Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Feb. 28, 2015 | Apr. 01, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Event Cardio Group Inc. | |
Entity Central Index Key | 1394130 | |
Document Type | 10-Q | |
Document Period End Date | 28-Feb-15 | |
Amendment Flag | TRUE | |
Current Fiscal Year End Date | -23 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 93,847,702 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2015 | |
Amendment Description | Addition of XBRL files. |
Balance_Sheets_Unaudited
Balance Sheets (Unaudited) (USD $) | Feb. 28, 2015 | Aug. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Cash | $52,384 | $86,617 |
Prepaid expenses | 354,750 | |
Total Current Assets | 407,134 | 86,617 |
Property and Equipment, net | 1,926 | 2,960 |
Financing Costs, net | 20,884 | 40,097 |
Intangible Asset | 501,064 | |
TOTAL ASSETS | 931,008 | 129,674 |
Accounts payable | 232,500 | 56,197 |
Payables pursuant to license agreement | 12,500 | |
Due to related parties | 82,047 | 74,423 |
Total Current Liabilities | 327,047 | 130,620 |
Long-Term Debt - Related Parties | 529,354 | 384,978 |
TOTAL LIABILITIES | 856,401 | 515,598 |
Preferred stock, $0.001 par value; 10,000,000 shares authorized, 10,000,000 shares issued and outstanding | ||
Common stock,190,000,000 shares authorized at $0.001 par value, 79,500,000 common shares issued and outstanding at August 31, 2014 and 95,260,321 at February 28, 2015 | 95,260 | 79,500 |
Additional paid in capital | 951,187 | |
Accumulated other comprehensive income | 81,520 | 4,999 |
Accumulated deficit | -1,053,360 | -457,483 |
Total Event Cardio Group Inc. stockholders equity (deficiency) | 74,607 | -372,984 |
Non-controlling interest | -12,940 | |
TOTAL STOCKHOLDERS EQUITY (DEFICIT) | 74,607 | -385,924 |
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) | $931,008 | $129,674 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Feb. 28, 2015 | Aug. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred Stock Par Value | $0.00 | $0.00 |
Preferred Stock Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock Shares Issued | 10,000,000 | 10,000,000 |
Preferred Stock Shares Outstanding | 10,000,000 | 10,000,000 |
Common Stock Par Value | $0.00 | $0.00 |
Common Stock Shares Authorized | 190,000,000 | 190,000,000 |
Common Stock Shares Issued | 95,260,321 | 79,500,000 |
Common Stock Shares Outstanding | 95,260,321 | 79,500,000 |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating Expenses | ||||
General and administrative | 214,227 | 5,813 | 320,886 | 11,374 |
Research and development | 55,599 | 215,099 | ||
Total Operating Expenses | 269,826 | 5,813 | 535,985 | 11,374 |
Loss from Operations | -269,826 | -5,813 | -535,985 | -11,374 |
Other Expense | ||||
Interest expense - related parties | 20,479 | 40,069 | ||
Net Loss | -290,305 | -5,813 | -576,054 | -11,374 |
Other Comprehensive Income | ||||
Foreign currency translation adjustment | 92,677 | 76,521 | ||
Total Comprehensive Loss | ($197,628) | ($5,813) | ($499,533) | ($11,374) |
Loss per Share - Basic and Diluted | $0 | $0 | $0 | $0 |
Weighted Average Shares - Basic and Diluted | 90,301,774 | 79,500,000 | 88,683,381 | 79,500,000 |
Shareholders_Equity_Unaudited
Shareholders Equity (Unaudited) (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning Balance, Value at Aug. 31, 2014 | $79,500 | $4,999 | ($457,483) | ($12,940) | ($385,924) | |
Beginning Balance, Shares at Aug. 31, 2014 | 79,500,000 | |||||
Effect of reverse merger, Shares | 6,882,773 | |||||
Effect of reverse merger, Value | 6,883 | -19,823 | 12,940 | |||
Issuance of common stock for cash, Shares | 1,750,000 | 1,750,000 | ||||
Issuance of common stock for cash, Value | 1,750 | 195,250 | 197,000 | |||
Issuance of common stock for services, Shares | 4,300,000 | 4,300,000 | ||||
Issuance of common stock for services, Value | 4,300 | 382,700 | 387,000 | |||
Issued as settlement of payables pursuant to license agreement, Shares | 2,827,548 | 2,827,548 | ||||
Issued as settlement of payables pursuant to license agreement, Value | 2,827 | 373,237 | 376,064 | |||
Net loss for year | 76,521 | -576,054 | -576,054 | |||
Ending Balance, Value at Feb. 28, 2015 | $95,260 | $951,187 | $81,520 | ($1,053,360) | $74,607 | |
Ending Balance, Shares at Feb. 28, 2015 | 95,260,321 |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Cash Flows from Operating Activities | ||
Net loss | ($576,054) | ($11,374) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 699 | |
Amortization of prepaid expenses | 32,250 | |
Amortization of financing costs | 15,134 | |
Changes in assets and liabilities: | ||
Accounts payable | 176,303 | 10,839 |
Net cash used in operating activities | -351,668 | -535 |
Cash Flows from Investing Activities | ||
Purchase of intangible asset | -112,500 | |
Net cash used in investing activities | -112,500 | |
Cash Flows from Financing Activities | ||
Advances on due from related parties | 11,798 | 477 |
Proceeds from long-term debt - related parties | 195,163 | |
Proceeds from issuance of common shares | 197,000 | |
Net cash provided by financing activities | 403,961 | 477 |
Effect of exchange rate on cash | 25,974 | |
Decrease in Cash | -34,233 | -58 |
Cash, beginning of period | 86,617 | 11,481 |
Cash, end of period | $52,384 | $11,423 |
1_OVERVIEW
1. OVERVIEW | 6 Months Ended |
Feb. 28, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. OVERVIEW | 1. OVERVIEW |
Description of Business | |
Sunrise Holdings Limited was incorporated on October 26, 2005 under the laws of Nevada. It changed its name to Event Cardio Group Inc. (the "Company") on November 7, 2014. The Company is developing a cardiac monitoring device based on a wireless and leadless advance cardiac monitor. Upon completion of the development the device will collect medical data and transmit it to physicians for diagnostic evaluation. The Company also has a license agreement to distribute a patented product in the use of breast disease detection. | |
The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements and does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915. | |
Going Concern | |
As shown in the accompanying financial statements, the Company has not generated any revenue since inception, has incurred losses, and has an accumulated deficit of $1,053,360 as of February 28, 2015. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties. | |
These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiating with other business entities for potential acquisitions and/or acquiring new clients to generate revenues. There is no assurance that the Company will ever be profitable. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. | |
Basis of Presentation | |
The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of February 28, 2015 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended February 28, 2015 are not necessarily indicative of the operating results for the full fiscal year or any future period. These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the form 8-K/A filed with the SEC on November 26, 2014. | |
These financial statements contain the accounts of the Company and the accounts of the Company's subsidiaries 2340960 Ontario Inc. and EFIL Sub of ECG Inc. as at February 28, 2015 and August 31, 2014 Any inter-company accounts and transactions are eliminated. | |
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and are presented in United States Dollars. |
2_SUMMARY_OF_SIGNIFICANT_ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Feb. 28, 2015 | |
Accounting Policies [Abstract] | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Use of Estimates | |
In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting years. Actual results could differ from those estimates. | |
Fair Value Measurements | |
ASC 820, “Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, inputs other than level one that are either directly or indirectly observable such as quoted prices for identical or similar assets or liabilities on markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company had no assets or liabilities required to be recorded at fair value on a recurring basis as of February 28, 2015 or August 31, 2014. | |
Cash and Cash Equivalents | |
The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of February 28, 2015 or August 31, 2014. | |
Concentration of Credit Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. | |
Income Taxes | |
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. | |
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, the Company has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized. | |
The Company files income tax returns in Canada and the United States with varying statutes of limitations. The Company's policy is to recognize interest expense and penalties related to income tax matters as a component of our provision for income taxes. There were no accrued interest and penalties associated with uncertain tax positions as of February 28, 2015. | |
Foreign Currency Translation | |
The Company's reporting and functional currency is the U.S. dollar. The Company's Canadian operation's functional currency is the Canadian dollar. The Company's U.S. subsidiary's functional currency is the U.S. dollar. | |
Transactions originating in Canadian dollars are translated to the functional currency of the US dollar as follows: using year end rates of exchange for financial assets and liabilities, average rates of exchange for the period of transactions for revenues and expenses and historical rates for property and equipment and equity. | |
The financial statements of the Company's Canadian operations are translated from the functional currency of the Canadian dollar into the reporting currency of the United States dollar in accordance with ASC 830, Foreign Currency Matters, using year end rates of exchange for assets and liabilities, average rates of exchange for the period for revenues and expenses and historical rates for equity. | |
Translation adjustments resulting from the process of translating the functional currency of Canadian dollar Canadian operation's financial statements into the reporting currency of U.S. dollar financial statements are included in determining comprehensive income. As of February 28, 2015 and August 31, 2014, the cumulative translation adjustment of $81,519 and $4,999 respectively was classified as an item in accumulated other comprehensive income in the stockholders' deficit section of the balance sheet. For the period ended February 28, 2015 and February 28, 2014, the foreign currency translation adjustment to accumulated other comprehensive income was $76,521 and $nil respectively. | |
Comprehensive Loss | |
Comprehensive loss is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, Accounting Standards Codification (ASC) 200, Comprehensive Income, requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. For the year presented, the Company's comprehensive loss includes net loss and foreign currency translation adjustments and is presented in the statement of comprehensive loss. | |
Property and Equipment | |
Property and equipment consists of computer equipment, and is stated at cost. Property and equipment is depreciated using the straight-line method over the estimated service life of three years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property equipment are recorded upon disposal. | |
Research and Development Expenses | |
All research and development costs are expensed as incurred. | |
Intangible Asset | |
License agreement is carried at cost, net of any impairment charges. | |
Impairment of Long-Lived Assets | |
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. | |
If the carrying amount of an asset exceeds its undiscounted estimated future cash flows, an impairment review is performed. An impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. For the periods ended February 28, 2015 and August 31, 2014 there was an impairment charge of $nil and $nil, respectively with respect to license agreement. |
3_PROPERTY_EQUIPMENT
3. PROPERTY & EQUIPMENT | 6 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
3. PROPERTY & EQUIPMENT | 3. PROPERTY & EQUIPMENT | ||||||||
Property and equipment consist of the following as of February 28, 2015 and August 31, 2014: | |||||||||
28-Feb-15 | 31-Aug-14 | ||||||||
Computer | $ | 3,853 | $ | 4,439 | |||||
Accumulated depreciation | 1,927 | 1,479 | |||||||
$ | 1,926 | $ | 2,960 | ||||||
4_INTANGIBLE_ASSET
4. INTANGIBLE ASSET | 6 Months Ended |
Feb. 28, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
4. INTANGIBLE ASSET | 4. INTANGIBLE ASSET |
On October 24, 2014, the Company entered into a License Agreement with Life Medical Technologies, Inc. with respect to Life Medical’s “BreastCare DTS™” product and certain other technologies. The License Agreement grants the Company the exclusive right to distribute the BreastCare DTS™ in the United States, Canada and certain countries in Asia, including China. The Agreement calls for royalties of 5% on net sales, as defined in the License Agreement, and requires minimum annual royalties of $100,000 in 2015 and $200,000 each year thereafter. | |
The product is currently under development and as such the costs associated with the license agreement are not yet being amortized. |
5_PAYABLES_PURSUANT_TO_LICENSE
5. PAYABLES PURSUANT TO LICENSE AGREEMENT | 6 Months Ended |
Feb. 28, 2015 | |
Research and Development [Abstract] | |
5. PAYABLES PURSUANT TO LICENSE AGREEMENT | 5. PAYABLES PURSUANT TO LICENSE AGREEMENT |
As part of entering into the License Agreement described in Note 4, the Company entered into release agreements with certain creditors of Life Medical Technologies, Inc. which held judgments against Life Medical in the aggregate amount of approximately $501,000. Pursuant to the Release Agreements, the Company agreed to pay those Creditors an aggregate of $501,064, satisfied through the issuance of common shares, as described in Note 9, valued at $376,064 and payment of $125,000 cash ($12,500 which remains unpaid at February 28, 2015). The remaining $12,500 was paid on March 10, 2015. |
6_DUE_TO_RELATED_PARTIES
6. DUE TO RELATED PARTIES | 6 Months Ended |
Feb. 28, 2015 | |
Payables and Accruals [Abstract] | |
6. DUE TO RELATED PARTIES | 6. DUE TO RELATED PARTIES |
The amounts due to related parties are non-interest bearing, with no fixed terms of repayment, are payable on demand and are unsecured. As of February 28, 2015 and August 31, 2014, the amounts of due to related parties are $82,047 and $74,423 respectively. |
7_LONGTERM_DEBT_RELATED_PARTIE
7. LONG-TERM DEBT - RELATED PARTIES | 6 Months Ended |
Feb. 28, 2015 | |
Payables and Accruals [Abstract] | |
7. LONG-TERM DEBT - RELATED PARTIES | 7. LONG-TERM DEBT - RELATED PARTIES |
As at February 28, 2015, the Company has a promissory note outstanding to 2399371 Ontario Inc., a company owned by an affiliate, for $583,000 Canadian ($466,109 US$) bearing interest at 12% per annum, payable on December 1, 2015. | |
In connection with the entry into the License Agreement described in Note 4, the Company borrowed CAD $79,106 ($63,245 US$) to be repaid on December 1, 2015, together with interest at the rate of 12% per annum from 9058583 Canada Inc., a corporation owned by affiliates. In conjunction with this loan, the Company entered into a Sublicense agreement with 9508583 Canada Inc. whereby 9508583 Canada Inc. will be granted the exclusive rights to distribute the BreastCare DTS™ product in Canada with royalties payable at the rate of 5.5% of net sales, as to be defined in the Sublicense Agreement, to the Company. |
8_BUSINESS_COMBINATION
8. BUSINESS COMBINATION | 6 Months Ended |
Feb. 28, 2015 | |
Business Combinations [Abstract] | |
8. BUSINESS COMBINATION | 8. BUSINESS COMBINATION |
On September 8, 2014, the Company entered into a share exchange agreement with 2340960 Ontario Inc.'s shareholders whereby the Company acquired all of the issued and outstanding common shares of 2340960 Ontario Inc. in exchange for 79,500,000 common shares of the Company. Upon completion of this transaction, the shareholders of 2340960 Ontario Inc. held approximately 93.6% of voting control of the Company. This transaction, has been accounted for as a reverse merger with 2340960 Ontario Inc. being the acquirer and the Company being the acquiree. As part of this transaction, the Company has changed its fiscal year end from September 30th to August 31st. |
9_STOCKHOLDERS_DEFICIT
9. STOCKHOLDERS' DEFICIT | 6 Months Ended |
Feb. 28, 2015 | |
Equity [Abstract] | |
9. STOCKHOLDERS' DEFICIT | 9. STOCKHOLDERS' DEFICIT |
Common Shares and Common Share Purchase Warrant Issuance | |
On November 9, 2014, the Company issued 700,000 common shares for proceeds of $100,000. | |
On January 6, 2015, the Company issued 2,827,548 common shares valued at $376,064 in satisfaction of an obligation related to a license agreement as described in Note 5. The common shares were valued using the volume weighted average price of the company's common stock as reported by Bloomberg for the five consecutive trading days ending on the day before the 15th calendar day after consummation of this share exchange. | |
On January 30, 2015, the company issued 250,000 common shares and 250,000 common share purchase warrants for total proceeds of $25,000. The total proceeds of $25,000 have been allocated to common shares and common share purchase warrants using the relative fair value method in the amounts of $13,945 and $11,055 respectively. The common shares issued had a fair value of $25,000 based on the market price of $0.10 per common share as of the close of trading on the date prior to this transaction. The common share purchase warrants had a fair value of $19,820 using the black-scholes pricing model, based on the terms of the common share purchase warrants noted below and the following key assumptions used: | |
Risk-free interest rate 0.54% | |
Expected life 1 year | |
Price validity 288% | |
Dividend yield Nil | |
On February 2, 2015, the Company issued 800,000 common shares for proceeds of $72,000. | |
On February 2, 2015, the Company issued 4,300,000 common shares in exchange for service agreements for a fair value of $387,000, based on the market price of $0.09 per common share as of the measurement date. | |
Common Share Purchase Warrants | |
As of February 28, 2015 there are 250,000 common share purchase warrants issued and outstanding. Each warrant allows the holder to purchase 1 common share of the company at an exercise price of $0.20 per warrant up to the expiration date of January 31, 2016. | |
Equity Incentive Plan | |
The Company has created the Event Cardio Group Inc. 2015 Equity Incentive Plan ("equity incentive plan") which allows for the granting of incentive stock options to employees of the company, a parent or a subsidiary and the granting of awards other than incentive stock options to employees, directors and consultants. The maximum number of common shares which may be issued pursuant to the equity incentive plan at February 28, 2015 and February 28, 2014 is 10,000,000 and nil respectively. No incentive stock options or awards other than incentive stock options have been granted as of February 28, 2015. |
10_RELATED_PARTY
10. RELATED PARTY | 6 Months Ended |
Feb. 28, 2015 | |
Related Party Transactions [Abstract] | |
10. RELATED PARTY | 10. RELATED PARTY |
The Company is related to Contex International Technologies (Canada) Inc. ("Contex") through the fact that affiliates of the Company hold a 34% interest in 2419596 Ontario Inc, which owns Contex. | |
The Company has entered into a services agreement with Contex, whereby Contex will provide services related to the design and development of a wireless and leadless ECG cardiac monitor. The agreement runs for an initial term of one year to May 22, 2015 and will automatically renew for subsequent terms of one year unless notice of termination is given by either party in writing. | |
As at February 28, 2015 and February 28, 2014, $178,994 and $nil respectively, have been incurred related to this agreement and have been expensed in research and development expense. | |
See Note 7 regarding loans from related parties. |
11_SUBSCRIPTION_AGREEMENT_FOR_
11. SUBSCRIPTION AGREEMENT FOR CONVERTIBLE NOTES | 6 Months Ended |
Feb. 28, 2015 | |
Summary of Investments, Other than Investments in Related Parties [Abstract] | |
11. SUBSCRIPTION AGREEMENT FOR CONVERTIBLE NOTES | 11. SUBSCRIPTION AGREEMENT FOR CONVERTIBLE NOTES |
The company is offering, pursuant to a Regulation S Subscription Agreement and Investment Representation dated February 3, 2015, up to $2,000,000 of 8% convertible notes with interest payable annually on January 31st. The holder upon written notice to the company may elect to have accrued but unpaid interest added to the principal amount of the note in lieu of payment of interest. The principal amount of the note is payable on January 31, 2018. The note, or any part thereof and any unpaid interest is convertible into common shares of the company at any time at the option of the holder at a conversion price of $0.15 per common share. The note may be prepaid at any time in full by the company upon ten days notice to the holder. | |
As at February 28, 2015 no convertible notes have been issued under this offering. |
12_SUBSEQUENT_EVENTS
12. SUBSEQUENT EVENTS | 6 Months Ended |
Feb. 28, 2015 | |
Subsequent Events [Abstract] | |
12. SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS |
Convertible Note Issuance and Distribution Agreement | |
As of April 14, 2015, the company has received $423,000 of the first tranche of $500,000 of the offering described in Note 11 from Medpac Asia Pacific PTY Ltd. of Australia ("Medpac"). Once the full $500,000 is received from Medpac the company will issue an 8% Convertible Note in the principal amount of $500,000. In addition to the terms of the convertible note described in Note 11, for this tranche only, if the note is prepaid by the company at any time prior to the maturity date, if the volume weighted average price of the common shares of the company for the ten trading days preceding the early repayment date is less than $0.15 per common share, then Medpac shall receive a number of common share purchase warrants sufficient to purchase up to 1% of the then outstanding number of common shares of the Company. Such common share purchase warrants once issued would be exercisable for a period of three years at an exercise price of $0.15 per common share, but may be exercised on a cashless basis. | |
A representative of Medpac will receive for its services as part of this transaction a convertible note in the principal amount of $25,000 having the terms and conditions identical to Medpac's note, except that the number of common share purchase warrants potentially issuable upon early payment of the note would be sufficient to only purchase up to 0.0005% of the then outstanding common shares of the company. | |
The company plans to use the proceeds of the first tranche of the offering as follows: Development of BreastCare product - $350,000; Development of Heart Monitor - $100,000; legal fees - $25,000 and incidentals - $25,000. | |
In conjunction with Medpac's investment noted above, the Company has agreed to enter into an exclusive Distribution Agreement with Medpac for the Company's BreastCare DTS TM and Now Cardio devices in Australia, New Zealand, Singapore, Thailand, Malaysia, Indonesia, Philippines, Vietnam, Laos, Cambodia Myanmar and Bangladesh. The Distribution Agreement will have an initial term of five years and can be renewed for an additional five years provided that agreed upon sales targets are met. If the company does not establish a manufacturing facility for its BreastCare DTS™ device in Southeast Asia within eighteen months of this agreement, Medpac and the company will form a joint venture to establish such a facility in the Philippines. | |
Investment Agreement | |
On March 15, 2015, the Company entered into an Investment Agreement with R.J. Capital Management, Ltd. a Hong Kong corporation ("RJ Capital"). The Agreement, which is non-binding, provides for an investment by RJ Capital of $4 million for approximately 24,250,000 common shares to be issued from treasury, with actual final number of common shares issued to represent 20% of the outstanding shares of the company on a fully diluted basis on the date of issuance. The Agreement further provides for the formation of a Joint Venture which is to be granted the exclusive right to manufacture and distribute the company's BreastCare DTS™ in China. RJ Capital is to contribute $4 million to this Joint Venture and the company is to contribute $1 million, for which it will receive a 20% interest in the Joint Venture. RJ Capital will have the right to invest an additional $5 million prior to dilution of the company's 20% interest in the joint venture. The company will use the proceeds to commercialize the BreastCare DTS™ device in North America and China. As of April 14, 2015, the Company and RJ Capital were continuing to negotiate the specific terms under which RJ Capital will make its invetstment in the Company. There is no assurance that the ongoing negotiations with RJ Capital will result in an investment in the Company on the terms set forth in the Investment Agreement, if at all. |
2_SUMMARY_OF_SIGNIFICANT_ACCOU1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Feb. 28, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates |
In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting years. Actual results could differ from those estimates. | |
Fair Value Measurements | Fair Value Measurements |
ASC 820, “Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, inputs other than level one that are either directly or indirectly observable such as quoted prices for identical or similar assets or liabilities on markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company had no assets or liabilities required to be recorded at fair value on a recurring basis as of February 28, 2015 or August 31, 2014. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of February 28, 2015 or August 31, 2014. | |
Concentration of Credit Risk | Concentration of Credit Risk |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. | |
Income Taxes | Income Taxes |
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. | |
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, the Company has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized. | |
The Company files income tax returns in Canada and the United States with varying statutes of limitations. The Company's policy is to recognize interest expense and penalties related to income tax matters as a component of our provision for income taxes. There were no accrued interest and penalties associated with uncertain tax positions as of February 28, 2015. | |
Foreign Currency Translation | Foreign Currency Translation |
The Company's reporting and functional currency is the U.S. dollar. The Company's Canadian operation's functional currency is the Canadian dollar. The Company's U.S. subsidiary's functional currency is the U.S. dollar. | |
Transactions originating in Canadian dollars are translated to the functional currency of the US dollar as follows: using year end rates of exchange for financial assets and liabilities, average rates of exchange for the period of transactions for revenues and expenses and historical rates for property and equipment and equity. | |
The financial statements of the Company's Canadian operations are translated from the functional currency of the Canadian dollar into the reporting currency of the United States dollar in accordance with ASC 830, Foreign Currency Matters, using year end rates of exchange for assets and liabilities, average rates of exchange for the period for revenues and expenses and historical rates for equity. | |
Translation adjustments resulting from the process of translating the functional currency of Canadian dollar Canadian operation's financial statements into the reporting currency of U.S. dollar financial statements are included in determining comprehensive income. As of February 28, 2015 and August 31, 2014, the cumulative translation adjustment of $81,519 and $4,999 respectively was classified as an item in accumulated other comprehensive income in the stockholders' deficit section of the balance sheet. For the period ended February 28, 2015 and February 28, 2014, the foreign currency translation adjustment to accumulated other comprehensive income was $76,521 and $nil respectively. | |
Comprehensive Loss | Comprehensive Loss |
Comprehensive loss is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, Accounting Standards Codification (ASC) 200, Comprehensive Income, requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. For the year presented, the Company's comprehensive loss includes net loss and foreign currency translation adjustments and is presented in the statement of comprehensive loss. | |
Property and Equipment | Property and Equipment |
Property and equipment consists of computer equipment, and is stated at cost. Property and equipment is depreciated using the straight-line method over the estimated service life of three years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property equipment are recorded upon disposal. | |
Research and Development Expenses | Research and Development Expenses |
All research and development costs are expensed as incurred. | |
Intangible Asset | Intangible Asset |
License agreement is carried at cost, net of any impairment charges. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. | |
If the carrying amount of an asset exceeds its undiscounted estimated future cash flows, an impairment review is performed. An impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. For the periods ended February 28, 2015 and August 31, 2014 there was an impairment charge of $nil and $nil, respectively with respect to license agreement. |
3_PROPERTY_EQUIPMENT_Tables
3. PROPERTY & EQUIPMENT (Tables) | 6 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property & Equipment | 28-Feb-15 | 31-Aug-14 | |||||||
Computer | $ | 3,853 | $ | 4,439 | |||||
Accumulated depreciation | 1,927 | 1,479 | |||||||
$ | 1,926 | $ | 2,960 |
1_OVERVIEW_Details_Narrative
1. OVERVIEW (Details Narrative) (USD $) | Feb. 28, 2015 | Aug. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated Deficit | ($1,053,360) | ($457,483) |
2_SUMMARY_OF_SIGNIFICANT_ACCOU2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 6 Months Ended | ||
Feb. 28, 2015 | Feb. 28, 2014 | Aug. 31, 2014 | |
Accounting Policies [Abstract] | |||
Cumulative Translation Adjustment | $81,519 | $4,999 | |
Foreign Currency Translation Adjustment to Accumulated other Comprehensive Income | 76,521 | ||
Impairment of Long-Lived Assets |
3_PROPERTY_EQUIPMENT_Property_
3. PROPERTY & EQUIPMENT - Property & Equipment (Details) (USD $) | Feb. 28, 2015 | Aug. 31, 2014 |
Accumulated depreciation | $1,927 | $1,479 |
Property Plant Equipment, Net | 1,926 | 2,960 |
Computer | ||
Property Plant Equipment | $3,853 | $4,439 |
4_INTANGIBLE_ASSET_Details_Nar
4. INTANGIBLE ASSET (Details Narrative) (USD $) | 6 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Annual Minimum Royalties | $200,000 | $100,000 |
5_PAYABLES_PURSUANT_TO_LICENSE1
5. PAYABLES PURSUANT TO LICENSE AGREEMENT (Details Narrative) (USD $) | 6 Months Ended |
Feb. 28, 2015 | |
Research and Development [Abstract] | |
Judgements against Life Medical | $501,000 |
Cash due to Creditors | 125,000 |
Balance Due to Creditors | 12,600 |
Issuance of Common Stock to satisfy Creditors, Value | $376,064 |
6_DUE_TO_RELATED_PARTIES_Detai
6. DUE TO RELATED PARTIES (Details Narrative) (USD $) | Feb. 28, 2015 | Aug. 31, 2014 |
Payables and Accruals [Abstract] | ||
Due to Related Parties | $82,047 | $74,423 |
7_LONGTERM_DEBT_RELATED_PARTIE1
7. LONG-TERM DEBT - RELATED PARTIES (Details Narrative) (Canada, Dollars, USD $) | Feb. 28, 2015 |
2399371 Ontario Inc. | |
Promissory Note Balance | $583,000 |
Note Interest Rate | 12.00% |
9058583 Canada Inc. | |
Promissory Note Balance | $79,106 |
Note Interest Rate | 12.00% |
8_BUSINESS_COMBINATION_Details
8. BUSINESS COMBINATION (Details Narrative) | 6 Months Ended |
Feb. 28, 2015 | |
Business Combinations [Abstract] | |
Shares Issued in Business Combination | 79,500,000 |
Voting Control Percentage | 93.60% |
9_STOCKHOLDERS_DEFICIT_Details
9. STOCKHOLDERS' DEFICIT (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2014 | |
Equity [Abstract] | |||
Issued as settlement of payables pursuant to license agreement, Shares | 2,827,548 | ||
Issued as settlement of payables pursuant to license agreement, Value | $376,064 | ||
Sale of Stock, Shares | 250,000 | 700,000 | |
Sale of Stock, Proceeds | 100,000 | ||
Fair Value, Warrants Issued | 19,820 | ||
Warrants Issued | 25,000 | ||
Risk Free Interest rate | 54.00% | ||
Expected Life | 1 year | ||
Price Validity | 288.00% | ||
Dividend Yield | |||
Issuance of common stock for services, Shares | 4,300,000 | ||
Issuance of common stock for services, Value | 387,000 | ||
Issuance of common stock for cash, Shares | 1,750,000 | ||
Issuance of common stock for cash, Value | $197,000 | ||
Share Purchase Warrants Issued and Outstanding | 250,000 | 250,000 | |
Maximum Number of Shares Held under Equity Incentive Plan | 1,000,000 |
10_RELATED_PARTY_Details_Narra
10. RELATED PARTY (Details Narrative) (USD $) | 6 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Research and Development Expense | $178,994 | |
2419596 Ontario Inc | ||
Ownership Percentage | 34.00% |
11_SUBSCRIPTION_AGREEMENT_FOR_1
11. SUBSCRIPTION AGREEMENT FOR CONVERTIBLE NOTES (Details Narrative) (USD $) | Feb. 28, 2015 |
Summary of Investments, Other than Investments in Related Parties [Abstract] | |
Convertible Note, Subscription Agreement | $2,000,000 |
Conversion Price | $0.15 |
12_SUBSEQUENT_EVENTS_Details_N
12. SUBSEQUENT EVENTS (Details Narrative) (Subsequent Event [Member], USD $) | 6 Months Ended |
Feb. 28, 2015 | |
Subsequent Event [Member] | |
Convertible Note Offering, Consideration Received | $423,000 |
Convertible Note Issuance and Distribution Agreement | Once the full $500,000 is received from Medpac the company will issue an 8% Convertible Note in the principal amount of $500,000. In addition to the terms of the convertible note described in Note 11, for this tranche only, if the note is prepaid by the company at any time prior to the maturity date, if the volume weighted average price of the common shares of the company for the ten trading days preceding the early repayment date is less than $0.15 per common share, then Medpac shall receive a number of common share purchase warrants sufficient to purchase up to 1% of the then outstanding number of common shares of the Company. Such common share purchase warrants once issued would be exercisable for a period of three years at an exercise price of $0.15 per common share, but may be exercised on a cashless basis. |
A representative of Medpac will receive for its services as part of this transaction a convertible note in the principal amount of $25,000 having the terms and conditions identical to Medpac's note, except that the number of common share purchase warrants potentially issuable upon early payment of the note would be sufficient to only purchase up to 0.0005% of the then outstanding common shares of the company. | |
The company plans to use the proceeds of the first tranche of the offering as follows: Development of BreastCare product - $350,000; Development of Heart Monitor - $100,000; legal fees - $25,000 and incidentals - $25,000. | |
Investment Agreement | On March 15, 2015, the Company entered into an Investment Agreement with R.J. Capital Management, Ltd. a Hong Kong corporation ("RJ Capital"). The Agreement, which is non-binding, provides for an investment by RJ Capital of $4 million for approximately 24,250,000 common shares to be issued from treasury, with actual final number of common shares issued to represent 20% of the outstanding shares of the company on a fully diluted basis on the date of issuance. The Agreement further provides for the formation of a Joint Venture which is to be granted the exclusive right to manufacture and distribute the company's BreastCare DTS™ in China. RJ Capital is to contribute $4 million to this Joint Venture and the company is to contribute $1 million, for which it will receive a 20% interest in the Joint Venture. RJ Capital will have the right to invest an additional $5 million prior to dilution of the company's 20% interest in the joint venture. The company will use the proceeds to commercialize the BreastCare DTS™ device in North America and China. As of April 14, 2015, the Company and RJ Capital were continuing to negotiate the specific terms under which RJ Capital will make its invetstment in the Company. There is no assurance that the ongoing negotiations with RJ Capital will result in an investment in the Company on the terms set forth in the Investment Agreement, if at all. |