Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May 31, 2017 | Jul. 21, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Novo Integrated Sciences, Inc. | |
Entity Central Index Key | 1,138,978 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 201,058,052 | |
Trading Symbol | NVOS | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | May 31, 2017 | Aug. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 1,674,166 | $ 110,315 |
Accounts receivable, net | 854,919 | 785,780 |
Other receivables | 1,084,833 | 735,330 |
Due from related parties | 951,713 | 784,833 |
Prepaid expenses and other current assets | 161,222 | 156,221 |
Total current assets | 4,726,853 | 2,572,479 |
Furniture and equipment, net | 291,728 | 318,718 |
Goodwill | 370,250 | |
TOTAL ASSETS | 5,388,831 | 2,891,197 |
Current Liabilities: | ||
Accounts payable | 1,895,264 | 2,035,328 |
Accrued expenses | 36,596 | 235,420 |
Accrued interest (principally to related parties) | 1,040,569 | 832,766 |
Due to related parties | 1,818,081 | 1,838,592 |
Notes payable | 34,241 | 147,517 |
Debentures, related parties | 4,741,060 | 4,878,714 |
Total current liabilities | 9,565,811 | 9,968,337 |
Notes payable, net of current portion | 371,997 | 11,580 |
TOTAL LIABILITIES | 9,937,808 | 9,979,917 |
Commitments and contingencies (Note 10) | ||
Novo Integrated Sciences, Inc. | ||
Convertible Preferred stock; $0.001 par value; 1,000,000 shares authorized; 0 and 0 shares issued and outstanding at May 31, 2017 and August 31, 2016 | ||
Common stock; $0.001par value; 499,000,000 shares authorized; 198,917,213 and 167,797,406 shares issued and outstanding at May 31, 2017 and August 31, 2016 | 198,917 | 92 |
Additional paid-in capital | 2,516,545 | |
Other comprehensive income | 1,559,130 | 1,277,449 |
Accumulated deficit | (8,805,624) | (8,353,593) |
Total Novo Integrated Sciences, Inc. stockholders' deficit | (4,531,032) | (7,076,052) |
Noncontrolling interest | (17,945) | (12,668) |
Total deficit | (4,548,977) | (7,088,720) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 5,388,831 | $ 2,891,197 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | May 31, 2017 | Aug. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 499,000,000 | 499,000,000 |
Common stock, shares issued | 198,917,213 | 167,797,406 |
Common stock, shares outstanding | 198,917,213 | 167,797,406 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 2,089,970 | $ 1,886,121 | $ 5,742,729 | $ 5,342,844 |
Cost of revenues | 1,376,911 | 1,209,829 | 3,730,932 | 3,475,429 |
Gross profit | 713,059 | 676,292 | 2,011,797 | 1,867,415 |
Operating expenses: | ||||
Selling expenses | 16,374 | 3,990 | 34,934 | 20,954 |
General and administrative expenses | 957,558 | 614,949 | 2,127,800 | 1,738,799 |
Total operating expenses | 973,932 | 618,939 | 2,162,734 | 1,759,753 |
Income (loss) from operations | (260,873) | 57,353 | (150,937) | 107,662 |
Non operating income (expense) | ||||
Interest income | 8,891 | 5,689 | 30,879 | 17,017 |
Interest expense | (105,982) | (131,420) | (337,687) | (388,597) |
Other expense | ||||
Total other income (expense) | (97,091) | (125,731) | (306,808) | (371,580) |
Loss before income taxes | (357,964) | (68,378) | (457,745) | (263,918) |
Income tax expense | ||||
Net loss | (357,964) | (68,378) | (457,745) | (263,918) |
Net loss attributed to noncontrolling interest | (1,223) | (1,566) | (5,714) | (4,097) |
Net loss attributed to Novo Integrated Sciences, Inc. | (356,741) | (66,812) | (452,031) | (259,821) |
Comprehensive loss: | ||||
Net loss | (357,964) | (68,378) | (457,745) | (263,918) |
Foreign currency translation gain (loss) | 214,786 | (128,697) | 281,681 | 22,217 |
Comprehensive loss | $ (143,178) | $ (197,075) | $ (176,064) | $ (241,701) |
Weighted average common shares outstanding - basic and diluted | 173,965,632 | 167,797,406 | 169,876,075 | 167,797,406 |
Net loss per common share - basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - 9 months ended May 31, 2017 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total Novo Stockholders' Deficit [Member] | Noncontrolling Interest [Member] | Total |
Balance at Aug. 31, 2016 | $ 92 | $ 1,277,449 | $ (8,353,593) | $ (7,076,052) | $ (12,668) | $ (7,088,720) | |
Balance, shares at Aug. 31, 2016 | 167,797,406 | ||||||
Common stock issued in connection with reverse merger transaction | $ 190,457 | (183,553) | 6,904 | $ 6,904 | |||
Common stock issued in connection with reverse merger transaction, shares | 22,751,307 | 22,751,307 | |||||
Common stock issued for cash | $ 8,368 | 2,502,182 | 2,510,550 | $ 2,510,550 | |||
Common stock issued for cash, shares | 8,368,500 | 8,368,500 | |||||
Fair value of vested stock options | 197,916 | 197,916 | $ 197,916 | ||||
Foreign currency translation gain | 281,681 | 281,681 | 437 | 282,118 | |||
Net loss | (452,031) | (452,031) | (5,714) | (457,745) | |||
Balance at May. 31, 2017 | $ 198,917 | $ 2,516,545 | $ 1,559,130 | $ (8,805,624) | $ (4,531,032) | $ (17,945) | $ (4,548,977) |
Balance, shares at May. 31, 2017 | 198,917,213 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
May 31, 2017 | May 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (457,745) | $ (263,918) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 46,870 | 54,662 |
Fair value of vested stock options | 197,916 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (92,593) | 531,570 |
Prepaid expenses and other current assets | (9,542) | 51,115 |
Accounts payable | (89,245) | (145,257) |
Accrued expenses | (194,880) | (242,026) |
Accrued interest | 234,548 | 266,353 |
Net cash provided by (used in) operating activities | (364,671) | 252,499 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of furniture and equipment | (28,621) | (35,622) |
Amounts loaned for other receivables | (375,450) | (404,352) |
Cash acquired in reverse merger transaction | 12,249 | |
Net cash provided by (used in) investing activities | (391,822) | (439,974) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Advances (repayments) to related parties | (159,874) | 472,756 |
Proceeds from the sale of common stock | 2,510,550 | |
Payments on notes payable | (120,285) | (48,042) |
Net cash provided by (used in) financing activities | 2,230,391 | 424,714 |
Effect of exchange rate changes on cash and equivalents | 89,953 | 1,245 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,563,851 | 238,484 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 110,315 | 68,079 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 1,674,166 | 306,563 |
Interest | 129,884 | 122,309 |
Income taxes | ||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Note payable issued for purchase of assets | $ 375,450 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
May 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1 - Organization and Basis of Presentation Organization and Line of Business Novo Integrated Sciences, Inc. (formerly Turbine Truck Engines, Inc.) (the “Company” or “NVOS”) was incorporated in Delaware on November 27, 2000, under the name Turbine Truck Engines, Inc. On February 20, 2008, the Company was re-domiciled to the State of Nevada. Effective July 12, 2017, the Company’s name was changed to Novo Integrated Sciences, Inc. Novo Healthnet Limited, an Ontario, Canada company (“NHL”), became a wholly owned subsidiary of the Company on May 9, 2017. NHL was incorporated on September 5, 2013. Since inception, NHL has acquired and now owns a 100% interest in Novo Assessments, Inc., Novo Healthnet Rehab Limited, Novo Peak Health, Inc. and an 80% interest in Novo Healthnet Kemptville Centre, Inc. (collectively with the Company and NHL, the “Novo Family”), all of which are Ontario province, Canada corporations. On April 25, 2017, NVOS entered into a share exchange agreement with NHL and the NHL shareholders pursuant to which NVOS issued to the NHL shareholders 167,797,406 restricted shares of NVOS common stock, representing 85% of the issued and outstanding NVOS common stock, in exchange for all issued and outstanding shares of both common and preferred stock of NHL, calculated including all granted and issued options or warrants to acquire NVOS common stock as of the effective date of the share exchange agreement, but to exclude shares of NVOS common stock that are subject to a then-current Regulation S offering that was being undertaken by NVOS (the “Exchange”). As a result of this transaction, NHL is a wholly owned Canadian subsidiary of NVOS. The Exchange was accounted for as a reverse acquisition under the purchase method of accounting since NHL obtained control of NVOS. Accordingly, the Exchange was recorded as a recapitalization of NHL, with NHL being treated as the continuing entity. The historical financial statements presented are the financial statements of NHL. The share exchange agreement was treated as a recapitalization and not as a business combination; therefore, no pro forma information is disclosed. At the date of this transaction, the net assets of the legal acquirer, NVOS, were $6,904. The combined entities are hereafter referred to as the “Company.” Effective with the closing of the Exchange, the Company has shifted its business operations and mission statement away from developing environmental conservation innovations for the alternative energy sector and instead now focuses its resources and business operations on the implementation and expansion of the Novo Family’s growth model of integrating healthcare, technology and medical science. The Novo Family provides specialized physiotherapy, chiropractic care, occupational therapy, eldercare, laser therapeutics, massage therapy, acupuncture, chiropodist, neurological functions, kinesiology, certain dental assessments and long-term care services to its clients. The Novo Family’s services include pain assessment, treatment, management and prevention, and are provided in 14 corporate owned clinics, homes and institutional locations throughout Canada. In addition, NHL has contracted with over 300 healthcare providers throughout Canada to provide these services to their clients, consistent with NHL’s high-quality standards. Directly and indirectly through its contractual relationships, NHL provides its specialized services to over 300,000 patients annually. No employee of the Novo Family practices medicine and the Novo Family’s services do not require a medical or nursing license. The unaudited consolidated financial statements are prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company’s financial position, the results of its operations, and cash flows for the periods presented. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) were omitted pursuant to such rules and regulations. The results of operations for the nine months ended May 31, 2017 are not necessarily indicative of the results for the year ending August 31, 2017. Basis of Presentation The accompanying consolidated financial statements were prepared in conformity with US GAAP. The Company’s Canadian subsidiaries’ functional currency is the Canadian Dollar (“CAD”); however, the accompanying consolidated financial statements were translated and presented in United States Dollars (“$” or “USD”). Foreign Currency Translation The accounts of the Company’s Canadian subsidiaries are maintained in CAD. The accounts of these subsidiaries are translated into USD in accordance with ASC Topic 830 Foreign Currency Transaction Comprehensive Income May 31, 2017 May 31, 2016 August 31, 2016 Period end: CAD to USD exchange rate $ 0.7405 $ 0.7535 $ 0.7620 Average period: CAD to USD exchange rate $ 0.7509 $ 0.7488 Going Concern The accompanying 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. The Company has sustained net losses for the nine months ended May 31, 2017 and for the years ended August 31, 2016 and 2015. The Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and its ability to obtain additional capital financing from investors. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has raised equity capital to fund expenditures until the Company’s operations can generate sufficient cash flows to sustain operations. No assurance can be made that these efforts of raising equity capital will be successful and sustain the Company until it can generate positive cash flows from operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
May 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, NHL, Novo Peak Health Inc., Novo Healthnet Rehab Limited, Novo Assessments Inc., APKA Health, Inc. and its 80% owned subsidiary, Novo Healthnet Kemptville Centre Inc. All of the Company’s subsidiaries are incorporated under the laws of the Province of Ontario, Canada. Noncontrolling Interest The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, The net income (loss) attributed to the NCI is separately designated in the accompanying consolidated statements of operations and other comprehensive income (loss). Cash Equivalents For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less. Accounts Receivable Accounts receivable are recorded, net of allowance for doubtful accounts and sales returns. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified. As of May 31, 2017 and August 31, 2016, the allowance for uncollectible accounts receivable was $519,921 and $508,161, respectively. Furniture and Equipment Furniture and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the double-declining balance method for substantially all assets with estimated lives as follows: Leasehold improvements 5 years Clinical equipment 5 years Computer equipment 3 years Office equipment 5 years Furniture and fixtures 5 years Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, advances to suppliers, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. FASB ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging As of May 31, 2017 and August 31, 2016, respectively, the Company did not identify any assets and liabilities required to be presented on the balance sheet at fair value. Revenue Recognition Revenue related to healthcare services provided is recognized at the time services have been performed. Gross service revenue is recorded in the accounting records on an accrual basis at the provider’s established rates, regardless of whether the health care entity expects to collect that amount. The Company will reserve a provision for contractual adjustment and discounts and deduct from gross service revenue. The Company believes that recognizing revenue at the time the services have been performed is appropriate because the Company’s revenue policies meet the following four criteria in accordance with FASB ASC 605, Revenue Recognition Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share Foreign Currency Transactions and Comprehensive Income US GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company’s Canadian subsidiaries is the Canadian $. Translation gains of $1,559,130 and $1,277,449 at May 31, 2017 and August 31, 2016, respectively, are classified as an item of other comprehensive income in the stockholders’ equity section of the balance sheet. Statement of Cash Flows Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Recent Accounting Pronouncements In January 2017, the FASB issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory In August 2016, the FASB issued ASU 2016-15 , Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
May 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 – Related Party Transactions Due from related parties Due from related parties are amounts advanced to certain related parties that are non-interest bearing and the Company can demand payment at any time. Due to related parties Due to related parties are amounts loaned to the Company by stockholders and officers of the Company that are non-interest bearing and payable upon demand. |
Other Receivables
Other Receivables | 9 Months Ended |
May 31, 2017 | |
Receivables [Abstract] | |
Other Receivables | Note 4 – Other Receivables Other receivables at May 31, 2017 and August 31, 2016 consisted of the following: May 31, 2017 August 31, 2016 Notes receivable dated November 15, 2014; accrues interest at 8% per annum; secured by assets; due November 15, 2016. This note receivable is currently in default. $ 37,025 $ 38,099 Notes receivable dated May 23, 2017; accrues interest at 12% per annum; secured by certain assets; due May 23, 2018. 277,688 285,750 Notes receivable dated April 1, 2015; accrues interest at 8% per annum; secured by certain assets; due April 1, 2017. This note receivable is currently in default. 740,500 - Advance to corporation; non-interest bearing; unsecured; payable upon demand - 381,000 Advance to corporation; non-interest bearing; unsecured; payable upon demand 29,620 30,481 Total other receivables $ 1,084,833 $ 735,330 |
Furniture and Equipment
Furniture and Equipment | 9 Months Ended |
May 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Furniture and Equipment | Note 5 – Furniture and Equipment Furniture and equipment at May 31, 2017 and August 31, 2016 consisted of the following: May 31, 2017 August 31, 2016 Leasehold Improvements $ 298,855 $ 310,111 Clinical equipment 163,854 147,429 Computer equipment 18,071 8,575 Office equipment 22,544 22,780 Furniture and fixtures 16,889 17,379 520,213 506,274 Accumulated depreciation (228,485 ) (187,556 ) Total $ 291,728 $ 318,718 Depreciation expense for the nine months ended May 31, 2017 and 2016 was $46,870 and $54,662, respectively. |
Notes Payable
Notes Payable | 9 Months Ended |
May 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes Payable Notes payable at May 31, 2017 and August 31, 2016 consisted of the following: May 31, 2017 August 31, 2016 Notes payable to five individuals; accrues interest at 12% per annum; secured by assets of the Company; due May 29, 2016. These notes have been were fully repaid. $ - $ 91,439 Notes payable to financial institution; accrues interest at 7.2% per annum; monthly principal and interest payment of $4,465; unsecured; due October 2017. 16,532 47,636 Notes payable issued in connection with purchase of assets; accrues interest at 0% per annum; due on March 21, 2019. 370,250 - Notes payable to financial institution; accrues interest at 6% per annum; monthly principal and interest payment of $608; unsecured; due April 8, 2019. 19,456 20,022 406,238 159,097 Current portion (34,241 ) (147,517 ) Long-term portion $ 371,997 $ 11,580 Aggregate future maturities of notes payable as of May 31 are as follows: Twelve months ending May 31: 2018 $ 34,241 2019 371,997 $ 406,238 |
Debentures, Related Parties
Debentures, Related Parties | 9 Months Ended |
May 31, 2017 | |
Debt Disclosure [Abstract] | |
Debentures, Related Parties | Note 7 – Debentures, related parties On September 30, 2013, the Company issued five debentures totaling CAD 6,402,512 (US $4,741,060 at May 31, 2017) in connection with the acquisition of certain businesses. The holders of the debentures are current stockholders of the Company. The debentures are secured by all the assets of the Company, accrue interest at 8% per annum and are due on September 30, 2016. The debentures are currently in default. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
May 31, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 8 – Stockholders’ Deficit Convertible preferred stock The Company has authorized 1,000,000 shares of $0.001 par value convertible preferred stock. At May 31, 2017 and August 31, 2016 there were 0 and 0 convertible preferred shares issued and outstanding, respectively. Common stock The Company has authorized 499,000,000 shares of $0.001 par value common stock. At May 31, 2017 and August 31, 2016 there were 198,917,213 and 167,797,406 common shares issued and outstanding, respectively. During the nine months ended May 31, 2017 the Company issued: ● 22,751,307 shares of common stock in connection with the reverse merger transaction; and ● 8,368,500 shares of common stock for cash proceeds of $2,510,550. Stock options/warrants The following is a summary of stock option/warrant activity: Weighted Weighted Average Options/ Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, August 31, 2016 - Transfer from reverse merger transactions 6,610,000 $ 0.24 Granted 250,000 $ 0.80 Forfeited - Exercised - Outstanding, May 31, 2017 6,860,000 $ 0.26 3.59 $ 2,547,200 Exercisable, May 31, 2017 6,860,000 $ 0.26 3.59 $ 2,547,200 The exercise price for options/warrants outstanding at May 31, 2017: Outstanding Exercisable Number of Number of Options/ Exercise Options/ Exercise Warrants Price Warrants Price 5,500,000 $ 0.16 5,500,000 $ 0.16 100,000 0.50 100,000 0.50 1,000,000 0.62 1,000,000 0.62 250,000 0.80 250,000 0.80 10,000 2.00 10,000 2.00 6,860,000 6,860,000 For options granted during fiscal year 2017 where the exercise price equaled the stock price at the date of the grant, the weighted-average fair value of such options was $0.79 and the weighted-average exercise price of such options/warrants was $0.80. No options were granted during fiscal 2017 where the exercise price was less than the stock price at the date of grant or the exercise price was greater than the stock price at the date of grant. The fair value of the stock options is being amortized to stock option expense over the vesting period. The Company recorded stock option expense of $197,916 during the nine months ended August 31, 2017. At August 31, 2017, the unamortized stock option expense was $0. The assumptions used in calculating the fair value of options granted using the Black-Scholes option- pricing model for options granted are as follows: Risk-free interest rate 1.5 % Expected life of the options 2.5 years Expected volatility 323 % Expected dividend yield 0 % |
Acquisition of Assets
Acquisition of Assets | 9 Months Ended |
May 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition of Assets | Note 9 – Acquisition of Assets During the nine months ended May 31, 2017, the Company acquired certain assets in exchange for a note payable of CAD 500,000 ($370,250 at May 31, 2017). The purchase of these assets was not considered significant to the Company; therefore, pro forma financial statements are not presented. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
May 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Litigation The Company is party to certain legal proceedings from time to time incidental to the conduct of its business. These proceedings could result in fines, penalties, compensatory or treble damages or non-monetary relief. The nature of legal proceedings is such that the Company cannot assure the outcome of any particular matter, and an unfavorable ruling or development could have a materially adverse effect on our consolidated financial position, results of operations and cash flows in the period in which a ruling or settlement occurs. However, based on information available to the Company’s management to date, the Company’s management does not expect that the outcome of any matter pending against the Company is likely to have a materially adverse effect on the Company’s consolidated financial position as of August 31, 2016, results of operations, cash flows or liquidity of the Company. Leases The Company leases its office space and certain facilities under long-term operating leases expiring through fiscal year 2023. Rent expense under these leases was $594,842 and $568,154 for the nine months ended May 31, 2017 and 2016, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
May 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 – Subsequent Events On June 20, 2017, the Company sold 2,140,839 restricted shares of common stock to an aggregate of 23 accredited investors. The shares were sold at a price of $0.30 per share, for an aggregate purchase price of $642,250. The $875,000 was provided to fund the Company’s ongoing operational and product development expenses. The shares were issued in reliance upon the exemptions provided by Regulation S promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The issuances involved offers and sales of securities outside the United States. The offers and sales were made in offshore transactions and no directed selling efforts were made by the issuer, a distributor, their affiliates or any persons acting on their behalf. On July 12, 2017, the Company entered into an Employment Agreement with Christopher David for the period of July 1, 2017 through December 31, 2017. Pursuant to the terms of the Employment Agreement, Mr. David agreed to serve as the Company’s President. In consideration thereof, the Company agreed to (i) pay Mr. David a monthly salary of $8,000, and (ii) grant Mr. David a 5-year option to purchase 1,000,000 shares of the Company’s restricted common stock at an exercise price of $0.32 per share. The Option will vest on July 12, 2018 and expire on July 12, 2022. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
May 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, NHL, Novo Peak Health Inc., Novo Healthnet Rehab Limited, Novo Assessments Inc., APKA Health, Inc. and its 80% owned subsidiary, Novo Healthnet Kemptville Centre Inc. All of the Company’s subsidiaries are incorporated under the laws of the Province of Ontario, Canada. |
Noncontrolling Interest | Noncontrolling Interest The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, The net income (loss) attributed to the NCI is separately designated in the accompanying consolidated statements of operations and other comprehensive income (loss). |
Cash Equivalents | Cash Equivalents For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded, net of allowance for doubtful accounts and sales returns. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified. As of May 31, 2017 and August 31, 2016, the allowance for uncollectible accounts receivable was $519,921 and $508,161, respectively. |
Furniture and Equipment | Furniture and Equipment Furniture and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the double-declining balance method for substantially all assets with estimated lives as follows: Leasehold improvements 5 years Clinical equipment 5 years Computer equipment 3 years Office equipment 5 years Furniture and fixtures 5 years |
Long-Lived Assets | Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, advances to suppliers, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. FASB ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging As of May 31, 2017 and August 31, 2016, respectively, the Company did not identify any assets and liabilities required to be presented on the balance sheet at fair value. |
Revenue Recognition | Revenue Recognition Revenue related to healthcare services provided is recognized at the time services have been performed. Gross service revenue is recorded in the accounting records on an accrual basis at the provider’s established rates, regardless of whether the health care entity expects to collect that amount. The Company will reserve a provision for contractual adjustment and discounts and deduct from gross service revenue. The Company believes that recognizing revenue at the time the services have been performed is appropriate because the Company’s revenue policies meet the following four criteria in accordance with FASB ASC 605, Revenue Recognition |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share |
Foreign Currency Transactions and Comprehensive Income | Foreign Currency Transactions and Comprehensive Income US GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company’s Canadian subsidiaries is the Canadian $. Translation gains of $1,559,130 and $1,277,449 at May 31, 2017 and August 31, 2016, respectively, are classified as an item of other comprehensive income in the stockholders’ equity section of the balance sheet. |
Statement of Cash Flows | Statement of Cash Flows Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory In August 2016, the FASB issued ASU 2016-15 , Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Organization and Basis of Pre19
Organization and Basis of Presentation (Tables) | 9 Months Ended |
May 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Foreign Currency Translation, Exchange Rate Used | The following table details the exchange rates used for the respective periods: May 31, 2017 May 31, 2016 August 31, 2016 Period end: CAD to USD exchange rate $ 0.7405 $ 0.7535 $ 0.7620 Average period: CAD to USD exchange rate $ 0.7509 $ 0.7488 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
May 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Assets | Depreciation of property and equipment is provided using the double-declining balance method for substantially all assets with estimated lives as follows: Leasehold improvements 5 years Clinical equipment 5 years Computer equipment 3 years Office equipment 5 years Furniture and fixtures 5 years |
Other Receivables (Tables)
Other Receivables (Tables) | 9 Months Ended |
May 31, 2017 | |
Receivables [Abstract] | |
Schedule of Other Receivables | Other receivables at May 31, 2017 and August 31, 2016 consisted of the following: May 31, 2017 August 31, 2016 Notes receivable dated November 15, 2014; accrues interest at 8% per annum; secured by assets; due November 15, 2016. This note receivable is currently in default. $ 37,025 $ 38,099 Notes receivable dated May 23, 2017; accrues interest at 12% per annum; secured by certain assets; due May 23, 2018. 277,688 285,750 Notes receivable dated April 1, 2015; accrues interest at 8% per annum; secured by certain assets; due April 1, 2017. This note receivable is currently in default. 740,500 - Advance to corporation; non-interest bearing; unsecured; payable upon demand - 381,000 Advance to corporation; non-interest bearing; unsecured; payable upon demand 29,620 30,481 Total other receivables $ 1,084,833 $ 735,330 |
Furniture and Equipment (Tables
Furniture and Equipment (Tables) | 9 Months Ended |
May 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Furniture and Equipment | Furniture and equipment at May 31, 2017 and August 31, 2016 consisted of the following: May 31, 2017 August 31, 2016 Leasehold Improvements $ 298,855 $ 310,111 Clinical equipment 163,854 147,429 Computer equipment 18,071 8,575 Office equipment 22,544 22,780 Furniture and fixtures 16,889 17,379 520,213 506,274 Accumulated depreciation (228,485 ) (187,556 ) Total $ 291,728 $ 318,718 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
May 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable at May 31, 2017 and August 31, 2016 consisted of the following: May 31, 2017 August 31, 2016 Notes payable to five individuals; accrues interest at 12% per annum; secured by assets of the Company; due May 29, 2016. These notes have been were fully repaid. $ - $ 91,439 Notes payable to financial institution; accrues interest at 7.2% per annum; monthly principal and interest payment of $4,465; unsecured; due October 2017. 16,532 47,636 Notes payable issued in connection with purchase of assets; accrues interest at 0% per annum; due on March 21, 2019. 370,250 - Notes payable to financial institution; accrues interest at 6% per annum; monthly principal and interest payment of $608; unsecured; due April 8, 2019. 19,456 20,022 406,238 159,097 Current portion (34,241 ) (147,517 ) Long-term portion $ 371,997 $ 11,580 |
Schedule of Future Maturities of Notes Payable | Aggregate future maturities of notes payable as of May 31 are as follows: Twelve months ending May 31: 2018 $ 34,241 2019 371,997 $ 406,238 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
May 31, 2017 | |
Equity [Abstract] | |
Schedule of Stock Option and Warrant Activity | The following is a summary of stock option/warrant activity: Weighted Weighted Average Options/ Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, August 31, 2016 - Transfer from reverse merger transactions 6,610,000 $ 0.24 Granted 250,000 $ 0.80 Forfeited - Exercised - Outstanding, May 31, 2017 6,860,000 $ 0.26 3.59 $ 2,547,200 Exercisable, May 31, 2017 6,860,000 $ 0.26 3.59 $ 2,547,200 |
Schedule of Options and Warrants Outstanding and Exercisable | The exercise price for options/warrants outstanding at May 31, 2017: Outstanding Exercisable Number of Number of Options/ Exercise Options/ Exercise Warrants Price Warrants Price 5,500,000 $ 0.16 5,500,000 $ 0.16 100,000 0.50 100,000 0.50 1,000,000 0.62 1,000,000 0.62 250,000 0.80 250,000 0.80 10,000 2.00 10,000 2.00 6,860,000 6,860,000 |
Schedule of Fair Value of Options Granted by Using Valuation Assumptions | The assumptions used in calculating the fair value of options granted using the Black-Scholes option- pricing model for options granted are as follows: Risk-free interest rate 1.5 % Expected life of the options 2.5 years Expected volatility 323 % Expected dividend yield 0 % |
Organization and Basis of Pre25
Organization and Basis of Presentation (Details Narrative) - USD ($) | Apr. 25, 2017 | May 31, 2017 |
Common stock issued in connection with reverse merger transaction | $ 6,904 | |
Turbine Truck Engines, Inc [Member] | ||
State country name | Delaware | |
Date of incorporation | Nov. 27, 2000 | |
Turbine Truck Engines, Inc One [Member] | ||
State country name | State of Nevada | |
Date of incorporation | Feb. 20, 2008 | |
Novo Assessments, Inc, Novo Healthnet Rehab Limited, Novo Peak Health, Inc [Member] | ||
Equity method investment, ownership percentage | 100.00% | |
Novo Healthnet Kemptville Centre, Inc [Member] | ||
Equity method investment, ownership percentage | 80.00% | |
NHL [Member] | Share Exchange Agreement [Member] | ||
Number of restricted shares of common stock | 167,797,406 | |
Percentage of common stock issued and outstanding | 85.00% |
Organization and Basis of Pre26
Organization and Basis of Presentation - Schedule of Foreign Currency Translation, Exchange Rate Used (Details) - CAD [Member] | May 31, 2017 | Aug. 31, 2016 | May 31, 2016 |
Period End [Member] | |||
Foreign currency exchange rate | 0.7405 | 0.7620 | 0.7535 |
Average Period [Member] | |||
Foreign currency exchange rate | 0.7509 | 0.7488 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | |
May 31, 2017 | Aug. 31, 2016 | |
Allowance for uncollectible accounts receivable | $ 519,921 | $ 508,161 |
Potentially dilutive common stock options and warrants outstanding, shares | 6,860,000 | |
Gain on foreign currency transactions | $ 1,559,130 | $ 1,277,449 |
Novo Healthnet Kemptville Centre, Inc [Member] | ||
Equity method investment, ownership percentage | 80.00% |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Details) | 9 Months Ended |
May 31, 2017 | |
Leasehold Improvements [Member] | |
Property and equipment, estimated lives | 5 years |
Clinical Equipment [Member] | |
Property and equipment, estimated lives | 5 years |
Computer Equipment [Member] | |
Property and equipment, estimated lives | 3 years |
Office Equipment [Member] | |
Property and equipment, estimated lives | 5 years |
Furniture and Fixtures [Member] | |
Property and equipment, estimated lives | 5 years |
Other Receivables - Schedule of
Other Receivables - Schedule of Other Receivables (Details) - USD ($) | May 31, 2017 | Aug. 31, 2016 |
Total other receivables | $ 1,084,833 | $ 735,330 |
Notes Receivable Dated November 15, 2014 [Mermber] | ||
Total other receivables | 37,025 | 38,099 |
Notes Receivable Dated May 23, 2017 [Mermber] | ||
Total other receivables | 277,688 | 285,750 |
Notes Receivable Dated April 1, 2015 [Mermber] | ||
Total other receivables | 740,500 | |
Advance to Corporation One [Mermber] | ||
Total other receivables | 381,000 | |
Advance to Corporation Two [Mermber] | ||
Total other receivables | $ 29,620 | $ 30,481 |
Other Receivables - Schedule 30
Other Receivables - Schedule of Other Receivables (Details) (Parenthetical) | 9 Months Ended | 12 Months Ended |
May 31, 2017 | Aug. 31, 2016 | |
Notes Receivable Dated November 15, 2014 [Mermber] | ||
Percentage of accrues interest per annum | 8.00% | 8.00% |
Notes receivable due date | Nov. 15, 2016 | Nov. 15, 2016 |
Notes Receivable Dated May 23, 2017 [Mermber] | ||
Percentage of accrues interest per annum | 12.00% | 12.00% |
Notes receivable due date | May 23, 2018 | May 23, 2018 |
Notes Receivable Dated April 1, 2015 [Mermber] | ||
Percentage of accrues interest per annum | 8.00% | 8.00% |
Notes receivable due date | Apr. 1, 2017 | Apr. 1, 2017 |
Furniture and Equipment (Detail
Furniture and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 46,870 | $ 54,662 |
Furniture and Equipment - Sched
Furniture and Equipment - Schedule of Furniture and Equipment (Details) - USD ($) | May 31, 2017 | Aug. 31, 2016 |
Furniture and equipment, gross | $ 520,213 | $ 506,274 |
Accumulated depreciation | (228,485) | (187,556) |
Total | 291,728 | 318,718 |
Leasehold Improvements [Member] | ||
Furniture and equipment, gross | 298,855 | 310,111 |
Clinical Equipment [Member] | ||
Furniture and equipment, gross | 163,854 | 147,429 |
Computer Equipment [Member] | ||
Furniture and equipment, gross | 18,071 | 8,575 |
Office Equipment [Member] | ||
Furniture and equipment, gross | 22,544 | 22,780 |
Furniture and Fixtures [Member] | ||
Furniture and equipment, gross | $ 16,889 | $ 17,379 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | May 31, 2017 | Aug. 31, 2016 |
Note payable | $ 406,238 | $ 159,097 |
Current portion | (34,241) | (147,517) |
Long-term portion | 371,997 | 11,580 |
Note Payable One [Member] | ||
Note payable | 91,439 | |
Note Payable Two [Member] | ||
Note payable | 16,532 | 47,636 |
Note Payable Three [Member] | ||
Note payable | 370,250 | |
Note Payable Four [Member] | ||
Note payable | $ 19,456 | $ 20,022 |
Notes Payable - Schedule of N34
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended |
May 31, 2017 | Aug. 31, 2016 | |
Notes payable, due date | Sep. 30, 2016 | |
Note Payable One [Member] | ||
Percentage of accrues interest per annum | 12.00% | 12.00% |
Notes payable, due date | May 29, 2016 | May 29, 2016 |
Note Payable Two [Member] | ||
Percentage of accrues interest per annum | 7.20% | 7.20% |
Notes payable, due date | Oct. 31, 2017 | Oct. 31, 2017 |
Debt periodic payment | $ 4,465 | $ 4,465 |
Note Payable Three [Member] | ||
Percentage of accrues interest per annum | 0.00% | 0.00% |
Notes payable, due date | Mar. 21, 2019 | Mar. 21, 2019 |
Note Payable Four [Member] | ||
Percentage of accrues interest per annum | 6.00% | 6.00% |
Notes payable, due date | Apr. 8, 2019 | Apr. 8, 2019 |
Debt periodic payment | $ 608 | $ 608 |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Maturities of Notes Payable (Details) | May 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 34,241 |
2,019 | 371,997 |
Total | $ 406,238 |
Debentures, Related Parties (De
Debentures, Related Parties (Details Narrative) - USD ($) | 9 Months Ended | |
May 31, 2017 | Aug. 31, 2016 | |
Debentures, related parties | $ 4,741,060 | $ 4,878,714 |
Debt interest rate | 8.00% | |
Debt due date | Sep. 30, 2016 | |
CAD [Member] | ||
Debentures, related parties | $ 6,402,512 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 9 Months Ended | ||
May 31, 2017 | May 31, 2016 | Aug. 31, 2016 | |
Equity [Abstract] | |||
Convertible Preferred stock shares authorized | 1,000,000 | 1,000,000 | |
Convertible Preferred stock par value | $ 0.001 | $ 0.001 | |
Convertible Preferred stock shares issued | 0 | 0 | |
Convertible Preferred stock shares outstanding | 0 | 0 | |
Common stock shares authorized | 499,000,000 | 499,000,000 | |
Common stock par value | $ 0.001 | $ 0.001 | |
Common stock shares issued | 198,917,213 | 167,797,406 | |
Common stock shares outstanding | 198,917,213 | 167,797,406 | |
Common stock shares issued in connection with reverse merger transaction | 22,751,307 | ||
Common stock shares issued for cash | 8,368,500 | ||
Proceeds from issuance of common stock | $ 2,510,550 | ||
Stock options granted weighted-average grant date fair value | $ 0.79 | ||
Stock options/warrants weighted-average exercise | $ 0.80 | ||
Stock option expense | $ 197,916 | ||
Unamortized stock option expense | $ 0 |
Stockholders_ Deficit - Schedul
Stockholders’ Deficit - Schedule of Stock Option and Warrant Activity (Details) | 9 Months Ended |
May 31, 2017USD ($)$ / sharesshares | |
Equity [Abstract] | |
Options/Warrants Outstanding, Beginning balance | |
Options/Warrants Outstanding, Transfer from reverse merger transactions | 6,610,000 |
Options/Warrants Outstanding, Granted | 250,000 |
Options/Warrants Outstanding, Forfeited | |
Options/Warrants Outstanding, Exercised | |
Options/Warrants Outstanding, Ending balance | 6,860,000 |
Options/Warrants Outstanding, Exercisable | 6,860,000 |
Weighted Average Exercise Price, Beginning balance | $ / shares | |
Weighted Average Exercise Price, Transfer from reverse merger transactions | $ / shares | 0.24 |
Weighted Average Exercise Price, Granted | $ / shares | 0.80 |
Weighted Average Exercise Price, Ending balance | $ / shares | 0.26 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.26 |
Weighted Average Remaining Contractual Life, Outstanding | 3 years 7 months 2 days |
Weighted Average Remaining Contractual Life, Exercisable | 3 years 7 months 2 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 2,547,200 |
Aggregate Intrinsic Value, Exercisable | $ | $ 2,547,200 |
Stockholders_ Deficit - Sched39
Stockholders’ Deficit - Schedule of Options and Warrants Outstanding and Exercisable (Details) | May 31, 2017$ / sharesshares |
Number of Opions/Warrants, Outstanding | 6,860,000 |
Number of Opions/Warrants, Exercisable | 6,860,000 |
Exercise Price Range One [Member] | |
Number of Opions/Warrants, Outstanding | 5,500,000 |
Number of Opions/Warrants, Outstanding, Exercise Price | $ / shares | $ 0.16 |
Number of Opions/Warrants, Exercisable | 5,500,000 |
Number of Opions/Warrants, Exercisable, Exercise Price | $ / shares | $ 0.16 |
Exercise Price Range Two [Member] | |
Number of Opions/Warrants, Outstanding | 100,000 |
Number of Opions/Warrants, Outstanding, Exercise Price | $ / shares | $ 0.50 |
Number of Opions/Warrants, Exercisable | 100,000 |
Number of Opions/Warrants, Exercisable, Exercise Price | $ / shares | $ 0.50 |
Exercise Price Range Three [Member] | |
Number of Opions/Warrants, Outstanding | 1,000,000 |
Number of Opions/Warrants, Outstanding, Exercise Price | $ / shares | $ 0.62 |
Number of Opions/Warrants, Exercisable | 1,000,000 |
Number of Opions/Warrants, Exercisable, Exercise Price | $ / shares | $ 0.62 |
Exercise Price Range Four [Member] | |
Number of Opions/Warrants, Outstanding | 250,000 |
Number of Opions/Warrants, Outstanding, Exercise Price | $ / shares | $ 0.80 |
Number of Opions/Warrants, Exercisable | 250,000 |
Number of Opions/Warrants, Exercisable, Exercise Price | $ / shares | $ 0.80 |
Exercise Price Range Five [Member] | |
Number of Opions/Warrants, Outstanding | 10,000 |
Number of Opions/Warrants, Outstanding, Exercise Price | $ / shares | $ 2 |
Number of Opions/Warrants, Exercisable | 10,000 |
Number of Opions/Warrants, Exercisable, Exercise Price | $ / shares | $ 2 |
Stockholders_ Deficit - Sched40
Stockholders’ Deficit - Schedule of Fair Value of Options Granted by Using Valuation Assumptions (Details) | 9 Months Ended |
May 31, 2017 | |
Equity [Abstract] | |
Risk-free interest rate | 1.50% |
Expected life of the options | 2 years 6 months |
Expected volatility | 323.00% |
Expected dividend yield | 0.00% |
Acquisition of Assets (Details
Acquisition of Assets (Details Narrative) | 9 Months Ended | ||
May 31, 2017USD ($) | May 31, 2017CAD | May 31, 2016USD ($) | |
Note payable issued for purchase of assets | $ | $ 375,450 | ||
CAD [Member] | |||
Note payable issued for purchase of assets | CAD | CAD 500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 9 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating leases expiration date | 2,023 | |
Rent expense | $ 594,842 | $ 568,154 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Jun. 20, 2017 | Jun. 12, 2017 |
Funds provided for ongoing operational and product development expenses | $ 875,000 | |
Employment Agreement [Member] | Christopher David [Member] | ||
Salary per month | $ 8,000 | |
Stock option term | 5 years | |
Stock option vested date | Jul. 12, 2018 | |
Stock option expire date | Jul. 12, 2022 | |
Restricted Stock [Member] | Employment Agreement [Member] | Christopher David [Member] | ||
Stock option to purchase of shares of common stock | 1,000,000 | |
Stock option exercise price per share | $ 0.32 | |
Restricted Stock [Member] | 23 Accredited Investors [Member] | ||
Number of common stock shares sold during the period | 2,140,839 | |
Sale of stock price per share | $ 0.30 | |
Number of common stock sold during the period | $ 642,250 |