Bubae
20 hours ago
Do you still hold more than 100,000 shares averaged to $0.0009 of this? Now that the Leon's more than doubled the share count for their voting control, do you realize how big the split must be to move the price to the level of any chance of the senior market up-list that Shawn Leon just announced? How far will it fall when the spit is announced increasing the size of the split needed? The split is for further dilution to raise the badly needed cash with the offering. Isn't the real joke on current and future shareholders. 🤣
declaes
Re: A deleted message
Friday, July 05, 2024 2:03:32 PM
Post# 50390 of 51419
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=174708577
Holding the bag??? Yes 116,000,000 shares at 0.0009. Still better than your 30,000 $OMID shares at 0.05 😂. You are a FOOL man.
Bubae
Re: sylvia07 post# 51307
Monday, October 14, 2024 10:48:34 AM
Post# 51308 of 51419
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175225972&txt2find=management%2Bfees
Lets break down what you call Shawn Leon' "good money" Looks like the Leons needed to acquire more than 50% of Ethema Health for voting control because they need to make some moves here to protect what they call "friendly debt" held by themselves and these series "N" and now "R" note holders. So Shawn Leon takes the debt owed to him and Leon Developments by the company and writes himself a Regulation "D" offering for $1.5 million. Where did this debt owed to Shawn Leon come from? He is claiming the $420K is accrued management fees citing an agreement with Addiction Recovery of America (ARIA) which Shawn Leon took for himself in December 2022 for $0. In the 2023 deal to hand over Cranberry Cove, the holding company for the Canadian to Leonite for debt owed Shawn Leon was awarded "approximately $185,503" in so called accrued management fees. That is $605,503 in management fees. Yet what we see owed to Leon Developments jumped $242K from the end of 2022 to the end of Q2 2023. The balance of the debt owed to Leon Development comes from the sale of assets to Ethema Health by Leon Developments back in 2017.
Ethema Engages National Law Firm, Blank Rome, to Shepherd Up-Listing Process
November 07, 2024 10:27 ET | Source: Ethema Health Corporation
https://www.globenewswire.com/news-release/2024/11/07/2976872/0/en/Ethema-Engages-National-Law-Firm-Blank-Rome-to-Shepherd-Up-Listing-Process.html
WEST PALM BEACH, Fla., Nov. 07, 2024 (GLOBE NEWSWIRE) -- Ethema Health Corporation (OTCPINK: GRST) (“Ethema” “GRST” or the “Company”) has retained respected national law firm Blank Rome LLP to manage the Company’s process to up-list the Company’s common stock from the over-the-counter (OTC) market to a major exchange. The Company is targeting Q2 2025 to complete this process.
We have previously announced that our goal is to reach 3,000 beds by the end of 2026 and I believe that raising the capital required to reach that goal requires a Nasdaq or New York Stock Exchange listed stock. We are confident that working with such a highly regarded firm like Blank Rome will help achieve our goals.”
Bubae
2 days ago
As usual you just blurt out whatever is in your head and post it as fact. 🙄 Post #51399 for some facts behind this Kentucky deal. Exhibit 10.01 linked below shows that the management agreement until this deal closes includes the provision that the manager, presumably Ethema Health, is responsible for all of the costs to include funding any losses. Shawn Leon boasts about more beds and revenue but what we get is more expenses driving the borrowing to cover the cash burn. Hey!, this little stinky pink struggling to hold onto $0.0007 is going to get up-listed to the Nasdaq or NYSE! right? The Q3 filing will be will be a riot. As Paul Harvey would say, and now, the rest of the story. 😆
Bubae
Re: None
Monday, November 04, 2024 12:23:45 PM
Post# 51399 of 51415 https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175330189
Reading over the last 8K has me asking what did Shawn Leon really acquire to buy on Ethema Health's behalf other than liabilities and how does he intend to fund the new operations. The purchase price in last weeks 8K was reported to be $250K and the assumption of liabilities. The July 8K reporting the letter of intent shows the $250K as payment "...to be directed towards payment of legal fees and brokerage fees" The July press release is boasting more than 400 beds. So what did Shawn Leon acquire for what looks like the assumption of liabilities? I don't see the language for the $2.6 million deal described in the July 8K anymore. Is the language for the $2.6 million special financing described in the July 8K describing Shawn Leons property purchase side deal?
Exhibit 10.01 Letter of Intent July 8, 2024
https://www.otcmarkets.com/filing/html?id=17679613&guid=7_Y-kHt-e8Ybh3h#ex10_1_htm
5. Compensation
(d) It is understood that the manager shall be responsible for all of the costs of the operation of the Practice during the term of this Agreement, including the funding of any losses.
Ethema signs binding asset purchase agreement for all of the business assets of Edgewater Recovery Center LLC
NEWS PROVIDED BY Ethema Health Corporation Oct 22, 2024, 14:43 ET
https://www.prnewswire.com/news-releases/ethema-signs-binding-asset-purchase-agreement-for-all-of-the-business-assets-of-edgewater-recovery-center-llc-302283593.html
ERC has been managed by the Company since July 15, 2024 and will continue to be managed until such time as the newly created, wholly owned subsidiary of the Company, ARIA Kentucky, LLC ("ARIA Kentucky") is fully licensed, accredited and contracted with the managed care organizations, whereupon the operations of ERC will cease. ERC will continue to generate revenues from servicing clients during the transition period. The existing interim management of ERC will be continued by ARIA Kentucky and all operations will be conducted under the Addiction Recovery Institute of America ("ARIA") Brand.
Bubae
4 days ago
Blackstar isn't paying down any debt with cash. Operating income swung from $107,172 for the first six months of 2023 to an operating loss of $506,585 for the first six months of 2024. Ethema Health practices the equivalent of what I call a debt Ponzi scheme. They acquire new debt to pay old debt and have been doing this for years. The effort to promote for the SEC qualified regulation "A" offering that began at the beginning of June failed...Again. So next comes the typical up-list narrative to support a split so they can raise some badly needed cash.
They are talking about Nasdaq, NYSE up-list which of course means a very large split. The split may serve the offering but I'm thinking that they will need a second to support the up-list. Shawn Leon is trying to sell this as a growth story, all I see is more debt and new acquisitions that need funded. The regulation "A" offering was filed more than two years ago now. The May 2024 press release stated that they would either amend the regulation "A" offering or withdraw it by the end of June. Neither happened. They have a big note with nasty terms maturing next week. We will see what new borrowing they did in Q3 to cover the expiring debt and the increased cash burn that likely came with the acquisitions.
Ethema Acquires 25% Minority Stake in ARIA Subsidiary
NewMediaWire
Fri, May 17, 2024
https://finance.yahoo.com/news/ethema-acquires-25-minority-stake-134910442.html
Once the Boca Raton location acquisition is complete, the Company will focus on the plan to raise $5,000,000 in equity financing in order to pay off the bridge loans and provide further growth capital. These steps were all presented to potential investors over the last three months. The Company's $5,000,000 Reg A+ offering has not been successful to date and the offering will be withdrawn or amended by the end of June....
...The Company will be seeking an up-listing to a senior exchange in conjunction with the equity raise.
For the quarterly period ended March 31, 2024
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000792935/000190359624000371/grst_10q.htm
Page 24
Senior secured promissory note
On May 15, 2024, the Company, together with its subsidiaries, Evernia Health Center, LLC, American Treatment Holdings Inc, and Shawn Leon, entered into a Senior Secured Promissory Note (“Senior Note”)with an accredited investor for gross proceeds of $600,000, maturing on November 15, 2024 and bearing interest at 6% per annum for the first two months, 9% per annum for the following two months and 18% per annum for the last two months. The note also provides for default interest at a maximum of 24% per month, subject to the Usury Act. The Senior Note is senior to all other indebtedness including the promissory note issued to Q Global Trust, LLC (“Q Global”), except for allowed payments in terms of the Q Global agreement, as described below. The Senior Note, upon an event of default, may be converted into shares of ATHI at the rate of 1% of ATHI for each $24,000 of indebtedness, capped at $633,000. The proceeds from this note were used as the down payment for the acquisition of the remaining 25% of ATHI held by the minority shareholder.
For the quarterly period ended June 30, 2024
https://www.otcmarkets.com/filing/html?id=17772067&guid=lSL-kKevTC7-B3h
Page 29 - 31
For the six months ended June 30, 2024 and June 30, 2023.
Revenues
Revenues were $2,790,200 and $2,866,005 for the six months ended June 30, 2024 and 2023, respectively, a decrease of $75,805 or 2.6%.
Operating (loss) income
The operating loss was $(506,585) and the operating income was $107,172 for the six months ended June 30, 2024 and 2023, respectively, an increase of $613,757 or 572.7%.
Net loss
Net loss was $(839,478) and $(407,872) for the six months ended June 30, 2024 and 2023, respectively, an increase of $431,606 or 105.8%.
Bubae
1 week ago
Reading over the last 8K has me asking what did Shawn Leon really acquire to buy on Ethema Health's behalf other than liabilities and how does he intend to fund the new operations. The purchase price in last weeks 8K was reported to be $250K and the assumption of liabilities. The July 8K reporting the letter of intent shows the $250K as payment "...to be directed towards payment of legal fees and brokerage fees" The July press release is boasting more than 400 beds. So what did Shawn Leon acquire for what looks like the assumption of liabilities? I don't see the language for the $2.6 million deal described in the July 8K anymore. Is the language for the $2.6 million special financing described in the July 8K describing Shawn Leons property purchase side deal?
Form 8K filed October 29, 2024
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000792935/000190359624000626/grst_8k.htm
Edgewater Recovery Centers, LLC
On October 22, 2024, ARIA Kentucky, LLC (“ARIA Kentucky”), a wholly owned subsidiary of Ethema Heath Corporation (the “Company”) and Edgewater Recovery Center LLC (“ECI”) and its sole member John David Elam (the “Seller”), entered into an Asset Purchase Agreement (the “APA”) pursuant to which ARIA Kentucky agreed to acquire and ECI agreed to sell to ARIA Kentucky,...
Certain of the Real Property associated with the operations of ERI are fully levered and requires credit and personal guarantees which the Company is unable to provide. This Real Property is to be acquired in a separate transaction by a fund, BH Properties Fund, LLC (“BH Properties”) controlled by the CEO of the Company, Shawn Leon, a related party, and will be leased to ARIA Kentucky on an arms-length basis, at market related rates. Other properties used by ECI which are owned by separate entities owned by the sole member of the Seller will also be acquired by BH Properties in separate transactions.
ARIA Kentucky will pay a cash purchase consideration of $250,000 to the Seller and has agreed to assume certain liabilities related to the Acquired Assets...
Exhibit 10.01
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000792935/000190359624000626/grst_8k.htm
Page 4(a) Purchase price being $250K "cash payment" and assumed liabilities, collectively, the "Purchase Price"
Page 15 line item (u) references a Schedule 4(u) for number of beds but the document isn't available.
Form 8K filed July 12, 2024
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000792935/000190359624000411/grst_8k.htm
The purchase for the Business will include cash, accounts receivable and all assets of the business. The assumed liabilities will only be accounts payable for expenses of the Business from The Effective Date forward. All other liabilities other than debts to the Lenders, The Justice Department and the Seller will not be assumed. The purchase price for the Business will be $250,000.00 to be directed towards payment of legal fees and brokerage fees.
...other than mortgage and loans against those properties, will be $2,600,000 paid by the issuance of a 6% interest Seller Note in the principal amount of $2,600,000 amortized over 25 years with a term of 7 years collateralized behind the existing mortgages on the ERC properties.
Ethema signs LOI to purchase Edgewater Recovery Center LLC
News provided by Ethema Health Corporation Jul 12, 2024, 17:19 ET
Along with the signing of the LOI, the Company signed a management agreement with ERC to take over management of ERC effective Monday, July 15, 2024.
Altogether, ERC has about 440 licensed beds across all of its locations and has another 66 beds available to come on-line in Paducah in Calendar 2024.
Bubae
2 weeks ago
The Leons didn't get their shares the way you all did. Shawn Leon wrote himself and his wife a an offering at $0.0005 for their shares which was planned a year ago with the exemption for themselves written into the Renegotiated Leonite warrant. Details with links for all that is in post# 51308. So the Boca and Evernia treatment centers are held by American Treatment Holdings, Inc, (ATHI) with a share structure of its own which is leveraged to the hilt to secure the new debt because Ethema Health's credit is nil. now the new deal for the Kentucky operations was structured under a new entity called "ARIA Kentucky, LLC". Ethema Health can't own anything directly because is is debt ladened trash whose shares are worthless in terms of converting debt or attracting capital. Debt holders want nothing to do with Ethema Health, they will peel away the sheltered assets if they aren't paid. Like the way Shawn Leon is continuing to build that ARIA brand that he owns?
FORM 8K filed October 29, 2024
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000792935/000190359624000626/grst_8k.htm
Edgewater Recovery Centers, LLC
On October 22, 2024, ARIA Kentucky, LLC (“ARIA Kentucky”), a wholly owned subsidiary of Ethema Heath Corporation (the “Company”) and Edgewater Recovery Center LLC (“ECI”) and its sole member John David Elam (the “Seller”), entered into an Asset Purchase Agreement (the “APA”) pursuant to which ARIA Kentucky agreed to acquire and ECI agreed to sell to ARIA Kentucky, on the closing date, the addiction treatment operations owned by ECI and located in Morehead and Paducah, Kentucky through a purchase of the assets of ECI (the “Acquired Assets”) , including; all assets of ECI used in the business of ECI (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;
Bubae
Re: sylvia07 post# 51307
Monday, October 14, 2024 10:48:34 AM
Post# 51308 of 51393
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175225972&txt2find=warrant%2B%20management
Lets break down what you call Shawn Leon' "good money" Looks like the Leons needed to acquire more than 50% of Ethema Health for voting control because they need to make some moves here to protect what they call "friendly debt" held by themselves and these series "N" and now "R" note holders.
Bubae
Re: pual post# 51366
Wednesday, October 23, 2024 2:18:08 PM
Post# 51369 of 51393
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175277019&txt2find=ARIA%2Bbrand
You Chose Paul. I see a Chief Executive Officer, Chief Financial Officer, President, and Director of Ethema Health Corporation (Shawn Leon) who increasingly cares little about what common shareholders think. You have to be pretty bold after years of shareholder losses here to take the Addiction Recovery Institute of America ("ARIA") subsidiary for your own, paying $0, and then continue to develop the brand at their expense. He even refers to it as a brand in the latest press release. I can post a series of items like this to support you "crooked imbecile" inference. The September 1st post below fleshes out the subject with links to the information.
Bubae
3 weeks ago
With the full court press promotions since June you would have thought Shawn Leon gave you all more to use than an copy and paste complaint. Looks like Shawn Leon identified an opportunity for himself and the real investors with the acquisition of the property. How nice it is to be both landlord, manager and tenant. Pretty much a guaranteed investment don't you think? Looks like Shawn Leon had no trouble finding investors for that deal. 😆Unlike the deal described in the August 7th press release it looks like Shawn Leon has created yet another potential revenue stream for himself.
Ethema signs binding asset purchase agreement for all of the business assets of Edgewater Recovery Center LLC
News provided by Ethema Health Corporation Oct 22, 2024, 14:43 ET
https://www.prnewswire.com/news-releases/ethema-signs-binding-asset-purchase-agreement-for-all-of-the-business-assets-of-edgewater-recovery-center-llc-302283593.html
Certain of the Real Property associated with the operations of ERC are fully levered and requires credit and personal guarantees which the Company is unable to provide. This Real Property is to be acquired in a separate transaction by a fund controlled by the CEO of the Company, Shawn Leon, a related party, and will be leased to ARIA Kentucky on an arms-length basis, at market related rates.Ethema Receives License for its Boca Raton facility
PR Newswire August 7, 2024
https://finance.yahoo.com/news/ethema-receives-license-boca-raton-144800579.html
With the large amount of real estate involved in the Kentucky locations, and given the Company's various real estate ownership in the past, the Company is now considering setting up a separate Real Estate Fund which would be financed outside of the Company while still allowing the Company to share in the upside of the appreciating value and development potential of the real estate. The real estate would not be carried on the Company balance sheet and no investment would be made by the Company in the real estate. The Company would still manage the real estate and have a 50% interest in the appreciating value of the real estate over and above its acquisition cost.
Bubae
3 weeks ago
It is telling that after so much promotion that the stock isn't attracting buyers in the volume needed for the regulation "A" offering. Shawn Leon has been talking stock consolidation to support the offering since January and even with that he isn't able to attract any subscribers. Those regulation "A" share would be immediately tradable and are normally acquired at a steep discount to market. The stock isn't selling so no subscribers which means Shawn Leon is back to finding new financing for that debt.
It has always been my view and the history here that this is a debt Ponzi scheme where he continues to find new financing to service the old at and ever increasingly higher expense. His comment in the last press release "...further debt reductions leading up to 2025..." Don't see how that happens in Q4 without a quick split and offering share dump. At what point does he split the stock and just sells it down to get whatever he can. That is what they refer to in previous a press rlease and podcast as "perpetual financing" detailed with links in post# 51330 below.
The last press release admits to the the new cash burn from the Boca deal and you can bet that the Edgewater deal will need new cash. Go to 11:20 in the July 18th podcast linked below and hear Shawn Leon detail the intended use of the offering. $500K for Boca and another $1 million to help with the Edgewater acquisition.
Addiction Recovery Institute of America ("ARIA") receives Full License for Inpatient Detoxification and Residential Level 1 at its Boca Raton facility
NEWS PROVIDED BY Ethema Health Corporation
https://www.prnewswire.com/news-releases/addiction-recovery-institute-of-america-aria-receives-full-license-for-inpatient-detoxification-and-residential-level-1-at-its-boca-raton-facility-302286367.html Mr. Shawn Leon, Company CEO reported,...
...A lot of the operational costs of the addition of the ARIA Boca location such as rent, marketing and staffing are included in our third quarter results without the benefit of the revenue.
This growth combined with further debt reductions leading up to 2025 will fulfill our dual goals of debt reduction and growth established over the last couple of years. Bubae
Re: pual post# 51328
Thursday, October 17, 2024 5:29:21 PM
Post# 51330 of 51370
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175248325
...The heavy promotion in June failed so Shawn Leon is looking to refinance his 2024 debt mess with another property purchase, sale , leaseback scheme per his previous statements...
You know what perpetual financing looks like? Take a look at Mullen Automotive's history. Constant promotion, splits, and share sales. The split adjusted price high for the Mullen Automotive for January 2023 is more than $1 million per share. Today it closed at $2.36 a share. In the article linked below Markpowski states "Under a perpetual financing strategy an issuer or a company remains in a constant capital raising mode." Shawn Leon mentions this strategy in the June 17th press release. The problem is that Mullen Automotive can still sell shares with their story despite the severe fleecing of shareholders and Ethema Health can't even get subscribers for the current regulation "A" offering that was originally filed two years ago because retail traders are taking a pass.
Bubae
3 weeks ago
We all know to wait for the numbers in the filings and NOT what Shawn Leon claims in a press release before the filing. Earnings from what Shawn Leon reports for the treatment center is quite a different matter than those recorded by Ethema Health because Ethema Health shareholders take on the debt and liabilities. Traders are not trading shares of American Treatment Holdings Inc. (ATHI) the holding company for both the Evernia and Boca Treatment Centers. Those shares are used to secure the ever increasing debt who represent the real stakeholders. We won't see how much more debt Ethema Has taken on for a few more weeks yet. Real numbers for Ethema Health below comparing the first six months of 2024 over 2023. Won't see that in a press release.
Addiction Recovery Institute of America ("ARIA") receives Full License for Inpatient Detoxification and Residential Level 1 at its Boca Raton facility
NEWS PROVIDED BY Ethema Health Corporation Oct 24, 2024, 13:26 ET
https://www.prnewswire.com/news-releases/addiction-recovery-institute-of-america-aria-receives-full-license-for-inpatient-detoxification-and-residential-level-1-at-its-boca-raton-facility-302286367.html
Ethema's third quarter results will be reported in mid-November. Our ARIA subsidiary increased revenues for Q3 2024 by approximately 18% over Q2 2024 and an impressive approximately 30% over Q3 2023.
For the quarterly period ended June 30, 2024
https://www.otcmarkets.com/filing/html?id=17772067&guid=lSL-kKevTC7-B3h
Page 29 - 31
For the six months ended June 30, 2024 and June 30, 2023.
Revenues
Revenues were $2,790,200 and $2,866,005 for the six months ended June 30, 2024 and 2023, respectively, a decrease of $75,805 or 2.6%.
Operating (loss) income
The operating loss was $(506,585) and the operating income was $107,172 for the six months ended June 30, 2024 and 2023, respectively, an increase of $613,757 or 572.7%.
Net loss
Net loss was $(839,478) and $(407,872) for the six months ended June 30, 2024 and 2023, respectively, an increase of $431,606 or 105.8%.