Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
31-May-14 | Jul. 15, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'TROPIC INTERNATIONAL INC. | ' |
Entity Central Index Key | '0000844538 | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-May-14 | ' |
Current Fiscal Year End Date | '--08-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock Shares Outstanding | ' | 12,264,146 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (CAD) | 31-May-14 | Aug. 31, 2013 |
Current assets: | ' | ' |
Cash | 3,595 | 111,696 |
Amounts receivable | 6,853 | 9,774 |
Inventory | 163,459 | 168,713 |
Prepaid expenses | 2,100 | 2,100 |
Total current assets | 176,007 | 292,283 |
Equipment, net (Note 6) | 78,184 | 95,039 |
Intangible assets, net (Note 7) | 4,575,224 | 4,849,979 |
Total assets | 4,829,415 | 5,237,301 |
Current liabilities | ' | ' |
Accounts payable and accrued liabilities (Note 8) | 71,178 | 50,150 |
Unearned revenue | ' | 12,500 |
Loans from shareholder | 190,000 | ' |
Total current liabilities | 261,178 | 62,650 |
Stockholders' equity (Note 11): | ' | ' |
Common stock | 12,612 | 12,612 |
Additional paid-in capital | 8,431,728 | 8,431,728 |
Deficit accumulated during the development stage | -3,876,103 | -3,269,689 |
Total stockholders' equity | 4,568,237 | 5,174,651 |
Total liabilities and stockholders' equity | 4,829,415 | 5,237,301 |
Consolidated_Statements_of_Los
Consolidated Statements of Loss and Comprehensive Loss (Unaudited) (CAD) | 9 Months Ended | 79 Months Ended | |
31-May-14 | 31-May-13 | 31-May-14 | |
Revenue: | ' | ' | ' |
Sales | 2,792 | 6,059 | 23,378 |
Flyer distribution | 12,500 | 18,750 | 50,000 |
Total revenue | 15,292 | 24,809 | 73,378 |
Production costs: | ' | ' | ' |
Amortization - patent | 279,806 | 279,806 | 1,772,106 |
Consulting fees - production | 22,800 | 22,800 | 178,150 |
Depreciation | 12,524 | 15,654 | 84,334 |
Materials and supplies | 7,966 | 6,293 | 103,081 |
Prototype components | ' | ' | 9,486 |
Total production costs | 323,096 | 324,553 | 2,147,157 |
Gross loss | -307,804 | -299,744 | -2,073,779 |
General and administration: | ' | ' | ' |
Bad debts | ' | ' | 460 |
Consulting fees - management (Note 9) | 139,300 | 187,047 | 910,797 |
Depreciation | 4,331 | 4,332 | 21,657 |
Marketing | 12,900 | 29,233 | 290,128 |
Office and miscellaneous | 22,128 | 27,851 | 192,491 |
Professional fees | 94,404 | 55,906 | 282,429 |
Rent | 9,900 | 9,900 | 37,700 |
Travel and entertainment | 15,954 | 14,188 | 66,969 |
Loss on foreign exchange | -307 | ' | -307 |
Total general and administration | 298,610 | 328,457 | 1,802,324 |
Loss before income taxes | -606,414 | -628,201 | -3,876,103 |
Income taxes | ' | ' | ' |
Net loss and comprehensive loss | -606,414 | -628,201 | -3,876,103 |
Net loss per share - basic and diluted (Note 4) | -0.05 | -0.008 | ' |
Weighted-average number of shares outstanding | 12,264,146 | 82,706,076 | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (CAD) | 9 Months Ended | 79 Months Ended | |
31-May-14 | 31-May-13 | 31-May-14 | |
Cash Flows From Operating Activities | ' | ' | ' |
Net loss | -606,414 | -628,201 | -3,876,103 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' | ' |
Amortization - patent | 279,806 | 279,806 | 1,772,106 |
Depreciation | 16,855 | 19,986 | 105,991 |
Changes in assets and liabilities: | ' | ' | ' |
Amounts receivable | 2,921 | -23,272 | -6,753 |
Inventory | 5,254 | 1,942 | -163,459 |
Prepaid expenses | ' | 1,100 | -2,100 |
Accounts payable and accrued liabilities | 21,028 | -20,406 | 38,700 |
Unearned revenue | -12,500 | -18,750 | ' |
Shares issued for management services | ' | 16,297 | 16,297 |
Net cash used in operating activities | -293,050 | -371,498 | -2,115,321 |
Cash Flows From Investing Activities | ' | ' | ' |
Purchases of equipment | ' | ' | -184,175 |
Cash transferred upon reverse acquisition of RMI | ' | ' | 1,774 |
Funds advanced to RMI, prior to reverse acquisition | ' | ' | -25,454 |
Patent costs | -5,051 | ' | -5,051 |
Net cash used in investing activities | -5,051 | ' | -212,906 |
Cash Flows From Financing Activities | ' | ' | ' |
Loans from shareholder | 190,000 | ' | 190,000 |
Proceeds from issuance of common stock | ' | 552,000 | 2,141,822 |
Net cash provided by financing activities | 190,000 | 552,000 | 2,331,822 |
Increase (decrease) in cash during the period | -108,101 | 180,502 | 3,595 |
Cash, beginning of period | 111,696 | 34,778 | ' |
Cash, end of period | 3,595 | 215,280 | 3,595 |
Supplementary Information: | ' | ' | ' |
On November 15, 2012, TSI issued 29,000,000 shares valued at $14,500 in exchange for management services received. | ' | ' | ' |
On April 30, 2013, TSI issued 3,593,377 shares valued at $1,797 in exchange for management services received. | ' | ' | ' |
On June 28, 2013, a share recapitalization occurred pursuant to a reverse takeover transaction (see Notes 2 and 11). | ' | ' | ' |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) (CAD) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 79 Months Ended | ||
Apr. 30, 2013 | Nov. 15, 2012 | 31-May-14 | 31-May-13 | Aug. 31, 2013 | 31-May-14 | |
Statement of Cash Flows [Abstract] | ' | ' | ' | ' | ' | ' |
Exchange for management services | 1,797 | 14,500 | ' | 16,297 | 16,297 | 16,297 |
Exchange for management services, shares | 3,593,377 | 29,000,000 | ' | ' | 32,593,377 | ' |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Unaudited) (CAD) | Common Stock [Member] | Additional Paid-In Capital [Member] | Deficit Accumulated During The Development Stage [Member] | Total | |
Balance at Aug. 31, 2011 | 7,474,701 | ' | -1,527,939 | 5,946,762 | |
Balance, shares at Aug. 31, 2011 | 50,166,275 | ' | ' | ' | |
Shares issued for cash | 457,500 | ' | ' | 457,500 | |
Shares issued for cash, shares | 6,350,248 | ' | ' | ' | |
Net loss | ' | ' | -960,111 | -960,111 | |
Balance at Aug. 31, 2012 | 7,932,201 | ' | -2,488,050 | 5,444,151 | |
Balance, shares at Aug. 31, 2012 | 56,516,523 | ' | ' | ' | |
Shares issued for cash | 552,000 | ' | ' | 552,000 | |
Shares issued for cash, shares | 10,890,100 | ' | ' | 10,890,100 | |
Shares issued in exchange for management services | 16,297 | ' | ' | 16,297 | |
Shares issued in exchange for management services, shares | 32,593,377 | ' | ' | 32,593,377 | |
Recapitalization on reverse takeover (see Notes 2 and 11): | -8,487,886 | 8,431,728 | ' | -56,158 | |
Elimination of issued share capital of TSI | -100,000,000 | ' | ' | ' | |
Establishment of issued share capital of RMI | 12,264,146 | ' | ' | ' | |
Net loss | ' | ' | -781,639 | -781,639 | |
Balance at Aug. 31, 2013 | 12,612 | 8,431,728 | -3,269,689 | 5,174,651 | |
Balance, shares at Aug. 31, 2013 | [1] | 12,264,146 | ' | ' | ' |
Shares issued in exchange for management services | ' | ' | ' | ' | |
Net loss | ' | ' | -606,414 | -606,414 | |
Balance at May. 31, 2014 | 12,612 | 8,431,728 | -3,876,103 | 4,568,237 | |
Balance, shares at May. 31, 2014 | 12,264,146 | ' | ' | ' | |
[1] | The above presentation reflects the issued share capital of TSI until the completion of the capital transaction, at which point it is adjusted to reflect the share capital of the legal parent company RMI. |
Company_Overview_and_Basis_of_
Company Overview and Basis of Presentation | 9 Months Ended | ||
31-May-14 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||
Company Overview and Basis of Presentation | ' | ||
1. Company Overview and Basis of Presentation | |||
Nature and History of Operations | |||
Rockford Minerals, Inc. (a development stage company) (“RMI”) was incorporated under the laws of the state of Nevada on October 29, 2007. RMI was a natural resource exploration company with an objective of acquiring, exploring and, if warranted and feasible, developing natural resource properties. Activities during the exploration stage included developing the business plan and raising capital. | |||
On June 28, 2013, RMI completed a reverse takeover transaction (see Note 2) with Tropic Spa Inc. (“TSI”), a company that manufactures and sells Home Mist Tanning units that deliver a full-body application. As a result of this transaction, RMI became a holding company operating through TSI. Upon the closing of the Exchange Agreement, RMI changed its fiscal year end from October 31 to August 31 to coincide with the fiscal year end of TSI. | |||
On December 6, 2013, RMI changed its name to Tropic International Inc. (the “Company”) as a result of a merger with Tropic International Inc., a wholly-owned subsidiary incorporated solely to effect the name change. The accompanying consolidated financial statements include the results of operations of TSI and the Company for the nine months ended May 31, 2014. The comparative amounts are the results of operations of TSI for the nine months ended May 31, 2013. | |||
On November 19, 2007, TSI entered into Share Subscription Agreements (the “Agreements”) with MCM Consulting Ltd., Nandoor Enterprises Ltd., Sierra Tan Ltd., Sunshower Incorporated, Sunshower International Corporation and Tropic Spa Group Inc. (the “Originating Companies”). Pursuant to the terms of the Agreements, the Originating Companies subscribed for, in aggregate, 18,202,503 common shares of TSI valued at $3,657,175. This assigned value was the cost to the Originating Companies, as of that date, of developing a Home Mist Tanning system and the application for and acquisition of a United States Patent “Apparatus for Spray Application of a Sunless Tanning Product” (the “Patent”). The Agreements included a triggering event (a “Triggering Event”) which was defined to mean the occurrence of any of the following events: | |||
● | Ninety days after TSI has been listed as a public company on a stock exchange; | ||
● | Ninety days after TSI either purchases or is purchased by a company that is trading on a stock exchange; or | ||
● | Notwithstanding the above, ninety days after TSI has notified the originating companies in writing that a Triggering Event has occurred. | ||
The Originating Companies entered into agreements with their shareholders allowing the shareholders, upon the Triggering Event, to exchange their class A shares in the originating companies, by exercising the option under their common share exchange warrant, for common shares in TSI. | |||
On April 9, 2009, the Board of Directors of TSI (the “Board”) resolved that the Triggering Event had occurred and approved and issued a Notification of Triggering Event to the shareholders of the Originating Companies. The decision to exercise the Triggering Event was driven by three factors: | |||
● | the approval of the Patent; | ||
● | delivery of the final production model on or before April 21, 2009; and | ||
● | implementation of an aggressive marketing strategy. | ||
After November 19, 2007, and subsequent to the execution of the Agreements, Tropic Spa Group Inc. (“TSGI”) incurred an additional $2,685,104 on the continued development of the Home Mist Tanning system and the application for and acquisition of the Patent. On March 11, 2013, TSI executed a second Share Subscription Agreement (the “Second Agreement”) with TSGI to cover the common shares of TSI issued to the shareholders of TSGI in respect of the additional costs incurred. Pursuant to the terms of the Second Agreement, TSGI subscribed for 26,034,520 common shares valued at $3,155,462 covering the period from November 20, 2007 to June 2010. Of these amounts, 3,880,745 common shares are for $470,358 received directly by TSI. The value assigned to the carrying value of the Patent, during the year ended August 31, 2010, was $2,685,104 ($3,155,462 less $470,358). The total value assigned to the carrying value of the Patent pursuant to the Agreements and the Second Agreement, collectively, was $6,342,279. | |||
The Company, through TSI, has patents pending which are in the process of being completed for Australia, Canada, China and the European Union. Costs incurred are recorded as intangible assets. | |||
As reflected in the accompanying consolidated financial statements, the Company is in the development stage, has a net loss of $3,876,103 (August 31, 2013 - $3,269,689) since inception and has used cash in operations of $2,115,321 from inception. The Company has a working capital deficiency of $85,171 (August 31, 2013 – working capital of $229,633) and stockholders’ equity of $4,568,237 (August 31, 2013 - $5,174,651). This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. |
Reverse_Takeover
Reverse Takeover | 9 Months Ended | ||||
31-May-14 | |||||
Business Combinations [Abstract] | ' | ||||
Reverse Takeover | ' | ||||
2. Reverse Takeover | |||||
On June 28, 2013 (the “Closing Date”), RMI, its wholly-owned subsidiary 1896432 Ontario Inc. (“Subco”) and TSI entered into a share exchange agreement (the “Exchange Agreement”) with certain of the shareholders of TSI (the “Selling Shareholders”) pursuant to which RMI acquired 78,030,877 common shares, or approximately 78% of the issued and outstanding shares, of TSI in exchange for the issuance of 78,030,877 preferred shares of Subco to the Selling Shareholders on a one-for-one basis. Subsequent to the Closing Date, no additional shares have been exchanged. Each one preferred share of Subco is exchangeable into one share of the Company’s common stock at the option of the holder subject to the following restrictions: | |||||
● | the Selling Shareholders require the written consent of Subco to exchange, sell or otherwise dispose of, directly or indirectly, any of their preferred shares of Subco until the six month anniversary of the Closing Date; | ||||
● | within 30 days of that time, and provided TSI has generated at least $1,000,000 in gross revenue during the preceding six month period, Subco shall permit the Selling Shareholders to require Subco to redeem an aggregate of 1% of its then-outstanding preferred shares on a pro-rata basis; and | ||||
● | within 30 days of each six month anniversary of the Closing Date until June 30, 2015, on which date all restrictions on the preferred shares shall automatically expire unless extended by the Selling Shareholders, Subco shall grant the holders of its preferred shares a permission identical to the one above. | ||||
Upon completion of the Exchange Agreement, the sole officer and director of TSI became the sole officer and a director of RMI and RMI adopted the business plan of TSI. | |||||
As a result of the share exchange, the former shareholders of TSI control approximately 87% of the issued and outstanding common shares of the Company. The Exchange Agreement is a reverse takeover and therefore has been accounted for under the acquisition method with TSI as the accounting acquirer and continuing entity for accounting and financial reporting purposes and RMI as the legal parent being the acquiree. The business is in the development stage and there is no active market to reliably determine fair value of the consideration other than the value of the identifiable assets acquired. | |||||
Therefore, the purchase price allocation of the acquisition is based on the fair value of the net liabilities acquired which is charged to additional paid-in-capital. | |||||
The fair values of assets acquired and liabilities assumed are as follows: | |||||
Cash | $ | 1,774 | |||
Subscriptions receivable | 10 | ||||
Accounts payable and accrued liabilities | (32,488 | ) | |||
Loan payable to TSI | (25,454 | ) | |||
Net liabilities acquired | $ | (56,158 | ) |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
31-May-14 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
3. Summary of Significant Accounting Policies | |
Principles of Consolidation | |
The accompanying consolidated financial statements include the financial statements of the Company, TSI, Subco and 1896431 Ontario Inc., the Company’s wholly owned subsidiary. All significant inter-company balances and transactions have been eliminated. | |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to equipment, fair values of intangible assets, and useful lives of intangible assets and the likelihood of realization of its deferred tax assets. The Company bases its estimates on assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. | |
Concentration of Risk | |
The financial instrument which potentially subjects the Company to a concentration of credit risk is cash. The Company places its cash in an account with a high credit quality financial institution. | |
Significant Accounting Policies | |
The accompanying consolidated financial statements reflect the application of certain significant accounting policies. There have been no material changes to the Company’s significant accounting policies that are disclosed in the consolidated financial statements and notes thereto during the period ended May 31, 2014. | |
Inventory | |
Inventory is stated at the lower of cost, computed using the first-in, first-out method, or market. If the cost of inventory exceeds its market value, a provision is made currently for the difference between the cost and market value. The Company’s inventory consists of finished goods, components and supplies. | |
Equipment, Net | |
Equipment is stated at cost, net of accumulated depreciation. Equipment is depreciated over the estimated useful life of the asset. Mould equipment is depreciated at 20% on a declining-balance basis. The website is depreciated on a straight-line basis over five years. One-half of these rates are used in the year of acquisition. Replacements and major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Upon retirement or sale, the cost of assets disposed of and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is credited or charged to operations. | |
Intangible Assets | |
The Patent is recorded at the value attributed to the shares issued to the Originating Companies and shareholders of TSGI less accumulated amortization. The Patent was issued on September 29, 2009 and is effective until September 29, 2026. Upon expiration, the Patent can be extended subject to certain changes required to secure the extension. Although the effects of obsolescence, demand, competition and other economic factors (such as stability of the industry, technological advances and legislative action that results in an uncertain or changing regulatory environment) can have an adverse effect on the industry and the Company’s product, management is not currently aware of any known adverse factors that will affect the Company in the future. | |
Costs incurred for patents which are in the process of being completed will be amortized over the life of the patent when the patent is issued. | |
The Company does not believe that there are any limits to how long its Home Mist Tanning units can sell in the market place. While it expects to be able to secure an extension to the Patent in 2026, this cannot be predicted with certainty at this time. Accordingly, management has determined that the best estimate of the useful life of the Patent is 17 years. At this time, the Company does not believe that the Patent will have a residual value at the end of its useful life. | |
Definite-lived intangible assets are required to be amortized using a method that reflects the pattern in which the economic benefits of the patents are consumed or utilized. At this time, management is not able to determine with any amount of certainty the number of Home Mist Tanning units that will be sold over the useful life of the Patent. Accordingly, the Patent is being amortized on a straight-line basis over the period of its useful life. | |
As of May 31, 2014, there were no know indicators that the Patent was impaired. | |
Leases | |
The Company currently rents premises pursuant to an operating lease. | |
Impairment of Long-Lived Assets | |
Long-lived assets, including equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount should be evaluated. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. | |
Sales, Other Revenue and Deferred Revenue | |
The Company sells Home Mist Tanning units and related supplies primarily online via its website. The Company recognizes revenue when the units and supplies have been shipped to the customer, the amount to be paid by the customer is fixed or determinable and collectability is reasonably assured. Revenue is recorded net of applicable sales taxes. | |
In February 2012, the Company entered into an agreement with a fitness company to insert into every Home Mist Tanning unit package shipped in Canada a brochure advertising their store locations in Canada along with other related information about their fitness stores. Pursuant to this two-year agreement, commencing March 1, 2012 and ending February 28, 2014, the Company has received $50,000 for this service. Revenue was recognized on a straight-line basis over the term of the agreement. | |
Warranty | |
The Company is committed to supplying products of superior quality and design. Because of this commitment, it provides a limited one year warranty effective from the date of purchase. The Company warranties its Home Mist Tanning units to be free of defects. If a unit stops operating due to defects in materials or workmanship, the Company either repairs or replaces it for free. | |
Production Costs | |
Production costs consist of patent amortization, production consulting fees, equipment depreciation, materials and supplies. | |
Advertising Costs | |
The Company charges all advertising and marketing costs to expense in the period incurred. | |
Income Taxes | |
Deferred income tax is accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income and expense items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which | |
deferred tax assets or liabilities are expected to be settled or realized. In assessing the realizability 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 reversals of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. At this time, the Company is not able to project future taxable income over the periods in which the deferred tax assets are deductible and, accordingly, management is not able to determine if it is more likely than not that the Company will realize the benefits of these deductible differences. | |
Derivative Financial Instruments | |
The Company does not have any derivative financial assets or liabilities. | |
Fair Value of Financial Instruments | |
Fair values of cash, accounts payable and accrued liabilities, and loans from shareholder approximate fair value because of the short-term nature of these items. Amounts receivable consists primarily of Harmonized Sales Tax (“HST”) receivable from the Government of Canada. HST is not a financial instrument. | |
Foreign Currency | |
The Company’s functional currency is the Canadian dollar. The accompanying consolidated financial statements are presented in Canadian dollars. Virtually all transactions of the Company are currently in Canadian dollars. |
Loss_Per_Share
Loss Per Share | 9 Months Ended | ||||||||
31-May-14 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Loss Per Share | ' | ||||||||
4. Loss Per Share | |||||||||
The following table sets forth the computation of loss per share: | |||||||||
For the Nine Months Ended | |||||||||
May 31, | |||||||||
2014 | 2013 | ||||||||
Net loss per share: | |||||||||
Net loss | $ | (606,414 | ) | $ | (628,201 | ) | |||
Weighted-average shares outstanding: | |||||||||
Common stock | 12,264,146 | 99,999,900 | |||||||
Number of shares used in per share computations | 12,264,146 | 82,706,076 | |||||||
Loss per share | $ | (0.05 | ) | $ | (0.008 | ) |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended |
31-May-14 | |
Fair Value Disclosures [Abstract] | ' |
Fair Value Measurements | ' |
5. Fair Value Measurements | |
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |
Level 1 – Observable inputs such as quoted prices in active markets for identical assets or liabilities; | |
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and | |
Level 3 – Unobservable inputs that are supported by little or no market activity, which require management judgment or estimation. | |
The Company measures its financial instruments at fair value. | |
The carrying value of cash deposits is a reasonable estimate of its fair value due to the short maturity of the financial instrument. | |
The Company does not have assets and liabilities that are measured at fair value on a recurring basis. |
Equipment_Net
Equipment, Net | 9 Months Ended | ||||||||
31-May-14 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Equipment, Net | ' | ||||||||
6. Equipment, Net | |||||||||
Equipment, at cost, consisted of: | |||||||||
31-May-14 | 31-Aug-13 | ||||||||
Mould equipment | $ | 155,300 | $ | 155,300 | |||||
Website | 28,875 | 28,875 | |||||||
Equipment at cost | 184,175 | 184,175 | |||||||
Accumulated depreciation | (105,991 | ) | (89,136 | ) | |||||
Equipment, net | $ | 78,184 | $ | 95,039 | |||||
Depreciation was $16,855 and $19,986 for the nine month periods ended May 31, 2014 and 2013, respectively. |
Intangible_Assets_Net
Intangible Assets Net | 9 Months Ended | ||||||||||||
31-May-14 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Intangible Assets, Net | ' | ||||||||||||
7. Intangible Assets, Net | |||||||||||||
The following tables provide information regarding the Patent and patents pending: | |||||||||||||
31-May-14 | |||||||||||||
Gross carrying | Accumulated | Net carrying | |||||||||||
amount | amortization | amount | |||||||||||
United States Patent | $ | 6,342,279 | $ | 1,772,106 | $ | 4,570,173 | |||||||
Patents pending | 5,051 | - | 5,051 | ||||||||||
$ | 6,347,330 | $ | 1,772,106 | $ | 4,575,224 | ||||||||
31-Aug-13 | |||||||||||||
Gross carrying | Accumulated | Net carrying | |||||||||||
amount | amortization | amount | |||||||||||
United States Patent | $ | 6,342,279 | $ | 1,492,300 | $ | 4,849,979 | |||||||
Also see Note 1 Company Overview and Basis of Presentation. | |||||||||||||
As of May 31, 2014, amortization expense on intangible assets for the next five years was expected to be as follows: | |||||||||||||
Amount | |||||||||||||
Year ending: | |||||||||||||
2014 | $ | 93,269 | |||||||||||
2015 | 373,075 | ||||||||||||
2016 | 373,075 | ||||||||||||
2017 | 373,075 | ||||||||||||
2018 | 373,075 | ||||||||||||
Thereafter | 2,984,604 | ||||||||||||
Total | $ | 4,570,173 |
Accounts_Payable_and_Accrued_L
Accounts Payable and Accrued Liabilities | 9 Months Ended | ||||||||
31-May-14 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accounts Payable and Accrued Liabilities | ' | ||||||||
8. Accounts Payable and Accrued Liabilities | |||||||||
Accounts payable and accrued liabilities consisted of: | |||||||||
31-May-14 | 31-Aug-13 | ||||||||
Trade payables | $ | 59,018 | $ | 38,150 | |||||
Vendor accruals | 12,160 | 12,000 | |||||||
Accounts payable and accrued liabilities | $ | 71,178 | $ | 50,150 |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
31-May-14 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
9. Related Party Transactions | |
Consulting fees paid to the President of the Company were $nil and $16,047 for the nine month periods ended May 31, 2014 and 2013, respectively. | |
Consulting fees paid to a company controlled by the President of the Company were $66,900 and $78,600 for the nine month periods ended May 31, 2014 and 2013, respectively. | |
All transactions with related parties occurred in the normal course of business and were measured at the exchange amount, which was the amount of consideration agreed upon between management and the related parties. | |
Also see Note 11. |
Commitments
Commitments | 9 Months Ended |
31-May-14 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments | ' |
10. Commitments | |
On January 8, 2014, the Company renewed its premises lease dated November 11, 2011 for one additional year from February 1, 2014 to January 31, 2015 for a rental of $13,200 per year plus HST. |
Stockholders_Equity
Stockholder's Equity | 9 Months Ended |
31-May-14 | |
Equity [Abstract] | ' |
Stockholders' Equity | ' |
11. Stockholders’ Equity | |
The Company is authorized to issue 300,000,000 common shares at a par value of $0.001 (2013 – 300,000,000 common shares at a par value of $0.001). | |
At May 31, 2014 and August 31, 2013, the Company had 12,264,146 common shares legally issued and outstanding. | |
On June 28, 2013, pursuant to the Exchange Agreement, RMI acquired 78,030,877 common shares of TSI in exchange for the issuance of 78,030,877 preferred shares of Subco to the Selling Shareholders on a one-for-one basis. As a result of the Exchange Agreement, TSI became the Company’s majority-owned subsidiary. Each preferred share of Subco is exchangeable into one common share of the Company at the option of the holder subject to certain restrictions. As at May 31, 2014 and August 31, 2013, none of the preferred shares had been exchanged into common shares. Accordingly, the number of common shares of the Company outstanding at August 31, 2013 is equal to the number of common shares outstanding immediately prior to the consummation of the Exchange Agreement. | |
As a condition of the closing of the Exchange Agreement, the Company also entered into a Support Agreement and a Voting and Exchange Trust Agreement on the closing date. The Support Agreement ensures that the obligations of Subco remain effective until all of the preferred shares have been exchanged into common shares. The Voting and Exchange Trust Agreement provides and establishes a procedure whereby the voting rights attached to shares of the Company’s common stock are exercisable by the registered holders (the Selling Shareholders) of the preferred shares. The Trustee holds legal title to a Special Voting Share to which voting rights are attached for the benefit of the Selling Shareholders. The Trustee holds the Special Voting Share solely for the use and benefit of the Selling Shareholders. | |
Common Stock Issuances | |
During the nine months ended May 31, 2014, the Company issued no shares. | |
During the year ended August 31, 2013, TSI issued 10,890,100 common shares for proceeds of $552,000 and 32,593,377 common shares in exchange for management services received valued at $16,297. |
Risks_and_Uncertainties
Risks and Uncertainties | 9 Months Ended |
31-May-14 | |
Risks and Uncertainties [Abstract] | ' |
Risks and Uncertainties | ' |
12. Risks and Uncertainties | |
The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect its future operating results and cause actual results to vary materially from expectations include, but are not limited to: current economic conditions, uncertainty in the potential markets for its Home Mist Tanning units, increasing competition, and dependence on its existing management and key personnel. |
Accounting_Pronouncements
Accounting Pronouncements | 9 Months Ended |
31-May-14 | |
Accounting Changes and Error Corrections [Abstract] | ' |
Accounting Pronouncements | ' |
13. Accounting Pronouncements | |
There are no recently adopted accounting pronouncements or recent accounting pronouncements not yet adopted that will have a material impact on the Company’s financial statements. |
Contingent_Liability
Contingent Liability | 9 Months Ended |
31-May-14 | |
Contingent Liability | ' |
Contingent Liability | ' |
14. Contingent Liability | |
Pursuant to the Exchange Agreement, the Company may be required to acquire up to 21,969,123 common shares of TSI, being those TSI shares still outstanding, in exchange for 21,969,123 preferred shares of Subco on a one-for-one basis. Such preferred shares would then be exchangeable on the same basis as the approximately 78 million Subco preferred shares currently outstanding (see Notes 2 and 11). |
Subsequent_Events
Subsequent Events | 9 Months Ended |
31-May-14 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
15. Subsequent Events | |
In June 2014, the Company’s President and CEO, a shareholder of the Company, loaned $50,000 to the Company. This loan amount has no fixed terms of repayment. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
31-May-14 | |
Accounting Policies [Abstract] | ' |
Principles of Consolidation | ' |
Principles of Consolidation | |
The accompanying consolidated financial statements include the financial statements of the Company, TSI, Subco and 1896431 Ontario Inc., the Company’s wholly owned subsidiary. All significant inter-company balances and transactions have been eliminated. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to equipment, fair values of intangible assets, and useful lives of intangible assets and the likelihood of realization of its deferred tax assets. The Company bases its estimates on assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. | |
Concentration of Risk | ' |
Concentration of Risk | |
The financial instrument which potentially subjects the Company to a concentration of credit risk is cash. The Company places its cash in an account with a high credit quality financial institution. | |
Significant Accounting Policies | ' |
Significant Accounting Policies | |
The accompanying consolidated financial statements reflect the application of certain significant accounting policies. There have been no material changes to the Company’s significant accounting policies that are disclosed in the consolidated financial statements and notes thereto during the period ended May 31, 2014. | |
Inventory | ' |
Inventory | |
Inventory is stated at the lower of cost, computed using the first-in, first-out method, or market. If the cost of inventory exceeds its market value, a provision is made currently for the difference between the cost and market value. The Company’s inventory consists of finished goods, components and supplies. | |
Equipment, Net | ' |
Equipment, Net | |
Equipment is stated at cost, net of accumulated depreciation. Equipment is depreciated over the estimated useful life of the asset. Mould equipment is depreciated at 20% on a declining-balance basis. The website is depreciated on a straight-line basis over five years. One-half of these rates are used in the year of acquisition. Replacements and major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Upon retirement or sale, the cost of assets disposed of and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is credited or charged to operations. | |
Intangible Assets | ' |
Intangible Assets | |
The Patent is recorded at the value attributed to the shares issued to the Originating Companies and shareholders of TSGI less accumulated amortization. The Patent was issued on September 29, 2009 and is effective until September 29, 2026. Upon expiration, the Patent can be extended subject to certain changes required to secure the extension. Although the effects of obsolescence, demand, competition and other economic factors (such as stability of the industry, technological advances and legislative action that results in an uncertain or changing regulatory environment) can have an adverse effect on the industry and the Company’s product, management is not currently aware of any known adverse factors that will affect the Company in the future. | |
Costs incurred for patents which are in the process of being completed will be amortized over the life of the patent when the patent is issued. | |
The Company does not believe that there are any limits to how long its Home Mist Tanning units can sell in the market place. While it expects to be able to secure an extension to the Patent in 2026, this cannot be predicted with certainty at this time. Accordingly, management has determined that the best estimate of the useful life of the Patent is 17 years. At this time, the Company does not believe that the Patent will have a residual value at the end of its useful life. | |
Definite-lived intangible assets are required to be amortized using a method that reflects the pattern in which the economic benefits of the patents are consumed or utilized. At this time, management is not able to determine with any amount of certainty the number of Home Mist Tanning units that will be sold over the useful life of the Patent. Accordingly, the Patent is being amortized on a straight-line basis over the period of its useful life. | |
As of May 31, 2014, there were no know indicators that the Patent was impaired. | |
Leases | ' |
Leases | |
The Company currently rents premises pursuant to an operating lease. | |
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets | |
Long-lived assets, including equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount should be evaluated. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. | |
Sales, Other Revenue and Deferred Revenue | ' |
Sales, Other Revenue and Deferred Revenue | |
The Company sells Home Mist Tanning units and related supplies primarily online via its website. The Company recognizes revenue when the units and supplies have been shipped to the customer, the amount to be paid by the customer is fixed or determinable and collectability is reasonably assured. Revenue is recorded net of applicable sales taxes. | |
In February 2012, the Company entered into an agreement with a fitness company to insert into every Home Mist Tanning unit package shipped in Canada a brochure advertising their store locations in Canada along with other related information about their fitness stores. Pursuant to this two-year agreement, commencing March 1, 2012 and ending February 28, 2014, the Company has received $50,000 for this service. Revenue was recognized on a straight-line basis over the term of the agreement. | |
Warranty | ' |
Warranty | |
The Company is committed to supplying products of superior quality and design. Because of this commitment, it provides a limited one year warranty effective from the date of purchase. The Company warranties its Home Mist Tanning units to be free of defects. If a unit stops operating due to defects in materials or workmanship, the Company either repairs or replaces it for free. | |
Production Costs | ' |
Production Costs | |
Production costs consist of patent amortization, production consulting fees, equipment depreciation, materials and supplies. | |
Advertising Costs | ' |
Advertising Costs | |
The Company charges all advertising and marketing costs to expense in the period incurred. | |
Income Taxes | ' |
Income Taxes | |
Deferred income tax is accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income and expense items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. In assessing the realizability 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 reversals of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. At this time, the Company is not able to project future taxable income over the periods in which the deferred tax assets are deductible and, accordingly, management is not able to determine if it is more likely than not that the Company will realize the benefits of these deductible differences. | |
Derivative Financial Instruments | ' |
Derivative Financial Instruments | |
The Company does not have any derivative financial assets or liabilities. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
Fair values of cash, accounts payable and accrued liabilities, and loans from shareholder approximate fair value because of the short-term nature of these items. Amounts receivable consists primarily of Harmonized Sales Tax (“HST”) receivable from the Government of Canada. HST is not a financial instrument. | |
Foreign Currency | ' |
Foreign Currency | |
The Company’s functional currency is the Canadian dollar. The accompanying consolidated financial statements are presented in Canadian dollars. Virtually all transactions of the Company are currently in Canadian dollars. |
Reverse_Takeover_Tables
Reverse Takeover (Tables) | 9 Months Ended | ||||
31-May-14 | |||||
Business Combinations [Abstract] | ' | ||||
Schedule of Fair Values of Assets Acquired and Liabilities | ' | ||||
The fair values of assets acquired and liabilities assumed are as follows: | |||||
Cash | $ | 1,774 | |||
Subscriptions receivable | 10 | ||||
Accounts payable and accrued liabilities | (32,488 | ) | |||
Loan payable to TSI | (25,454 | ) | |||
Net liabilities acquired | $ | (56,158 | ) |
Loss_Per_Share_Tables
Loss Per Share (Tables) | 9 Months Ended | ||||||||
31-May-14 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Schedule of Computation of Loss Per Share | ' | ||||||||
The following table sets forth the computation of loss per share: | |||||||||
For the Nine Months Ended | |||||||||
May 31, | |||||||||
2014 | 2013 | ||||||||
Net loss per share: | |||||||||
Net loss | $ | (606,414 | ) | $ | (628,201 | ) | |||
Weighted-average shares outstanding: | |||||||||
Common stock | 12,264,146 | 99,999,900 | |||||||
Number of shares used in per share computations | 12,264,146 | 82,706,076 | |||||||
Loss per share | $ | (0.05 | ) | $ | (0.008 | ) |
Equipment_Net_Tables
Equipment, Net (Tables) | 9 Months Ended | ||||||||
31-May-14 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Schedule of Equipment Cost | ' | ||||||||
Equipment, at cost, consisted of: | |||||||||
31-May-14 | 31-Aug-13 | ||||||||
Mould equipment | $ | 155,300 | $ | 155,300 | |||||
Website | 28,875 | 28,875 | |||||||
Equipment at cost | 184,175 | 184,175 | |||||||
Accumulated depreciation | (105,991 | ) | (89,136 | ) | |||||
Equipment, net | $ | 78,184 | $ | 95,039 |
Intangible_Assets_Net_Tables
Intangible Assets, Net (Tables) | 9 Months Ended | ||||||||||||
31-May-14 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Schedule of Patent and Patents Pending | ' | ||||||||||||
The following tables provide information regarding the Patent and patents pending: | |||||||||||||
31-May-14 | |||||||||||||
Gross carrying | Accumulated | Net carrying | |||||||||||
amount | amortization | amount | |||||||||||
United States Patent | $ | 6,342,279 | $ | 1,772,106 | $ | 4,570,173 | |||||||
Patents pending | 5,051 | - | 5,051 | ||||||||||
$ | 6,347,330 | $ | 1,772,106 | $ | 4,575,224 | ||||||||
31-Aug-13 | |||||||||||||
Gross carrying | Accumulated | Net carrying | |||||||||||
amount | amortization | amount | |||||||||||
United States Patent | $ | 6,342,279 | $ | 1,492,300 | $ | 4,849,979 | |||||||
Schedule of Amortization Expense on Intangible Assets | ' | ||||||||||||
As of May 31, 2014, amortization expense on intangible assets for the next five years was expected to be as follows: | |||||||||||||
Amount | |||||||||||||
Year ending: | |||||||||||||
2014 | $ | 93,269 | |||||||||||
2015 | 373,075 | ||||||||||||
2016 | 373,075 | ||||||||||||
2017 | 373,075 | ||||||||||||
2018 | 373,075 | ||||||||||||
Thereafter | 2,984,604 | ||||||||||||
Total | $ | 4,570,173 |
Accounts_Payable_and_Accrued_L1
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended | ||||||||
31-May-14 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Schedule of Accounts Payable and Accrued Liabilities | ' | ||||||||
Accounts payable and accrued liabilities consisted of: | |||||||||
31-May-14 | 31-Aug-13 | ||||||||
Trade payables | $ | 59,018 | $ | 38,150 | |||||
Vendor accruals | 12,160 | 12,000 | |||||||
Accounts payable and accrued liabilities | $ | 71,178 | $ | 50,150 |
Company_Overview_and_Basis_of_1
Company Overview and Basis of Presentation (Details Narrative) (CAD) | 9 Months Ended | 79 Months Ended | |||||||||
31-May-14 | 31-May-13 | 31-May-14 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2010 | Nov. 19, 2007 | Jun. 30, 2010 | Nov. 19, 2007 | Jun. 30, 2010 | |
Tropic Spa Group Inc [Member] | Tropic Spa Inc [Member] | Tropic Spa Inc [Member] | Tropic Spa Group Inc [Member] | ||||||||
Common stock, subscription | ' | ' | ' | ' | ' | ' | ' | ' | 3,880,745 | 18,202,503 | 26,034,520 |
Common stock subscription amount | ' | ' | ' | ' | ' | ' | ' | ' | 470,358 | 3,657,175 | 3,155,462 |
Development stage net loss | 3,876,103 | ' | 3,876,103 | 3,269,689 | ' | ' | ' | 2,685,104 | ' | ' | ' |
Subscription received amount used for Patent | 6,342,279 | ' | 6,342,279 | ' | ' | ' | 2,685,104 | ' | ' | ' | ' |
Net cash operations | 293,050 | 371,498 | 2,115,321 | ' | ' | ' | ' | ' | ' | ' | ' |
Working capital | 85,171 | ' | 85,171 | 229,633 | ' | ' | ' | ' | ' | ' | ' |
Stockholdersb equity | 4,568,237 | ' | 4,568,237 | 5,174,651 | 5,444,151 | 5,946,762 | ' | ' | ' | ' | ' |
Reverse_Takeover_Details_Narra
Reverse Takeover (Details Narrative) (CAD) | 0 Months Ended |
Jun. 28, 2013 | |
Tropic Spa Inc [Member] | ' |
Number of preferred stock issued in exchange | 78,030,877 |
Expected revenue, gross | 1,000,000 |
Percentage of redeemable outstanding preferred shares on a pro-rata basis | 1.00% |
Tropic Spa Inc [Member] | ' |
Percentage of shares exchange for preferred stock of holding company | 78.00% |
Percentage of control of issued and outstanding of common stock | 87.00% |
Reverse_Takeover_Schedule_of_F
Reverse Takeover - Schedule of Fair Values of Assets Acquired and Liabilities (Details) (CAD) | 31-May-14 |
Business Combinations [Abstract] | ' |
Cash | 1,774 |
Subscriptions receivable | 10 |
Accounts payable and accrued liabilities | -32,488 |
Loan payable to TSI | -25,454 |
Net liabilities acquired | -56,158 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Narrative) (CAD) | 9 Months Ended | 21 Months Ended |
31-May-13 | Feb. 28, 2014 | |
Accounting Policies [Abstract] | ' | ' |
Services revenue received | ' | 50,000 |
Mould equipment, depreciation percentage | 20.00% | ' |
Website, useful life | '5 years | ' |
Patent, Year of Extension | '2026 | ' |
Estimate of useful life of Patent | '17 years | ' |
Loss_Per_Share_Schedule_of_Com
Loss Per Share - Schedule of Computation of Loss Per Share (Details) (CAD) | 9 Months Ended | 12 Months Ended | 79 Months Ended | ||
31-May-14 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2012 | 31-May-14 | |
Earnings Per Share [Abstract] | ' | ' | ' | ' | ' |
Net loss | -606,414 | -628,201 | -781,639 | -960,111 | -3,876,103 |
Common stock | 12,264,146 | 99,999,900 | ' | ' | ' |
Number of shares used in per share computations | 12,264,146 | 82,706,076 | ' | ' | ' |
Loss per share | -0.05 | -0.008 | ' | ' | ' |
Equipment_Net_Details_Narrativ
Equipment, Net (Details Narrative) (CAD) | 9 Months Ended | 79 Months Ended | |
31-May-14 | 31-May-13 | 31-May-14 | |
Property, Plant and Equipment [Abstract] | ' | ' | ' |
Depreciation | 16,855 | 19,986 | 105,991 |
Equipment_Net_Schedule_of_Equi
Equipment, Net - Schedule of Equipment Cost (Details) (CAD) | 31-May-14 | Aug. 31, 2013 |
Property, Plant and Equipment [Abstract] | ' | ' |
Mould Equipment | 155,300 | 155,300 |
Website | 28,875 | 28,875 |
Equipment at cost | 184,175 | 184,175 |
Accumulated depreciation | -105,991 | -89,136 |
Equipment, net | 78,184 | 95,039 |
Intangible_Assets_Net_Schedule
Intangible Assets, Net - Schedule of Patent and Patents Pending (Details) (CAD) | 31-May-14 | Aug. 31, 2013 |
Patent, Gross carrying amount | 6,347,330 | ' |
Patent, Accumulated amortization | 1,772,106 | ' |
Net carrying amount, total | 4,570,173 | ' |
United States Patent [Member] | ' | ' |
Patent, Gross carrying amount | 6,342,279 | 6,342,279 |
Patent, Accumulated amortization | 1,772,106 | 1,492,300 |
Net carrying amount, total | 4,570,173 | 4,849,979 |
Patents Pending [Member] | ' | ' |
Patent, Gross carrying amount | 5,051 | ' |
Patent, Accumulated amortization | ' | ' |
Net carrying amount, total | 5,051 | ' |
Intangible_Assets_Net_Schedule1
Intangible Assets, Net - Schedule of Amortization Expense on Intangible Assets (Details) (CAD) | 31-May-14 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
2014 | 93,269 |
2015 | 373,075 |
2016 | 373,075 |
2017 | 373,075 |
2018 | 373,075 |
Thereafter | 2,984,604 |
Net carrying amount, total | 4,570,173 |
Accounts_Payable_and_Accrued_L2
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) (CAD) | 31-May-14 | Aug. 31, 2013 |
Payables and Accruals [Abstract] | ' | ' |
Trade payables | 59,018 | 38,150 |
Vendor accruals | 12,160 | 12,000 |
Accounts payable and accrued liabilities | 71,178 | 50,150 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (CAD) | 9 Months Ended | |
31-May-14 | 31-May-13 | |
MCM Consulting Ltd [Member] | ' | ' |
Consulting fees paid | 66,900 | 78,600 |
President [Member] | ' | ' |
Consulting fees paid | ' | 16,047 |
Commitments_Details_Narrative
Commitments (Details Narrative) (CAD) | 9 Months Ended |
31-May-14 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Premises lease rental | 13,200 |
Stockholders_Equity_Details_Na
Stockholder's Equity (Details Narrative) (CAD) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 79 Months Ended | 0 Months Ended | |||
Apr. 30, 2013 | Nov. 15, 2012 | 31-May-14 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2012 | 31-May-14 | Jun. 28, 2013 | |
Tropic Spa Inc [Member] | ||||||||
Common stock, shares authorized | ' | ' | 300,000,000 | ' | 300,000,000 | ' | 300,000,000 | ' |
Common stock, per share value | ' | ' | 0.001 | ' | 0.001 | ' | 0.001 | ' |
Common stock, shares issued | ' | ' | 12,264,146 | ' | 12,264,146 | ' | 12,264,146 | ' |
Common stock, shares outstanding | ' | ' | 12,264,146 | ' | 12,264,146 | ' | 12,264,146 | ' |
Business combination shares issued or issuable, number | ' | ' | ' | ' | ' | ' | ' | 78,030,877 |
Exchange for management services | 1,797 | 14,500 | ' | 16,297 | 16,297 | ' | 16,297 | ' |
Exchange for management services, shares | 3,593,377 | 29,000,000 | ' | ' | 32,593,377 | ' | ' | ' |
TSI common shares issued for proceeds | ' | ' | ' | ' | 552,000 | 457,500 | ' | ' |
TSI common shares issued for proceeds, shares | ' | ' | ' | ' | 10,890,100 | ' | ' | ' |
Common stock shares issued during period | ' | ' | 0 | ' | ' | ' | ' | ' |
Contingent_Liability_Details_N
Contingent Liability (Details Narrative) | 9 Months Ended |
31-May-14 | |
Tropic Spa Group Inc [Member] | ' |
Number of common shares acquire from subsidiary | 21,969,123 |
Subco [Member] | ' |
Number of preferred stock for exchange | 21,969,123 |
Preferred stock outstanding | 78,000,000 |
Subsequent_Events_Details_Natr
Subsequent Events (Details Natrrative) (Subsequent Event [Member], President [Member], CAD) | Jun. 30, 2014 |
Subsequent Event [Member] | President [Member] | ' |
Payments for advance to Affiliate | 50,000 |