Document and Entity Information
Document and Entity Information | 6 Months Ended |
Feb. 29, 2016shares | |
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 | Feb. 29, 2016 |
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 | 119,455,321 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2,016 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) | Feb. 29, 2016USD ($) | Aug. 31, 2015USD ($) |
Current Assets | ||
Cash | $ 23,135 | $ 32,427 |
Prepaid expenses | 425,132 | 568,537 |
Financing costs, net | 101,172 | 105,999 |
Total Current Assets | 549,439 | $ 706,963 |
Investment in Medpac Asia Pacific Unit Trust | 202,882 | |
Prepaid expenses - non-current portion | 285,715 | $ 392,516 |
Property and Equipment, net | 593 | 1,214 |
Deposit on equipment purchase | 250,000 | 150,000 |
TOTAL ASSETS | 1,288,629 | 1,250,693 |
Current Liabilities | ||
Accounts payable | 395,602 | 598,835 |
Due to related parties | $ 40,827 | 55,864 |
Notes payable - related parties | 549,502 | |
Total Current Liabilities | $ 436,429 | 1,204,201 |
Convertible Notes Payable | 1,235,123 | 525,000 |
TOTAL LIABILITIES | 1,671,552 | 1,729,201 |
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, 119,455,321 shares issued and outstanding at February 29, 2016 and 109,460,321 issued and outstanding at August 31, 2015 | 119,455 | 109,460 |
Additional paid in capital | 2,984,387 | 2,110,237 |
Equity instruments to be issued | 295,144 | 168,950 |
Accumulated other comprehensive income | 475,219 | 103,432 |
Accumulated deficit | (4,267,128) | (2,980,587) |
TOTAL STOCKHOLDERS' DEFICIT | (382,923) | (478,508) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,288,629 | $ 1,250,693 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Feb. 29, 2016 | Aug. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred Stock Par Value | $ .001 | $ .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 | $ .001 | $ 0.001 |
Common Stock Shares Authorized | 190,000,000 | 190,000,000 |
Common Stock Shares Issued | 119,455,321 | 109,460,321 |
Common Stock Shares Outstanding | 119,455,321 | 109,460,321 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 29, 2016 | Feb. 28, 2015 | Feb. 29, 2016 | Feb. 28, 2015 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating Expenses | ||||
General and administrative | $ 368,020 | $ 190,832 | $ 755,553 | $ 303,471 |
Research and development - related party | 284,176 | 3,416 | 284,176 | 138,229 |
Research and development - other | 23,900 | 66,870 | 104,110 | 76,870 |
Total Operating Expenses | 676,096 | 261,118 | 1,143,839 | 518,570 |
Loss from Operations | 676,096 | (261,118) | (1,143,839) | (518,570) |
Other Expenses | ||||
Interest expense - related parties | 16,922 | $ 20,480 | 33,912 | $ 40,070 |
Interest expense - other | 7,618 | 18,118 | ||
Amortization - loan costs | 56,090 | $ 8,707 | 90,672 | $ 17,414 |
Loss before Income Taxes | $ (756,726) | $ (290,305) | $ (1,286,541) | $ (576,054) |
Provision for Income Taxes | ||||
Net Loss | $ (722,204) | $ (290,305) | $ (1,286,541) | $ (576,054) |
Other Comprehensive Income | ||||
Foreign currency translation adjustment | 313,303 | 92,677 | 371,787 | 76,521 |
Comprehensive Loss | $ (443,423) | $ (197,628) | $ (914,754) | $ (499,533) |
Loss per Share: | ||||
Basic and Diluted loss per share | $ (0.01) | $ 0 | $ (0.01) | $ (0.01) |
Weighted Average Number of Shares Outstanding Basic and Diluted | 119,328,947 | 90,301,774 | 116,556,366 | 88,683,381 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) | 6 Months Ended | |||
Feb. 29, 2016USD ($) | Feb. 29, 2016CAD | Feb. 28, 2015USD ($) | Feb. 28, 2015CAD | |
Cash Flows from Operating Activities | ||||
Net loss | $ (1,286,541) | $ (576,054) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Amortization of prepaid expenses | 606,663 | 32,250 | ||
Equity instruments to be issued cancelled refinancing costs | CAD | CAD (85,950) | |||
Warrants issued for research and development - related party | CAD | 78,996 | |||
Depreciation of property and equipment | 594 | 699 | ||
Amortization of financing costs | 90,672 | 15,134 | ||
Income from investment in Medpac Asia Pacific Unit Trust | CAD | (2,882) | |||
Changes in assets and liabilities: | ||||
Prepaid expenses | (33,555) | (112,500) | ||
Accounts payable | (108,130) | 176,303 | ||
Net cash used in operating activities | (740,133) | $ (464,168) | ||
Cash Flows from Investing Activities | ||||
Deposit on equipment purchase | (100,000) | |||
Net cash used in investing activities | (100,000) | |||
Cash Flows from Financing Activities | ||||
Repayments of due to related parties | $ (14,121) | |||
Advances from related parties | $ 11,798 | |||
Proceeds from notes payable - related parties | $ 53,956 | 195,163 | ||
Proceeds from issuance of common shares | 180,000 | 197,000 | ||
Proceeds received on equity instruments to be issued | CAD | 255,144 | |||
Net cash provided by financing activities | 474,979 | 403,961 | ||
Effect of exchange rate on cash | 355,862 | 25,974 | ||
Decrease in Cash | (9,292) | (34,233) | ||
Cash, beginning of period | 32,427 | CAD 86,617 | ||
Cash, end of period | $ 23,135 | $ 52,384 | ||
Non-Cash Supplemental Cash Flow Information: | ||||
Issuance of common shares and common share purchase warrants for services recorded as prepaid expenses | CAD | 340,902 | |||
Issuance of common shares for investment in Medpac Asia Pacific Unit Trust | CAD | 200,000 | |||
Issuance of convertible not payable - related party for notes payable - related parties, accrued interest and financing costs | CAD | 671,351 | |||
Issuance of common share purchase warrants for financing costs | CAD | CAD 59,247 |
1. OVERVIEW
1. OVERVIEW | 6 Months Ended |
Feb. 29, 2016 | |
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 advanced 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 $4,267,128 as of February 29, 2016. 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 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 February 29, 2016 and the results of operations and cash flows for the periods presented. The results of operations for the three months and six months ended February 29, 2016 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 10-K filed with the SEC on December 14, 2015. 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 | 6 Months Ended |
Feb. 29, 2016 | |
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 February 29, 2016 and August 31, 2015 is the unamortized portion of share based payments for services to be rendered of $612,227 and $791,962 respectively. 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 period 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 period end rates of exchange for assets and liabilities, average rates of exchange for the period for revenues and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the functional currency of Canadian dollar Canadian operation's financial statements into the reporting currency of U.S. dollar financial statements are included in determining comprehensive income. As of February 29, 2016 and August 31, 2015, the cumulative translation adjustment of $475,219 and $103,432 respectively was classified as accumulated other comprehensive income in the stockholders' deficit section of the balance sheet. For the periods ended February 29, 2016 and February 28, 2015, the foreign currency translation adjustment to accumulated other comprehensive income was $371,787 and $92,677 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. Investments in non-consolidated subsidiaries Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. Research and Development Expenses All research and development costs are expensed as incurred. 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. INVESTMENT IN MEDPAC ASIA PA
3. INVESTMENT IN MEDPAC ASIA PACIFIC UNIT TRUST | 6 Months Ended |
Feb. 29, 2016 | |
Notes to Financial Statements | |
3. INVESTMENT IN MEDPAC ASIA PACIFIC UNIT TRUST | 3. INVESTMENT IN MEDPAC ASIA PACIFIC UNIT TRUST The Company, in exchange for 4,000,000 common shares, valued at $200,000, acquired, on December 16, 2015, 200,000 trust units of Medpac Asia Pacific Unit Trust representing approximately 32.86% of the entity's voting units and thus has significant influence over the entity. As such, it is accounted for using the equity method. The company's proportionate share of the entity's income is adjusted for any inter-entity transactions between the company and the entity, which in this case would be interest on the convertible note payable described in Note 5. |
4. DUE TO RELATED PARTIES
4. DUE TO RELATED PARTIES | 6 Months Ended |
Feb. 29, 2016 | |
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 February 29, 2016 and August 31, 2015, the amounts of due to related parties are $40,827 and $55,864 respectively. |
5. CONVERTIBLE NOTES PAYABLE-RE
5. CONVERTIBLE NOTES PAYABLE-RELATED PARTIES | 6 Months Ended |
Feb. 29, 2016 | |
Debt Disclosure [Abstract] | |
5. CONVERTIBLE NOTES PAYABLE-RELATED PARTIES | 5. CONVERTIBLE NOTES PAYABLE - RELATED PARTIES (Continued) As at February 29, 2016 and August 31, 2015, the Company has a convertible promissory note outstanding to 2399371 Ontario Inc., a company owned by an affiliate, for $960,300 Canadian ($710,123 US$) and $nil Canadian ($nil US$), respectively. The note bears interest at 12% per annum with principal and interest both payable on the maturity date of January 31, 2018. The principal amount of the note together with any accrued interest is convertible into shares of the common stock of the Company at a conversion price of $0.0873 Canadian. The note is secured by the common shares of 2340960 Ontario Inc. and a lien on all of the company's assets. This note was issued on February 10, 2016, in satisfaction of the following other notes payable - related parties, accrued interest and financing fees: a promissory note to 2399371 Ontario Inc., a company owned by an affiliate, for $583,000 Canadian ($419,424 US$) plus accrued interest on such note of $110,770 Canadian ($79,691 US$); a promissory note to 2399371 Ontario Inc., a company owned by an affiliate, for $64,500 Canadian ($48,496 US$) plus accrued interest on such note of $4,515 Canadian ($3,339 US$); a promissory note to 2399371 Ontario Inc., a company owned by an affiliate, for $91,499 Canadian ($65,827 US$), which was issued December 18, 2015 in satisfaction of a promissory note to 9058583 Canada Inc., a company owned by an affiliate, plus accrued interest on such note of $2,346 Canadian ($1,735 US$); a promissory note to 2399371 Ontario Inc., a company owned by an affiliate, for $75,000 Canadian issued December 18, 2015 ($54,030 US$) plus accrued interest on such note of $1,923 Canadian ($1,422 US$); plus financing fees of $26,746 Canadian (19,242 US$). Commitments to issue 600,000 common shares valued at $43,200 and 600,000 common share purchase warrants valued at $42,750 related to the above extinguished notes payable - related parties have been cancelled. Accrued interest on convertible notes payable - related parties as at February 29, 2016 and August 31, 2015 was $35,000 and $14,000 respectively and is included in accounts payable. |
6. STOCKHOLDERS' DEFICIT
6. STOCKHOLDERS' DEFICIT | 6 Months Ended |
Feb. 29, 2016 | |
Equity [Abstract] | |
6. STOCKHOLDERS' DEFICIT | 6. STOCKHOLDERS' DEFICIT Common Shares and Common Share Purchase Warrant Issuance On September 28, 2015, the Company issued 4,100,000 common shares for proceeds of $205,000. In conjunction with this common share offering the company also issued 520,000 common shares in respect of finders fees. On September 28, 2015, the Company issued 1,250,000 common shares in exchange for a service agreement for a fair value of $137,500. On November 3, 2015, the Company issued 750,000 common shares in exchange for a service agreement for a fair value of $75,000. On November 3, 2015, the Company issued 125,000 common shares in exchange for a service agreement for a fair value of $12,500. On January 16, 2016, the Company issued 4,000,000 common shares in exchange for the investment in Medpac Asia Pacific Unit Trust for a fair value of $200,000. On February 8, 2016, the Company cancelled 750,000 common shares with a par value of $750 and additional paid in capital amount of $16,280, that were issued on September 28, 2015 due to default under the service agreement. Common Share Purchase Warrants On February 12, 2016, the Company issued 13,750,000 common share purchase warrants for research and development, compensation and consulting services with a fair value of $271,176. As of February 29, 2016 there are 20,050,000 common share purchase warrants issued and outstanding. 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. 4,100,000 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 September 28, 2019. 2,000,000 common share purchase warrants allow the holder to purchase 1 share of the company at an exercise price of $0.03 per warrant up to the expiration date of February 28, 2019. 11,750,000 common share purchase warrants allow the holder to purchase 1 share of the company at an exercise price of $0.01 per warrant up to the expiration date of February 28, 2019. Equity Instruments to be Issued The company has received $56,451 related to subscriptions for 1,050,000 common shares to be issued in the future. The company has received $335,000 Canadian ($238,693 US) related to subscriptions on the commitment to issue common shares and common share purchase warrants noted below. Commitment to Issue Common Shares and Common Share Purchase Warrants On February 17, 2016, the company entered into subscription agreements with ten individuals for an aggregate proceeds of $1,500,000 Canadian ($1,082,251 US) to issue an aggregate of 16,901,400 common shares and 10,000,000 common share purchase warrants, exerciseable at $0.15 per common share up to February 28, 2019. It is anticipated that issuances under the subscription agreements will be as follows: Date Amount (Cdn $) Number of Common Shares to be issued Number of Common Share Purchase Warrants to be issued Upon acceptance of subscription $ 335,000 3,774,810 2,233,000 March 1, 2016 325,000 3,661,570 2,166,000 April 1, 2016 230,000 2,591,710 1,533,000 May 1, 2016 160,000 1,802,410 1,066,000 June 1, 2016 165,000 1,859,880 1,100,000 July 1, 2016 155,000 1,746,640 1,033,000 August 1, 2016 130,000 1,464,380 869,000 $ 1,500,000 16,901,400 10,000,000 Equity Incentive Plan The Company has created the Event Cardio Group Inc. 2015 Equity Incentive Plan ("equity incentive plan") which allows for the |
7. RELATED PARTY
7. RELATED PARTY | 6 Months Ended |
Feb. 29, 2016 | |
Related Party Transactions [Abstract] | |
7. RELATED PARTY | 7. 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 six months ended February 29, 2016 and February 28, 2015 $284,176 and $138,229 respectively, have been incurred related to this agreement and have been expensed in research and development expense. See Note 4 regarding convertible notes payable - related parties. The company is party to an employment agreement running from February 1, 2016 to January 31, 2018 with the CEO for $100,000 per year up to January 31, 2017, at which time the board will determine the annual salary for the second year. In addition, the CEO will be entitled to receive a bonus of $225,000 when the company achieves profitable operations. If the company is sold before the bonus has been paid in full, the CEO will be paid such amount out of the proceeds of the sale or cash on hand in the event of a stock sale. This employment agreement supercedes and replaces all obligations of the company under a previous employment agreement, dated August 27, 2015, with the CEO, whereby the CEO was to have earned a salary of $225,000 per year up to August 31, 2018 and was to have been paid $125,000 for past services. The Company is related to the Chief Executive Officer ("CEO"), who is also the company's president and sole board member. For the six months ended February 29, 2016 and February 28, 2015, $8,333 and $nil respectively, have been expensed related to compensation to the CEO and included in general and administrative expense. Included in accounts payable at February 29, 2016 and August 31, 2015 is $nil and $nil respectively related to this employment agreement. |
8. COMMITMENTS
8. COMMITMENTS | 6 Months Ended |
Feb. 29, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
8. COMMITMENTS | 8. COMMITMENTS 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 has made prepayments of the royalties commitment noted above and such are included in prepaid expenses on the accompanying balance sheet at February 29, 2016. For the six months ended February 29, 2016, and February 28, 2016 $25,000 and $nil respectively of the above noted prepayment has been expensed. The recipients of 526,315 shares related to prepaid royalties were 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. This amount has not yet been paid given the disagreement as disclosed in Note 8. The Company is party to a Sublicense agreement with 9508583 Canada Inc. with respect to the exclusive rights to distribute the BreastCare DTS |
9. CONTINGENCIES
9. CONTINGENCIES | 6 Months Ended |
Feb. 29, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
9. CONTINGENCIES | 9. CONTINGENCIES 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 7. 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. |
10. SUBSEQUENT EVENTS
10. SUBSEQUENT EVENTS | 6 Months Ended |
Feb. 29, 2016 | |
Subsequent Events [Abstract] | |
10. SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS On March 15, 2016, the Company entered into an IT service agreement, that expires November 15, 2016, in exchange for 250,000 common shares of the company, valued at $7,250. On March 25, 2016 the Company announced that it was amending its articles of incorporation for authorization to issue 300,000,000 common shares and 10,000,000 blank check preferred shares undesignated as to series. |
1. OVERVIEW (Policies)
1. OVERVIEW (Policies) | 6 Months Ended |
Feb. 29, 2016 | |
Accounting Policies [Abstract] | |
Description of Business | 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 advanced 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 | 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 $4,267,128 as of February 29, 2016. 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 | 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 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 February 29, 2016 and the results of operations and cash flows for the periods presented. The results of operations for the three months and six months ended February 29, 2016 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 10-K filed with the SEC on December 14, 2015. 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 ACC17
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Feb. 29, 2016 | |
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 February 29, 2016 and August 31, 2015 is the unamortized portion of share based payments for services to be rendered of $612,227 and $791,962 respectively. |
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 period 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 period end rates of exchange for assets and liabilities, average rates of exchange for the period for revenues and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the functional currency of Canadian dollar Canadian operation's financial statements into the reporting currency of U.S. dollar financial statements are included in determining comprehensive income. As of February 29, 2016 and August 31, 2015, the cumulative translation adjustment of $475,219 and $103,432 respectively was classified as accumulated other comprehensive income in the stockholders' deficit section of the balance sheet. For the periods ended February 29, 2016 and February 28, 2015, the foreign currency translation adjustment to accumulated other comprehensive income was $371,787 and $92,677 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. |
Investment in non-consolidated subsidiaries | Investments in non-consolidated subsidiaries Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. |
Research and Development Expenses | Research and Development Expenses All research and development costs are expensed as incurred. |
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 |
6. STOCKHOLDERS' DEFICIT (Table
6. STOCKHOLDERS' DEFICIT (Tables) | 6 Months Ended |
Feb. 29, 2016 | |
Stockholders Deficit Tables | |
Stockholders Deficit | Date Amount (Cdn $) Number of Common Shares to be issued Number of Common Share Purchase Warrants to be issued Upon acceptance of subscription $ 335,000 3,774,810 2,233,000 March 1, 2016 325,000 3,661,570 2,166,000 April 1, 2016 230,000 2,591,710 1,533,000 May 1, 2016 160,000 1,802,410 1,066,000 June 1, 2016 165,000 1,859,880 1,100,000 July 1, 2016 155,000 1,746,640 1,033,000 August 1, 2016 130,000 1,464,380 869,000 $ 1,500,000 16,901,400 10,000,000 |
1. OVERVIEW (Details Narrative)
1. OVERVIEW (Details Narrative) - USD ($) | Feb. 29, 2016 | Aug. 31, 2015 |
Accounting Policies [Abstract] | ||
Accumulated Deficit | $ (4,267,128) | $ (2,980,587) |
4. DUE TO RELATED PARTIES (Deta
4. DUE TO RELATED PARTIES (Details Narrative) - USD ($) | Feb. 29, 2016 | Aug. 31, 2015 |
Notes to Financial Statements | ||
Due to Related Parties | $ 40,827 | $ 55,864 |
4. NOTES PAYABLE - RELATED PART
4. NOTES PAYABLE - RELATED PARTIES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Feb. 29, 2016 | Aug. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Accrued Interest | $ 35,000 | $ 14,000 |
6. STOCKHOLDERS' DEFICIT (Detai
6. STOCKHOLDERS' DEFICIT (Details) - CAD | Feb. 29, 2016 | Aug. 31, 2015 |
Amount | CAD 1,500,000 | |
Number of Common Shares to be issued | 119,455,321 | 109,460,321 |
Number of Common Share Purchase Warrants to be issued | 10,000,000 | |
Upon Acceptance | ||
Amount | CAD 335,000 | |
Number of Common Shares to be issued | 3,774,810 | |
Number of Common Share Purchase Warrants to be issued | 2,233,000 | |
March 1, 2016 | ||
Amount | CAD 325,000 | |
Number of Common Shares to be issued | 3,661,570 | |
Number of Common Share Purchase Warrants to be issued | 2,166,000 | |
April 1, 2016 | ||
Amount | CAD 230,000 | |
Number of Common Shares to be issued | 2,591,710 | |
Number of Common Share Purchase Warrants to be issued | 1,533,000 | |
May 1, 2016 | ||
Amount | CAD 160,000 | |
Number of Common Shares to be issued | 1,802,410 | |
Number of Common Share Purchase Warrants to be issued | 1,066,000 | |
June 1, 2016 | ||
Amount | CAD 165,000 | |
Number of Common Shares to be issued | 1,859,880 | |
Number of Common Share Purchase Warrants to be issued | 1,100,000 | |
July 1, 2016 | ||
Amount | CAD 155,000 | |
Number of Common Shares to be issued | 1,746,640 | |
Number of Common Share Purchase Warrants to be issued | 1,033,000 | |
August 1, 2016 | ||
Amount | CAD 130,000 | |
Number of Common Shares to be issued | 1,464,380 | |
Number of Common Share Purchase Warrants to be issued | 869,000 |
7. RELATED PARTY (Details Narra
7. RELATED PARTY (Details Narrative) - USD ($) | 6 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Research and Development Expense | $ 284,176 | $ 138,229 |
Compensation to CEO | 8,333 | 0 |
Accounts Payable, Compensation | $ 0 | $ 0 |
2419596 Ontario Inc. | ||
Ownership Percentage | 34.00% |
8. COMMITMENTS (Details Narrati
8. COMMITMENTS (Details Narrative) - USD ($) | 6 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Prepayment of Royalties | $ 25,000 | $ 0 |