Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Nov. 30, 2017 | Jan. 09, 2018 | |
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 | Nov. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 202,221,364 | |
Trading Symbol | NVOS | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Nov. 30, 2017 | Aug. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 1,295,632 | $ 1,896,572 |
Accounts receivable, net | 1,288,959 | 1,128,898 |
Other receivables | 380,289 | 372,024 |
Prepaid expenses and other current assets | 192,033 | 252,536 |
Total current assets | 3,156,913 | 3,650,030 |
Property and equipment, net | 283,874 | 302,951 |
Acquisition deposits | 1,128,987 | 1,162,009 |
Goodwill | 388,050 | 399,400 |
TOTAL ASSETS | 4,957,824 | 5,514,390 |
Current Liabilities: | ||
Accounts payable | 1,574,656 | 1,703,342 |
Accrued expenses | 360,579 | 341,657 |
Accrued interest (principally to related parties) | 437,509 | 403,119 |
Due to related parties | 1,589,001 | 1,812,613 |
Notes payable, current portion | 6,073 | 13,171 |
Total current liabilities | 3,967,818 | 4,273,902 |
Debentures, related parties | 4,968,990 | 5,114,327 |
Notes payable, net of current portion | 402,368 | 414,351 |
TOTAL LIABILITIES | 9,339,176 | 9,802,580 |
Commitments and contingencies (Note 9) | ||
Novo Integrated Sciences, Inc. | ||
Common stock; $0.001par value; 499,000,000 shares authorized; 201,837,254 and 201,837,254 shares issued and outstanding at November 30, 2017 and August 31, 2017 | 201,837 | 201,837 |
Additional paid-in capital | 3,524,308 | 3,381,643 |
Other comprehensive income | 1,365,031 | 1,240,844 |
Accumulated deficit | (9,449,265) | (9,091,977) |
Total Novo Integrated Sciences, Inc. stockholders' deficit | (4,358,089) | (4,267,653) |
Noncontrolling interest | (23,263) | (20,537) |
Total stockholders' deficit | (4,381,352) | (4,288,190) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 4,957,824 | $ 5,514,390 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2017 | Aug. 31, 2017 |
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 | 201,837,254 | 201,837,254 |
Common stock, shares outstanding | 201,837,254 | 201,837,254 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (loss) (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 2,253,737 | $ 1,818,139 |
Cost of revenues | 1,407,693 | 1,164,113 |
Gross profit | 846,044 | 654,026 |
Operating expenses: | ||
Selling expenses | 38,139 | 10,301 |
General and administrative expenses | 980,275 | 580,864 |
Total operating expenses | 1,018,414 | 591,165 |
Income (loss) from operations | (172,370) | 62,861 |
Non operating income (expense) | ||
Interest income | 51 | 10,978 |
Interest expense | (134,153) | (117,088) |
Total other income (expense) | (134,102) | (106,110) |
Loss before income taxes | (306,472) | (43,249) |
Income tax expense | 54,216 | |
Net loss | (360,688) | (43,249) |
Net loss attributed to noncontrolling interest | (3,400) | (1,727) |
Net loss attributed to Novo Integrated Sciences, Inc. | (357,288) | (41,522) |
Comprehensive income (loss): | ||
Net loss | (360,688) | (43,249) |
Foreign currency translation gain | 124,187 | 161,143 |
Comprehensive income (loss): | $ (236,501) | $ 117,894 |
Weighted average common shares outstanding - basic and diluted | 201,837,254 | 167,797,406 |
Net loss per common share - basic and diluted | $ 0 | $ 0 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (360,688) | $ (43,249) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 14,998 | 15,580 |
Fair value of vested stock options | 142,665 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (197,389) | (47,705) |
Prepaid expenses and other current assets | 54,786 | 20,459 |
Accounts payable | (82,701) | (19,698) |
Accrued expenses | 29,415 | 25,934 |
Accrued interest | 47,099 | 83,132 |
Net cash provided by (used in) operating activities | (351,815) | 34,453 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of furniture and equipment | (4,242) | (14,149) |
Amounts loaned for other receivables | (19,351) | |
Repayments of other receivables | 376,850 | |
Net cash provided by (used in) investing activities | (23,593) | 362,701 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments from related parties | (176,804) | (192,388) |
Payments on notes payable | (7,121) | (10,097) |
Net cash used in financing activities | (183,925) | (202,485) |
Effect of exchange rate changes on cash and equivalents | (41,607) | (4,829) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (600,940) | 189,840 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,896,572 | 110,315 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 1,295,632 | 300,155 |
CASH PAID FOR: | ||
Interest | 99,763 | 53,855 |
Income taxes |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Nov. 30, 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. 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. When used herein, the terms the “Company,” “we,” “us” and “our” refer to Novo Integrated Sciences, Inc. and its consolidated subsidiaries. We provide specialized physiotherapy, chiropractic care, occupational therapy, eldercare, laser therapeutics, massage therapy, acupuncture, chiropodist, neurological functions, kinesiology and dental services to our clients. Our multi-disciplinary primary healthcare services and protocols are directed at assessment, treatment, management, rehabilitation and prevention through our 14 corporate owned clinics, 150 affiliate clinics, retirement homes, long-term care facilities and institutional locations throughout Canada. Directly and indirectly through our contractual relationships, we provide our specialized services to over 300,000 patients annually. No employee of the Company or any of its subsidiaries practices primary care medicine and the Company’s services do not require a medical or nursing license. On April 25, 2017 (the “Effective Date”), the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) by and between (i) the Company; (ii) NHL, (iii) ALMC-ASAP Holdings Inc. (“ALMC”); (iv) Michael Gaynor Family Trust (the “MGFT”); (v) 1218814 Ontario Inc. (“1218814”) and (vi) Michael Gaynor Physiotherapy Professional Corp. (“MGPP,” and together with ALMC, MGFT and 1218814, the “NHL Shareholders”). Pursuant to the terms of the Share Exchange Agreement, the Company agreed to acquire from the NHL Shareholders all of the shares of both common and preferred stock of NHL, held by the NHL Shareholders, in exchange for the issuance by the Company to the NHL Shareholders of shares of the Company’s common stock, such that following the closing of the Share Exchange Agreement, the NHL Shareholders would own 167,797,406 restricted shares of Company common stock, representing 85% of the issued and outstanding Company common stock, calculated including all granted and issued options or warrants to acquire the Company common stock as of the Effective Date, but to exclude shares of Company common stock that are subject to a then-current Regulation S offering that was undertaking by the Company (the “Exchange”). On May 9, 2017, the Exchange closed and, as a result, NHL became a wholly owned subsidiary of Novo Integrated Sciences, Inc. The Exchange was accounted for as a reverse acquisition under the purchase method of accounting since NHL obtained control of Novo Integrated Sciences, Inc. 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 closing date of the Exchange, the net assets of the legal acquirer, Novo Integrated Sciences, Inc., were $6,904. On May 9, 2017, our Board of Directors determined, in connection with the closing of the Exchange, to change our fiscal year end from December 31 to August 31, but did not memorialize such determination in writing. On July 17, 2017, the Board ratified and memorialized in writing its May 9, 2017 determination regarding the change in fiscal year end. The unaudited consolidated financial statements are prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company’s financial position, the results of its operations, and cash flows for the periods presented. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. The results of operations for the three months ended November 30, 2017 are not necessarily indicative of the results for the year ending August 31, 2018. Basis of Presentation The accompanying consolidated financial statements were prepared in conformity with U.S. GAAP. The Company’s Canadian subsidiaries’ functional currency is the Canadian Dollar (“CAD”); however, the accompanying consolidated financial statements were translated and presented in United States Dollars (“$” 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 November 30, 2017 November 30, 2016 August 31, 2017 Period end: CAD to USD exchange rate $ 0.7761 $ 0.7447 $ 0.7988 Average period: CAD to USD exchange rate $ 0.7973 $ 0.7537 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Nov. 30, 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., an 80% interest in Novo Healthnet Kemptville Centre, Inc., a Back on Track Physiotherapy and Health Centre clinic operated by NHL, and a fifty percent stake in a joint venture with the Sophie Freeman Dental Hygiene Professional Corporation operated as Novo Dental. All of the Company’s subsidiaries are incorporated under the laws of the Province of Ontario, Canada. All intercompany transactions have been eliminated. 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 November 30, 2017 and August 31, 2017, the allowance for uncollectible accounts receivable was $474,376 and $507,636, respectively. Property and Equipment Property 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 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 Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. Under accounting requirements, goodwill is not amortized but is subject to annual impairment tests. The Company recorded goodwill of $388,050 at November 30, 2017 related to its acquisition of Apka Health, Inc. during fiscal year ended August 31, 2017. As of August 31, 2017, the Company performed the required impairment review. Based on its review at August 31, 2017, the Company believes there was no impairment of its goodwill. Acquisition Deposits The Company has signed letters of understanding with two potential acquisition candidates which includes refundable acquisition deposits totaling $1,128,987 at November 30, 2017. 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 use 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 November 30, 2017 and August 31, 2017, 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 U.S. 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 $1,365,031 and $1,240,844 at November 30, 2017 and August 31, 2017, 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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) 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 | 3 Months Ended |
Nov. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 – Related Party Transactions Due to related parties 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 | 3 Months Ended |
Nov. 30, 2017 | |
Receivables [Abstract] | |
Other Receivables | Note 4 – Other Receivables Other receivables at November 30, 2017 and August 31, 2017 consisted of the following: November 30, 2017 August 31, 2017 Notes receivable dated November 15, 2014; accrues interest at 8% per annum; secured by assets; due November 15, 2016. $ - $ 39,940 Notes receivable dated April 1, 2015 and amended on May 23, 2017; accrues interest at 12% per annum; secured by certain assets; due May 23, 2018. 291,037 299,550 Advance to corporation; non-interest bearing; unsecured; payable upon demand 31,044 32,534 Advance to corporation; non-interest bearing; unsecured; payable upon demand 58,208 - Total other receivables $ 380,289 $ 372,024 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Nov. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 – Property and Equipment Property and equipment at November 30, 2017 and August 31, 2017 consisted of the following: November 30, 2017 August 31, 2017 Leasehold Improvements $ 320,607 $ 329,985 Clinical equipment 167,524 177,514 Computer equipment 21,345 21,020 Office equipment 23,628 24,319 Furniture and fixtures 25,854 18,218 558,958 571,056 Accumulated depreciation (275,084 ) (268,105 ) Total $ 283,874 $ 302,951 Depreciation expense for the three months ended November 30, 2017 and 2016 was $14,998 and $15,580, respectively. |
Notes Payable
Notes Payable | 3 Months Ended |
Nov. 30, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes Payable Notes payable at November 30, 2017 and August 31, 2017 consisted of the following: November 30, 2017 August 31, 2017 Notes payable to financial institution; accrues interest at 7.2% per annum; monthly principal and interest payment of $3,567; unsecured; due October 2017. This note has been fully repaid. - 7,134 Notes payable issued in connection with purchase of assets; accrues interest at 0% per annum; due on March 21, 2019. 388,050 399,400 Notes payable assumed with acquisition; accrues interest at 6% per annum; monthly principal and interest payment of $619; unsecured; due April 8, 2019. 20,391 20,988 408,441 427,522 Current portion (6,073 ) (13,171 ) Long-term portion $ 402,368 $ 414,351 Aggregate future maturities of notes payable as of November 30 are as follows: Twelve months ending November 30, 2018 $ 6,073 2019 402,368 $ 408,441 |
Debentures, Related Parties
Debentures, Related Parties | 3 Months Ended |
Nov. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debentures, Related Parties | Note 7 – Debentures, related parties On September 30, 2013, the Company issued five debentures totaling $4,968,990 (CAD$6,402,512) at November 30, 2017 in connection with the acquisition of certain business assets. The holders of the debentures are current stockholders, officers and/or affiliates of the Company. The debentures are secured by all the assets of the Company, accrue interest at 8% per annum and were originally due on September 30, 2016. On December 2, 2017, the debenture holders agreed to extend the due date to September 30, 2019. On December 5, 2017, the debenture holders and the Company signed a binding Letter of Intent to convert no less than seventy-five percent (75%) of the debenture value plus any interest or fees owed to the Company’s common stock. The per share price to be used for the conversion of each debenture will be the average price of the five (5) trading days immediately preceding the date of conversion with a ten (10) percent premium added to the calculated per share price. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Nov. 30, 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 November 30, 2017 and August 31, 2017 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 November 30, 2017 and August 31, 2017 there were 201,837,254 and 201,837,254 common shares issued and outstanding, respectively. Stock options/warrants On September 8, 2015, the Company adopted the 2015 Incentive Compensation Plan (the “2015 Plan”), which authorizes the issuance of up to 5,000,000 shares of common stock to employees, officers, directors or independent consultants of the Company, provided that no person can be granted shares under the 2015 Plan for services related to raising capital or promotional activities. During 2017 and 2016, the Company did not grant any awards under the 2015 Plan. As of August 31, 2017, 4,987,500 shares were available under the 2015 Plan for future grants, awards, options or share issuances. However, because the shares issuable under the 2015 Plan or issuable upon conversion of awards granted under the Plan are no longer registered under the Securities Exchange Act of 1934, as amended, the Company does not intend to issue any additional grants under the 2015 Plan. 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, 2017 7,860,000 $ 0.266 3.53 $ 660,000 Granted 120,000 0.400 Forfeited - Exercised - Outstanding, November 30, 2017 7,980,000 0.268 3.56 1,797,200 Exercisable, November 30, 2017 6,920,000 $ 0.259 3.36 $ 1,653,600 The exercise price for options/warrants outstanding at November 30, 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 1,000,000 0.32 - 0.32 120,000 0.40 60,000 0.40 100,000 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 7,980,000 6,920,000 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 $0.58 and the weighted-average exercise price of such options/warrants was $0.42. 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. For options granted during fiscal year 2018 where the exercise price equaled the stock price at the date of the grant, the weighted-average fair value of such options was $0.39 and the weighted-average exercise price of such options/warrants was $0.40. No options were granted during fiscal 2018 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 $142,665 during the three months ended November 30, 2017. At November 30, 2017, the unamortized stock option expense was $286,413. 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 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Nov. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – 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 November 30, 2017, 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 $191,940 and $193,501 for the three months ended November 30, 2017 and 2016, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Nov. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events On December 1, 2017, the Company and Executive Fitness Leaders , located in Ottawa Ontario Canada, On December 2, 2017, the Company and certain related party debenture holders of five debentures totaling $4,968,990 (CAD$6,402,512) dated September 30, 2013 with an original due date of September 30, 2016 (see Note 7 for further details) agreed to extend the due date of the debentures to September 30, 2019. On December 5, 2017, the related party debenture holders and the Company signed a binding Letter of Intent to convert no less than 75% of the debenture value, plus any interest or fees owed, to the Company’s common stock. The per share price to be used for the conversion of each debenture will be the average price of the five trading days immediately preceding the date of conversion with a 10% premium added to the calculated per share price. On December 26, 2017, the Company entered into a binding letter of intent (the “LOI”) with Brands International Corporation (“Brands”), pursuant to which the Company agreed to acquire 60% of the issued and outstanding shares of Brands in exchange for the arrangement of secured debt financing in the amount of CAD$2,350,000 (approximately $1,873,256 per the Bank of Canada posted exchange rate of 0.7977 on December 29, 2017) arranged or provided by the Company (the “Acquisition”). Upon completion of the Acquisition, the Company will own 60% of Brands’ issued and outstanding shares and Brands will be a partially-owned subsidiary of the Company. In connection with the Acquisition, the Company will enter into a shareholder agreement with Mark Rubinoff and a management agreement with Mark Rubinoff and DJ Robinoff. In addition, pursuant to the terms of the LOI, the Company agreed to provide Mark Rubinoff with a buyout structure for the remaining 40% of Brands’ shares with a trigger date of 24 months from the closing of the Acquisition. The parties to the LOI agreed to proceed reasonably and in good faith toward negotiation and execution of a definitive acquisition agreement (a “Definitive Agreement”), and to use their commercially reasonable best efforts to obtain necessary board, stockholder and regulatory approvals and third party consents. The parties to the LOI also agreed that from the date of the LOI until the earlier of January 30, 2018 (the “Termination Date”) and the date the parties enter into a Definitive Agreement, the parties and their respective directors, officers, agents and representatives will not: ● solicit, initiate or encourage the initiation of any expression of interest, inquiries or proposals regarding, constituting or that may reasonably be expected to lead to any merger, amalgamation, takeover bid, tender offer, arrangement, recapitalization, liquidations, dissolution, share exchange, sale of material assets involving the parties or a proposal or offer to do so (the “Acquisition Proposal”) (including without limitation, any grant of an option or other right to take any such action); ● participate in any discussions or negotiations regarding an Acquisition Proposal; ● accept or enter into, or propose publicly to accept or enter into, any agreement, letter of intent, memorandum of understanding or any arrangement in respect of an Acquisition Proposal; and ● otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any person to do any of the foregoing. In addition, Brands agreed not to solicit funds in any secured or unsecured debt form resulting in a change in the company’s financials unless the Company is made aware of such solicitation in writing. If the Definitive Agreement is not negotiated and executed by both parties on or before the Termination Date, or such other date as agreed to by the parties in writing, the terms of the LOI will be of no further force or effect except for the confidentiality, costs and governing laws provisions, which sections will remain in effect for a period of one year following the date on which the LOI is terminated. On December 29, 2017, the Company entered into an employment agreement (the “Employment Agreement”) with Christopher David, the Company’s President and a member of the board of directors, effective January 1, 2018. The Employment Agreement terminates on July 30, 2018, subject to the termination provisions contained in the Employment Agreement. 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 (the “Option”) to purchase 2,000,000 shares of the Company’s restricted common stock at an exercise price of $0.42 per share. The Option vested on December 29, 2017. Pursuant to the terms of the Employment Agreement, the Company may terminate Mr. David at any time, with or without Cause (as defined below); provided, however, that if the Company terminates Mr. David without Cause: (a) The Option shall be deemed fully vested effective as of December 29, 2017, and is not subject to revocation or return, and (b) The Company will continue to owe Mr. David his monthly salary through July 30, 2018. “Cause” means Mr. David must have (i) been willful, gross or persistent in his inattention to his duties or he committed acts which constitute willful or gross misconduct and, after written notice of the same, has been given the opportunity to cure the same within 30 days after such notice, and (ii) been found guilty of having committed a fraud against the Company. On December 29, 2017, the Company granted the Option to Mr. David pursuant to that certain Option to Purchase Common Stock (the “Option Agreement”). The Option Agreement provides for the cashless exercise of all or a portion of the Option, or exercise through payment of the exercise price in cash. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Nov. 30, 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., an 80% interest in Novo Healthnet Kemptville Centre, Inc., a Back on Track Physiotherapy and Health Centre clinic operated by NHL, and a fifty percent stake in a joint venture with the Sophie Freeman Dental Hygiene Professional Corporation operated as Novo Dental. All of the Company’s subsidiaries are incorporated under the laws of the Province of Ontario, Canada. All intercompany transactions have been eliminated. |
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 November 30, 2017 and August 31, 2017, the allowance for uncollectible accounts receivable was $474,376 and $507,636, respectively. |
Property and Equipment | Property and Equipment Property 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 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 |
Goodwill | Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. Under accounting requirements, goodwill is not amortized but is subject to annual impairment tests. The Company recorded goodwill of $388,050 at November 30, 2017 related to its acquisition of Apka Health, Inc. during fiscal year ended August 31, 2017. As of August 31, 2017, the Company performed the required impairment review. Based on its review at August 31, 2017, the Company believes there was no impairment of its goodwill. |
Acquisition Deposits | Acquisition Deposits The Company has signed letters of understanding with two potential acquisition candidates which includes refundable acquisition deposits totaling $1,128,987 at November 30, 2017. |
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 use 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 November 30, 2017 and August 31, 2017, 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 U.S. 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 $1,365,031 and $1,240,844 at November 30, 2017 and August 31, 2017, 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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) 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 Pre17
Organization and Basis of Presentation (Tables) | 3 Months Ended |
Nov. 30, 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: November 30, 2017 November 30, 2016 August 31, 2017 Period end: CAD to USD exchange rate $ 0.7761 $ 0.7447 $ 0.7988 Average period: CAD to USD exchange rate $ 0.7973 $ 0.7537 |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Assets | Depreciation of property and equipment is provided using the 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) | 3 Months Ended |
Nov. 30, 2017 | |
Receivables [Abstract] | |
Schedule of Other Receivables | Other receivables at November 30, 2017 and August 31, 2017 consisted of the following: November 30, 2017 August 31, 2017 Notes receivable dated November 15, 2014; accrues interest at 8% per annum; secured by assets; due November 15, 2016. $ - $ 39,940 Notes receivable dated April 1, 2015 and amended on May 23, 2017; accrues interest at 12% per annum; secured by certain assets; due May 23, 2018. 291,037 299,550 Advance to corporation; non-interest bearing; unsecured; payable upon demand 31,044 32,534 Advance to corporation; non-interest bearing; unsecured; payable upon demand 58,208 - Total other receivables $ 380,289 $ 372,024 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at November 30, 2017 and August 31, 2017 consisted of the following: November 30, 2017 August 31, 2017 Leasehold Improvements $ 320,607 $ 329,985 Clinical equipment 167,524 177,514 Computer equipment 21,345 21,020 Office equipment 23,628 24,319 Furniture and fixtures 25,854 18,218 558,958 571,056 Accumulated depreciation (275,084 ) (268,105 ) Total $ 283,874 $ 302,951 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable at November 30, 2017 and August 31, 2017 consisted of the following: November 30, 2017 August 31, 2017 Notes payable to financial institution; accrues interest at 7.2% per annum; monthly principal and interest payment of $3,567; unsecured; due October 2017. This note has been fully repaid. - 7,134 Notes payable issued in connection with purchase of assets; accrues interest at 0% per annum; due on March 21, 2019. 388,050 399,400 Notes payable assumed with acquisition; accrues interest at 6% per annum; monthly principal and interest payment of $619; unsecured; due April 8, 2019. 20,391 20,988 408,441 427,522 Current portion (6,073 ) (13,171 ) Long-term portion $ 402,368 $ 414,351 |
Schedule of Future Maturities of Notes Payable | Aggregate future maturities of notes payable as of November 30 are as follows: Twelve months ending November 30, 2018 $ 6,073 2019 402,368 $ 408,441 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Nov. 30, 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, 2017 7,860,000 $ 0.266 3.53 $ 660,000 Granted 120,000 0.400 Forfeited - Exercised - Outstanding, November 30, 2017 7,980,000 0.268 3.56 1,797,200 Exercisable, November 30, 2017 6,920,000 $ 0.259 3.36 $ 1,653,600 |
Schedule of Options and Warrants Outstanding and Exercisable | The exercise price for options/warrants outstanding at November 30, 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 1,000,000 0.32 - 0.32 120,000 0.40 60,000 0.40 100,000 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 7,980,000 6,920,000 |
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 Pre23
Organization and Basis of Presentation (Details Narrative) - USD ($) | Apr. 25, 2017 | Nov. 30, 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 | |
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 Pre24
Organization and Basis of Presentation - Schedule of Foreign Currency Translation, Exchange Rate Used (Details) - CAD [Member] | Nov. 30, 2017 | Aug. 31, 2017 | Nov. 30, 2016 |
Period End [Member] | |||
Foreign currency exchange rate | 0.7761 | 0.7988 | 0.7447 |
Average Period [Member] | |||
Foreign currency exchange rate | 0.7973 | 0.7537 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Nov. 30, 2017 | Aug. 31, 2017 | |
Allowance for uncollectible accounts receivable | $ 474,376 | $ 507,636 |
Goodwill | 388,050 | 399,400 |
Acquisition deposits | $ 1,128,987 | 1,162,009 |
Potentially dilutive common stock options and warrants outstanding, shares | 7,980,000 | |
Gain on foreign currency transactions | $ 1,365,031 | $ 1,240,844 |
Novo Healthnet Kemptville Centre, Inc [Member] | ||
Equity method investment, ownership percentage | 80.00% |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Details) | 3 Months Ended |
Nov. 30, 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 ($) | Nov. 30, 2017 | Aug. 31, 2017 |
Total other receivables | $ 380,289 | $ 372,024 |
Notes Receivable Dated November 15, 2014 [Member] | ||
Total other receivables | 39,940 | |
Notes Receivable Dated April 1, 2015 and May 23, 2017 [Member] | ||
Total other receivables | 291,037 | 299,550 |
Advance to Corporation One [Member] | ||
Total other receivables | 31,044 | 32,534 |
Advance to Corporation Two [Member] | ||
Total other receivables | $ 58,208 |
Other Receivables - Schedule 28
Other Receivables - Schedule of Other Receivables (Details) (Parenthetical) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2017 | Aug. 31, 2017 | |
Notes Receivable Dated November 15, 2014 [Member] | ||
Percentage of accrues interest per annum | 8.00% | 8.00% |
Notes receivable due date | Nov. 15, 2016 | Nov. 15, 2016 |
Notes Receivable Dated April 1, 2015 and May 23, 2017 [Member] | ||
Percentage of accrues interest per annum | 12.00% | 12.00% |
Notes receivable due date | May 23, 2018 | May 23, 2018 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 14,998 | $ 15,580 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Nov. 30, 2017 | Aug. 31, 2017 |
Property and equipment, gross | $ 558,958 | $ 571,056 |
Accumulated depreciation | (275,084) | (268,105) |
Total | 283,874 | 302,951 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 320,607 | 329,985 |
Clinical Equipment [Member] | ||
Property and equipment, gross | 167,524 | 177,514 |
Computer Equipment [Member] | ||
Property and equipment, gross | 21,345 | 21,020 |
Office Equipment [Member] | ||
Property and equipment, gross | 23,628 | 24,319 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | $ 25,854 | $ 18,218 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Nov. 30, 2017 | Aug. 31, 2017 |
Note payable | $ 408,441 | $ 427,522 |
Current portion | (6,073) | (13,171) |
Long-term portion | 402,368 | 414,351 |
Note Payable One [Member] | ||
Note payable | 7,134 | |
Note Payable Two [Member] | ||
Note payable | 388,050 | 399,400 |
Note Payable Three [Member] | ||
Note payable | $ 20,391 | $ 20,988 |
Notes Payable - Schedule of N32
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2017 | Aug. 31, 2017 | |
Notes payable, due date | Sep. 30, 2016 | |
Note Payable One [Member] | ||
Percentage of accrues interest per annum | 7.20% | 7.20% |
Notes payable, due date | Oct. 31, 2017 | Oct. 31, 2017 |
Debt periodic payment | $ 3,567 | $ 3,567 |
Note Payable Two [Member] | ||
Percentage of accrues interest per annum | 0.00% | 0.00% |
Notes payable, due date | Mar. 21, 2019 | Mar. 21, 2019 |
Note Payable Three [Member] | ||
Percentage of accrues interest per annum | 6.00% | 6.00% |
Notes payable, due date | Apr. 8, 2019 | Apr. 8, 2019 |
Debt periodic payment | $ 619 | $ 619 |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Maturities of Notes Payable (Details) | Nov. 30, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 6,073 |
2,019 | 402,368 |
Total | $ 408,441 |
Debentures, Related Parties (De
Debentures, Related Parties (Details Narrative) | 3 Months Ended | |
Nov. 30, 2017CAD | Sep. 30, 2013USD ($) | |
Debt interest rate | 8.00% | |
Debt due date | Sep. 30, 2016 | |
Debt conversion description | The per share price to be used for the conversion of each debenture will be the average price of the five (5) trading days immediately preceding the date of conversion with a ten (10) percent premium added to the calculated per share price. | |
December 2, 2017 [Member] | ||
Debt extended due date | Sep. 30, 2019 | |
December 5, 2017 [Member] | Maximum [Member] | ||
Debt interest rate | 75.00% | |
Five Debentures [Member] | ||
Debentures, related parties | $ | $ 4,968,990 | |
Five Debentures [Member] | CAD [Member] | ||
Debentures, related parties | CAD | CAD 6,402,512 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | Sep. 08, 2015 | Nov. 30, 2017 | Aug. 31, 2017 |
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 | 201,837,254 | 201,837,254 | |
Common stock shares outstanding | 201,837,254 | 201,837,254 | |
Stock options granted weighted-average grant date fair value | $ 0.58 | ||
Stock options/warrants weighted-average exercise | $ 0.42 | ||
Stock option expense | $ 142,665 | ||
Unamortized stock option expense | $ 286,413 | ||
2018 [Member] | |||
Stock options granted weighted-average grant date fair value | $ 0.39 | ||
Stock options/warrants weighted-average exercise | $ 0.40 | ||
2015 Incentive Compensation Plan [Member] | |||
Number of shares issued for granted | 4,987,500 | ||
2015 Incentive Compensation Plan [Member] | Maximum [Member] | |||
Number of common stock shares issued | 5,000,000 |
Stockholders_ Deficit - Schedul
Stockholders’ Deficit - Schedule of Stock Option and Warrant Activity (Details) | 3 Months Ended |
Nov. 30, 2017USD ($)$ / sharesshares | |
Equity [Abstract] | |
Options/Warrants Outstanding, Beginning balance | 7,860,000 |
Options/Warrants Outstanding, Granted | 120,000 |
Options/Warrants Outstanding, Forfeited | |
Options/Warrants Outstanding, Exercised | |
Options/Warrants Outstanding, Ending balance | 7,980,000 |
Options/Warrants Outstanding, Exercisable | 6,920,000 |
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 0.266 |
Weighted Average Exercise Price, Granted | $ / shares | 0.400 |
Weighted Average Exercise Price, Ending balance | $ / shares | 0.268 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.259 |
Weighted Average Remaining Contractual Life, Outstanding, Beginning balance | 3 years 6 months 10 days |
Weighted Average Remaining Contractual Life, Outstanding, Ending balance | 3 years 6 months 21 days |
Weighted Average Remaining Contractual Life, Exercisable | 3 years 4 months 9 days |
Aggregate Intrinsic Value, Outstanding, Beginning balance | $ | $ 660,000 |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ | 1,797,200 |
Aggregate Intrinsic Value, Exercisable | $ | $ 1,653,600 |
Stockholders_ Deficit - Sched37
Stockholders’ Deficit - Schedule of Options and Warrants Outstanding and Exercisable (Details) | Nov. 30, 2017$ / sharesshares |
Number of Options/Warrants, Outstanding | 7,980,000 |
Number of Options/Warrants, Exercisable | 6,920,000 |
Exercise Price Range One [Member] | |
Number of Options/Warrants, Outstanding | 5,500,000 |
Number of Options/Warrants, Outstanding, Exercise Price | $ / shares | $ 0.16 |
Number of Options/Warrants, Exercisable | 5,500,000 |
Number of Options/Warrants, Exercisable, Exercise Price | $ / shares | $ 0.16 |
Exercise Price Range Two [Member] | |
Number of Options/Warrants, Outstanding | 1,000,000 |
Number of Options/Warrants, Outstanding, Exercise Price | $ / shares | $ 0.32 |
Number of Options/Warrants, Exercisable | |
Number of Options/Warrants, Exercisable, Exercise Price | $ / shares | $ 0.32 |
Exercise Price Range Three [Member] | |
Number of Options/Warrants, Outstanding | 120,000 |
Number of Options/Warrants, Outstanding, Exercise Price | $ / shares | $ 0.40 |
Number of Options/Warrants, Exercisable | 60,000 |
Number of Options/Warrants, Exercisable, Exercise Price | $ / shares | $ 0.40 |
Exercise Price Range Four [Member] | |
Number of Options/Warrants, Outstanding | 100,000 |
Number of Options/Warrants, Outstanding, Exercise Price | $ / shares | $ 0.50 |
Number of Options/Warrants, Exercisable | 100,000 |
Number of Options/Warrants, Exercisable, Exercise Price | $ / shares | $ 0.50 |
Exercise Price Range Five [Member] | |
Number of Options/Warrants, Outstanding | 1,000,000 |
Number of Options/Warrants, Outstanding, Exercise Price | $ / shares | $ 0.62 |
Number of Options/Warrants, Exercisable | 1,000,000 |
Number of Options/Warrants, Exercisable, Exercise Price | $ / shares | $ 0.62 |
Exercise Price Range Six [Member] | |
Number of Options/Warrants, Outstanding | 250,000 |
Number of Options/Warrants, Outstanding, Exercise Price | $ / shares | $ 0.80 |
Number of Options/Warrants, Exercisable | 250,000 |
Number of Options/Warrants, Exercisable, Exercise Price | $ / shares | $ 0.80 |
Exercise Price Range Seven [Member] | |
Number of Options/Warrants, Outstanding | 10,000 |
Number of Options/Warrants, Outstanding, Exercise Price | $ / shares | $ 2 |
Number of Options/Warrants, Exercisable | 10,000 |
Number of Options/Warrants, Exercisable, Exercise Price | $ / shares | $ 2 |
Stockholders_ Deficit - Sched38
Stockholders’ Deficit - Schedule of Fair Value of Options Granted by Using Valuation Assumptions (Details) | 3 Months Ended |
Nov. 30, 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% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating leases expiration date | 2,023 | |
Rent expense | $ 191,940 | $ 193,501 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Dec. 29, 2017USD ($)$ / sharesshares | Dec. 26, 2017USD ($) | Dec. 05, 2017 | Dec. 02, 2017USD ($) | Dec. 01, 2017USD ($)shares | Nov. 30, 2017CAD$ / sharesshares | Dec. 26, 2017CAD | Dec. 02, 2017CAD | Sep. 30, 2013USD ($) |
Debt due date | Sep. 30, 2016 | ||||||||
Debt interest rate | 8.00% | ||||||||
Debt conversion description | The per share price to be used for the conversion of each debenture will be the average price of the five (5) trading days immediately preceding the date of conversion with a ten (10) percent premium added to the calculated per share price. | ||||||||
Number of options granted to purchase shares of common stock | shares | 120,000 | ||||||||
Stock option exercise price | $ / shares | $ 0.400 | ||||||||
Five Debentures [Member] | |||||||||
Debentures, related parties | $ 4,968,990 | ||||||||
Five Debentures [Member] | CAD [Member] | |||||||||
Debentures, related parties | CAD | $ 6,402,512 | ||||||||
Subsequent Event [Member] | |||||||||
Debt due date | Sep. 30, 2016 | ||||||||
Debt extended due date | Sep. 30, 2019 | ||||||||
Debt interest rate | 75.00% | ||||||||
Debt conversion description | The per share price to be used for the conversion of each debenture will be the average price of the five trading days immediately preceding the date of conversion with a 10% premium added to the calculated per share price. | ||||||||
Subsequent Event [Member] | Brands International Corporation [Member] | |||||||||
Debentures, related parties | $ 1,873,256 | ||||||||
Percentage acquired for issued and outstanding shares | 60.00% | ||||||||
Bank exchange rate, description | Bank of Canada posted exchange rate of 0.7977 on December 29, 2017 | ||||||||
Subsequent Event [Member] | CAD [Member] | Brands International Corporation [Member] | |||||||||
Debentures, related parties | CAD | CAD 2,350,000 | ||||||||
Subsequent Event [Member] | Five Debentures [Member] | |||||||||
Debentures, related parties | $ 4,968,990 | ||||||||
Subsequent Event [Member] | Five Debentures [Member] | CAD [Member] | |||||||||
Debentures, related parties | CAD | CAD 6,402,512 | ||||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | |||||||||
Number of restricted shares issued | shares | 384,110 | ||||||||
Number of restricted shares issued value | $ 233,155 | ||||||||
Subsequent Event [Member] | Shareholder Agreement [Member] | Mark Rubinoff [Member] | |||||||||
Percentage acquired for issued and outstanding shares | 40.00% | ||||||||
Subsequent Event [Member] | Employment Agreement [Member] | |||||||||
Monthly salary | $ 8,000 | ||||||||
Option term | 5 years | ||||||||
Number of options granted to purchase shares of common stock | shares | 2,000,000 | ||||||||
Stock option exercise price | $ / shares | $ 0.42 |