Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2015 | Dec. 01, 2015 | Feb. 27, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | Event Cardio Group Inc. | ||
Entity Central Index Key | 1,394,130 | ||
Document Type | 10-K | ||
Document Period End Date | Aug. 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 Public Float | $ 1,576,032 | ||
Entity Common Stock, Shares Outstanding | 113,597,702 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,014 |
Balance Sheets
Balance Sheets - USD ($) | Aug. 31, 2015 | Aug. 31, 2014 |
Current Assets | ||
Cash | $ 32,427 | $ 86,617 |
Prepaid expenses | 568,537 | |
Financing costs, net | 105,999 | |
Total Current Assets | 706,963 | $ 86,617 |
Prepaid expenses - non-current portion | 392,516 | |
Property and Equipment, net | 1,214 | $ 2,960 |
Deposit on equipment purchase | $ 150,000 | |
Financing costs, net | $ 40,097 | |
TOTAL ASSETS | $ 1,250,693 | 129,674 |
Current Liabilities | ||
Accounts payable | 598,835 | 56,197 |
Due to related parties | 55,864 | $ 74,423 |
Notes payable - related parties | 549,502 | |
Total Current Liabilities | 1,204,201 | $ 130,620 |
Convertible Notes Payable | $ 525,000 | |
Notes Payable - Related Parties | $ 384,978 | |
TOTAL LIABILITIES | $ 1,729,201 | 515,598 |
Stockholders' Deficit | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, 10,000,000 shares issued and outstanding | 10,000 | 10,000 |
Common stock,190,000,000 shares authorized at $0.001 par value, 79,500,000 shares issued and outstanding at August 31, 2014 and 109,460,321 at August 31, 2015 | 109,460 | $ 79,500 |
Additional paid in capital | 2,110,237 | |
Equity instruments to be issued | 168,950 | |
Accumulated other comprehensive income | 103,432 | $ 4,999 |
Accumulated deficit | (2,980,587) | (467,483) |
Total Event Cardio Group Inc. stockholders' equity (deficiency) | $ (478,508) | (372,984) |
Non-controlling interest | (12,940) | |
TOTAL STOCKHOLDERS' DEFICIT | $ (478,508) | (385,924) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,250,693 | $ 129,674 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Aug. 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 | 10,000,000 | 10,000,000 |
Preferred Stock Shares Outstanding | 10,000,000 | 10,000,000 |
Common Stock Par Value | $ 0.001 | $ 0.001 |
Common Stock Shares Authorized | 190,000,000 | 190,000,000 |
Common Stock Shares Issued | 109,460,321 | 79,500,000 |
Common Stock Shares Outstanding | 109,460,321 | 79,500,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating Expenses | ||
General and administrative | $ 1,185,356 | $ 122,421 |
Research and development - related party | 952,188 | $ 41,756 |
Research and development - other | 270,633 | |
Total Operating Expenses | 2,408,177 | $ 164,177 |
Loss from Operations | (2,408,177) | $ (164,177) |
Other Expenses | ||
Interest expense - related parties | 71,104 | |
Interest expense - other | $ 14,000 | |
Impairment of goodwill | $ 181,297 | |
Loss before Income Taxes | $ (2,493,281) | $ (345,474) |
Provision for Income Taxes | ||
Net Loss | $ (2,493,281) | $ (345,474) |
Net loss attributable to non-controlling interests | 12,940 | |
Net loss attributable to Event Cardio Group Inc. stockholders | $ (2,493,281) | (332,534) |
Other Comprehensive Income | ||
Foreign currency translation adjustment | 98,433 | 3,102 |
Comprehensive Loss | $ (2,394,848) | $ (342,372) |
Comprehensive loss attributable to non-controlling interests | ||
Comprehensive loss attributable to Event Cardio Group Inc. stockholders | $ (2,394,848) | $ (342,372) |
Loss per Share: | ||
Basic and Diluted loss per share | $ (0.03) | $ 0 |
Weighted Average Number of Shares Outstanding Basic and Diluted | 95,254,771 | 79,500,000 |
Shareholders Equity
Shareholders Equity - USD ($) | Common Stock | Preferred Stock | Additional Paid-In Capital | Equity Instruments to be Issued | Accumulated Other Comprehensive Income | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning Balance, Shares at Aug. 31, 2013 | 2,680 | |||||||
Beginning Balance, Value at Aug. 31, 2013 | $ 263 | $ 1,897 | $ (45,712) | $ (43,552) | ||||
Net comprehensive income (loss) | $ 3,102 | (345,474) | $ (342,372) | |||||
Effect of reverse merger, shares | 79,497,320 | 10,000,000 | ||||||
Effect of reverse merger, value | $ 79,237 | $ 10,000 | (89,237) | |||||
Issued for services, Value | ||||||||
Ending Balance, Shares at Aug. 31, 2014 | 79,500,000 | 10,000,000 | ||||||
Ending Balance, Value at Aug. 31, 2014 | $ 79,500 | $ 10,000 | $ 4,999 | (467,483) | $ (12,940) | $ (385,924) | ||
Net comprehensive income (loss) | $ 98,433 | (2,493,281) | $ (2,394,848) | |||||
Effect of reverse merger, shares | 6,882,773 | |||||||
Effect of reverse merger, value | $ 6,883 | $ (19,823) | $ 12,940 | |||||
Issued for cash, Shares | 3,950,000 | |||||||
Issued for cash, Value | $ 3,950 | $ 303,050 | $ 65,000 | $ 372,000 | ||||
Issued as settlement of payable pursuant to license agreement, Shares | 2,827,548 | |||||||
Issued as settlement of payable pursuant to license agreement, Value | $ 2,827 | 373,237 | $ 376,064 | |||||
Issued for services, Shares | 16,300,000 | 12,430,000 | ||||||
Issued for services, Value | $ 16,300 | 1,433,950 | $ 103,950 | $ 1,450,250 | ||||
Ending Balance, Shares at Aug. 31, 2015 | 109,460,321 | 10,000,000 | ||||||
Ending Balance, Value at Aug. 31, 2015 | $ 109,460 | $ 10,000 | $ 2,110,237 | $ 168,950 | $ 103,432 | $ (2,980,587) | $ (478,508) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Cash Flows from Operating Activities | ||
Net loss | $ (2,493,281) | $ (345,474) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of prepaid expenses | 500,686 | |
Depreciation of property and equipment | 1,328 | $ 1,490 |
Amortization of financing costs | 31,712 | $ 7,087 |
Stock based compensation | $ 518,125 | |
Impairment of goodwill | $ 181,297 | |
Changes in assets and liabilities: | ||
Prepaid expenses | $ (135,550) | 23,994 |
Accounts payable | 542,638 | 48,035 |
Net cash used in operating activities | (1,034,342) | $ (83,571) |
Cash Flows from Investing Activities | ||
Deposit on equipment purchase | $ (150,000) | |
Acquisition of subsidiary | $ (181,297) | |
Net cash used in investing activities | $ (150,000) | (181,297) |
Cash Flows from Financing Activities | ||
Repayments of due to related parties | $ (9,898) | (13,744) |
Advances to related parties | 12,736 | |
Proceeds from notes payable - related parties | $ 268,389 | $ 384,978 |
Proceeds from convertible notes payable | 500,000 | |
Proceeds from issuance of common shares | 307,000 | |
Proceeds received on equity instruments to be issued | $ 65,000 | |
Payment of financing costs | $ (47,184) | |
Net cash provided by financing activities | $ 1,130,491 | 336,786 |
Effect of exchange rate on cash | (339) | 3,218 |
Increase (Decrease) in Cash | (54,190) | 75,136 |
Cash, beginning of year | 86,617 | 11,481 |
Cash, end of year | $ 32,427 | $ 86,617 |
Cash paid during the year for: | ||
Interest | ||
Taxes | ||
Non-Cash Supplemental Cash Flow Information: | ||
Issuance of common stock for services recorded as prepaid expense | $ 955,125 |
1. OVERVIEW
1. OVERVIEW | 12 Months Ended |
Aug. 31, 2015 | |
Accounting Policies [Abstract] | |
1. OVERVIEW | 1. OVERVIEW Description of Business Event Cardio Group Inc. ("the Company") was incorporated under the name Sunrise Holdings Limited on October 26, 2005 under the laws of Nevada and changed its name to Event Cardio Group Inc. 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. 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 accounting acquirer and the Company being the acquiree. In connection with this transaction, the Company changed its fiscal year end from September 30th to August 31st. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has not generated any revenue since inception, has incurred losses, and has an accumulated deficit of $2,980,587 as of August 31, 2015. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. 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 These financial statements include the accounts of the Company and its wholly owned subsidiaries 2340960 Ontario Inc. and EFIL Sub of ECG Inc. All inter-company accounts and transactions have been eliminated. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and are presented in United States Dollars. 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. |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Aug. 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 The estimated fair value of certain financial instruments, including cash and cash equivalents, and accounts payable are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features are comparable to rates of returns for instruments of similar credit risk. 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. Included in prepaid expenses on the accompanying balance sheet at August 31, 2015 is $521,105 of the unamortized portion of share based payments for services to be rendered. 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 August 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. 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 assets and liabilities, average rates of exchange for the period of transactions for revenues and expenses and historical rates for 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 August 31, 2015 and August 31, 2014, the cumulative translation adjustment of $103,432 and $4,999 respectively was classified as accumulated other comprehensive income in the stockholders' equity section of the balance sheet. For the years ended August 31, 2015 and August 31, 2014, the foreign currency translation adjustment to accumulated other comprehensive income was $98,433 and $3,102 respectively. Net Income (Loss) per Common Share The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings (loss) per share on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the year including stock options, using the treasury stock method. In computing diluted EPS, the average stock price for the year is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is antidilutive. 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. Computer 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 and equipment are recorded upon disposal. Research and Development Expenses All research and development costs are expensed as incurred. 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 years ended August 31, 2015 and August 31, 2014 there was an impairment charge of $nil and $nil, respectively with respect to license agreement and an impairment charge of $nil and $181,297, respectively with respect to goodwill. 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. New Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers Deferral of the Effective Date, In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period In August 2014, the FASB issued Accounting Standards Update 201415 (ASU 2014-15), Presentation of Financial Statements Going Concern (Subtopic 205 40): Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern |
3. PROPERTY & EQUIPMENT
3. PROPERTY & EQUIPMENT | 12 Months Ended |
Aug. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
3. PROPERTY & EQUIPMENT | 3. PROPERTY & EQUIPMENT Property and equipment consists of the following as of August 31, 2015 and August 31, 2014: August 31, 2015 August 31, 2014 Cost Accumulated Depreciation Net Book Value Net Book Value Computer equipment $ 3,645 $ 2,431 $ 1,214 $ 2,960 $ 3,645 $ 2,431 $ 1,214 $ 2,960 Depreciation expense included in the consolidated statement of comprehensive loss for the years ended August 31, 2015 and 2014 was $1,746 and $1,859 respectively. |
4. DUE TO RELATED PARTIES
4. DUE TO RELATED PARTIES | 12 Months Ended |
Aug. 31, 2015 | |
Notes to Financial Statements | |
4. DUE TO RELATED PARTIES | 4. 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 August 31, 2015 and August 31, 2014, the amounts of due to related parties are $55,864 and $74,423 respectively. |
5. NOTES PAYABLE - RELATED PART
5. NOTES PAYABLE - RELATED PARTIES | 12 Months Ended |
Aug. 31, 2015 | |
Payables and Accruals [Abstract] | |
5. NOTES PAYABLE - RELATED PARTIES | 5. NOTES PAYABLE - RELATED PARTIES As at August 31, 2015 and 2014, the Company has a promissory note to 2399371 Ontario Inc., a company owned by an affiliate, for $583,000 Canadian ($440,898 US$) and $418,000 Canadian ($384,978 US$), respectively. There have been no repayments to date on this note since its inception. The note bears interest at 12% per annum with principal and interest both payable on the maturity date of June 1, 2016, which has been extended from the original maturity date of December 1, 2015, in conjunction with the issuance of the additional promissory note described below and the commitment to issue equity instruments as described in Note 8. The note is secured by the common shares of 2340960 Ontario Inc. and a lien on all of the company's assets. This note has a provision whereby the company is restricted from issuing any shares of capital stock or borrowing any money unless one-half of the net proceeds of such issuance or borrowing, up to the amount of the outstanding principal and accrued interest on the note, are used to satisify the amounts due under the note. As at August 31, 2015, the Company has an additional promissory note to 2399371 Ontario Inc., a company owned by an affiliate, for $64,500 Canadian ($48,779 US$) bearing interest at 12% per annum, principal and interest both payable on June 1, 2016. This note was issued in conjunction with the extension of the promissory note described above and the commitment to issue equity instruments as described in Note 8 The note is secured by the common shares of 2340960 Ontario Inc. and a lien on all of the company's assets. In connection with the entry into the License Agreement described in Note 10, the Company borrowed CAD $79,106 ($59,825 US$) 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 |
6. CONVERTIBLE NOTES PAYABLE
6. CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Aug. 31, 2015 | |
Debt Disclosure [Abstract] | |
6. CONVERTIBLE NOTES PAYABLE | 6. 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 August 31, 2015, $525,000 of the convertible notes payable have been issued as follows. Medpac Asia Pacific PTY Ltd. of Australia ("Medpac") for $500,000. In addition to the terms of the convertible note payable described above, 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 in accordance with a specified formula. Medpac has also received, for its services as part of the transaction noted above, a convertible note payable of $25,000 having the terms and conditions identical to Medpac's other 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 BreastCare DTS |
7. INCOME TAXES
7. INCOME TAXES | 12 Months Ended |
Aug. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
7. INCOME TAXES | 7. INCOME TAXES The reconciliation of income tax (expense) benefit at the U.S. statutory rate of 35% for the periods ended August 31, 2015 and August 31, 2014, to the Company's effective tax rate is as follows: August 31, 2015 August 31, 2014 U.S. statutory rate $ 872,648 $ 120,916 Tax rate difference between Canada and U.S. (48,231 ) (18,396 ) Other (468 ) Change in valuation allowance (823,949 ) (102,520 ) Effective tax rate $ $ The tax effects of temporary differences that give rise to the Company's net deferred tax asset as of August 31, 2015 and August 31, 2014 are as follows: August 31, 2015 August 31, 2014 Net operating loss carryforwards $ 922,520 $ 102,520 Temporary differences - intangible asset 3,949 Less: valuation allowance (926,469 ) (102,520 ) Deferred tax assets $ $ 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 year 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 August 31, 2015 or August 31, 2014. The tax rates in Canada for the wholly owned subsidiary 2340960 Ontario Inc. are 26.5% for 2015 and 15.5% for 2014. The wholly owned subsidiary 2340960 Ontario Inc. has non-capital losses as at August 31, 2015 expiring as follows: 2033 - $42,736 (Canadian $); 2034 - $94,339 (Canadian $) and 2035 - $619,389 (Canadian $). |
8. STOCKHOLDERS' DEFICIT
8. STOCKHOLDERS' DEFICIT | 12 Months Ended |
Aug. 31, 2015 | |
Equity [Abstract] | |
8. STOCKHOLDERS' DEFICIT | 8. 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 10. 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. On March 4, 2015, the Company issued 2,900,000 common shares in exchange for service agreements for a fair value of $290,000. On March 23, 2015, the Company issued 100,000 common shares in exchange for a service agreement for a fair value of $12,000. On May 22, 2015, the Company issued 6,250,000 common shares in exchange for service agreements for a fair value of $500,000. On August 27, 2015, the Company issued 2,200,000 common shares and 2,200,000 common share purchase warrants for total proceeds of $110,000. On August 27, 2015, the Company issued 2,000,000 common shares in exchange for a service agreement for a fair value of $190,000. On August 28, 2015, the Company issued 750,000 common shares in exchange for a service agreement for a fair value of $71,250. Common Share Purchase Warrants As of August 31, 2015 there are 2,450,000 common share purchase warrants issued and outstanding. 250,000 common share purchase warrants allow 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. 2,200,000 common share purchase warrants allow the holder to purchase 1 common share of the company at an exercise price of $0.10 per warrant up to the expiration date of August 27, 2019. Equity Instruments to be issued For services received for the year ended August 31, 2015 under a service agreement, the company is committed to issue 250,000 common shares, valued at $18,000 as of August 31, 2015. For the extension of a note payable - related party and issuance of a new note payable related party as described in Note 5, the company is committed to issue 600,000 common shares, valued at $43,200 as of August 31, 2015 and 600,000 common share purchase warrants, which allow the holder to purchase 1 common share of the company at an exercise price of $0.10 per warrant up to four years from the date of issuance, valued at $42,750 as of August 31, 2015. The company has received $65,000 related to subscriptions for 1,300,000 common shares to be issued in the future. Commitment to Issue Shares In exchange for a service agreement, the Company is required to issue 750,000 common shares on September 30, 2015. In exchange for a service agreement, the Company is required to issue 250,000 common shares on each of 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 |
9. RELATED PARTY
9. RELATED PARTY | 12 Months Ended |
Aug. 31, 2015 | |
Related Party Transactions [Abstract] | |
9. RELATED PARTY | 9. 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 year ended August 31, 2015 and August 31, 2014, $952,188 and $41,756 respectively, have been incurred related to this agreement and have been expensed in research and development expense. See Note 5 regarding notes payable - related parties. The Company is related to the Chief Execuitive Officer ("CEO"), who is also the company's president and sole board member. For the year ended August 31, 2015 and August 31, 2014, $125,000 and $nil respectively, have been expensed related to compensation to the CEO and is included in accounts payable and general and administrative expense. The company has entered into an employment agreement with the CEO for $225,000 per year up to August 27, 2018. |
10. COMMITMENTS
10. COMMITMENTS | 12 Months Ended |
Aug. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
10. COMMITMENTS | 10. COMMITMENTS In exchange for a service agreement, the Company is committed to pay $5,000 per month through August 5, 2016 and to issue 250,000 common shares on each of October 5, 2015; January 5, 2016; April 5, 2016 and July 5, 2016. On October 24, 2014, the Company entered into a License Agreement with Life Medical Technologies, Inc. ('Life Medical") 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 8, valued at $376,064 and payment of $125,000 cash. These amounts have been considered prepayments of the royalties commitment note above and are included in prepaid expenses on the accompanying balance sheet at August 31, 2015. For the year ended August 31, 2015, $66,667 of the above noted prepayment has been expensed. The recipients of 526,315 shares related to the royalties noted above, valued at $70,000, are also to be paid in cash or shares of common stock, at the company's option, an amount equal to the excess, if any, of $70,000 over the value of such shares as of December 12, 2015. |
11. CONTINGENCIES
11. CONTINGENCIES | 12 Months Ended |
Aug. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
11. CONTINGENCIES | 11. CONTINGENCIES On November 24, 2015, the company received a notice of default from Medpac, the company who holds the $500,000 convertible note payable described in Note 6. Medpac contends that the company has defaulted under the provisions of this note payable and have thus demanded repayment of the full amount of the note payable and interest payable to date by December 30, 2015 (estimated to be a total of $526,667). In addition, Medpac contends that the company will be obligated to pay the costs of collection, including legal fees and expenses. It is management's contention that the company has not defaulted under the provisions of the note payable and thus is not required to repay the note payable or interest payable at this time. The outcome of this contingency is not determinable at this time. On November 30, 2015, the company's subsidiary EFIL Sub of ECG Inc. received a breach of contract notice related to its license agreement with Life Medical as described in Note 10. Life Medical contends that the company has defaulted under the provisions of this agreement and have thus triggered penalty clauses in the agreement. Life Medical is now demanding payment of these penalties. As per the breach of contract notice details, it is estimated that the total penalty could be as high as $770,000 based on the formula: $1 per every 100 people in each designated country, up to a maximum of $150,000 per designated country, with a total of seven countries identified in the notice. In addition due to this breach, Life Medical also contends that the license rights to the seven countries identified now belongs exclusively to Life Medical. It is management's contention that the company has not defaulted under the provisions of the agreement and thus is not required to pay any such penalties, nor have the licensing rights reverted back to Life Medical in the seven countries identified. The outcome of this contingency is not determinable at this time. |
12. SUBSEQUENT EVENTS
12. SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2015 | |
Subsequent Events [Abstract] | |
12. SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS On September 28, 2015, the Company issued 4,300,000 common shares and 4,300,000 common share purchase warrants, which allow the holder to purchase 1 common share of the company at an exercise price of $0.10 per warrant up to September 28, 2019, for total proceeds of $210,000. In conjunction with this common share issuance, the company issued 320,000 common shares to a company that arranged a portion of the financing. On September 28, 2015, the Company issued 1,250,000 common shares in satisfaction of the obligation to issue 250,000 common shares as described in Note 8 under equity instruments to be issued and the commitment to issue 250,000 common shares on each of October 5, 2015; January 5, 2016; April 5, 2016 and July 5, 2016 as per a service agreement as described in Note 10. On October 8, 2015, the Company cancelled 10,000,000 preferred shares which were owned by the company's subsidiary 2340960 Ontario Inc. for proceeds of $nil. |
2. SUMMARY OF SIGNIFICANT ACC19
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Aug. 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 The estimated fair value of certain financial instruments, including cash and cash equivalents, and accounts payable are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features are comparable to rates of returns for instruments of similar credit risk. |
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. Included in prepaid expenses on the accompanying balance sheet at August 31, 2015 is $521,105 of the unamortized portion of share based payments for services to be rendered. |
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 August 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. |
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 assets and liabilities, average rates of exchange for the period of transactions for revenues and expenses and historical rates for 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 August 31, 2015 and August 31, 2014, the cumulative translation adjustment of $103,432 and $4,999 respectively was classified as accumulated other comprehensive income in the stockholders' equity section of the balance sheet. For the years ended August 31, 2015 and August 31, 2014, the foreign currency translation adjustment to accumulated other comprehensive income was $98,433 and $3,102 respectively. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings (loss) per share on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the year including stock options, using the treasury stock method. In computing diluted EPS, the average stock price for the year is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is antidilutive. |
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. Computer 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 and equipment are recorded upon disposal. |
Research and Development Expenses | Research and Development Expenses All research and development costs are expensed as incurred. |
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 years ended August 31, 2015 and August 31, 2014 there was an impairment charge of $nil and $nil, respectively with respect to license agreement and an impairment charge of $nil and $181,297, respectively with respect to goodwill. |
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. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers Deferral of the Effective Date, In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period In August 2014, the FASB issued Accounting Standards Update 201415 (ASU 2014-15), Presentation of Financial Statements Going Concern (Subtopic 205 40): Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern |
3. PROPERTY & EQUIPMENT (Tables
3. PROPERTY & EQUIPMENT (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property & Equipment | August 31, 2015 August 31, 2014 Cost Accumulated Depreciation Net Book Value Net Book Value Computer equipment $ 3,645 $ 2,431 $ 1,214 $ 2,960 $ 3,645 $ 2,431 $ 1,214 $ 2,960 |
7. INCOME TAXES (Tables)
7. INCOME TAXES (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Income Tax (Expense) Benefit | August 31, 2015 August 31, 2014 U.S. statutory rate $ 872,648 $ 120,916 Tax rate difference between Canada and U.S. (48,231 ) (18,396 ) Other (468 ) Change in valuation allowance (823,949 ) (102,520 ) Effective tax rate $ $ |
Tax Effects of Temporary Differences | August 31, 2015 August 31, 2014 Net operating loss carryforwards $ 922,520 $ 102,520 Temporary differences - intangible asset 3,949 Less: valuation allowance (926,469 ) (102,520 ) Deferred tax assets $ $ |
1. OVERVIEW (Details Narrative)
1. OVERVIEW (Details Narrative) - USD ($) | Aug. 31, 2015 | Aug. 31, 2014 |
Accounting Policies [Abstract] | ||
Accumulated Deficit | $ (2,980,587) | $ (467,483) |
2. SUMMARY OF SIGNIFICANT ACC23
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Accounting Policies [Abstract] | ||
Cumulative Translation Adjustment | $ 103,432 | $ 4,999 |
Foreign Currency Translation Adjustment to Accumulated other Comprehensive Income | $ 98,433 | 3,102 |
Impairment of Long-Lived Assets | $ 181,297 | |
Share based payments for services, Unamortized | $ 521,105 |
3. PROPERTY & EQUIPMENT - Prope
3. PROPERTY & EQUIPMENT - Property & Equipment (Details) - USD ($) | Aug. 31, 2015 | Aug. 31, 2014 |
Property Plant Equipment, Net | $ 1,214 | $ 2,960 |
Computer Equipment | ||
Property Plant Equipment | 3,645 | 3,645 |
Accumulated depreciation | 2,431 | 2,431 |
Property Plant Equipment, Net | $ 1,214 | $ 2,960 |
3. PROPERTY & EQUIPMENT (Detail
3. PROPERTY & EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation Expense | $ 1,328 | $ 1,490 |
4. DUE TO RELATED PARTIES (Deta
4. DUE TO RELATED PARTIES (Details Narrative) - USD ($) | Aug. 31, 2015 | Aug. 31, 2014 |
Notes to Financial Statements | ||
Due to Related Parties | $ 55,864 | $ 74,423 |
5. NOTES PAYABLE - RELATED PA27
5. NOTES PAYABLE - RELATED PARTIES (Details Narrative) - Canada, Dollars - USD ($) | Aug. 31, 2015 | Aug. 31, 2014 |
2399371 Ontario Inc. | ||
Promissory Note Balance | $ 583,000 | $ 418,000 |
Note Interest Rate | 12.00% | 12.00% |
9058583 Canada Inc. | ||
Promissory Note Balance | $ 79,106 | |
Note Interest Rate | 12.00% | |
2399371 Ontario Inc. II | ||
Promissory Note Balance | $ 64,500 | |
Note Interest Rate | 12.00% |
6. CONVERTIBLE NOTES PAYABLE (D
6. CONVERTIBLE NOTES PAYABLE (Details Narrative) | 12 Months Ended |
Aug. 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 |
7. INCOME TAXES - Reconciliatio
7. INCOME TAXES - Reconciliation of Income Tax (Expense) Benefit (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
U.S. statutory rate | $ 872,648 | $ 120,916 |
Tax rate difference between Canada and U.S. | (4823100.00%) | (1839600.00%) |
Other | (46800.00%) | |
Change in valuation allowance | $ (823,949) | $ (102,520) |
Effective tax rate |
7. INCOME TAXES - Tax Effects o
7. INCOME TAXES - Tax Effects of Temporary Differences (Details) - USD ($) | Aug. 31, 2015 | Aug. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 922,520 | $ 102,520 |
Temporary differences - intangible asset | 3,949 | |
Less: valuation allowance | $ (926,469) | $ (102,520) |
Deferred tax assets |
7. INCOME TAXES (Details Narrat
7. INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
US Statutory Rate | 35.00% | |
Canadian Tax Rates | 26.50% | 15.50% |
2340960 Ontario Inc. - Expiring 2033 | Canada, Dollars | ||
Non-Capital Losses | $ 42,736 | |
2340960 Ontario Inc. - Expiring 2034 | Canada, Dollars | ||
Non-Capital Losses | 94,339 | |
2340960 Ontario Inc. - Expiring 2035 | Canada, Dollars | ||
Non-Capital Losses | $ 619,389 |
8. STOCKHOLDERS' DEFICIT (Detai
8. STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 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 | 1,500,000 | |
Sale of Stock, Proceeds | $ 172,000 | |
Fair Value, Warrants Issued | $ 135,000 | |
Warrants Issued | 4,900,000 | |
Issuance of common stock for services, Shares | 12,430,000 | |
Issuance of common stock for services, Value | $ 1,450,250 | |
Issuance of common stock for cash, Value | $ 372,000 | |
Share Purchase Warrants Issued and Outstanding | 2,450,000 | |
Maximum Number of Shares Held under Equity Incentive Plan | 10,000,000 | |
Equity to be issued, Shares | 1,450,000 | |
Equity to be issued, Value | $ 103,950 | |
Subscriptions, Shares | 13,000,000 | |
Subscriptions, Value | $ 65,000 | |
Commitment to Issue Shares | In exchange for a service agreement, the Company is required to issue 750,000 common shares on September 30, 2015. In exchange for a service agreement, the Company is required to issue 250,000 common shares on each of October 5, 2015; January 5, 2016; April 5, 2016 and July 5, 2016. |
9. RELATED PARTY (Details Narra
9. RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Research and Development Expense | $ 952,188 | $ 41,756 |
Compensation to CEO | $ 125,000 | |
2419596 Ontario Inc. | ||
Ownership Percentage | 34.00% |
10. COMMITMENTS (Details Narrat
10. COMMITMENTS (Details Narrative) | 12 Months Ended |
Aug. 31, 2015USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Service Agreement Commitment | In exchange for a service agreement, the Company is committed to pay $5,000 per month through August 5, 2016 and to issue 250,000 common shares on each of October 5, 2015; January 5, 2016; April 5, 2016 and July 5, 2016. |
License Agreement | On October 24, 2014, the Company entered into a License Agreement with Life Medical Technologies, Inc. ('Life Medical") with respect to Life Medicals BreastCare DTS BreastCare DTS |
Prepayment of Royalties | $ 66,667 |
11. CONTINGENCIES (Details Narr
11. CONTINGENCIES (Details Narrative) | Aug. 31, 2015USD ($) |
Medpac | |
Loss Contingency | $ 526,667 |
Life Medical | |
Loss Contingency | $ 770,000 |
12. SUBSEQUENT EVENTS (Details
12. SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 14, 2015 | Aug. 31, 2015 | |
Warrants Issued, Shares | 2,450,000 | |
Equity Issued, Value | $ 372,000 | |
Subsequent Event [Member] | ||
Stock Issued, Shares | 4,300,000 | |
Warrants Issued, Shares | 4,300,000 | |
Equity Issued, Value | $ 210,000 | |
Stock Issued for Financing, Shares | 320,000 | |
Stock Issued for Royalties | 1,250,000 | |
Stock Cancelled, Shares | 10,000,000 |