Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2016 | Dec. 07, 2016 | Feb. 29, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | IMMAGE BIOTHERAPEUTICS CORP. | ||
Entity Central Index Key | 1,564,273 | ||
Trading Symbol | immg | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 151,744,566 | ||
Entity Public Float | $ 22,891,062 | ||
Document Type | 10-K | ||
Document Period End Date | Aug. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 196,715 | $ 32,678 |
Prepaid expenses | 8,333 | 904 |
Total Current Assets | 205,048 | 33,582 |
Equipment, net | 32,158 | 40,370 |
Intangible assets, net of amortization of $316 and $79 as of August 31, 2016 and 2015 | 5,898 | 6,214 |
TOTAL ASSETS | 243,104 | 80,166 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 3,049 | 3,493 |
Loans from related parties | 52,767 | 47,909 |
Total Current Liabilities | 55,816 | 51,402 |
TOTAL LIABILITIES | 55,816 | 51,402 |
Stockholders' Equity | ||
Common stock: 200,000,000 authorized; $0.001 par value 146,744,566 and 143,744,566 shares issued and outstanding, respectively | 146,745 | 143,745 |
Common stock subscribed | 3,000 | |
Additional paid-in capital | 343,375 | 343,375 |
Subscriptions receivable | (375,000) | |
Accumulated deficit | (302,832) | (86,356) |
Total Stockholders' Equity | 187,288 | 28,764 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 243,104 | $ 80,166 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
BALANCE SHEETS | ||
Amortization of intangible assets | $ 316 | $ 79 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued | 146,744,566 | 143,744,566 |
Common stock, shares outstanding | 146,744,566 | 143,744,566 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 11 Months Ended | 12 Months Ended |
Aug. 31, 2015 | Aug. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating Expenses | ||
Selling, general and administrative | 10,969 | 98,878 |
Professional | 42,900 | 55,377 |
Research and development | 62,221 | |
Total operating expenses | 53,869 | 216,476 |
Net loss | $ (53,869) | $ (216,476) |
Basic and dilutive net loss per common share (in dollars per share) | $ 0 | $ 0 |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 101,994,394 | 145,305,874 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock | Additional Paid-in Capital | Common Stock Subscribed | Subscriptions Receivable | Accumulated Deficit | Total |
Balance at Sep. 30, 2014 | $ 100,201 | $ (89,329) | $ (32,487) | $ (21,615) | ||
Balance (in shares) at Sep. 30, 2014 | 100,201,045 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common shares issued for cash at $0.125 per share | $ 600 | 74,400 | 75,000 | |||
Common shares issued for cash at $0.125 per share (in shares) | 600,000 | |||||
Common shares issued for intangible assets | $ 42,944 | (36,651) | 6,293 | |||
Common shares issued for intangible assets (in shares) | 42,943,521 | |||||
Common shares subscribed | 372,000 | $ 3,000 | $ (375,000) | |||
Loans forgiven by Previous shareholder | 22,116 | 22,116 | ||||
Loans forgiven by related party | 839 | 839 | ||||
Net loss | (53,869) | (53,869) | ||||
Balance at Aug. 31, 2015 | $ 143,745 | 343,375 | 3,000 | (375,000) | (86,356) | $ 28,764 |
Balance (in shares) at Aug. 31, 2015 | 143,744,566 | 143,744,566 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common shares subscribed - cancelled | (372,000) | $ (3,000) | $ 375,000 | $ 375,000 | ||
Common shares issued for cash at $0.125 per share | $ 3,000 | 372,000 | 375,000 | |||
Common shares issued for cash at $0.125 per share (in shares) | 3,000,000 | |||||
Net loss | (216,476) | (216,476) | ||||
Balance at Aug. 31, 2016 | $ 146,745 | $ 343,375 | $ (302,832) | $ 187,288 | ||
Balance (in shares) at Aug. 31, 2016 | 146,744,566 | 146,744,566 |
STATEMENTS OF STOCKHOLDERS' EQ6
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - $ / shares | Aug. 31, 2016 | Aug. 31, 2015 |
Statement of Stockholders' Equity [Abstract] | ||
Common shares issued price per share | $ 0.125 | $ 0.125 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 11 Months Ended | 12 Months Ended |
Aug. 31, 2015 | Aug. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (53,869) | $ (216,476) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation expenses | 764 | 8,528 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (904) | (7,429) |
Accounts payable and accrued liabilities | 1,652 | (444) |
NET CASH USED IN OPERATING ACTIVITIES | (52,357) | (215,821) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (41,055) | |
NET CASH USED IN INVESTING ACTIVITIES | (41,055) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 75,000 | 375,000 |
Borrowings from related parties | 48,748 | 11,316 |
Repayments to related parties | (6,458) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 123,748 | 379,858 |
Net increase in cash and cash equivalents | 30,336 | 164,037 |
Cash and cash equivalents, beginning of period | 2,342 | 32,678 |
Cash and cash equivalents, end of period | 32,678 | 196,715 |
Supplemental cash flow information | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash investing and financing activities: | ||
Cancellation of subscribed common shares | $ 375,000 | |
Loans forgiven by previous shareholder | 22,116 | |
Loans forgiven by related party | 839 | |
Subscription receivable | 375,000 | |
Common shares issued for intangible assets | $ 6,293 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Aug. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS Immage Biotherapeutics (“we”, “our”, the “Company”) was incorporated in the State of Nevada on June 21, 2012 and originally established a fiscal year end of September 30. On September 8, 2015, the Company changed its fiscal year end to August 31. Immage Biotherapeutics is a biotechnology company developing cancer immunotherapy through the rapid and efficient development of cutting edge immunotherapy candidates using bioinformatics and outsourced laboratory resources. On May 8, 2015, a change in control of the Company occurred by virtue of the Company's largest shareholder, William Alex Robertson selling 60,058,909 shares of the Company's common stock to Coventry International Limited, a Hong Kong corporation. Such shares represent 59.9% of the Company's total issued and outstanding shares of common stock. On May 21, 2015, the Company filed Articles of Merger with the Nevada Secretary of State whereby it entered into a statutory merger with its wholly-owned subsidiary, Immage Biotherapeutics Corp. The Company was the surviving entity and then changed its name to “Immage Biotherapeutics Corp.” and ticker symbol to “IMMG”. Following the merger, Immage Biotherapeutics commenced with its business plan to develop as a biotechnology company developing cancer immunotherapy through the rapid and efficient development of cutting edge immunotherapy candidates using bioinformatics and outsourced laboratory resources. Even though much of the in vitro will be done with contract research organization, Immage Biotherapeutics will conduct many of the in vitro studies using certain purchased equipment. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Aug. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States and are presented in US dollars. Use of Estimates and Assumptions Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Related Parties The Company accounts for all transactions and balances with related parties in accordance with ASC 850, “Related Party Disclosures”. Cash and cash equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. At August 31, 2016 and 2015, the Company had $196,715 and $32,678 in cash and cash equivalents, respectively. Financial Instruments The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments consist of cash, accounts payable and accrued liabilities and amount due to related party. Pursuant to ASC 820, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the fair values of all of our other financial instruments approximate their carrying values current because of their nature and respective maturity dates or durations. Concentrations of Credit Risk The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and are depreciated using the straight-line method over the assets’ estimated useful lives. Principal useful lives are as follows: Equipment 5 years Normal maintenance and repairs for equipment are charged to expense as incurred, while significant improvements that increase the useful life or increase the productive capacity of the asset are capitalized. Intangible Assets Intangible assets that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and accumulated impairment losses. Intangible assets are amortized annually on a straight-line basis at the following rates: Patents 20 years Impairment or Disposal of Long-Lived Assets At each balance sheet date or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, management of the Company evaluates the recoverability of such assets. An impairment loss is recognized if the amount of undiscounted cash flows is less than the carrying amount of the asset, in which case the asset is written down to fair value. The fair value of the asset is measured by either quoted market prices or the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved. The Company has evaluated the carrying values of its assets as of August 31, 2016 and 2015 and has determined that no impairment is required. Revenue Recognition The Company recognizes revenue when products are fully delivered or services have been provided, the amount is fixed or determinable, persuasive evidence of an agreement exists, and collection is reasonably assured. Stock-Based Compensation ASC 718 "Compensation – Stock Compensation" prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity – Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. To date, the Company has not adopted a stock option plan and has not granted any stock options. Income Taxes The Company accounts for income taxes using an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. Net Loss per Share of Common Stock The Company has adopted ASC Topic 260, "Earnings per Share," ("EPS") which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding. Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. Research and development Costs incurred in connection with the development of new products and manufacturing methods are expensed as incurred. During the year ended August 31, 2016 and the period ended August 31, 2015, $62,221 and $0, respectively was expensed as research and development costs. Recent Accounting Pronouncements The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Aug. 31, 2016 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The Company’s interim financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $149,232, and accumulated deficit of $302,832. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock or debt in order to implement its business plan. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its operations by way of share issuances and advances from related parties. Management plans to seek additional funding to fund the operation of the Company’s business. |
EQUIPMENT
EQUIPMENT | 12 Months Ended |
Aug. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
EQUIPMENT | NOTE 4 – EQUIPMENT August 31, 2016 August 31, 2015 Equipment $ 41,055 $ 41,055 Less accumulated depreciation (8,897 ) (685 ) $ 32,158 $ 40,370 For the year ended August 31, 2016 and period ended August 31, 2015, depreciation expense was $8,212 and $685, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Aug. 31, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS August 31, 2016 August 31, 2015 Patent $ 6,293 $ 6,293 Less accumulated amortization (395 ) (79 ) $ 5,898 $ 6,214 For the year ended August 31, 2016 and period ended August 31, 2015, amortization expense was $316 and $79, respectively. |
LOAN PAYABLE - RELATED PARTY LO
LOAN PAYABLE - RELATED PARTY LOANS | 12 Months Ended |
Aug. 31, 2016 | |
Related Party Transactions [Abstract] | |
LOAN PAYABLE - RELATED PARTY LOANS | NOTE 6 – LOAN PAYABLE – RELATED PARTY LOANS During the year ended September 30, 2014, the Company received $22,116 as a loan from its previous shareholder. The loan is payable on demand, unsecured, and non-interest bearing. On May 8, 2015, the balance of the loan was forgiven by the previous shareholder and was recorded as additional paid in capital. During the period ended August 31, 2015, the Company had received $839 as a loan from one of the Company’s current officers. The loan was forgiven by the officer during the period and recorded as additional paid in capital. During the year ended August 31, 2016 and the period ended August 31, 2015, the Company received an advance of $6,358 and $41,059, respectively from the Company’s CEO by the way of loan for payment of Company’s operating expenses and repaid $6,358 and $0, to the CEO, respectively. As at August 31, 2016 and August 31, 2015, the Company was obligated to the CEO, for an unsecured, non-interest bearing demand loan with a balance of $41,059 and $41,059, respectively. During the year ended August 31, 2016 and the period ended August 31, 2015, the Company received an advance of $4,858 and $6,850 from a significant shareholder by the way of loan for payment of Company’s operating expenses. As at August 31, 2016 and August 31, 2015, the Company was obligated to the said shareholder, for an unsecured, non-interest bearing demand loan with a balance of $11,708 and $6,850, respectively. During the year ended August 31, 2016 the Company borrowed and repaid $100 to the Company CFO for purpose of opening a Company bank account. On September 21, 2015, a significant shareholder loaned the Company $375,000 by way of a promissory note. The promissory note matures on December 31, 2017, and bears interest at a rate of 2% per annum compounding quarterly. No payments are required until December 31, 2017. During the period ended August 31, 2016, this note was revoked (see note #7). |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Aug. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 7 – CAPITAL STOCK The Company has authorized 200,000,000 common shares with a par value of $0.001 per share. On June 4, 2015, the Company issued 42,943,521 common shares to an unaffiliated company for a patent of $6,293 On June 8, 2015, the Company entered into a subscription agreement with its major shareholders. Pursuant to the agreement, this shareholder purchased 3,600,000 common shares for $0.125 per share. On June 22, 2015, $75,000 was received by the Company and 600,000 common shares were issued to this shareholder. The remaining $375,000 for 3,000,000 subscribed common shares was recorded as subscription receivable as at August 31, 2015. On September 21, 2015, the Company cancelled this transaction and entered into a promissory note with the significant shareholder (see note #6). On January 18, 2016, the Company and a significant shareholder decided to revoke the promissory note of $375,000 dated September 21, 2015. The parties elected that the funds of $375,000 provided by the significant shareholder to the Company would be in satisfaction and completion of the subscription agreement entered into on June 8, 2015. Upon revocation of the promissory note it was agreed upon to issue a total of 3,000,000 shares for the total consideration of $375,000 which was received in October 2015. As of August 31, 2016 and 2015, the Company has not granted any stock options and has not recorded any stock-based compensation. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Aug. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES The Company provides for income taxes under ASC 740, "Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons: Year Ended Eleven Months Ended August 31, 2016 August 31, 2015 Federal income tax benefit attributable to: Current Operations 73,602 18,315 Less: Valuation Allowance (73,602 ) (18,315 ) Net provisions for Federal income taxes - - Net deferred tax assets consist of the following components as of: August 31, 2016 August 31, 2015 Deferred tax asset attributable to: Net operating loss carryover 102,963 29,361 Less: valuation allowance (102,963 ) (29,361 ) Net deferred tax asset - - Due to the change in ownership provisions of the Income Tax laws of United States of America, net operating loss carry forwards of $302,832, which expire commencing in fiscal 2036, for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years. The Company’s tax returns have been examined up to the current required date. No tax returns are currently being examined by the IRS. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Aug. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 9 – COMMITMENTS On December 10, 2015, the Company entered into an agreement to receive consulting and development services for a one-time fee of $24,000 and annual compensation of $15,000 paid in monthly installments. In addition the consultant is eligible to receive one or more bonus payments dependent on the achievement of certain developmental milestones. As of August 31, 2016, no milestones resulting in bonus payments have occurred. The Company has leased an office for a period of five Years and the lease payments are scheduled to be $200 per month. In addition, the Company has entered into a memorandum of understanding to have lab space at Howard University for a period of three years. The space is currently at no cost to the Company because we are working on a collaborative research agreement with Howard University. On November 3, 2016, the Company entered into a master clinical services agreement with DP Clinical Inc. for DP Clinical to provide clinical review services to the Company for submissions to the FDA. The term of the agreement is five (5) years. No charges have been incurred under this agreement to date and each engagement will be by work order, which will be billed at such time. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS On June 2, 2016, the Company entered into a License Agreement with PepVax, Inc., that granted the Company a provisional patent in exchange for 5,000,000 shares of the Company’s common stock. The agreement was considered executed upon the issuances of shares on October 10, 2016 as payment on the provisional patent. The provisional patent was filed on behalf of PepVax by an officer and significant shareholder PepVax, Inc. who is also an officer of the Company. On September 28, 2016, the Company entered into an agreement with ToxPlus Consulting, LLC, for ToxPlus to provide consulting services to the Company in connection with the company’s submission of its pre IND package to the Food and Drug Administration (FDA). To term of the agreement is one (i) year at a rate of $240 per hour, plus travel expenses, if any, for ToxPlus’ services. On November 3, 2016, the Company entered into a master clinical services agreement with DP Clinical Inc. for DP Clinical to provide clinical review services to the Company for submissions to the FDA. The term of the agreement is five (5) years. No charges have been incurred under this agreement to date and each engagement will be by work order, which will be billed at such time. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Aug. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States and are presented in US dollars. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. |
Related Parties | Related Parties The Company accounts for all transactions and balances with related parties in accordance with ASC 850, “Related Party Disclosures”. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. At August 31, 2016 and 2015, the Company had $196,715 and $32,678 in cash and cash equivalents, respectively. |
Financial Instruments | Financial Instruments The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments consist of cash, accounts payable and accrued liabilities and amount due to related party. Pursuant to ASC 820, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the fair values of all of our other financial instruments approximate their carrying values current because of their nature and respective maturity dates or durations. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and are depreciated using the straight-line method over the assets’ estimated useful lives. Principal useful lives are as follows: Equipment 5 years Normal maintenance and repairs for equipment are charged to expense as incurred, while significant improvements that increase the useful life or increase the productive capacity of the asset are capitalized. |
Intangible Assets | Intangible Assets Intangible assets that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and accumulated impairment losses. Intangible assets are amortized annually on a straight-line basis at the following rates: Patents 20 years |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Assets At each balance sheet date or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, management of the Company evaluates the recoverability of such assets. An impairment loss is recognized if the amount of undiscounted cash flows is less than the carrying amount of the asset, in which case the asset is written down to fair value. The fair value of the asset is measured by either quoted market prices or the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved. The Company has evaluated the carrying values of its assets as of August 31, 2016 and 2015 and has determined that no impairment is required. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when products are fully delivered or services have been provided, the amount is fixed or determinable, persuasive evidence of an agreement exists, and collection is reasonably assured. |
Stock-Based Compensation | Stock-Based Compensation ASC 718 "Compensation – Stock Compensation" prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity – Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. To date, the Company has not adopted a stock option plan and has not granted any stock options. |
Income Taxes | Income Taxes The Company accounts for income taxes using an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. |
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock The Company has adopted ASC Topic 260, "Earnings per Share," ("EPS") which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. |
Research and development | Research and development Costs incurred in connection with the development of new products and manufacturing methods are expensed as incurred. During the year ended August 31, 2016 and the period ended August 31, 2015, $62,221 and $0, respectively was expensed as research and development costs. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statements. |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Shedule of equipment | August 31, 2016 August 31, 2015 Equipment $ 41,055 $ 41,055 Less accumulated depreciation (8,897 ) (685 ) $ 32,158 $ 40,370 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of intangible assets | August 31, 2016 August 31, 2015 Patent $ 6,293 $ 6,293 Less accumulated amortization (395 ) (79 ) $ 5,898 $ 6,214 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule provision for income taxes | Year Ended Eleven Months Ended August 31, 2016 August 31, 2015 Federal income tax benefit attributable to: Current Operations 73,602 18,315 Less: Valuation Allowance (73,602 ) (18,315 ) Net provisions for Federal income taxes - - |
Schedule net deferred tax assets | August 31, 2016 August 31, 2015 Deferred tax asset attributable to: Net operating loss carryover 102,963 29,361 Less: valuation allowance (102,963 ) (29,361 ) Net deferred tax asset - - |
NATURE OF OPERATIONS AND BASI22
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Detail Textuals) - William Alex Robertson - Coventry International Limited | May 08, 2015shares |
Nature Of Operations And Basis Of Presentation | |
Number of selling common stock shares (in shares) | 60,058,909 |
Percentage of issued and outstanding share owned by holder | 59.90% |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 11 Months Ended | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2016 | Sep. 30, 2014 | |
Accounting Policies [Line Items] | |||
Cash and cash equivalents | $ 32,678 | $ 196,715 | $ 2,342 |
Research and development cost | $ 62,221 | ||
Patent | |||
Accounting Policies [Line Items] | |||
Useful life of intangible asset | 20 years | ||
Amortization method of intangible assets | straight-line basis | ||
Equipment | |||
Accounting Policies [Line Items] | |||
Equipment useful lives | 5 years |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
Going Concern [Abstract] | ||
Working capital deficit | $ 149,232 | |
Accumulated deficit | $ (302,832) | $ (86,356) |
EQUIPMENT (Details)
EQUIPMENT (Details) - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Equipment | $ 41,055 | $ 41,055 |
Less accumulated depreciation | (8,897) | (685) |
Equipment, net | $ 32,158 | $ 40,370 |
EQUIPMENT (Detail Textuals)
EQUIPMENT (Detail Textuals) - USD ($) | 11 Months Ended | 12 Months Ended |
Aug. 31, 2015 | Aug. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 685 | $ 8,212 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Less accumulated amortization | $ (316) | $ (79) |
Patent | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 6,293 | 6,293 |
Less accumulated amortization | (395) | (79) |
Intangible assets, Net | $ 5,898 | $ 6,214 |
INTANGIBLE ASSETS (Detail Textu
INTANGIBLE ASSETS (Detail Textuals) - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated amortization | $ 316 | $ 79 |
LOAN PAYABLE - RELATED PARTY 29
LOAN PAYABLE - RELATED PARTY LOANS (Detail Textuals) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2016 | Sep. 30, 2014 | Sep. 21, 2015 | |
Short-term Debt [Line Items] | ||||
Borrowings from related parties | $ 48,748 | $ 11,316 | ||
Repayments to related parties | 6,458 | |||
Due to Related Parties, Current | 47,909 | 52,767 | ||
Loans forgiven by previous shareholder | 22,116 | $ 22,116 | ||
Loans forgiven by related party | 839 | |||
CEO | ||||
Short-term Debt [Line Items] | ||||
Borrowings from related parties | 41,059 | 6,358 | ||
Repayments to related parties | 0 | 6,358 | ||
Due to Related Parties, Current | 41,059 | 41,059 | ||
CFO | ||||
Short-term Debt [Line Items] | ||||
Borrowings from related parties | 100 | |||
Repayments to related parties | 100 | |||
Shareholder | ||||
Short-term Debt [Line Items] | ||||
Borrowings from related parties | 6,850 | 4,858 | ||
Due to Related Parties, Current | $ 6,850 | $ 11,708 | ||
Promissory Note | ||||
Short-term Debt [Line Items] | ||||
Promissory note | $ 375,000 | |||
Interest rates on promissory note | 2.00% |
CAPITAL STOCK (Detail Textuals)
CAPITAL STOCK (Detail Textuals) - USD ($) | Jun. 08, 2015 | Jan. 18, 2016 | Oct. 31, 2015 | Jun. 22, 2015 | Aug. 31, 2015 | Aug. 31, 2016 |
Stockholders' Equity Note [Abstract] | ||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Capital Stock | ||||||
Share price (in dollars per share) | $ 0.125 | $ 0.125 | ||||
Value received in shares issuance | $ 75,000 | $ 375,000 | ||||
Subscriptions receivable | 375,000 | |||||
Cancellation of subscribed common shares | $ 375,000 | $ 375,000 | ||||
Share issued revocation of promissory note | 3,000,000 | |||||
Share issued during period on revocation of promissory note | $ 375,000 | |||||
Common shares issued for intangible assets | $ 6,293 | |||||
Common Stock | ||||||
Capital Stock | ||||||
Number of shares issued as per agreement | 600,000 | 3,000,000 | ||||
Value received in shares issuance | $ 600 | $ 3,000 | ||||
Common shares issued for intangible assets | $ 42,944 | |||||
Common shares issued for intangible assets (in shares) | 42,943,521 | |||||
Subscription Agreement | Shareholder | ||||||
Capital Stock | ||||||
Number of shares issued as per agreement | 3,600,000 | 600,000 | ||||
Share price (in dollars per share) | $ 0.125 | |||||
Value received in shares issuance | $ 75,000 | |||||
Common stock subscribed | 3,000,000 | |||||
Subscriptions receivable | $ 375,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Aug. 31, 2015 | Aug. 31, 2016 | |
Federal income tax benefit attributable to: | ||
Current Operations | $ 18,315 | $ 73,602 |
Less: Valuation Allowance | (18,315) | (73,602) |
Net provisions for Federal income taxes |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 102,963 | $ 29,361 |
Less: valuation allowance | (102,963) | (29,361) |
Net deferred tax asset |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) | 12 Months Ended |
Aug. 31, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Statutory federal income tax rate | 34.00% |
Net operating loss carry forwards | $ 302,832 |
COMMITMENTS (Detail Textuals)
COMMITMENTS (Detail Textuals) - USD ($) | Dec. 10, 2015 | Nov. 03, 2016 |
Commitments and Contingencies Disclosure [Abstract] | ||
Consulting and development services | $ 24,000 | |
Annual compensation paid in monthly installments | 15,000 | |
Payment for rent per month | $ 200 | |
Lease term of office space | 5 years | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Term of agreement | 5 years |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) - USD ($) | Jun. 02, 2016 | Sep. 28, 2016 | Nov. 03, 2016 |
Subsequent Events [Abstract] | |||
Number of shares granted for provisional patent in exchange | 5,000,000 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Term of agreement | 5 years | ||
Subsequent Event | ToxPlus Consulting LLC | |||
Subsequent Event [Line Items] | |||
Term of agreement | 1 year | ||
Payment paid for services per hour | $ 240 |