GRST Ethema Health Corporation (PK)

Explanatory Note: This Schedule 13D is being filed to disclose the greater than 5% beneficial ownership of shares of GRST newly acquired by reporting person Leon Developments in connection with the Issuer’s restructuring transactions, as well as to make disclosure of Shawn Leon’s and Eileen Greene’s greater than 5% beneficial ownership of shares of GRST which were not previously disclosed individually or as a group on Schedules 13D or 13G.

Item 1.  Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the common stock of GreeneStone Healthcare Corporation (“Issuer” or “GRST”). The principal executive offices of GRST are located at 5734 Yonge Street, Suite 300, Toronto, Ontario, Canada M2M 4E7.

Item 2.  Identity and Background.

(a)        Leon Developments Ltd. (“Leon Developments”)

(b)       46 Fairway Heights Drive

Thornhill, Ontario

L3T3A9

(c)       Leon Developments is an Ontario corporation wholly owned by Shawn Leon. Leon Developments had no business activities other than holding all of the stock of its wholly owned subsidiary, Cranberry Cove Holdings Ltd., an Ontario corporation (“CCH”). CCH has no other business than owning and leasing the real estate that the Muskoka healthcare clinic in Ontario, Canada operates from. In connection with a corporate restructuring that closed on or about February 13, 2017, GRST sold the assets of its Muskoka healthcare clinic subsidiary to an unrelated third party, GRST purchased the CCH stock and thereby acquired the Muskoka clinic real estate and concurrently leased it to the buyer of the clinic business, and GRST purchased from an unrelated third party the business and real estate assets of a Florida healthcare clinic. Leon Developments has no other business activities other than holding the 60,000,000 shares of GRST it received in consideration for selling the stock of CCH.

(d)       Leon Developments has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       Leon Developments has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

(a)        Shawn Leon

(b)       46 Fairway Heights Drive

Thornhill, Ontario

L3T3A9

(c)       Employed as Chief Executive Officer, Chief Financial Officer, President and Director of GRST; also is sole shareholder and President of Greenestone Clinic Inc. and Leon Developments. Greenestone Clinic Inc. is an Ontario corporation and conducts no active business other than to hold the GRST shares.

(d)       Shawn Leon has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       Shawn Leon has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

(f)       Shawn Leon is a Canadian citizen and resident of Ontario.

(a)        Eileen Greene (wife of Shawn Leon)

(b)       46 Fairway Heights Drive

Thornhill, Ontario

L3T3A9

(c)       Employed as Partner in HUB International, an insurance brokerage firm

(d)       Eileen Greene has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       Eileen Greene has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

(f)       Eileen Greene is an Irish citizen and permanent resident of Ontario.

Item 3.  Source or Amount of Funds or Other Consideration.

Leon Developments sold the stock of its real estate holding company, Cranberry Cove Holdings Ltd., to GRST and as consideration for the purchase GRST issued 60,000,000 shares representing approximately US$1,980,000. Leon Developments has not acquired any shares on the open market or sold any shares.

Shawn Leon has acquired his shares through convertible notes issued by GRST except as noted in item 5(c) below. Mr. Leon paid for the shares from personal funds except for 1,757,850 shares he received in exchange for services he performed for the Company. Mr. Leon has not sold any shares and, except as noted in item 5(c) below, has not acquired any shares on the open market.

Eileen Greene has acquired all of her shares directly from the Issuer through the purchase of convertible notes and warrants and from a private equity raise. Ms. Greene paid for all of the shares from personal funds. Ms. Greene has not acquired any shares on the open market or sold any shares.

Item 4.  Purpose of Transaction.

This Schedule 13D is being filed to disclose the greater than 5% beneficial ownership of shares of GRST newly acquired by reporting person Leon Developments in connection with the Company’s restructuring transactions, as well as to make disclosure of Shawn Leon’s and Eileen Greene’s greater than 5% beneficial ownership of shares of GRST which were not previously made individually or as a group on Schedules 13D or 13G.

Following the restructuring transactions, these three reporting persons do not intend to:

(a)       acquire or dispose of additional securities of the Issuer;

(b)       engage in an extraordinary corporate transaction other than the restructuring transactions which just occurred;

(c)       engage in a sale or transfer of a material amount of assets of GRST or any of its subsidiaries other than in connection with the restructuring transactions which just occurred;

(d)       change the present board of directors or management of GRST, other than to hire a new CFO;

(e)       change the present capitalization or dividend policy of GRST;

(f)       make any other material changes in GRST’s business or corporate structure other than what has occurred with the restructuring transactions;

(g)      change the Issuer’s charter or bylaws, except to effectuate a name change as required in connection with the sale of the GreeneStone Muskoka clinic business and assets as part of the restructuring transactions;

(h)       cause a class of securities of GRST to be delisted or cease to be authorized to be quoted in the inter-dealer quotation system of a registered national securities association;

(i)       cause a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)       take any action similar to any of those enumerated above.

Item 5.  Interest in Securities of the Issuer.

(a) and (b)

(c)        Leon Developments acquired all of its 60,000,000 shares effective with the closing of the restructuring transactions on or about February 13, 2017, as consideration for its sale of the Muskoka clinic real estate to GRST through the sale of the stock of the company (CCH) which owns the clinic real estate.

Shawn Leon has acquired all of his 4,947,650 shares by the conversion of notes issued by GRST, except as follows:

500,000 shares were purchased on December 16, 2013 from a departing officer of GRST;

2,687,300 shares were issued by GRST to Greenestone Clinic Inc. in payment of monies owing from GRST to Greenestone Clinic, 2,600,000 shares on September 21, 2011 and 87,300 shares on June 21, 2012. Greenestone Clinic Inc. is now wholly owned by Mr. Leon; and

2,500 shares were purchased in the open market in or about October 2012.

Eileen Greene has acquired all of her 1,910,000 shares by convertible notes/warrants and private equity raise by GRST. On December 16, 2016, she acquired a note convertible for 6 months into 5,433,709 shares along with a warrant exercisable for 3 years to acquire 5,433,709 shares, and on January 16, 2017, she purchased another note from GRST convertible into 1,333,333 shares for 6 months along with a warrant exercisable for 3 years to acquire 1,333,333 shares.

(d)       No other person is known to have the right to receive or direct the receipt of the proceeds for the sale of any of the beneficially owned shares of these three reporting persons.

(e)       No reporting person has ceased to be a beneficial owner of more than five percent of the common stock of GRST.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None.

Item 7.  Material to Be Filed as Exhibits.

Stock Purchase Agreement between Leon Developments Ltd. and Issuer dated February 9, 2017, and Asset Purchase Agreement between Issuer’s subsidiary Greenestone Clinic Muskoka Inc., as seller, and Canadian Addiction Residential Treatment LP, as buyer, dated February 13, 2017, were filed as exhibits to the Issuer’s 8K filed February 17, 2017.

Asset Purchase Agreement between Seastone of Delray, LLC, as seller, and Issuer’s subsidiary Seastone Delray Healthcare, LLC, as buyer, dated May 17, 2016, and Commercial Real Estate Contract between Seastone Condominiums of Delray, LLC and 810 Andrews, LLC, as sellers, and Issuer’s subsidiary Seastone Delray Healthcare, LLC, as buyer, dated May 17, 2016, were filed as exhibits to the Issuer’s 8K filed May 23, 2016.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.