Bubae
1 day ago
I know most don't believe this but what is going on right now may be the last opportunity to bail at these prices. Looks like they are working the plan that Shawn Leon laid out in January. The people behind this appear to be high net worth individuals who have been able to orchestrate the highly promoted June walkup. I believe they will try to support price before the split and provide potential liquidity for the few who can take advantage of it.
Who are these individuals? Shawn Leon talks about them starting at 12:40 into the January podcast and displays a list of the business advisory board. He refers to these people as debt holders with one on the list being his spouse, Eileen Greene. These people appear to be amongst those who hold the series "N" notes totaling $4,276,463 as of March 31st. These notes had been in default and now have a new maturity date of December 31st. At 23:40 the CEO stars talking about friendly debt being the related party debt owed to the Leons and the balance of those notes in the chart on page 16 of the Q1 filing totaling $4,471,232. Listen closely, he is referring to $4.4 million in convertible notes, and not just the $4.2 million in series "D" notes. Take the $4.4 million and the $2,660,190 on page 19 of the Q1 filing in related party debt we get a total of $7,131,422 as of March 31st. Now add in the latest revelation in the last 8K that now, suddenly, Shawn Leon was also due $420K in accrued management fees. 🙄 Total now, $7,551,422.
Now as of the last 8K filed on July 12th the Leons awarded themselves the $420K in management fees and converted that some related party debt into four billion shares of common stock at $0.0005 a share securing 52% of the voting stock of the company. That converted $2 million of the "friendly debt" leaving roughly $5.5 million. July 18th podcast at about 12:00 in Shawn Leon starts talking about the new preferred shares that are planed. look closely at the last line item on slide and see "conversion value to be negotiated". I think maybe we can see where the balance of the friendly debt may be headed. Six month to maturity for these shares and it sure like a good exit strategy over time for those who once had little hope of recovering their losing investment in Ethema Health.
Couple all of this with the massive reverse split that Shawn Leon talks about to support the NYSE up-list narrative and we now have a new share structure that is mostly held by those who once held hopeless debt who may be able to convert under good circumstances. Shawn Leon also talks about the offering he plans for the post split share structure. But this will be what Shawn Leons often refers to as "accretive" for current shareholders. Cling to that term if you can. 😆 The big gamble is if retail will buy in after the consolidation. It is pretty clear to me what is going on with this expensive business model but who knows.
Shawn Leon January podcast
Shawn Leon July 18th podcast
Bubae
3 days ago
The Leons just acquired voting control with 52% ownership with this debt to equity conversion detailed in the last 8K. They can make the decision on their own now to split the stock and to determine the ration now from what I see. Here is a problem from my view point. In the 8K they decided to make a book entry on July 10th that Shawn Leon was due accrued management fees of $420,000 which was then converted into Ethema Health (GRST) stock that being 820 million shares. Now entries in the filings that I have posted below beginning in 2020 "...Mr. Leon is entitled to management fees of $240,000 per annum, the fee is not accrued and will not be paid in arears.". Go to the subsequent years from 2019 to the present that has consistently stated that Shawn Leon "...forfeited the management fees due to him..." The word "forfeit" has a definitive legal meaning. Now go ahead and vote your split but I have a question for the SEC about the validity of their ownership and voting rights claim. Ethema Health is owned by the shareholders not a play toy for the Leons to cover their past bad decisions.
Form 8K
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000792935/000190359624000411/grst_8k.htm
The former owner partner had been paid management fees of 420,000 from 2021 to the end of 2023 which is the same amount that the CEO was entitled to but deferred. That amount was recorded in the books of the Company on July 10, 2024 and converted to stock on July 12,
For the fiscal year ended: December 31, 2020
https://www.sec.gov/Archives/edgar/data/792935/000172186821000220/f2sgrst10k041221.htm
Page F-29
17. Related party transactions
Shawn E. Leon
Due to the current financial position of the Group, Mr. Leon forfeited the management fees due to him for the years ended December 31, 2020 and 2019.
For the quarterly period ended September 30, 2020
https://www.sec.gov/Archives/edgar/data/792935/000172186820000540/f2sgrst10q111520.htm
12. Related party transactions
Page 23
Shawn E. Leon
Mr. Leon was paid management fees of $0 for the nine months ended September 30, 2020 and 2019. Mr. Leon is entitled to management fees of $240,000 per annum, the fee is not accrued and will not be paid in arears.
Q3 2021 filing
https://sec.report/Document/0001721868-21-000835/
18. Related party transactions
Shawn E. Leon
Management fees from prior periods due to Mr. Leon amounting to $259,175, related to Mr. Leon and reflected as a payable to Mr. Leon were reversed during the current period Due to the current financial position of the Group, Mr. Leon forfeited the management fees due to him for the three and nine months ended September 30, 2021 and for the year ended December 31, 2020.
For the fiscal year ended: December 31, 2021
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000792935/000190359622000192/sfs10kgrst033022.htm
Related Party Transactions
Shawn E. Leon
Management fees from prior periods due to Mr. Leon amounting to $259,707, reflected as a payable to Mr. Leon were reversed during the current period.
Due to the current financial position of the Group, Mr. Leon forfeited the management fees due to him for the years ended December 31, 2021 and 2020.
For the fiscal year ended: December 31, 2022
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000792935/000190359623000263/grst_10k.htm
Page F-26
18. Related party transactions
Shawn E. Leon
Due to the current financial position of the Group, Mr. Leon forfeited the management fees due to him for the year ended December 31, 2022 and the year ended December 31, 2021
For the fiscal year ended: December 31, 2023
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000792935/000190359624000279/grst_10k.htm
.Page F-22
15. Related party payables
Due to the current financial position of the Group, Mr. Leon forfeited the management fees due to him for the years ended December 31, 2023 and 2022.
pual
3 days ago
On my part I haven't work all all the required calculations but if Leon wants to keep control he obviously had to readyconvert his debt to common stock (4,000,000,000 shares) to be added to the altready 4,000,000,000 or so issued shares ... Leaving only 2,000,000,000 free authorized shares.
if so, the stock consolidation project one must look at would imply quite an operation to make shares worth $3.
There must be sometning I do not get or, we are deep ion the BS world!
Bubae
3 days ago
Yes, everyone should watch the podcast. 😆 Ethema Health is essentially taking over the management of the Kentucky properties and the owners appear to be financing. So these operations are likely losers but the advantage Shawn Leon and Ethema Health has is the ability to backstop losses with Ethema Health fund raising through share sales. Ethema Health (GRST) has always been the losing financier of operations that are held by American Treatment Holdings, Inc (ATHI) who has a share structure of its own. Debt is secured by the clean operations and it works as long as Ethema Helath (GRST) retail steps up and funds the scheme.
Go to 11:20 into the podcast where Shawn Leon starts talking about the use of proceeds from the offering. We see $500K to support the operations at Boca and another $1 million to support the operations in Kentucky. He goes on to talk about the new convertible preferred shares that he claims he will be selling to investors. I do not see any real investors buying preferred shares of this scheme and they never have before. What I see is that new bucket of preferred shares is to convert the balance of the $7+ million of so called "friendly" debt Shawn Leon talked about back in the January podcast. That video link and commentary is in post# 50563 linked below.
Time line? He has a nasty note as part of the bridge loans coming due on November 15th that if it goes into default they holder is entitled to convert the $600K into 25% of shares held by American Treatment Holdings, Inc (ATHI). Unless this is more friendly debt, this one could break it off in Shawn Leon's... SO, he has a lot to do in the interim. Stock consolidation to support the minimum up-list, Shawn's words, $3. If you want to meet the minimum while converting an offering you will need to be much higher. The offering will need to be amended no matter because of the activity of the past year and with what Shawn Leon says in this podcast that the offering price is going higher. Then he needs to convert that offering which means he must convince subscribers that they can effectively dump that on retail at a meaningful level. The ability to con retail into buying is is key and the purpose of this hasty acquisition and promotional activity. You have a hard time convincing retail to buy into a debt story so Shawn is desperately trying to make it a growth story. Will it work? This is fun to watch!
Bubae
Re: None
Sunday, July 14, 2024 4:19:03 PM
Post# 50563 of 50638
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=174752074&txt2find=January%2Bpodcast
If you take $2,660,190 in related party [payables to the Leons, page 19 of the Q1 2024 filings. the $4,276,463 in series "N" notes with their new maturity date of December 31st, plus the $420,000 management fees that Shawn Leon is now claiming after saying they were forfeited in each filing for years. We get a total of $7,356,653.
Shawn Leon July 18 podcast
Bubae
4 days ago
New podcast that everyone who is interested in this should pay attention to. Right out of the gate the presenter introduces Ethema Health as trading on the OTCQB market. Ethema Health (GRST) does not have a QB tier listing so that is absolutely false. About 1:30 into the podcast Shawn Leon says we're cash flow positive. Now maybe the Evernia treatment center held by American Treatment Holdings, Inc (AHTI) is cash positive but that is because Ethema Health (GRST) takes on all the debt and liabilities leaving the treatment center and its stakeholders clean. Q1 YOY year number for Ethema Health are below and they are not cash flow positive.
about 2.35 into the segment Shawn Leon claims as part of fund raising they did convert $2 million in debt to equity and now are going to raise $3 million instead of five million because the Kentucky plan was done with full financing. So converting $2 million of the Leon's debt to stock more than doubling the share count can't be considered fund raising since it doesn't bring any new funds into the company. What it does is suddenly give the Leons about 52% ownership of the OS.
9:50 starts talking about debt reduction look under December 31st 2023 we have $2,572,000 in related debt $2 million converted to debt as of a week ago. Why slowly decreasing the debt down to where they will qualify for the NYSE. Minimum $3 will be needed through a reverse split. Talks about related party debt but not the additional debt taken on that I talk about in post# 50341 with links to the information. So there is what Shawn says is a $3 minimum again needed for the NYSE and the reverse split. I don't see this NYSE up-list narrative as serious given their numbers but if it were serious they would need a much higher post split number than $3 if they are also to convert some of the offering.
At 11:00 in to the segment Shawn Leon starts talking about the current offering and the creation of a new series of convertible preferred shares. He says We have no convertible, we have no variable rate debt, then admits finally that they do have this small note that um.... Reality is as of March 31st they have a $124K Bauman note balance with an automatic conversion feature dated August 9th that Shawn Leon now claims will be settled without conversion. Shawn Leon says that he is creating a new series of convertible preferred shares. My guess is that this is where the balance of the more than $7 million in so called "friendly" debt that Shawn talked about in previous podcasts debt will be converted into. With that done Ethema Healh will no longer be sitting on bad debt owed to the Leons and the series "N" note holders buy rather they become stakeholders of the newly resurrected Ethema Health after a very healthy stock consolidation that will never affect the preferred shares. Life is good if you are in charge and can take care of your friends. 😆
24:30 talks about the current offering at $0.0012 and plans to get that price up and plans to not to raise any equity at prices lower going forward. I knew an amended offering would need to be done since the business has changed so much since the regulation "A" offering was last qualified in November 2023. What he is saying is that the number will be going up along with the stock consolidation. You can bet that the new price will be well blow the eventual trading price post split. That is how a reg A offering works folks. Those shares are exempt from registration and are immediately free trading. I would look for a stock consolidation before he drops the amended offering then massive new dilution post split to r5aise the badly needed funds.
Bottom line is that Shawn Leon is working the plan he laid out in the January podcast and current shareholders are about to get crushed from what I see. You have already been crushed by the more than 100% dilution and you apparently just don't realize it yet. If Shawn Leon isn't able to peak retail trading interest in this he is done. In the end it will be retail losses that will pay for badly needed cash flow supplement to support this very expensive business model.
Bubae
Re: None
Tuesday, July 02, 2024 9:04:04 PM
Post# 50341 of 50635
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=174697005
For the quarterly period ended March 31, 2024
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000792935/000190359624000371/grst_10q.htm
Revenues
Revenues were $1,300,100 and $1,300,046 for the three months ended March 31, 2024 and 2023, respectively, an increase of $54 or 0%.
Operating Expenses
Operating expenses were $1,529,175 and $1,225,020 for the three months ended March 31, 2024 and 2023, respectively, an increase of $304,155 or 24.2%. The increase is primarily due to the following:
Abbreviated list
Rent expense was $265,132 and $114,564 for the three months ended March 31, 2024 and 2023, respectively, an increase of $150,568 or 131.4%.The increase is primarily due to an increase in rental which arose on the acquisition of the building from our landlord and the immediate disposal of the building to a third party on August 4, 2023,...
Salaries and wages were $727,741 and $592,036 for the three months ended March 31, 2024 and 2023, respectively, an increase of $135,678 or 22.9%. The increase is due the increase in staff headcount during the current year.
Operating loss (income)
The operating loss was $(229,074) and operating income was $75,026 for the three months ended March 31, 2024 and 2023, respectively, an increase in loss of $304,100 or 405.3%.
Net loss
Net loss was $374,203 and $175,717 for the three months ended March 31, 2024 and 2023, respectively, an increase of $198,486 or 113.0%
pual
5 days ago
Let'sthink somewhat positive and assume that Leon does get to 10,000,000,000 A/S as O/S and in the process he does significantly reduces the (friendly or not) debt.
Not only imagining the worst negative (as you so love to do), considering that Leon would reduced debt significantly and the annual revenue of $6,000,000 would become the base to grow from, one could assume that a market value of the less endebted company could justify, let's say a multiplier of 10 times revenue or $ 60,000,000. That would mean a PPS of $ 0,006 (that's 10 time current pps or so).
Could that be? I do not know ... but honestly, what's the difference between that positive scenario and those negative ones you keep creating, not knowing more than any of us?
As you say, you keep quoting official fillings (historic facts) but what do you really know relative to what Leon plans to do or not (future developments)?
I may be full of it and so may you but we both do not know what Leon really tries to do. I have the honesty to admit it ,,,me!
That's why I keep saying you may make the right GUESS (50%) or not (50%). Let the wheel spin ...
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