Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May. 31, 2015 | Jul. 01, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Event Cardio Group Inc. | |
Entity Central Index Key | 1,394,130 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
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 | 103,097,702 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,014 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Current Assets | ||
Cash | $ 34,617 | $ 86,617 |
Prepaid expenses | 879,395 | |
Total Current Assets | 914,012 | $ 86,617 |
Property and Equipment, net | 151,610 | 2,960 |
Financing Costs, net | 38,235 | $ 40,097 |
Intangible Asset | 501,064 | |
TOTAL ASSETS | 1,604,921 | $ 129,674 |
Current Liabilities | ||
Accounts payable | 274,122 | 56,197 |
Due to related parties | 60,097 | $ 74,423 |
Notes payable - related parties | 531,142 | |
Total Current Liabilities | 865,361 | $ 130,620 |
Convertible Notes Payable | $ 525,000 | |
Notes Payable - Related Parties | $ 384,978 | |
TOTAL LIABILITIES | $ 1,390,361 | $ 515,598 |
Stockholders' Equity (Deficit) | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, nil 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 104,510,321 at May 31, 2015 | $ 104,510 | $ 79,500 |
Additional paid in capital | 1,743,937 | |
Accumulated other comprehensive income | 67,826 | $ 4,999 |
Accumulated deficit | (1,701,713) | (457,483) |
Total Event Cardio Group Inc. stockholders' equity (deficiency) | $ 214,560 | (372,984) |
Non-controlling interest | (12,940) | |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | $ 214,560 | (385,924) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 1,604,921 | $ 129,674 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | May. 31, 2015 | Aug. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred Stock Par Value | $ 0.001 | $ 0.001 |
Preferred Stock Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock Shares Issued | ||
Preferred Stock Shares Outstanding | ||
Common Stock Par Value | $ 0.001 | $ 0.001 |
Common Stock Shares Authorized | 190,000,000 | 190,000,000 |
Common Stock Shares Issued | 104,510,321 | 79,500,000 |
Common Stock Shares Outstanding | 104,510,321 | 79,500,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating Expenses | ||||
General and administrative | $ 387,444 | $ 121,629 | $ 708,330 | $ 133,003 |
Research and development | 241,660 | 456,759 | ||
Total Operating Expenses | 629,104 | $ 121,629 | 1,165,089 | $ 133,003 |
Loss from Operations | (629,104) | $ (121,629) | (1,165,089) | $ (133,003) |
Other Expenses | ||||
Interest expense - related parties | 15,749 | 55,818 | ||
Interest expense - other | 3,500 | 3,500 | ||
Net Loss | (648,353) | $ (121,629) | (1,224,407) | $ (133,003) |
Other Comprehensive Income | ||||
Foreign currency translation adjustment | (13,694) | 62,827 | ||
Total Comprehensive Loss | $ (662,047) | $ (121,629) | $ (1,161,580) | $ (133,003) |
Loss per Share - Basic and Diluted | $ (0.007) | $ (0.002) | $ (0.013) | $ (0.002) |
Weighted Average Shares - Basic and Diluted | 98,720,647 | 79,500,000 | 92,065,904 | 79,500,000 |
Shareholders Equity (Unaudited)
Shareholders Equity (Unaudited) - 9 months ended May. 31, 2015 - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning Balance, Shares at Aug. 31, 2014 | 79,500,000 | |||||
Beginning Balance, Value at Aug. 31, 2014 | $ 79,500 | $ 4,999 | $ (457,483) | $ (12,940) | $ (385,924) | |
Effect of reverse merger, Shares | 6,882,773 | |||||
Effect of reverse merger, Value | $ 6,883 | $ (19,823) | $ 12,940 | |||
Issued for cash, Shares | 1,750,000 | |||||
Issued for cash, Value | $ 1,750 | $ 195,250 | $ 197,000 | |||
Issued as settlement of payables pursuant to license agreement payables pursuant to license agreement, Shares | 2,827,548 | |||||
Issued as settlement of payables pursuant to license agreement payables pursuant to license agreement, Value | $ 2,827 | 373,237 | $ 376,064 | |||
Issued for services, Shares | 13,550,000 | 4,300,000 | ||||
Issued for services, Value | $ 13,550 | $ 1,175,450 | $ 1,189,000 | |||
Net comprehensive income (loss) | $ 62,827 | $ (1,224,407) | (1,161,580) | |||
Ending Balance, Shares at May. 31, 2015 | 104,510,321 | |||||
Ending Balance, Value at May. 31, 2015 | $ 104,510 | $ 1,743,937 | $ 67,826 | $ (1,701,713) | $ 214,560 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,224,407) | $ (133,003) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of prepaid expenses | 212,579 | |
Depreciation of property and equipment | 1,016 | |
Amortization of financing costs | 22,741 | |
Professional fees paid through common share issuance | 113,125 | |
Changes in assets and liabilities: | ||
Prepaid expenses | (16,099) | $ (306,667) |
Accounts payable | 217,925 | 12,383 |
Net cash used in operating activities | (673,120) | $ (427,287) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (150,000) | |
Purchase of intangible asset | (125,000) | |
Net cash used in investing activities | (275,000) | |
Cash Flows from Financing Activities | ||
Repayments on due from related parties | (27,566) | |
Advances on due from related parties | 14,434 | $ 476 |
Proceeds from convertible note payable | 500,000 | |
Proceeds from long-term debt - related parties | 195,822 | $ 418,000 |
Proceeds from issuance of common shares | 197,000 | |
Net cash provided by financing activities | 879,690 | $ 418,476 |
Effect of exchange rate on cash | 16,430 | |
Decrease in Cash | (52,000) | $ (8,811) |
Cash, beginning of period | 86,617 | 11,481 |
Cash, end of period | $ 34,617 | $ 2,670 |
1. OVERVIEW
1. OVERVIEW | 9 Months Ended |
May. 31, 2015 | |
Accounting Policies [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 $1,701,713 as of May 31, 2015. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. The Companys 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 Companys 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 May 31, 2015 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended May 31, 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 May 31, 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 | 9 Months Ended |
May. 31, 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 Share Based Compensation The Company applies ASC 718 Share-Based Compensation and ASC 505 Equity to account for service provider share-based payments. In accordance with ASC 718 and ASC 505, the Company determines whether a share based payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers are classified as equity awards and are recognized in the financial statements over the period in which the services are received based on the fair value determined as of the measurement date. 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 May 31, 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 May 31, 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 May 31, 2015 and August 31, 2014, the cumulative translation adjustment of $67,826 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 May 31, 2015 and May 31, 2014, the foreign currency translation adjustment to accumulated other comprehensive income was $62,827 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 machinery and equipment and are stated at cost. Computer equipment is depreciated using the straight-line method over the estimated service life of three years. The machinery and equipment is not yet being depreciated as it is still under development. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and 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 May 31, 2015 and August 31, 2014 there was an impairment charge of $nil and $nil, respectively with respect to license agreement. Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: To record when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. |
3. PROPERTY & EQUIPMENT
3. PROPERTY & EQUIPMENT | 9 Months Ended |
May. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
3. PROPERTY & EQUIPMENT | 3. PROPERTY & EQUIPMENT Property and equipment consists of the following as of May 31, 2015 and August 31, 2014: May 31, 2015 August 31, 2014 Cost Accumulated Depreciation Net Book Value Net Book Value Computer equipment $ 3,866 $ 2,256 $ 1,610 $ 2,960 Machinery and equipment 150,000 150,000 $ 153,866 $ 2,256 $ 151,610 $ 2,960 The machinery and equipment has not been depreciated as it is still under development. |
4. INTANGIBLE ASSET
4. INTANGIBLE ASSET | 9 Months Ended |
May. 31, 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 Medicals BreastCare DTS BreastCare DTS As part of entering into the License Agreement, 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. The product is currently under development and as such the costs associated with the license agreement are not yet being amortized. |
5. DUE TO RELATED PARTIES
5. DUE TO RELATED PARTIES | 9 Months Ended |
May. 31, 2015 | |
Related Party Transactions [Abstract] | |
5. DUE TO RELATED PARTIES | 5. 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 May 31, 2015 and August 31, 2014, the amounts of due to related parties are $60,097 and $74,423 respectively. |
6. NOTES PAYABLE - RELATED PART
6. NOTES PAYABLE - RELATED PARTIES | 9 Months Ended |
May. 31, 2015 | |
Payables and Accruals [Abstract] | |
6. NOTES PAYABLE - RELATED PARTIES | 6. NOTES PAYABLE - RELATED PARTIES As at May 31, 2015, the Company has a promissory note outstanding to 2399371 Ontario Inc., a company owned by an affiliate, for $583,000 Canadian ($467,683 US$) 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 ($63,459 US$) 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 |
7. CONVERTIBLE NOTES PAYABLE
7. CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
May. 31, 2015 | |
Debt Disclosure [Abstract] | |
7. CONVERTIBLE NOTES PAYABLE | 7. CONVERTIBLE NOTES PAYABLE 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 May 31, 2015, $525,000 of the convertible notes payable have been issued as follows. Medpac Asia Pacific PTY Ltd. of Austraila ("Medpac") for $500,000. In addition to the terms of the convertible note payable described above, if the note is prepaid by the ompany 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 in accordance with a specified formula. Main Street Capital Pty. Ltd. has received, for its services as part of the Medpac transaction noted above, a convertible note payable of $25,000 having the terms and conditions identical to Medpac's convertible note payable described above, 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. 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 |
8. BUSINESS COMBINATION
8. BUSINESS COMBINATION | 9 Months Ended |
May. 31, 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 | 9 Months Ended |
May. 31, 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 4. 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. 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. On March 4, 2015, the Company issued 2,900,000 common shares in exchange for service agreements for a fair value of $290,000, based on the market price of $0.10 per common share as of the measurement date. On March 23, 2015, the Company issued 100,000 common shares in exchange for a service agreement for a fair value of $12,000, based on the market price of $0.12 per common share as of the measurement date. On May 22, 2015, the Company issued 6,250,000 common shares in exchange for service agreements for a fair value of $500,000, based on the market price of $0.08 per common share as of the measurement date. Common Share Purchase Warrants As of May 31, 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. Commitment to Issue Shares In exchange for a service agreement, the Company is required to issue 250,000 shares of restricted common stock on July 5, 2015; October 5, 2015; January 5, 2016; April 5, 2016 and July 5, 2016. Equity Incentive Plan The Company has created the Event Cardio Group Inc. 2015 Equity Incentive Plan ("equity incentive plan") which allows for the |
10. RELATED PARTY
10. RELATED PARTY | 9 Months Ended |
May. 31, 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 service 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 a term of one year to May 22, 2016 and will automatically renew for subsequent terms of one year unless notice of termination is given by either party in writing. For the nine months ended May 31, 2015 and May 31, 2014, $334,944 and $nil respectively, have been incurred related to this agreement and have been expensed in research and development expense. See Note 6 regarding notes payable - related parties. |
11. COMMITMENT
11. COMMITMENT | 9 Months Ended |
May. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
11. COMMITMENT | 11. COMMITMENT In exchange for a service agreement, the Company is committed to pay $5,000 per month up to August 5, 2016. |
1. OVERVIEW (Policies)
1. OVERVIEW (Policies) | 9 Months Ended |
May. 31, 2015 | |
Accounting Policies [Abstract] | |
Description of Business | 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 | 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 $1,701,713 as of May 31, 2015. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. The Companys 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 | 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 Companys 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 May 31, 2015 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended May 31, 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 May 31, 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 ACC19
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
May. 31, 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 |
Share Based Compensation | Share Based Compensation The Company applies ASC 718 Share-Based Compensation and ASC 505 Equity to account for service provider share-based payments. In accordance with ASC 718 and ASC 505, the Company determines whether a share based payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers are classified as equity awards and are recognized in the financial statements over the period in which the services are received based on the fair value determined as of the measurement date. |
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 May 31, 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 May 31, 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 May 31, 2015 and August 31, 2014, the cumulative translation adjustment of $67,826 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 May 31, 2015 and May 31, 2014, the foreign currency translation adjustment to accumulated other comprehensive income was $62,827 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 machinery and equipment and are stated at cost. Computer equipment is depreciated using the straight-line method over the estimated service life of three years. The machinery and equipment is not yet being depreciated as it is still under development. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and 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 May 31, 2015 and August 31, 2014 there was an impairment charge of $nil and $nil, respectively with respect to license agreement. |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: To record when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. |
3. PROPERTY & EQUIPMENT (Tables
3. PROPERTY & EQUIPMENT (Tables) | 9 Months Ended |
May. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property & Equipment | May 31, 2015 August 31, 2014 Cost Accumulated Depreciation Net Book Value Net Book Value Computer equipment $ 3,866 $ 2,256 $ 1,610 $ 2,960 Machinery and equipment 150,000 150,000 $ 153,866 $ 2,256 $ 151,610 $ 2,960 |
1. OVERVIEW (Details Narrative)
1. OVERVIEW (Details Narrative) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Accounting Policies [Abstract] | ||
Accumulated Deficit | $ (1,701,713) | $ (457,483) |
2. SUMMARY OF SIGNIFICANT ACC22
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
May. 31, 2015 | Aug. 31, 2014 | May. 31, 2014 | |
Accounting Policies [Abstract] | |||
Cumulative Translation Adjustment | $ 67,826 | $ 4,999 | |
Foreign Currency Translation Adjustment to Accumulated other Comprehensive Income | $ 62,827 | ||
Impairment of Long-Lived Assets |
3. PROPERTY & EQUIPMENT - Prope
3. PROPERTY & EQUIPMENT - Property & Equipment (Details) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Property Plant Equipment | $ 153,866 | |
Accumulated depreciation | 2,256 | |
Property Plant Equipment, Net | 151,610 | $ 2,960 |
Computer Equipment | ||
Property Plant Equipment | 3,866 | |
Accumulated depreciation | 2,256 | |
Property Plant Equipment, Net | 1,610 | $ 2,960 |
Machinery and Equipment | ||
Property Plant Equipment | $ 150,000 | |
Accumulated depreciation | ||
Property Plant Equipment, Net | $ 150,000 |
4. INTANGIBLE ASSET (Details Na
4. INTANGIBLE ASSET (Details Narrative) - USD ($) | 9 Months Ended | |
May. 31, 2016 | May. 31, 2015 | |
Annual Minimum Royalties | $ 200,000 | $ 100,000 |
Loss in Settlement | 501,064 | |
Common Stock [Member] | ||
Loss in Settlement | 376,064 | |
Cash Distribution [Member] | ||
Loss in Settlement | $ 125,000 |
5. DUE TO RELATED PARTIES (Deta
5. DUE TO RELATED PARTIES (Details Narrative) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Related Party Transactions [Abstract] | ||
Due to Related Parties | $ 60,097 | $ 74,423 |
6. NOTES PAYABLE - RELATED PA26
6. NOTES PAYABLE - RELATED PARTIES (Details Narrative) - May. 31, 2015 - Canada, Dollars - USD ($) | Total |
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% |
7. CONVERTIBLE NOTES PAYABLE (D
7. CONVERTIBLE NOTES PAYABLE (Details Narrative) | 9 Months Ended |
May. 31, 2015USD ($) | |
Regulation S Subscription Agreement Offering | $ 2,000,000 |
Regulation S Subscription Agreement, Issued | 525,000 |
Medpac Asia Pacific PTY Ltd. of Austrailia | |
Regulation S Subscription Agreement, Issued | 500,000 |
Main Street Capital Pty. Ltd. | |
Regulation S Subscription Agreement, Issued | $ 25,000 |
8. BUSINESS COMBINATION (Detail
8. BUSINESS COMBINATION (Details Narrative) - 9 months ended May. 31, 2015 - shares | Total |
Business Combinations [Abstract] | |
Shares Issued in Business Combination | 79,500,000 |
Voting Control Percentage | 93.60% |
9. STOCKHOLDERS' DEFICIT (Detai
9. STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2015 | May. 31, 2014 | Feb. 28, 2015 | |
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 | $ 1,189,000 | |||
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 | |||
Maximum Number of Shares Held under Equity Incentive Plan | 1,000,000 |
10. RELATED PARTY (Details Narr
10. RELATED PARTY (Details Narrative) - USD ($) | 9 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Research and Development Expense | $ 334,944 | |
2419596 Ontario Inc | ||
Ownership Percentage | 34.00% |
11. COMMITMENT (Details Narrati
11. COMMITMENT (Details Narrative) | 9 Months Ended |
May. 31, 2015USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Service Agreement Commitment, Monthly | $ 5,000 |