evernia treatment facility since June 2020.

 On March
22, 2024, the Company through its subsidiary Evernia Health Center LLC, entered into a Definitive Agreement whereby the Company assumed
the lease for suites 100, 101, 201, 202 and 203, located at 899 Meadows Road, Boca Raton, Florida (the "Boca Leased Premises").
The company began operating a treatment facility at the Boca Lease Premises during January 2025.

 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.

 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 21, 2025 was $0.0004 per share. As of May 21, 2025, there
were approximately 152 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, 2024 in transactions that were not registered under the Securities Act.

On July 12, 2024, the Company issued a total of 3,000,000,000 shares of common stock to Mr. Shawn Leon, the company CEO for the conversion
of $1,500,000 of related party payables and a further 1,000,000,000 shares to his spouse, Ms. Eileen Greene, for the conversion of $500,000
of related parties payables.

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

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

 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.

 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, 2024.

 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, 2024.

 Results
of operations for the year ended December 31, 2024 and the year ended December 31, 2023.

 Revenue was
$6,017,204 and $5,344,976 for the years ended December 31, 2024 and 2023, respectively, an increase of $672,228 or 12.6%.

from patient treatment was $6,017,204 and $5,164,454 for the years ended December 31, 2024 and 2023, respectively, an increase
of $852,750 or 16.5%. The increase is due to organic growth in the number of in-network patients at the facility and an increase
in advertising spend to attract patients to the facility.

from rental income was $0 and $180,522 for the years ended December 31, 2024 and 2023, respectively, a decrease of $180,522
or 100.0%. The Company disposed of its real property owning subsidiary, Cranberry Cove Holdings, to a related party, Leonite Capital,
LLC on June 30, 2023.

 Operating
Expenses

 Operating
expenses was $7,350,333 and $5,886,896 for the years ended December 31, 2024 and 2023, respectively, an increase of $1,463,437 or 24.9%.
The increase in operating expenses is attributable to:

 General and administrative expenses was $1,550,799
 and $1,041,501 for the years ended December 31, 2024 and 2023, respectively, an increase of $509,298 or 48.9%. The
 increase is primarily attributable to due to an increase in advertising and marketing costs of $228,767, we spent more funds on advertising
 to attract new patients to our West Palm Beach facility during the current year, and increases in general operating expenses
 resulting from the increased patient count, including an increase in food costs of $47,739, an increase in small equipment purchases
 of $37,596, an increase in client supplies of $20,248, an increase in utilities of $35,450 and an increase in travel costs of $34,160,
 in addition, property taxes increased by $73,082 due to the increased property value in West Palm Beach and, the balance
 of $38,256 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 $1,304,127 and $614,793 for the years ended
 December 31, 2024 and 2023 an increase of $689,334 or 112.1%. The increase is primarily due to an increase in rental
 which arose on the acquisition of the west Palm Beach building in August 2023 from our landlord and the immediate disposal of the
 building to a third party, 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 rental expense of $410,204 over the prior year, including a significant rent
 smoothing adjustment of $223,851 during the current year, in addition, we acquired the business of Boca Cove Detox during the current
 year and incurred a rental expense of $221,275 for the use of this facility. We only began generating revenue from this facility
 in January 2025, after obtaining the necessary licensing and approval from the health care insurance providers.

 Management fees
 were $0 and $368,003 for the years ended December 31, 2024 and 2023, respectively, a decrease of $368,003 or 100.0%. In the prior
 year 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 stockholder of ATHI during the prior year.

 Professional fees were $955,801 and $707,413 for the years ended December 31, 2024 and 2023, respectively, an increase of $248,388 or 35.1%. The increase is primarily due to an increase in contractor fees incurred by our in-house billing company of $182,434 during the current year as we bolster this department to improve our collections from insurance providers. In addition we incurred professional fees related to corporate activity on closing the acquisition of Boca Cove Detox and the acquisition of the business of Edgewater Recovery in Kentucky which closed on January 7, 2025.

 Salaries and wages were $3,072,654 and $2,656,267 for the years ended December 31, 2024 and 2023, respectively, an increase of $416,387 or 15.7%. T he increase is due to acquisition of Boca Cove Detox which was fully staffed in anticipation of receiving our licenses and approvals from healthcare providers in the third quarter of 2024, this was only obtained in January 2025. In addition we increased our headcount due to the increased patient count during the current year.

 Depreciation and amortization
 expense was $466,952 and $498,919 for the years ended December 31, 2024 and 2023, respectively, a decrease of $31,967 or 6.4%. 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

 The operating
loss was $1,333,129 and $541,920 for the years ended December 31, 2024 and 2023, respectively, an increase in loss of $791,209 or 146.0%.
The increase in loss is due to the increase in operating expenses of $1,463,437, discussed in detail above, offset by the increase in
revenue of $672,228, discussed in detail above.

 Other
income

 Other income
was $110,000 and $0 for the years ended December 31, 2024 and 2023, respectively. Other income consisted of management fees provided to
Edgewater Recovery, prior to acquisition by the Company.

 Other
expense

 Other expense
was $1,160 and $0 for the years ended December 31, 2024 and 2023, respectively, an increase of $1,160 or 100.0%.

 Gain on disposal of property

 Gain on disposal of property
was $0 and $2,484,172 for the years ended December 31, 2024 and 2023, respectively, a decrease of $2,484,172 or 100.0%. In the
prior year, the Company exercised its option to acquire the property located at 950 Evernia Street, West Palm Beach, Florida, in which
its treatment center operations are located, 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 $0 and $277,175 for the years ended December 31, 2024 and 2023, respectively, a decrease of $277,175 or 100.0%. In
the prior year, the loss on debt extinguishment was related primarily to replacement warrants issued to Leonite Capital as part of the
debt settlement agreement reached with Leonite.

 Extension fee on property
purchase

 The extension
fee on the property purchase was $0 and $140,000 for the years ended December 31, 2024 and 2023, respectively, a decrease of $140,000
or 100%. In the prior year, 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 notes

 The penalty
on convertible notes was $0 and $34,688 for the years ended December 31, 2024 and 2023, respectively, a decrease of $34,688 or
100.0%. In the prior year, the penalty on convertible note was agreed upon with one of our lenders whose notes were in default and was
subsequently settled after June 30, 2023.

income

income was $2,292 and $676 for the years ended December 31, 2024 and 2023 respectively. Interest income represent interest earned
on positive bank balances.

expense

expense was $565,343 and $500,226 for the years ended December 31, 2024 and 2023, respectively, an increase of $65,117 or 13.0%, primarily
due to the increase in short term note funding of $1,912,000 less repayments of $752,680, the additional funds were
raised to fund the acquisition of Boca Cove Detox and for general working capital purposes.

 Debt
discount

 Debt discount
was $416,120 and $281,354 for the years ended December 31, 2024 and 2023, respectively, an increase of $134,766 or 47.9%. The
increase is primarily due to the increase in short term note funding issued at a discount and the increased utilization of receivables
funding during the current year resulting in increased amortization of debt discount associated with this funding.

 Foreign
exchange movements

 Foreign exchange
movements were $37,523 and $(95,032) for the years ended December 31, 2024 and 2023, 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.

 Net
(loss) income before income taxes

 Net (loss)
income before income taxes was $(2,165,937) and $614,453 for the years ended December 31, 2024 and 2023, respectively, an increase
of $2,780,390 or 452.5%. The increase is primarily due to the increase in operating loss as
discussed above, the increase in interest expense and debt discount, the prior period gain on sale of property, offset by the other income
earned for managing the Edgewater facility, a decrease in the prior year loss on debt extinguishment and the prior year extension fee
on the property purchase, all discussed in detail above.

taxes

taxes were $0 and $391,962 for the years ended December 31, 2024 and 2023, respectively a decrease of $391,962 or 100.0%. Losses
were made in the current year, resulting in an increase in the NOL valuation allowance. In the prior year, we completed tax
returns for our operating subsidiaries, 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.

 Net
(loss) income

 Net (loss)
income was $(2,165,937) and $1,006,415 for the years ended December 31, 2024 and 2023, respectively, an increase of $3,172,352 or 315.2%.
The increase is due to the increase in loss before income taxes and the prior period reversal of income tax charges and
deferred tax balances, discussed above.

 Liquidity
and Capital Resources

 Cash
used in operating activities was $0.46 million and $0.53 million for the
years ended December 31, 2024 and 2023, respectively a decrease of $0.07 million or 13.2%. The decrease is primarily
due to the following:

 The increase in
 net loss of $(3.2) million, as discussed above;

 The decrease in non-cash movements of $2.5 million, primarily due to the prior year gain on disposal of property of $2.5 million, as discussed above;

 The decrease in working capital movements of $0.8 million,
 primarily due to an increase in the movement of accounts receivable of $0.1 million, increase in the movement of accounts
 payable and accrued liabilities of $0.2 million, the increase in movement of operating lease liabilities of $0.3 million,
 and the increase in the movement of taxes payable of $0.2 million due to the reversal of tax provisions in the prior year.

 Cash
used in investing activities was $1.0 million and cash provided by investing activities was $2.5 million for the years ended December
31, 2024 and 2023, respectively. In the current year, the Company acquired the business of the Boca Cove detox facility for $0.2 million
and the payment of property deposits related to this facility of $0.1 million, we also acquired the minority stockholders interest
in ATHI for a cash payment of $0.6 million and purchased additional property and equipment of $0.1 million at our west Palm Beach facility.
In the prior year, 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, and paid a rental deposit of $0.4 million related to the lease entered
into on the property disposed of.

 Cash
provided by financing activities was $1.7 million and cash used in financing activities was $(2.1) million and for the years ended December
31, 2024 and 2023, respectively. In the current year, we raised $1.9 million in short term notes, and repaid $0.8 million, realizing
a net $1.1 million, We repaid $0.1 million on the promissory note due on the acquisition of ATHI, we received subscription receipts of
$0.2 million, we also raised a total of $0.7 million and repaid $0.6 million in receivables funding, we received a net advance from related
parties of $0.2 million, these proceeds were used to acquire Boca Cove Detox and the minority stockholders interest and for general
working capital purposes. In the prior year, the net proceeds realized on the acquisition and immediate sale of the property, discussed
under investing activities was used to repay 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 prior year.

 Over
the next twelve months we estimate that the company will require approximately $3.8 million in funding to repay its obligations other
than convertible notes. We will need funding for working capital as we continue to seek additional 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

 The
accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. For the year ended December 31, 2024, we incurred operating losses
of $1.3 million and had a negative cash flow from operating activities of 0.5 million. As of December 31, 2024, we had an accumulated
deficit of $44.4 million, working capital deficiency of $9.1 million and total liabilities in excess of total assets of $7.5 million.
These matters raise substantial doubt about our ability to continue as a going concern.

believes 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 generating 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 our 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 its 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.

 Based
on the uncertainties described above, we believe our business plan does not alleviate the existence of substantial doubt about our ability
to continue as a going concern within one year from the date of the issuance of these consolidated financial statements. The accompanying
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

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 credit losses

 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.

 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

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, the 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:

recognition

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.

 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 $19,655,717
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.

 On May 1,
2024 the Company, through its subsidiary Evernia Health Center LLC, entered into a Definitive Agreement whereby the Company would assume
the lease for suites 100,101, 201, 202 and 203 located at 899 Meadows Road, Boca Raton, Florida (the "Leased Premises") upon
the assignment of the lease from the property owner. The lease was assigned on June 10, 2024.

 The assigned
lease has a remaining term of 3 years, expiring on June 30, 2027, with an initial monthly lease cost of $21,843 from July 1, 2024 to December
31, 2024, escalating by 2.9% per annum, each annual period being a calendar year.

 To determine
the present value of minimum future lease payments for operating leases at June 10, 2024, the Company was required to estimate a rate
of interest that it 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").

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 Bank rate 3/1 adjustable-rate mortgage which represents
the average rate for several mortgage lenders in the market of 6.36%. The Company determined that 6.36% 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 $744,256 on June 10, 2024.

 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.

 Item
8. Financial Statements and Supplementary Data.

 (Expressed
in US$ unless otherwise indicated)

 PAGE

 Report of Independent Registered Public Accounting Firm (PCAOB ID 587)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Stockholders' Deficit for the
 years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 Notes to the Consolidated Financial Statements

 New York Office:

 805 Third Avenue

 New York, NY 10022

 212.838-5100

 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 Consolidated Financial Statements

 We have
audited the accompanying consolidated balance sheets of Ethema Health Corporation and subsidiaries (collectively, the "Company")
as of December 31, 2024 and 2023, and the related consolidated statements of operations, stockholders' deficit and cash flows for
each of the two years in the period ended December 31, 2024, 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 as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years
in the period ended December 31, 2024, 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 consolidated
financial statements, the Company has suffered recurring losses from operations, generated negative cash flows from operating activities,
has working capital deficiency and accumulated deficit. These conditions raise substantial doubt about the 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 may result from the outcome
of this uncertainty. Our opinion is not modified with respect to that matter.

 Basis for Opinion

 These 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.

 Critical Audit Matters

 Critical audit matters are matters arising from the
current period audit of the consolidated financial statements that were communicated or are required to be communicated to the audit committee
and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) 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 23, 2025

 PCAOP ID Number 587

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

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

 Member: ANTEA International with affiliated offices
worldwide

 F- 1

 CONSOLIDATED
BALANCE SHEETS

 December 31, 2024

 ASSETS

 Current assets

 Cash

 $
 244,771

 $
 68,573

 Accounts receivable, net

 260,841

 313,338

 Prepaid expenses

 23,146

 18,159

 Other current assets

 —

 3,030

 Total current assets

 528,758

 403,100

 Non-current assets

 Property and equipment, net

 699,688

 508,401

 Intangible assets, net

 536,971

 894,952

 Right of use assets

 9,920,592

 9,323,723

 Deposits paid

 472,393

 389,000

 Total non-current assets

 11,629,644

 11,116,076

 Total assets

 $
 12,158,402

 $
 11,519,176

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities

 Accounts payable and accrued liabilities

 $
 764,255

 $
 352,101

 Convertible notes, net of discounts

 3,973,245

 4,419,927

 Short-term notes, net

 2,575,123

 680,672

 Promissory note

 405,000

 —

 Receivables funding, net

 516,247

 211,961

 Related party advance, net

 264,966

 —

 Government assistance loans

 15,088

 14,962

 Operating lease liability

 299,102

 38,563

 Finance lease liability

 9,829

 8,426

 Related party payables

 633,318

 2,572,292

 Stock subscription liability

 198,600

 —

 Total current liabilities

 9,654,773

 8,298,904

 Non-current liabilities

 Government assistance loans

 6,149

 20,520

 Operating lease liability

 9,949,454

 9,383,557

 Finance lease liability

 6,593

 16,475

 Total non-current liabilities

 9,962,196

 9,420,552

 Total liabilities

 19,616,969

 17,719,456

 Stockholders' deficit

 Preferred stock - Series A; $ 0.01 par
 value, 10,000,000 authorized, 4,765,000
 and 4,000,000 shares issued and
 outstanding as of December 31, 2024 and 2023, respectively.

 47,650

 40,000

 Common stock - $ 0.01 par value, 10,000,000,000 shares authorized;
 7,729,053,805 and 3,729,053,805 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively.

 77,290,539

 37,290,539

 Additional paid-in capital

 24,986,083

 26,187,925

 Discount for shares issued
 below par value

 ( 65,363,367
)

 ( 27,363,367
)

 Accumulated deficit

 ( 44,419,472
)

 ( 42,355,377
)

 Total stockholders' deficit

 ( 7,458,567
)

 ( 6,200,280
)

 Total liabilities and stockholders' deficit

 $
 12,158,402

 $
 11,519,176

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

 F- 2

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 December 31, 2024

 Revenues

 $
 6,017,204

 $
 5,344,976

 Operating expenses

 General and administrative

 1,550,799

 1,041,501

 Rent expense

 1,304,127

 614,793

 Management fees

 —

 368,003

 Professional fees

 955,801

 707,413

 Salaries and wages

 3,072,654

 2,656,267

 Depreciation and amortization

 466,952

 498,919

 Total operating expenses

 7,350,333

 5,886,896

 Operating loss

 ( 1,333,129
)

 ( 541,920
)

 Other (expense) income

 Other income

 110,000

 —

 Other expense

 ( 1,160
)

 —

 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
)

 Interest income

 2,292

 Interest expense

 ( 565,343
)

 ( 500,226
)

 Debt discount

 ( 416,120
)

 ( 281,354
)

 Foreign exchange movements

 37,523

 ( 95,032
)

 Net (loss) income before income taxes

)

 614,453

 Income taxes

 —

 391,962

 Net (loss) income

)

 1,006,415

 Net loss attributable to non-controlling stockholders
 interest

 101,842

 170,184

 Net (loss) income attributable to Ethema Health Corporation Stockholders'

 ( 2,064,095
)

 1,176,599

 Preferred stock dividend

 —

 ( 47,225
)

 Net (loss) income available
 to common stockholders of Ethema Health Corporation

 ( 2,064,095
)

 1,129,374

 Basic (loss) income per common share

 $
 ( 0.00
)

 $
 0.00

 Diluted (loss) income per common share

 $
 ( 0.00
)

 $
 0.00

 Weighted average common shares outstanding – Basic

 5,608,835,226

 3,729,053,805

 Weighted average common shares outstanding – Diluted

 5,608,835,226

 3,903,671,684

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

 F- 3

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

 Series A Preferred

 Common

 Additional Paid

 Discount

 Comprehensive

 Accumulated

 Non- controlling stockholders

 Shares

 Shares

 in Capital

 to par value

 Deficit

 Total

 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
)

 Acquisition of minority stockholders interest

 —

 —

 —

 —

 ( 1,201,842
)

 —

 —

 —

 101,842

 ( 1,100,000
)

 Conversion of related party payable to Series A preferred shares

 600,000

 6,000

 —

 —

 —

 —

 —

 —

 —

 6,000

 Subscription for Series A preferred A shares

 165,000

 1,650

 —

 —

 —

 —

 —

 —

 —

 1,650

 Conversion of related party payables to common shares

 —

 —

 4,000,000,000

 40,000,000

 —

 ( 38,000,000
)

 —

 —

 —

 2,000,000

 Net loss

 —

 —

 —

 —

 —

 —

 —

 ( 2,064,095
)

 ( 101,842
)

)

 Balance as of December 31, 2024

 4,765,000

 $
 47,650

 7,729,053,805

 $
 77,290,539

 $
 24,986,083

 $
 ( 65,363,367
)

 $
 —

 $
 ( 44,419,472
)

 $
 —

 $
 ( 7,458,567
)

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

 F- 4

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 2024

 2023

 Operating activities

 Net (loss) income

 $
)

 $
 1,006,415

 Adjustment to reconcile net (loss) income to net cash used in operating activities:

 Depreciation and amortization

 466,952

 498,919

 Amortization of debt discount

 416,120

 281,354

 Gain on disposal of property

 —

 ( 2,484,172
)

 Loss on debt extinguishment

 —

 277,175

 Penalty on notes and convertible notes

 —

 34,688

 Amortization of right of use asset

 147,387

 177,220

 Deferred taxation movement

 —

 ( 217,451
)

 Changes in operating assets and liabilities

 Accounts receivable

 183,137

 78,037

 Prepaid expenses

 ( 4,987
)

 26,562

 Other current assets

 3,030

 5,513

 Accounts payable and accrued liabilities

 416,414

 201,978

 Operating lease liabilities

 82,180

 ( 179,184
)

 Taxes payable

 —

 ( 237,211
)

 Net cash used in operating activities

 ( 455,704
)

 ( 530,157
)

 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

 ( 60,259
)

 ( 40,602
)

 Acquisition of property

 ( 240,000
)

 —

 Acquisition of minority stockholders
 interest

 ( 625,000
)

 —

 Investment in deposits

 ( 83,393
)

 ( 389,000
)

 Net cash (used in) provided by investing activities

 ( 1,008,652
)

 2,454,570

 Financing activities

 Repayment of mortgage

 —

 ( 58,320
)

 Proceeds from convertible notes

 —

 150,000

 Repayment of convertible notes

 —

 ( 1,153,666
)

 Proceeds from short term notes

 1,912,000

 447,000

 Repayment of short term notes

 ( 752,680
)

 ( 568,325
)

 Repayment of promissory notes

 ( 70,000
)

 —

 Proceeds from receivables funding

 690,000

 580,646

 Repayment of receivables funding

 ( 586,752
)

 ( 994,483
)

 Proceeds from advances – related party

 250,000

 —

 Repayment of advances – related party

 ( 11,538
)

 —

 Repayment of government assistance loans

 ( 14,250
)

 ( 14,579
)

 Proceeds from (repayment of) third party loans

 —

 ( 283,746
)

 Repayment of finance leases

 ( 8,478
)

 ( 7,943
)

 Proceeds from stock subscription liability

 198,600

 —

 Proceeds from Series A preferred subscriptions

 1,650

 —

 (Repayment) proceeds of related party notes

 67,026

 ( 174,012
)

 Net cash provided by (used in) financing activities

 1,675,578

 ( 2,077,428
)

 Effect of exchange rate on cash

 ( 35,024
)

 80,831

 Net change in cash

 176,198

 ( 72,184
)

 Beginning cash balance

 68,573

 140,757

 Ending cash balance

 $
 244,771

 $
 68,573

 Supplemental cash flow information

 Cash paid for interest

 $
 355,443

 $
 425,117

 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

 Promissory note issued to acquire minority stockholders
 interest

 $
 475,000

 $
 —

 Exchange
 of Series N convertible notes for Series R promissory notes

 $
 450,000

 $
 —

 Conversion of related party payables to common
 shares

 $
 2,000,000

 $
 —

 Conversion of related party payable to Series
 A preferred stock

 $
 6,000

 $
 —

 Present value of operating lease liability
 and operating lease right-of-use asset recognized in connection with lease commencement

 $
 744,256

 $
 —

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

 F- 5

 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.

 The
Company sold its real estate on which its Greenstone Muskoka clinic operated during the prior year.

of minority stockholders interest in ATHI

 On
May 15, 2024, the Company entered into a Stock Purchase Agreement whereby it acquired the remaining 25% of ATHI representing 5,000,000
shares from the minority stockholder for gross proceeds of $1,100,000. The Company paid an initial deposit of $25,000 and on closing
an additional $600,000. The Company issued a non-interest-bearing promissory note for the remaining balance of $475,000, which promissory
note is repayable in installments of $10,000 a month on each monthly anniversary date of the agreement for months one to eight (eight
installments) and months ten through seventeen (eight installments), and payments of $157,500 on month nine and month eighteen, for a
total of $475,000.

of 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. On May 1, 2024 the Company, through its subsidiary Evernia Health Center LLC, entered into a Definitive Agreement whereby
the Company would assume the lease for suites 100, 101, 201, 202 and 203 located at 899 Meadows Road, Boca Raton, Florida
(the "Leased Premises") and the furniture, fixtures and equipment located therein, upon the assignment of the lease
from the property owner. The lease was assigned on June 10, 2024 and the Company entered into a Bill of Sale to give effect to
the Definitive Agreement.

 The
purchase price was $240,000 which was settled by a deposit of $20,000 and a cash payment of $220,000 and the payment to the Seller of
$83,393 for the assumption of the security deposit held by the landlord of the Leased Premises located at 899 Meadows Road.

 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").

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 U.S. GAAP requires management to make estimates and assumptions,
which are evaluated on an ongoing basis, that affect the amounts reported in the consolidated financial statements and accompanying notes.
Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues
and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In particular,
significant estimates and judgments include those related to, the estimated useful lives of long lived assets, the fair value of long-lived
assets including impairment analysis, estimates in revenue recognition, allowance for credit losses, estimates in the fair value of warrants
and stock options granted for services or compensation, estimates in convertible debt, borrowing rate consideration for right-of-use
(ROU) lease assets including related lease liability, and the valuation allowance for deferred tax assets due to continuing operating
losses.

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered
in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results
could differ significantly from our estimates.

 F- 6

 NOTES

 2.

 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.

 On
June 30, 2023, the Company disposed on Cranberry Cove Holdings whose functional currency was Canadian Dollars, all remaining subsidiaries
have the U.S. dollar as a functional currency.

 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.

 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, 2024 and 2023.

 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.

 F- 7

 NOTES

 2.

 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

 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.

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

 g)

 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.

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.

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

 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.

 F- 8

 NOTES

 2.

 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)
 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.

 l)
 Financial instruments

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

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

 Financial
liabilities measured at amortized cost include bank indebtedness, accounts payable and accrued liabilities, taxes payable, convertible
notes payable, promissory notes, receivables funding, 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

 NOTES

 2.

 m)
Related parties

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

 n)
Revenue recognition

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

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

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

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

 The
Company derives a significant portion of its revenue from 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 $260,841 and $313,338 at December
31, 2024 and December 31, 2023, 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

 NOTES

 2.

 o)
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 2020, through 2023 are subject to audit or review by the US tax authorities,
whereas fiscal 2011 through 2023 are subject to audit or review by the Canadian tax authority.

 p)
Net (loss) income per Share

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

 Diluted
net (loss) 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 (loss) 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).

 q)
Stock based compensation

 Stock
based compensation cost is measured at the grant date, based on the estimated fair value of the award and is recognized as expense over
the employee's requisite service period or vesting period on a straight-line basis. Share-based compensation expense recognized
in the consolidated statements of operations for the year ended December 31, 2024 and 2023 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

 NOTES

 2.

 r)
Financial instruments Risks

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, 2024 and 2023.

 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 $ 9.1 million, and an accumulated deficit of approximately $ 44.4 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

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, promissory notes, short term loans, receivables funding third
party loans and government assistance loans as of December 31, 2024. 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, immaterial 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.

 d.

 Concentration of customers

 During the years
ended December 31, 2024 and 2023, the Company derived approximately 100% of its in-patient revenues from a group of commercial
healthcare insurers. Any adverse change in policy towards the treatment of substance abuse patients adopted by a majority of the
group of commercial healthcare insurers will have a significant impact on the Company.

 s)
Recent accounting pronouncements

 The Financial Accounting
Standards Board ("FASB") issued additional updates during the year ended December 31, 2024. 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.

 t) Comprehensive income (loss)

 Comprehensive
income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding
transactions resulting from investments from owners and distributions to owners. The Company does not have any comprehensive income
(loss) for the periods presented.

 u) Segment
information

 The Company's
Chief Executive Officer and President ("CEO") is our chief operating decision maker ("CODM") and evaluates
performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis.
Because our CODM evaluates financial performance on a consolidated basis, the Company has determined that it operates as a single
reportable segment composed of the financial results of Ethema Health Corporation.

 F- 12

 NOTES

 3.
 Going concern

 The
accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. For the year ended December 31, 2024, the Company incurred operating
losses of $1.3 million and had a negative cash flow from operating activities of 0.5 million. As of December 31, 2024, the Company had
an accumulated deficit of $44.4 million, working capital deficiency of $9.1 million and total liabilities in excess of total assets
of $7.5 million. These matters raise substantial doubt about Company's ability to continue as a going concern.

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.

 Based
on the uncertainties described above, the Company believes its business plan does not alleviate the existence of substantial doubt about
its ability to continue as a going concern within one year from the date of the issuance of these consolidated financial statements.
The accompanying 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 subsidiary

 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:

 Schedule of assets and liabilities Disposal

 Assets

 Other receivable

 $
 12,015

 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 stockholders interest related to the Series A preferred stock in Cranberry Cove Holdings of $700,000 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

 NOTES

 5.
 of minority stockholders interest in ATHI

 On
May 15, 2024, the Company entered into a Stock Purchase Agreement whereby it acquired the remaining 25% of ATHI representing 5,000,000
shares from the minority stockholder for gross proceeds of $1,100,000. The Company paid an initial deposit of $25,000 and on closing
an additional $600,000. The Company issued a non-interest-bearing promissory note for the remaining balance of $475,000, which promissory
note is repayable in installments of $10,000 a month on each monthly anniversary date of the agreement for months one to eight (eight
installments) and months ten through seventeen (eight instalments), and payments of $157,500 on month nine and month eighteen, for a
total of $475,000.

 The acquisition
of the minority stockholders interest was accounted for in terms of ASC 810, Consolidation.

 Schedule of acquisition

 Purchase price

 Cash

 $

 625,000

 Promissory note

 475,000

 Total

 1,100,000

 Allocation of purchase price

 Minority stockholders interest

 101,842

 Additional paid in capital

 ( 1,201,842

)

 Total

 $

 ( 1,100,000

)

 6.
 Acquisition of Boca Cove Detox

 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. On May 1,
2024 the Company, through its subsidiary Evernia Health Center LLC, entered into a Definitive Agreement whereby the Company would assume
the lease for suites 100,101, 201, 202 and 203 located at 899 Meadows Road, Boca Raton, Florida (the "Leased Premises") and
the furniture, fixtures and equipment located therein, upon the assignment of the lease from the property owner. The lease was assigned
on June 10, 2024 and the Company entered into a Bill of Sale to give effect to the Definitive Agreement.

 The
purchase price was $240,000 which was settled by a deposit of $20,000 and a cash payment of $220,000 and the payment to the Seller of
$83,393 for the assumption of the security deposit held by the landlord of the Leased Premises located at 899 Meadows Road.

 Schedule of acquisition of boca cove detox

 Purchase price

 Cash

 $
 323,393

 Allocation of purchase price

 240,000

 Deposit assumed on leased premises

 83,393

 Total

 $
 323,393

 7.

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.

 F- 14

 NOTES

 7.
 Property and equipment (continued)

and simultaneous disposition of property (continued)

 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.
In addition, $65,450 was paid to Ed Blasiak to settle the convertible promissory note owing to him, $179,474 was paid to Joshua Bauman
to settle a convertible promissory note owing to him and $260,548 was paid to Mirage Realty, LLC to settle the senior secured promissory
note owing to them.

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

 Schedule of property purchase and subsequent sale

 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

of Boca Cove Detox

 On
May 1, 2024 the Company, through its subsidiary Evernia Health Center LLC, entered into a Definitive Agreement whereby the Company would
assume the lease for suites 100,101, 201, 202 and 203 located at 899 Meadows Road, Boca Raton, Florida (the "Leased Premises")
and the furniture, fixtures and equipment located therein, upon the assignment of the lease from the property owner. The lease was assigned
on June 10, 2024 and the Company entered into a Bill of Sale to give effect to the Definitive Agreement. The purchase price of the assets
was $ 240,000.

 Property
and equipment consists of the following:

 Schedule of property and equipment

2024

 Useful

 lives

 Cost

 Accumulated depreciation

 Leasehold improvements

 Life
 of lease

 $

 513,375

 $

 ( 137,330

)

 $

 376,045

 $

 371,308

 Furniture and fittings

 6 years

 396,711

 ( 93,282

)

 303,429

 104,715

 Vehicles

 5 years

 55,949

 ( 40,250

)

 15,699

 26,889

 Computer equipment

 3 years

 9,372

 ( 4,857

)

 4,515

 5,489

 $

 975,407

 $

 ( 275,719

)

 $

 699,688

 $

 508,401

 Depreciation
expense for the year ended December 31, 2024 and 2023 was $ 108,971 and $ 140,938,
respectively.

 F- 15

 NOTES

 8.
 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:

 Schedule of intangible assets

 2024

 Useful

 lives

 Cost

 Accumulated amortization

 Health care Provider license

 5 Years

 $

 1,789,903

 $

 ( 1,252,932

)

 $

 536,971

 $

 894,952

 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, 2024 and 2023.

 Estimated
future amortization expense is as follows:

 Schedule of
future amortization expense

 2025

 $

 357,981

 2026

 178,990

 Total estimated amortization expense

 $

 536,971

 9.

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 February 1, 2027.

 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 it 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.

 F- 16

 NOTES

 9.
 Leases (continued)

 On
May 1, 2024 the Company, through its subsidiary Evernia Health Center LLC, entered into a Definitive Agreement whereby the Company
would assume the lease for suites 100, 101, 201, 202 and 203 located at 899 Meadows Road, Boca Raton, Florida (the "Leased
Premises") and the furniture, fixtures and equipment located therein, upon the assignment of the lease from the property
owner. The lease was assigned on June 10, 2024 and the Company entered into a Bill of Sale to give effect to the Definitive Agreement.

 The
assigned lease has a remaining term of 3 years, expiring on June 30, 2027, with an initial monthly lease cost of $21,843 from July 1,
2024 to December 31, 2024, escalating by 2.9% per annum, each annual period being a calendar year.

 To
determine the present value of minimum future lease payments for operating leases at June 10, 2024, the Company was required to estimate
a rate of interest that it 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 Bank rate 3/1 adjustable-rate mortgage which represents
the average rate for several mortgage lenders in the market of 6.36%. The Company determined that 6.36% 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 $744,256 on June 10, 2024.

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

 Schedule of right
of use assets are included in the consolidated balance

 2024

 2023

 Non-current assets

 Right-of-use assets – finance leases, net of depreciation, included in Property and equipment

 $
 15,699

 $
 26,889

 Right-of-use assets - operating leases, net of amortization

 $
 9,920,592

 $
 9,323,723

 Lease
costs consists of the following:

 Schedule of lease
costs

 Year ended December 31,

 2024

 2023

 Finance lease cost:

 Amortization of right-of-use assets

 $
 11,190

 $
 11,190

 Interest expense on finance lease liabilities

 1,402

 1,938

 Total finance lease cost

 12,592

 13,128

 Operating lease cost

 $
 1,304,127

 $
 598,336

 Lea Lease cost se cost

 $
 1,316,719

 $
 611,464

 Other
lease information:

 Schedule of other
lease

 Year ended December 31,

 2024

 2023

 Cash paid for amounts included in the measurement of lease liabilities

 Operating cash flows from finance leases

 $

 ( 1,402

)

 $

 ( 1,938

)

 Operating cash flows from operating leases

 ( 999,883

)

 ( 600,299

)

 Financing cash flows from finance leases

 ( 8,478

)

 ( 7,943

)

 Cash paid
for amounts included in the measurement of lease liabilities

 $

 ( 1,009,763

)

 $

 ( 610,180

)

 Weighted average lease term – finance leases

 1 years and ten months

 2 years and ten months

 Weighted average remaining lease term – operating leases

 17 years and 8 months

 19 years and 8 months

 Discount rate – finance leases

 6.60

 %

 6.60

 %

 Discount rate – operating leases

 7.61

 %

 7.70

 %

 F- 17

 NOTES

 9.
 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:

 Schedule of future minimum lease payments under finance leases

 2025

 $
 9,829

 2026

 6,195

 2027

 1,707

 Total finance lease

 17,731

 Imputed interest

 ( 1,309
)

 Total finance lease liability

 $
 16,422

 Disclosed as:

 Current portion

 $
 9,829

 Non-Current portion

 6,593

 Lease liability

 $
 16,422

 Operating
lease liability

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

 Schedule of future minimum lease payments under operating leases

 2025

 $
 1,045,192

 2026

 1,074,288

 2027

 961,526

 2028

 841,379

 2029 and thereafter

 15,358,663

 Total undiscounted minimum future lease payments

 19,281,048

 Imputed interest

 ( 9,032,492
)

 Total operating lease liability

 $
 10,248,556

 Disclosed as:

 Current portion

 $
 299,102

 Non-Current portion

 9,949,454

 Lease liability

 $
 10,248,556

 10.
 Short-term Convertible Notes

 The
short-term convertible notes consist of the following:

 Schedule of short-term convertible notes

 Interest rate

 Maturity Date

 Principal

 December 31, 2024

 Auctus Fund, LLC

 0.0

 %

 On
 Demand

 $

 70,000

 $

 —

 $

 70,000

 $

 70,000

 Joshua Bauman

 10.0

 %

 August
 9, 2024

 120,776

 13,068

 133,844

 121,766

 Series N convertible notes

 6.0

 %

 31, 2024 to December 31, 2025

 2,779,000

 990,401

 3,769,401

 4,228,161

 $

 2,969,776

 $

 1,003,469

 $

 3,973,245

 $

 4,419,927

 F- 18

 NOTES

 10.
 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.

March 2022, the Company paid $20,000 of principal on the convertible note, thereby reducing the principal outstanding to $80,000.

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 discussion with the lender on settling the
note.

 Joshua
Bauman

 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. The note was not automatically converted into shares of common stock upon
maturity and remains outstanding, although the note is in technical default, a default has not been declared and we are negotiating
with the note holder on amending the terms or repaying the note.

November 2023 and December 2023, the company repaid $29,224 and $4,597 in principal and interest, respectively. No repayments
were made during the year ended December 31, 2024.

 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 maturity dates of the Series N convertible notes were extended to December 31, 2024, with the exception of 5 series N convertible
notes issued to one investor with an aggregate principal outstanding of $1,273,000, which was extended to December 31, 2025. No consideration
was provided to the investors for the maturity date extensions.

 Between
April 30, 2024 and May 10, 2024, three series N convertible note holders, converted principal of $450,000 into Series R promissory notes
after the repayment of $151,475 of accrued interest.

the current year, the Company repaid $33,750 of accrued interest to certain Series N convertible note holders.

 F- 19

 NOTES

 11.
 Short-term Notes

 The short term notes consist of the following:

 Schedule of short-term notes

 Description

 Rate

 Maturity
 date

 Principal

 Accrued

 Unamortized
 debt
 discount

 December 31, 2024

 31, 2023

 LXR Biotech

 6.0

 %

 On Demand

 $

 92,522

 $

 31,787

 $

 —

 $

 124,309

 $

 129,184

 Mirage Realty

 10.0

 %

 March 15, 2024

 —

 —

 —

 —

 236,421

 6.0 to 18.0

 %

 November 15, 2024

 600,000

 13,500

 —

 613,500

 —

 Third Party

 12.0

 %

 On demand

 239,474

 12,425

 —

 251,899

 315,067

 Revolving line of credit

 60.0

 %

 May 1,2024

 —

 —

 —

 —

 —

 60.0

 %

 May 14, 2024

 —

 —

 —

 —

 —

 60.0

 %

 May 12, 2024

 —

 —

 —

 —

 —

 60.0

 %

 July 14, 2024

 —

 —

 —

 —

 —

 120.0

 %

 August 13, 2024

 101,000

 61,576

 —

 162,576

 —

 120.0

 %

 September 30, 2024

 181,000

 77,589

 —

 258,589

 —

 Series R Promissory notes

 7.5

 %

 March 31, 2025

 1,155,000

 38,447

 ( 29,197

)

 1,164,250

 —

 Total convertible notes payable

 $

 2,368,996

 $

 235,324

 $

 ( 29,197

)

 $

 2,575,123

 $

 680,672

 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.

 Mirage Realty, LLC

 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 earned 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.

 On May 13, 2024, the Company repaid principal
of $250,000 and accrued interest thereon of $15,000, thereby extinguishing the debt.

 On May 15, 2024, the Company, entered
into a senior secured promissory note in the aggregate principal amount of $600,000. The note earns interest at 6% per annum for the
first two months and 9% per annum for the following two months and 18% for the next two months. The note matured on November 15, 2024.
The proceeds of the note were used to acquire the minority stockholder interest in ATHI, refer note 5 above.

 On October 29, 2024, the maturity date
of the note was extended to January 2025 with interest accruing thereon at 18% per annum. On February 13, 2025, we received a further
extension on this note to May 15, 2025 with interest thereon remaining at 18% per annum.

 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.

 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). On August 1, 2024,
the Company repaid CDN$100,000 ($72,223) of which CDN$53,418 ($38,580) was allocated to principal and CDN$46,582 ($33,643) was allocated
to interest repayment.

 F- 20

 NOTES

 11.
 Short-term Notes (continued)

 Revolving line of credit

 On
February 1, 2024 Ethema Health Corporation, American Treatment Holdings Inc, and Evernia Health Center LLC entered into a secured revolving
line of credit agreement ("Agreement") with Testing 123, LLC. The draw under the is 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 and the default interest rate is 10% 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 months 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 be
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.

 Series
R senior secured promissory notes

 Between
April 15, 2024 and May 10, 2024, the Company entered into securities purchase agreements with accredited investors whereby the
Company issued 6 senior secured promissory notes with an aggregate issue price of $660,000 for gross proceeds of $600,000. The
promissory notes bear interest at 7.5% per annum, interest is payable quarterly at an increasing rate of 3%, 6%, 9% and 12% of
the principal outstanding. The notes mature on March 31, 2025.

 Between
May 2, 2024 and May 10, 2024, the company entered into exchange agreements with three investors, whereby the investors exchanged
three series N notes with a principal amount outstanding of $450,000 for senior secured Series R promissory notes with an aggregate issue
price of $495,000. The promissory notes bear interest at 7.5% per annum, interest is payable quarterly at an increasing rate of 3%, 6%,
9% and 12% of the principal outstanding. The notes mature on March 31, 2025.

 12.
 Promissory Note

 On May 15, 2024, the Company entered into
a Stock Purchase Agreement whereby it acquired the remaining 25% of ATHI representing 5,000,000 shares
from the minority stockholder for gross proceeds of $ 1,100,000.
The Company paid an initial deposit of $ 25,000 and
on closing an additional $ 600,000.
The Company issued a non-interest bearing promissory note for the remaining balance of $ 475,000,
which promissory note is repayable in instalments of $10,000 a
month on each monthly anniversary date of the agreement for months one to eight (eight instalments) and months ten through seventeen
(eight instalments), and payments of $157,500 on month nine and month eighteen, for a total of $475,000.

 Schedule of promissory note

 2024

 2023

 Promissory note issued

 $
 475,000

 $
 —

 Repayments

 ( 70,000
)

 —

 $
 405,000

 $
 —

 Disclosed as:

 Current portion

 $
 405,000

 $
 —

 13.
 Receivables funding

 June 2, 2023 Funding

 On June 2, 2023, the Company through its
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 was the previous minority stockholder in ATHI.

 The Company made weekly cash payments of $ 4,950 totaling
$ 198,000 by March 12, 2024, thereby extinguishing the debt.

 F- 21

 NOTES

 13.
 Receivables funding (continued)

 September 15, 2023 Funding

 On September 15, 2023, the Company, through
its 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 was obliged to pay $6,667 per week until the amount of $320,000 was paid in full.
The guarantor of the funding was the previous minority stockholder in ATHI.

 The Company made weekly cash payments of $ 6,667 totaling
$ 320,000 by August 10, 2024, thereby extinguishing the debt.

 May 30, 2024 Funding

 On May 30, 2024, the Company, through its subsidiary, Evernia
Health Center, LLC entered into a Receivables Sale Agreement with Fortunate Sons ("Fortunate"), whereby $ 375,000 of the
Receivables of Evernia were sold to Fortunate for gross proceeds of $ 300,000. The Company also incurred fees of $ 5,000, resulting in net
proceeds of $ 295,000. The Company is obliged to pay $ 10,750 per week commencing 4 weeks after the agreement was entered into until
the amount of $ 375,000 is paid in full.

 The proceeds of the receivables funding was used to acquire
the assets of Boca Cove Detox.

 The Company has repaid $ 118,250 and the balance outstanding
as of December 31, 2024 was $ 247,998, net of unamortized debt discount of $8,752.

 August 30, 2024 Funding

 On August 30, 2024, the Company, through its subsidiary, Evernia
Health Center, LLC entered into a Receivables Sale Agreement with Itria Ventures LLC ("Itria"), whereby $ 312,500 of the
Receivables of Evernia were sold to Itria, for gross proceeds of $ 150,000. The Company also incurred fees of $ 2,000, resulting in net
proceeds of $ 148,000. The Company is obliged to pay $ 4,808 per week until the amount of $ 187,500 is paid in full.

 The Company made weekly cash payments of $ 8,013 totaling
$ 136,218 and the balance outstanding as of December 31, 2024 was $ 153,877, net of unamortized debt discount of $ 22,405.

 October 9, 2024 Funding

 On October 9, 2024, the Company, through its subsidiary, Evernia
Health Center, LLC entered into a Receivables Sale Agreement with Itria Ventures LLC ("Itria"), whereby $ 187,500 of the
Receivables of Evernia were sold to Itria, for gross proceeds of $ 150,000. The Company also incurred fees of $ 2,000, resulting in net
proceeds of $ 148,000. The Company is obliged to pay $ 4,808 per week until the amount of $ 187,500 is paid in full.

 The Company made weekly cash payments of $ 4,808 totaling
$ 52,885 and the balance outstanding as of December 31, 2024 was $ 114,372, net of unamortized debt discount of $ 20,243.

 14.
 Government assistance loans

 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, 2024,
the balance outstanding, including interest thereon was $21,237.

 F- 22

 NOTES

 15.
 Related party payables

 Schedule of related party payable

 2024

 2023

 Related party payables

 $

 144,353

 $

 61,267

 Leon Developments Ltd.

 —

 1,092,701

 Eileen Greene

 488,965

 1,418,324

 Total related party payables

 $

 633,318

 $

 2,572,292

 Related party advance

 Eileen Greene

 Principal outstanding

 $

 285,000

 $

 —

 Repayments

 ( 11,539

)

 —

 273,461

 —

 Debt discount at inception

 ( 35,000

)

 —

 Amortization of debt discount

 26,505

 —

 ( 8,495

)

 —

 Total Related party advances

 $

 264,966

 $

 —

 Shawn
E. Leon

 At
December 31, 2024 and December 31, 2023, the Company had a payable to Shawn Leon of $ 144,353 and $ 61,267,
respectively. Mr. Leon is a director and CEO of the Company. The balances receivable and payable are non-interest bearing and have no
fixed repayment terms.

the years ended December 31, 2024 and 2023, Mr. Leon forfeited management fees due to him.

July 2024, the related party payable of $ 1,092,701 owing
to Leon Developments and $ 500,000 of the related party payable to Eileen Greene was assigned by the respective parties to Mr.
Leon.

 On
July 12, 2024, Mr. Leon converted $1,500,000 of the related party payable into 3,000,000,000 shares of common stock at a conversion price
of $0.0005 per share.

 On
September 27, 2024, Mr. Leon converted $6,000 of the related party payable into 600,000 shares of Series A Preferred stock at a conversion
price of $0.01 per share.

 Leon
Developments, Ltd.

 Leon
Developments is owned by Shawn Leon, the Company's CEO and director. As of December 31, 2024 and December 31, 2023, the Company
owed Leon Developments, Ltd., $ 0 and
$ 1,092,701,
respectively.

July 2024, the related party payable of $ 1,092,701 owing
to Leon Developments was assigned by Leon Developments to Mr. Leon.

 Eileen
Greene

July 2024, Ms. Greene assigned $500,000 of the Related party payable to her to Mr. Leon.

 On
July 12, 2024, Ms. Greene converted $500,000 of the related party payable into 1,000,000,000 shares of common stock at a conversion price
of $0.0005 per share.

 On
July 4, 2024, Ms. Greene advanced the Company $250,000 with an original issue discount of $35,000, totaling $285,000. The amount is being
repaid in instalments of $5,769 as and when the Company has the cash flow to make the payments, the loan is expected to be fully repaid
in June 2025 or earlier depending on cash flow.

 At
December 31, 2024, the Company owed Eileen Greene, the spouse of its CEO, Shawn Leon, related party payables of $ 488,965 and
related party advances of $ 264,966, net of unamortized debt discount of $ 8,495.

 At
December 31, 2023, The Company owed Eileen Greene, related party payables of $ 1,418,324.

 The
amounts owing to Ms. Greene are non-interest bearing and has no fixed repayment terms.

 F- 23

 NOTES

 15.
 Related
 party payables (continued)

 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.

 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 stockholding 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.

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

 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 7,729,053,805
and 3,729,053,805 shares of common stock at December 31, 2024 and December 31, 2023, respectively.

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

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

 b.

 Series A Preferred shares

 Authorized,
issued and outstanding

 The
Company has authorized 10,000,000 Series A preferred shares with a par value of $0.01 per share. The company
has issued and outstanding 4,765,000 and 4,000,000 Series A Preferred shares at December 31, 2024 and December 31,
2023, respectively.

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

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

 c.

 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 no issued and outstanding Series
B Preferred shares at December 31, 2024 and December 31, 2023.

 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.

 F- 24

 NOTES

 16.
 Stockholder's
 deficit (continued)

 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, 2024 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.

 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, 2023. 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:

 Schedule of assumptions

 Year
 ended

 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

 %

 F- 25

 NOTES

 16.
 Stockholder's
 deficit (continued)

 e.

 Warrants (continued)

 A
summary of the Company's warrant activity during the period from January 1, 2023 to December 31, 2024 is as follows:

 Schedule of
 warrant activity

 No. of shares

 Exercise price

 per share

 Weighted

 average exercise

 price

 Outstanding as of January
 1, 2023

 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

 $ 0.001 to
 $ 0.00205

 $

 0.0012840

 Granted

 –

 –

 –

 Forfeited/cancelled

 –

 –

 –

 Exercised

 –

 –

 –

 Outstanding as of December 31, 2024

 $ 0.001 to
 $ 0.00205

 $

 0.0012840

 The
following table summarizes information about warrants outstanding at December 31, 2024:

 Schedule of warrants outstanding

 Schedule of warrants outstanding

 Warrants
 outstanding

 Warrants exercisable

 Exercise price

 No. of shares

 Weighted
 average

 remaining
 years

 Weighted
 average

 exercise
 price

 No. of shares

 Weighted
 average

 exercise
 price

 $0.001

 745,810,761

 2.50

 $

 0.001000

 745,810,761

 $

 0.001000

 $0.002050

 276,565,659

 1.01

 0.002050

 276,565,659

 0.002050

 2.09

 $

 0.001284

 $

 0.001284

 All
of the warrants outstanding at December 31, 2024 are vested. The warrants outstanding at December 31, 2024 have an intrinsic value of
$0.

 17.
 Segment
 information

operates and manages its business as one reportable and operating segment, since the disposal of CCH on June 30, 2023, the Company
only provides rehabilitation services to customers, these services are provided to customers at its Evernia, Addiction Recovery
Institute of America facility.

 Prior to that
date, the Company had two reportable segments and also derived rental income from the property owned by its CCH subsidiary.

 The Company's
CODM reviews financial information presented and decides how to allocate resources based on net operating income (loss). Net income
(loss) is used for evaluating financial performance.

 Significant
segment expenses include Salaries and wages, rent expense, professional fees, management fees, food expenses, marketing and advertising
expenses, insurance expenses and depreciation and amortization expenses. Other operating expenses include all remaining costs
necessary to operate our business, which primarily include other administrative expenses. The following table presents the significant
segment expenses and other segment items regularly reviewed by our CODM:

 F- 26

 NOTES

 17.

 Segment
 information (continued)

 The
segment operating results of the one reportable segment for the year ended December 31, 2024 is disclosed as follows:

 Schedule
of segment information

 Year
 ended December 31, 2024

 In
 Patient Services

 $

 6,017,204

 Salaries and wages

 3,072,654

 Rent expense

 1,304,127

 Professional fees

 955,801

 Management fees

 —

 Food expenses

 308,660

 Marketing and advertising expenses

 371,229

 Insurance expenses

 146,357

 Depreciation and amortization expense

 466,952

 Other operating expenses

 724,553

 Operating loss

 ( 1,333,129

)

 Other (expense) income

 Other income

 110,000

 Other expense

 ( 1,160

)

 Interest income

 2,292

 Interest expense

 ( 565,343

)

 Amortization
 of debt discount

 ( 416,120

)

 Foreign exchange
 movements

 37,523

 Net (loss) before income taxes

 $

)

 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

 $

 180,522

 $

 5,164,454

 $

 5,344,976

 Salaries and wages

 —

 2,656,267

 2,656,267

 Rent expense

 —

 614,793

 614,793

 Professional fees

 —

 707,413

 707,413

 Management fees

 185,503

 182,500

 368,003

 Food expenses

 —

 260,921

 260,921

 Marketing and advertising expenses

 —

 142,462

 142,462

 Insurance expenses

 —

 150,478

 150,478

 Depreciation and amortization expense

 59,921

 438,998

 498,919

 Other operating expenses

 487,537

 487,640

 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

 —

 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

 F- 27

 NOTES

 18.
 Net
 (loss) income per common share

 For the year ended
December 31, 2024, the following warrants exercisable for shares and convertible securities convertible into a number of shares were
excluded from the computation of diluted net loss per share as the results would have been anti-dilutive.

 Schedule of diluted
 net loss per share

 2024

 Shares issuable upon exercise of warrants

 Shares issuable on
 conversion of convertible notes

 180,960,977

 1,203,337,397

 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

 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

 0.00

 Diluted earnings
 per share

 Net income per share
 available for common stockholders

 $
 1,328,058

 3,903,671,684

 $
 0.00

 F- 28

 NOTES

 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 10 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.

 20.
 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,
2023 and 2024.

 The
Company's operations are based in the US and currently enacted tax laws in the US are used in the calculation of income taxes.

 F- 29

 NOTES

 20.
 taxes (continued)

 Federal
Income Tax - United States

 On
December 22, 2017, the Tax Cuts and Jobs Act (the TCJA), which significantly modified U.S. corporate income tax law, was signed into
law by President Trump. The TCJA contains significant changes to corporate income taxes, including but not limited to the reduction
of the corporate income tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for
interest expense to 30% of earnings (except for certain small businesses), limitation of the deduction for net operating losses
to 80% of current year taxable income and generally eliminating net operating loss carrybacks, allowing net operating losses to
carryforward without expiration, one-time taxation of offshore earnings at reduced rates regardless of whether they are repatriated,
elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments
instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits (including
changes to the orphan drug tax credit and changes to the deductibility of research and experimental expenditures that will be effective
in the future). Notwithstanding the reduction in the corporate income tax rate, the overall impact of the new federal tax law is
uncertain, including to what extent various states will conform to the newly enacted federal tax law.

taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities
are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using
the currently enacted tax rates and laws. A full valuation allowance is provided for the amount of deferred tax assets that, based on
available evidence, are not expected to be realized. It is the Company's policy to classify interest and penalties on income taxes
as interest expense or penalties expense. As of December 31, 2024 and 2023, there have been no interest or penalties incurred on income
taxes.

 The
provision for income taxes consists of the following:

 Schedule of
 provision for income taxes

 Year
 ended
 2024

 Year
 ended
 2023

 Current

 Federal

 $
 —

 $
 174,511

 State

 —

 —

 Foreign

 —

 —

 Current, Total

 $
 —

 $
 174,511

 Deferred

 Federal

 $
 —

 $
 217,451

 State

 —

 —

 Foreign

 —

 —

 Deferred, Total

 $
 —

 $
 217,451

 Tax Benefit

 $
 —

 $
 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, 2024 and 2023 are as follows:

 Schedule of items
 causing deference

 Year
 ended December 31, 2024

 Year
 ended December 31, 2023

 Taxation credit (charge) at
 the federal and state statutory rate

 $
 454,847

 $
 ( 129,035
)

 State taxation

 79,277

 55,679

 Prior year over provision

 —

 174,511

 Permanent differences

 —

 ( 257,015
)

 Foreign tax rate differential

 —

 ( 181,036
)

 Prior year net operating loss true up

 —

 571,391

 Forfeiture of net operating loss on disposal
 of subsidiary

 —

 ( 178,608
)

 Valuation allowance

 ( 534,124
)

 336,075

 Net
 tax benefit (expense)

 $
 —

 $
 391,962

 F- 30

 NOTES

 20.
 taxes (continued)

 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, 2024 and 2023 are as follows:

 Schedule of components
 of deferred tax assets and liabilities

 31, 2024

 31, 2023

 $
 ( 121,881
)

 $
 ( 105,801
)

 Intangible assets

 221,352

 158,108

 Net operating losses

 6,620,694

 6,192,106

 Other

 83,365

 24,993

 Gross deferred income tax assets (liabilities)

 6,803,530

 6,269,406

 Valuation allowance

 ( 6,803,530
)

 ( 6,269,406
)

 Net
 deferred income tax assets (liabilities)

 $
 —

 $
 —

 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, 2024 increased by a total of $ 534,124.

 As
of December 31, 2024, the prior four 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, 2024, the Company had available for income tax purposes approximately $31.2 million in federal and $2.3 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 $23.1 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.

 21.
 Subsequent
 events

of Edgewater Recovery Centers, LLC

 As
previously disclosed, on October 22, 2024, ARIA Kentucky LLC (ARIA Kentucky"), a wholly owned subsidiary of the Company, Edgewater
Recovery Centers, LLC ("ERC") and John Elam (the "Seller"), entered into an Asset Purchase Agreement ("APA")
pursuant to which ARIA Kentucky agreed to acquire and ERC agreed to sell to ARIA Kentucky on the closing date (the "Acquisition")
, the addiction treatment operations owned by ERC and located in Morehead and Paducah, Kentucky through a purchase of the assets of ERC
(the "Acquired Assets"), including; all assets of ERC used in the business of ERC (except for certain specified assets),
including but not limited to all current assets existing at the time of closing, all cash balances and rights to receive cash, all equipment,
machinery, all warranties related to the business and acquired assets, all intangible personal property, intellectual property, all business
inventories, all property leases associated with the business, all assumed contracts, all governmental authorizations; and all information
and records, including patient records, as defined in the APA. Certain of the real property associated with the operations of ERC (the
"Real Property") is fully leveraged and requires credit and personal guarantees which the Company is unable to provide. The
entities owning the real property were acquired in a separate transaction by BH Properties Fund LLC ("BH Properties"), a
company controlled by Mr. Shawn Leon, the Company's CEO and therefore a related party. BH Properties through its acquired subsidiaries
then entered into lease agreements with ARIA Kentucky on an arms-length basis, at market related rates.

 On
January 9, 2025, ARIA Kentucky consummated the Acquisition of the Acquired Assets of ERC. Pursuant to the terms of the APA, at closing
ARIA Kentucky paid the Seller $250,000 and assumed certain liabilities related to the Acquired Assets, including trade payables and liabilities
under assumed contracts and certain specifically identified liabilities, including a settlement agreement with the United States government
and the State of Kentucky and certain obligations as a borrower or guarantor related to banking obligations.

 On
January 9, 2025, in. a separate transaction, BH Properties acquired ERC Investments, LLC ("ERCI"), New Journey LLC ("NJ")
and, JDE Properties, LLC ("JDE") which separately own certain Real Property on which ARIA Kentucky operates and which was
subsequently leased to ARIA Kentucky.

 F- 31

 NOTES

 21.
 Subsequent
 events (continued)

 Lease
agreements entered into by ARIA Kentucky.

 All
lease agreements are effective January 1, 2025:

 ERC
Investments LLC – Related Party, wholly owned by BH Properties

 Five
 year real property lease for property located at 425 Clinic Drive, Morehead, Kentucky, for
 an initial annual rental of $312,000, with annual escalations of 1.5% for a total lease obligation
 of $1,607,507.

 Five
 year real property lease for property located at 445 Clinic Drive, Morehead, Kentucky for
 an initial annual rental of $120,000, with annual escalations of 1.5% for a total lease obligation
 of $618,272.

 Five
 year real property lease for property located at 1111 US 60, Morehead, Kentucky for an initial annual rental of $480,000,
 with annual escalations of 1.5% for a total lease obligation of $2,473,088.

 New
Journey LLC– Related Party, wholly owned by BH Properties

 Five
 year real property lease for property located at 189 Edgewater Road, Morehead, Kentucky for
 an initial annual rental of $96,000, with annual escalations of 1.5% for a total lease obligation
 of $494,618.

 Five
 year real property lease for property located at 795 Cranston Road, Morehead, Kentucky, for
 an initial annual rental of $96,000, with annual escalations of 1.5% for a total lease obligation
 of $494,618.

 Five
 year real property lease for property located at 2180 US 60, Morehead, Kentucky for an initial
 annual rental of $36,000, with annual escalations of 1.5% for a total lease obligation of
 $185,482.

 Five
 year real property lease for property located at 721 White Street, Morehead, Kentucky for
 an initial annual rental of $30,000, with annual escalations of 1.5% for a total lease obligation
 of $154,568.

 JDE
Properties, LLC– Related Party, wholly owned by BH Properties

 Five
 year real property lease for property located at 166 Maple Drive, Morehead, Kentucky for
 an initial annual rental of $60,000, with annual escalations of 1.5% for a total lease obligation
 of $309,136.

 Five
 year real property lease for property located at 214 Jackson Drive, Morehead, Kentucky for
 an initial annual rental of $30,000, with annual escalations of 1.5% for a total lease obligation
 of $154,568.

 Five
 year real property lease for property located at 1135 Rodburn Hollow Drive, Morehead, Kentucky
 for an initial annual rental of $30,000, with annual escalations of 1.5% for a total lease
 obligation of $154,568.

 Trent
Developments LLC – Unrelated third party

 On
January 9, 2025, ARIA Kentucky executed a five year real property lease with Trent Developments for property located at 141, 141.5 and
143 East Main Street, Morehead, Kentucky for an initial annual rental of $138,000 per annum, escalating at 1.5% per annum after the second
year, for a total lease obligation of $702,545.

 MAT
Properties, LLC – Unrelated third party – assignment of lease

 On
January 9, 2025, ARIA Kentucky executed a three year real property assignment of lease agreement with ERC and MAT Properties for property
located at 154 S Owens Road, Morehead, Kentucky, for an initial annual rental of $180,000 per annum, with no escalations, for a total
lease obligation of $540,000.

 F- 32

 NOTES

 22.
 Subsequent
 events (continued)

 Amendment
to articles of incorporation

 In
terms of a resolution of the Company's board of directors proposing amendments to the articles of incorporation, on January 22,
2025, in term of a Definitive 14C information statement, the company obtained the written consent of the holders of a majority of voting
power of the outstanding common stock and a majority of the voting power of the outstanding Series A Preferred stock, to amend and restate
the articles of incorporation as follows:

 The
 number of authorized shares of preferred stock was increased from 10,400,000 shares of preferred
 stock, with a par value of $0.01 per share, designated as 10,000,000 Series A preferred stock,
 and 400,000 designated as Series B Preferred stock which are no longer outstanding or authorized
 to 30,000,000 shares of Preferred Stock.

 The
effect of the adoption of Authorized Increase is that the Board of Directors has the authority to issue shares of Preferred Stock in
one or more series, with such rights, preferences and designations, as it deems necessary or advisable without any additional action
by our stockholders, unless otherwise required by law or any quotation system or exchange upon which our securities are listed and trade.
With regard to such proposed blank check preferred stock, the Board of Director's authority to determine the terms of any such
shares of Preferred Stock would include, but not be limited to: (i) the designation of each class or series and the number of shares
that will constitute each such class or series; (ii) the dividend rate for each class or series; (iii) the price at which, and the terms
and conditions on which, the shares of each class or series may be redeemed, if such shares are redeemable; (iv) the terms and conditions,
if any, upon which shares of each class or series may be converted into shares of other classes or series of shares, or other securities;
and (v) the voting rights for each class or series.

 To
 effect a reverse stock split of the Company's issued and outstanding shares of common
 stock at a ratio between 1 for 1,000 and 1 for 5,000, with the ratio to be determined at
 the discretion of the board of directors, subject to the authority of the board of directors
 to abandon the reverse stock split amendment.

 The
Reverse Stock Split Amendment will have the effect of reducing the outstanding number of shares of Common Stock. If the Board of Directors
does not implement an approved Reverse Stock Split prior to the one-year anniversary of the date of approval of the stockholders of the
Reverse Stock Split, this vote will be of no further force and effect the Board of Directors will seek stockholder approval before implementing
any reverse stock split after that time. The Board of Directors may abandon the proposed amendment to effect the Reverse Stock Split
at any time prior to its effectiveness. Fractional shares will be paid in cash.

 Our
Common Stock is listed on the OTC Markets under the symbol "GRST" and will continue to be listed on the OTC Markets under
the same trading symbol following the Reverse Stock Split. New Shares will be fully paid and non-assessable. The New Shares will have
the same voting rights and rights to dividends and distributions and will be identical in all other respects to the Old Shares.

 To
 delete Article XIII, which required the vote or the consent of the holders of a majority
 of the outstanding shares of the Company to approve any action by the Company's stockholders.

 The
effect of the adoption of the Article XIII Amendment is that, instead of requiring the vote or concurrence of the holders of a majority
of the outstanding shares of the Company entitled to vote to approve any action by the Company's stockholders, the vote or concurrence
of the holders of a majority of the outstanding shares of the Company cast by the Company's stockholders at a duly called meeting
at which a quorum was present for the transaction of business shall be sufficient to approve any action by the Company's stockholders,

 Receivables
Funding

 January
6, 2025 Funding

 On January 6, 2025,
the Company, through its subsidiary, Evernia Health Center, LLC entered into a Receivables Sale Agreement with Itria Ventures, LLC ("Itria"),
whereby $307,500 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 $247,000. The Company is obliged to pay $7,885 per week until the amount of $307,500 is
paid in full.

13, 2025 Funding

 On February 13,
2025, the Company, through its subsidiary, Evernia Health Center, LLC entered into a Receivables Sale Agreement with CFG Merchant Solutions,
LLC ("CFG"), whereby $166,250 of the Receivables of Evernia were sold to CFG, for gross proceeds of $125,000. The Company
also incurred fees of $625 resulting in net proceeds of $124,375. The Company is obliged to pay $3,778 per week until the amount
of $166,250 is paid in full.

18, 2025 Funding

 On February 18,
2025, the Company, through its subsidiary, Evernia Health Center, LLC entered into a Receivables Sale Agreement with Purpletree Funding,
LLC ("Purpletree"), whereby $99,750 of the Receivables of Evernia were sold to Purpletree for gross proceeds of $75,000.
The Company also incurred fees of $750 resulting in net proceeds of $74,250. The Company is obliged to pay $3,563 per week until
the amount of $99,750 is paid in full.

 F- 33

 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, 2024. 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, 2024, 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.

 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, 2024,
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, 2024. 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, 2024 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.

 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

 Chief Executive Officer, Chief
 Financial Officer, President and Director

 Gerald T Miller

 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.

 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, 2024,
our officers and directors or 10% stockholders 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

 2024

 $

 20,000

 (1)

 $

 —

 $

 —

 $

 —

 $

 —

 $

 —

 $

 20,000

 2023

 $

 —

 $

 —

 $

 —

 $

 —

 $

 —

 $

 —

 $

 —

 (1)
 Represents
 a salary paid to Mr. Leon during the year ended December 31, 2024.

 Outstanding
Equity Awards at Fiscal Year End

 There
were no equity awards issued to executive officers during the fiscal year ended December 31, 2024 and there are no outstanding equity
awards to named officers as of December 31, 2024.

 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, 2024.

 Name

 Fees
 earned or paid in cash

 ($)

 Stock awards ($)

 Option awards ($)

 Non-Equity

 Plan Compensation ($)

 Non-Qualified
 Deferred Compensation Earnings

 ($)

 All Other Compensation ($)

 Total

 ($)

 —

 —

 —

 —

 —

 —

 —

 Gerald T Miller

 —

 —

 —

 —

 —

 —

 —

 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

 4,171,864,342

 (2)

 54.0

 %

 Gerald T. Miller

 500,000

 (3)

 *

 All officers and directors as a group (2 persons)

 4,172,364,342

 54.0

 %

 *
Less than 1%

 (1)

 Based on 7,726,283,805 shares of common stock
 outstanding as of May 21, 2025.

 (2)

 Includes 3,000,500,000 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, 1,008,677,042 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.

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

 Related
Party Transactions

 As
of December 31, 2024 and 2023, amounts payable to executive officers or their affiliates for related party payables, as
detailed in the below table:

 2024

 2023

 Related party payables

 $

 144,353

 $

 61,267

 Leon Developments Ltd.

 —

 1,092,701

 Eileen Greene

 488,965

 1,418,324

 Total related party payables

 $

 633,318

 $

 2,572,292

 Related party advance

 Eileen Greene

 Principal outstanding

 $

 285,000

 $

 —

 Repayments

 (11,539

)

 —

 273,461

 —

 Debt discount at inception

 (35,000

)

 —

 Amortization of debt discount

 26,505

 —

 (8,495

)

 —

 Total Related party advances

 $

 264,966

 $

 —

 Shawn
E. Leon

 At
December 31, 2024 and December 31, 2023, we had a payable to Shawn Leon of $144,353 and $61,267, respectively.
Mr. Leon is a director and CEO of our company. The balances receivable and payable are non-interest bearing and have no fixed
repayment terms.

July 2024, the related party payable of $1,092,701 owing to Leon Developments and $500,000 of the related party payable to Eileen
Greene was assigned by the respective parties to Mr. Leon.

 On
July 12, 2024, Mr. Leon converted $1,500,000 of the related party payable into 3,000,000,000 shares of common stock at a conversion price
of $0.0005 per share.

 On
September 27, 2024, Mr. Leon converted $6,000 of the related party payable into 600,000 shares of Series A Preferred stock at a conversion
price of $0.01 per share.

 Leon
Developments, Ltd.

 Leon
Developments is owned by Shawn Leon, the Company's CEO and director. As of December 31, 2024 and December 31, 2023, the Company
owed Leon Developments, Ltd., $0 and $1,092,701, respectively.

July 2024, the related party payable of $1,092,701 owing to Leon Developments was assigned by Leon Developments to Mr. Leon.

 Eileen
Greene

July 2024, Ms. Greene assigned $500,000 of the Related party payable to her to Mr. Leon.

 On
July 12, 2024, Ms. Greene converted $500,000 of the related party payable into 1,000,000,000 shares of common stock at a conversion
price of $0.0005 per share.

 On
July 4, 2024, Ms. Greene advanced us $250,000 with an original issue discount of $35,000, totaling $285,000. The amount is being
repaid in instalments of $5,769 as and when we have the cash flow to make the payments, the loan is expected to be fully repaid
in June 2025 or earlier depending on cash flow.

 At
December 31, 2024, we owed Eileen Greene, the spouse of its CEO, Shawn Leon, related party payables of $488,965 and related
party advances of $264,966, net of unamortized debt discount of $8,495.

 At
December 31, 2023, we owed Eileen Greene, related party payables of $1,418,324.

 The
amounts owing to Ms. Greene are non-interest bearing and has no fixed repayment terms.

 On
July 4, 2024, Ms. Greene advanced the Company $250,000 with an original issue discount of $35,000, totaling $285,000. The amount is being
repaid in instalments of $5,769 as and when the Company has the cash flow to make the payments, the loan is expected to be fully repaid
in the fiscal year 2025.

 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.

 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.

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

 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, 2024, 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.

 RBSM
LLP serves as our independent registered public accounting firm for the years ended December 31, 2024 and 2023.

 The
following is a summary of the fees paid by us to Daszkal Bolton LLP and RBSM LLP the years ended December 31, 2024 and 2023 for professional
services rendered:

 Year
 ended December
 31, 2024

 Year
 ended December
 31, 2023

 Audit fees
 and expenses

 $
 125,080

 $
 86,500

 Taxation preparation fees

 —

 —

 Audit related fees

 —

 —

 Other
 fees

 —

 —

 $
 125,080

 $
 86,500

 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 RBSM, LLP in connection with
statutory and regulatory filings or engagements in fiscal year ended December 31, 2024 and 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, 2024 and 2023, respectively.

 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, 2024

 1.

 Independent Auditor's Report

 2.

 Consolidated Balance Sheets as of December 31, 2024 and
 2023

 3.

 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

 4.

 Consolidated Statements of Changes in Stockholders'
 Deficit for the years ended December 31, 2024 and 2023

 5.

 Consolidated Statements of Cash Flows for the years ended
 December 31, 2024 and 2023

 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.

 (b)

 Exhibits

 Exhibit No.

 Description

 Form

 SEC

 File No.

 Date

 File 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)

 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)

 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)

 March
 29,

 2013

 X

 3.4

 Amended and Restated Bylaws of Greenestone
 Healthcare Corporation

 March
 29,

 2013

 X

 3.5

 Articles of Amendment to the Articles of Incorporation re: Name Change

 April
 10,

 2017

 X

 3.6

 First amendment to Amended and Restated Bylaws

 April
 10,

 2017

 X

 4.1

 Form of Series L Convertible Note and Warrant Agreement

 42740

 X

 4.2

 Form of LABRYS LP Convertible Note Agreement

 2,

 2017

 X

 10.1

 Stock Purchase Agreement I

 March 29, 2013

 X

 10.2

 Form of Warrant I

 December 30, 2013

 X

 10.3

 Form of Warrant II

 December 30, 2013

 X

 10.4

 Stock Purchase Agreement II

 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

 December 23, 2014

 X

 10.6

 Collateral Note, Dated December 16, 2014

 December 23, 2014

 X

 10.7

 Seastone of Delray Asset Purchase Agreement, Management
 Services Agreement and Commercial Real Estate Contract

 May
 23,

 2016

 X

 10.8

 Stock Purchase Agreement re: Cranberry Cove Holdings
 Ltd.

 17,

 2017

 X

 Exhibit No.

 Description

 Form

 SEC

 File No.

 Date

 Filed Herewith

 Filed by Reference

 10.9

 Asset Purchase Agreement re: Sale of Muskoka Clinic

 17,

 2017

 X

 10.10

 Lease of Muskoka Clinic

 2017

 X

 16.1

 Letter from Jarvis Ryan Associates, LLP

 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

 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

 X

 101.SCH

 X

 101.CAL

 X

 101.DEF

 X

 101.LAB

 X

 101.PRE

 X

 Cover Page Interactive Data File (embedded within the

 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 23,
2025

 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 23, 2025

 Shawn Leon

 Chief Financial Officer (Principal Financial

 Officer), President and Director

 /s/ Gerald T. Miller

 Director

 May 23, 2025

 Gerald T. Miller