Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Feb. 29, 2016 | Apr. 14, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | TROPIC INTERNATIONAL INC. | |
Entity Central Index Key | 844,538 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Feb. 29, 2016 | |
Current Fiscal Year End Date | --08-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock Shares Outstanding | 12,264,146 | |
Trading Symbol | TRPO | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - CAD | Feb. 29, 2016 | Aug. 31, 2015 |
Current assets: | ||
Cash | CAD 15,487 | CAD 8,336 |
Amounts receivable | 4,183 | 3,681 |
Inventory | 124,806 | 130,702 |
Prepaid expenses | 3,300 | 3,300 |
Total current assets | 147,776 | 146,019 |
Equipment, net (Note 6) | 48,091 | 53,434 |
Intangible assets, net (Note 7) | 3,938,484 | 4,121,771 |
Total assets | 4,134,351 | 4,321,224 |
Current liabilities: | ||
Accounts payable and accrued liabilities (Notes 8 and 9) | 488,075 | 292,390 |
Advances from shareholders (Notes 9 and 10) | 436,333 | 425,175 |
Total current liabilities | 924,408 | 717,565 |
Stockholders’ equity (Note 12): | ||
Common stock | 12,612 | 12,612 |
Stock subscribed | 105,531 | 30,000 |
Additional paid-in capital | 8,431,728 | 8,431,728 |
Deficit | (5,339,928) | (4,870,681) |
Total stockholders’ equity | 3,209,943 | 3,603,659 |
Total liabilities and stockholders’ equity | CAD 4,134,351 | CAD 4,321,224 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - CAD | 6 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Revenue: | ||
Sales | CAD 813 | CAD 445 |
Production costs: | ||
Amortization - patent | 187,085 | 186,538 |
Consulting fees – production | 15,600 | 15,600 |
Depreciation | 5,343 | 6,679 |
Materials and supplies | 7,272 | 4,629 |
Writedown of inventory | 365 | 314 |
Total production costs | 215,665 | 213,760 |
Gross loss | (214,852) | (213,315) |
General and administration: | ||
Consulting fees – management (Note 9) | CAD 162,127 | 92,525 |
Depreciation | 2,887 | |
Interest on advances from shareholders | CAD 6,158 | 5,436 |
Loss on foreign exchange | 2,514 | 3,584 |
Marketing | 7,967 | 7,508 |
Office and miscellaneous | 11,269 | 11,894 |
Professional fees | 43,531 | 25,381 |
Rent | 6,600 | 6,600 |
Travel and entertainment | 6,471 | CAD 5,198 |
Trust and filing fees | 964 | |
Total general and administration | 247,601 | CAD 161,013 |
Loss before other item and income taxes | (462,453) | CAD (374,328) |
Other item: | ||
Writedown of patent costs (Note 7) | (6,794) | |
Loss before income taxes | CAD (469,247) | CAD (374,328) |
Income taxes | ||
Net loss and comprehensive loss | CAD (469,247) | CAD (374,328) |
Net loss per share – basic and diluted (Note 4) | CAD (0.04) | CAD (0.03) |
Weighted-average number of shares outstanding | 12,264,146 | 12,264,146 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - CAD | 6 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Cash Flows From Operating Activities | ||
Net loss | CAD (469,247) | CAD (374,328) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization – patent | 187,085 | 186,538 |
Depreciation | 5,343 | 9,566 |
Writedown of inventory | 365 | CAD 314 |
Writedown of patent costs | 6,794 | |
Changes in assets and liabilities: | ||
Amounts receivable | (502) | CAD (8,716) |
Inventory | CAD 5,531 | 3,162 |
Prepaid expenses | (1,200) | |
Accounts payable and accrued liabilities | CAD 195,685 | 89,092 |
Interest accrued on advances from shareholders | 6,158 | 5,436 |
Net cash used in operating activities | (62,788) | (90,136) |
Cash Flows From Investing Activities | ||
Patent costs | (10,592) | (6,038) |
Net cash used in investing activities | (10,592) | (6,038) |
Cash Flows From Financing Activities | ||
Advances from shareholders | 5,000 | CAD 102,500 |
Stock subscriptions received | 75,531 | |
Net cash provided by financing activities | 80,531 | CAD 102,500 |
Increase in cash during the period | 7,151 | 6,326 |
Cash, beginning of period | 8,336 | 18,018 |
Cash, end of period | CAD 15,487 | CAD 24,344 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - CAD | Common Stock [Member] | Shares Subscribed [Member] | Additional Paid-In Capital [Member] | Deficit [Member] | Total | ||
Balance at Aug. 31, 2012 | CAD 7,932,201 | CAD (2,488,050) | CAD 5,444,151 | ||||
Balance, shares at Aug. 31, 2012 | [1] | 56,516,523 | |||||
Shares issued for cash | CAD 552,000 | 552,000 | |||||
Shares issued for cash, shares | [1] | 10,890,100 | |||||
Shares issued in exchange for management services | CAD 16,297 | 16,297 | |||||
Shares issued in exchange for management services, shares | [1] | 32,593,377 | |||||
Recapitalization on reverse takeover (see Notes 2 and 12): | CAD (8,487,886) | CAD 8,431,728 | CAD (56,158) | ||||
Elimination of issued share capital of TSI, shares | (100,000,000) | [1] | |||||
Establishment of issued share capital of RMI, shares | 12,264,146 | [1] | |||||
Net loss | CAD (781,639) | CAD (781,639) | |||||
Balance at Aug. 31, 2013 | CAD 12,612 | CAD 8,431,728 | (3,269,689) | CAD 5,174,651 | |||
Balance, shares at Aug. 31, 2013 | [1] | 12,264,146 | |||||
Shares subscribed | |||||||
Net loss | (826,366) | CAD (826,366) | |||||
Balance at Aug. 31, 2014 | CAD 12,612 | CAD 8,431,728 | CAD (4,096,055) | 4,348,285 | |||
Balance, shares at Aug. 31, 2014 | [1] | 12,264,146 | |||||
Shares subscribed | CAD 30,000 | 30,000 | |||||
Net loss | CAD (774,626) | (774,626) | |||||
Balance at Aug. 31, 2015 | CAD 12,612 | CAD 30,000 | CAD 8,431,728 | CAD (4,870,681) | 3,603,659 | ||
Balance, shares at Aug. 31, 2015 | [1] | 12,264,146 | |||||
Shares subscribed | CAD 75,531 | 75,531 | |||||
Net loss | CAD (469,247) | (469,247) | |||||
Balance at Feb. 29, 2016 | CAD 12,612 | CAD 105,531 | CAD 8,431,728 | CAD (5,339,928) | CAD 3,209,943 | ||
Balance, shares at Feb. 29, 2016 | [1] | 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 P
Company Overview and Basis of Presentation | 6 Months Ended |
Feb. 29, 2016 | |
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 Tropic International, Inc. (formerly Rockford Minerals, Inc.) (the Company) was incorporated under the laws of the state of Nevada on October 29, 2007. The Company 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, the Company 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, the Company became a holding company operating through TSI. Upon the closing of the share exchange agreement described below, the Company changed its fiscal year end from October 31 to August 31 to coincide with the fiscal year end of TSI. On December 6, 2013, the Company changed its name to Tropic International Inc. 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 six month periods ended February 29, 2016 and February 29, 2015. On September 3, 2014, the Companys shares became eligible for quotation on the OTCQB under the symbol TRPO. 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 ● 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 U.S. 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 U.S. 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 On October 16, 2014, the Company, through TSI, obtained an Australian patent (the Australian Patent), incurring application costs of $4,975. The Company, through TSI, has patents pending which are in the process of being completed for Canada and China. Costs incurred are recorded as intangible assets (see Note 7). As reflected in the accompanying consolidated financial statements, the Company has a deficit of $5,339,928 (August 31, 2015 - $4,870,681) since inception, a working capital deficiency of $776,632 (August 31, 2015 - $571,546) and stockholders equity of $3,209,943 (August 31, 2015 - $3,603,659). 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 its ability to raise additional capital and to 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 | 6 Months Ended |
Feb. 29, 2016 | |
Business Combinations [Abstract] | |
Reverse Takeover | 2. Reverse Takeover On June 28, 2013 (the Closing Date), the Company, its wholly-owned subsidiary 1894632 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 the Company 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. Each one preferred share of Subco is exchangeable into one share of the Companys 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, 2017, 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 the Company and the Company 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 the Company as the legal parent being the acquiree. The business is in the development stage and there was 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 was based on the fair value of the net liabilities acquired which was 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 ) On February 17, 2015, the Company, Subco, TSI and the Selling Shareholders entered into an amendment to the Exchange Agreement in order to correct certain administrative errors in the Exchange Agreement and provide for the post-closing execution of the Exchange Agreement by those shareholders of TSI who were not original signatories thereto. In addition, the Selling Shareholders approved certain changes to the rights, privileges, restrictions and conditions attached to the preferred shares of Subco by consent in writing. This included extending the automatic expiration date in respect of the preferred shares of Subco from June 30, 2015 to June 30, 2017. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Feb. 29, 2016 | |
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 1894631 Ontario Inc., the Companys 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 . 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 Companys significant accounting policies that are disclosed in the consolidated financial statements and notes thereto during the period ended February 29, 2016. 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 Companys 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 U.S. Patent is recorded at the value attributed to the shares issued to the Originating Companies and shareholders of TGSI less accumulated amortization. The U.S. Patent was issued on September 29, 2009 and is effective until September 29, 2026. The Australian Patent is recorded at the application costs incurred less accumulated amortization. The Australian Patent was issued on October 16, 2014 and is effective until April 5, 2027. Upon expiration, the patents 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 Companys 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 extensions for its patents prior to expiry, this cannot be predicted with certainty at this time. Accordingly, management has determined that the best estimate of the useful life of the U.S. Patent is 17 years and the Australian Patent is 13 years. At this time, the Company does not believe that the patents will have a residual value at the end of their useful lives. 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 lives of the patents. Accordingly, the patents are being amortized on a straight-line basis over the period of their useful lives. Intangible assets subject to amortization are required to be reviewed for impairment. An impairment loss must be recognized if the intangible assets carrying amount is not recoverable and the carrying amount exceeds fair value. The Company applies the following three-step process to identify, recognize and measure impairment of the patents: ● Consider whether indicators of impairment are present indicating that the patents carrying amount might not be recoverable; ● If indicators are present, perform a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the patent to its carrying amount; and ● If the undiscounted cash flows used in the recoverability test are less than the patents carrying amount, determine the patents fair value and recognize an impairment loss if the carrying amount exceeds fair value. Because of the unique nature of a patent, an income-producing definite-lived intangible asset, the calculation of cash flows can be very difficult to estimate. In this case, the estimated cash flows reflect the direct revenue expected to be generated by the patent as well as an allocation of expenses. 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 and Other Revenue The Company sells Home Mist Tanning units and related supplies primarily on line 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. 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 advances from shareholders 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 functional currency of the Company and its subsidiaries is the Canadian dollar. The accompanying consolidated financial statements are presented in Canadian dollars. Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in the loss in the period in which they arise. |
Loss Per Share
Loss Per Share | 6 Months Ended |
Feb. 29, 2016 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 4. Loss Per Share The following table sets forth the computation of loss per share: For the Six Months Ended February 29, 2016 February 28, 2015 Net loss per share: Net loss $ (469,247 ) $ (374,328 ) Weighted-average shares outstanding: Common stock 12,264,146 12,264,146 Number of shares used in per share computations 12,264,146 12,264,146 Loss per share $ (0.04 ) $ (0.03 ) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Feb. 29, 2016 | |
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 | 6 Months Ended |
Feb. 29, 2016 | |
Property, Plant and Equipment [Abstract] | |
Equipment, Net | 6. Equipment, Net Equipment, at cost, consisted of: February 29, 2016 August 31, 2015 Mould equipment $ 155,300 $ 155,300 Website 28,875 28,875 Equipment at cost 184,175 184,175 Accumulated depreciation (136,084 ) (130,741 ) Equipment, net $ 48,091 $ 53,434 Depreciation was $5,343 and $9,566 for the six month periods ended February 29, 2016 and February 28, 2015, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Feb. 29, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 7. Intangible Assets, Net The following tables provide information regarding the patents and patents pending: February 29, 2016 Gross carrying amount Accumulated amortization Writedowns Net carrying amount United States Patent $ 6,342,279 $ 2,424,988 $ $ 3,917,291 Australian Patent 4,975 547 4,428 Patents pending 23,559 6,794 16,765 $ 6,370,813 $ 2,425,535 $ 6,794 $ 3,938,484 August 31, 2015 Gross carrying amount Accumulated amortization Net carrying amount United States Patent $ 6,342,279 $ 2,238,450 $ 4,103,829 Patents pending 17,942 17,942 $ 6,360,221 $ 2,238,450 $ 4,121,771 Also see Note 1 Company Overview and Basis of Presentation. During the period ended February 29, 2016, management identified the following indicators of impairment indicating that the patents carrying amounts might not be recoverable: ● The inability to raise equity financing to implement its strategic plan; and ● Operating and cash flow losses since the Company completed the development of the U.S. Patent. Management performed a recoverability test and determined that the estimated undiscounted future cash flows are greater than the patents carrying amounts and that, accordingly, there is no impairment. As of February 29, 2016, amortization expense on intangible assets for the next five years was expected to be as follows: Amount Year ending: 2016 $ 186,736 2017 373,473 2018 373,473 2019 373,473 2020 373,473 Thereafter 2,241,091 Total $ 3,921,719 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Feb. 29, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 8. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of: February 29, 2016 August 31, 2015 Trade payables $ 464,575 $ 279,890 Vendor accruals 23,500 12,500 Accounts payable and accrued liabilities $ 488,075 $ 292,390 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Feb. 29, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions The President of the Company advanced $5,000 during the six months ended February 29, 2016 (February 28, 2015 - $7,500) and $7,500 to the Company during the year ended August 31, 2015 (2014 - $245,000). Advances payable to the President totaled $257,500 at February 29, 2016 (February 28, 2015 - $252,500) and $252,500 at August 31, 2015 (2014 - $245,000). These advances are unsecured and bear interest at 3% per annum. Of this amount, $245,000 is due on demand and $12,500 has no repayment terms. Interest expense of $3,802 was accrued on these advances during the six months ended February 29, 2016 (February 28, 2015 - $3,698) and $7,572 during the year ended August 31, 2015 (2014 - $3,310). Accrued interest payable to the President totaled $14,684 at February 29, 2016 (February 28, 2015 - $7,008) and $10,882 at August 31, 2015 (2014 - $3,310). Consulting fees paid or accrued as payable to a company controlled by the President of the Company were $59,600 and $44,200 for the six months ended February 29, 2016 and February 28, 2015, respectively. Consulting fees accrued as payable to a company controlled by the CFO of the Company were $25,000 and $nil for the six months ended February 29, 2016 and February 28, 2015, respectively. At February 29, 2016, the Company owed $287,818 (February 28, 2015 - $264,803) to its President, including the above advances and accrued interest and $15,634 (February 28, 2015 - $5,295) for reimbursable expenses incurred on the Companys behalf. At August 31, 2015, the Company owed $265,630 (2014 - $262,272) to its President, including the above advances and accrued interest and $2,248 (2014 - $13,962) for reimbursable expenses incurred on the Companys behalf. At February 29, 2016, the Company owed $137,800 (February 28, 2015 - $34,000) in consulting fees to a company controlled by the President of the Company. At August 31, 2015, the Company owed $78,200 (2014 - $nil) in consulting fees to a company controlled by the President of the Company. At February 29, 2016, the Company owed $25,000 (February 8, 2015 - $nil) in consulting fees to a company controlled by the CFO of the Company. 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 12. |
Advances from Shareholders
Advances from Shareholders | 6 Months Ended |
Feb. 29, 2016 | |
Advances From Shareholders | |
Advances from Shareholders | 10. Advances from Shareholders Shareholders of the Company advanced $nil to the Company during the six months ended February 29, 2016 (February 28, 2015 - $95,000) and $95,000 during the year ended August 31, 2015 (2014 - $62,500). Advances payable to shareholders totaled $157,500 at February 29, 2016 (February 28, 2015 - $157,500) and $157,500 at August 31, 2015 (2014 - $62,500). These advances are unsecured and bear interest at 3% per annum. Of this amount, $12,500 is due on demand and $145,000 has no repayment terms. Interest expense of $2,356 was accrued on these advances during the six months ended February 29, 2016 (February 28, 2015 - $1,738) and $4,065 during the year ended August 31, 2015 (2014 - $228). Accrued interest payable to shareholders totaled $6,649 at February 29, 2016 (February 28, 2015 - $1,966) and $4,293 at August 31, 2015 (2014 - $228). |
Commitments
Commitments | 6 Months Ended |
Feb. 29, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 11. Commitments Pursuant to a consulting agreement entered into on November 16, 2015 with Edgewater Consulting Corp. (ECC), the Company is required to cause Subco to issue 1,500,000 exchangeable preferred shares to ECC. On the one year anniversary of the agreement, the Company shall cause an additional 1,500,000 exchangeable preferred shares to be issued to ECC. If ECC ceases to be engaged by the Company on the six month anniversary of either date, the issuance of these shares can be automatically rescinded. On February 4, 2016, the Company entered into a consulting agreement with a company (the Consultant), whereby the Consultant, through its principal, is to provide to the Company assistance in developing marketing plans, raising capital, and other strategic planning. This agreement runs for three years, with the Company to pay to the Consultant US$10,000 at the agreement date (paid), US$10,000 30 days following the agreement date (paid), and another US$5,000 30 days thereafter, as well as a 10% cash commission on sales facilitated by the Consultant and an 8% cash and warrants commission for the sale of equity securities to investors introduced by the Consultant. If the Consultant raises an aggregate of $2,000,000 in gross proceeds from the sale of equity securities to investors, the Company shall appoint the principal of the Consultant as Company CEO. On February 10, 2016, the Company renewed its premises lease dated November 11, 2011 for one additional year from February 1, 2016 to January 31, 2017 for a rental of $13,200 per year plus HST. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Feb. 29, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders Equity The Company is authorized to issue 300,000,000 shares of common stock at a par value of $0.001. At February 29, 2016 and August 31, 2015, the Company had 12,264,146 shares of common stock 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 Companys majority-owned subsidiary. Each preferred share of Subco is exchangeable into one share of the Companys common stock at the option of the holder subject to certain restrictions. As at February 29, 2016 and August 31, 2015, none of the preferred shares had been exchanged. Accordingly, the number of shares of the Companys common stock outstanding at February 29, 2016 is equal to the number of 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. The Voting and Exchange Trust Agreement provides and establishes a procedure whereby the voting rights attached to shares of the Companys 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 six months ended February 29, 2016 and the year ended August 31, 2015, the Company issued no shares. During the six months ended February 29, 2016, $75,531 (February 28, 2015 - $nil) in stock subscriptions were received pursuant to five individual private placements. These subscriptions are for a total of: ● 160,000 units of the Company at a price of $0.25 per unit. Each unit consists of one share of the Companys common stock and one warrant to purchase one share of common stock exercisable at a price of $0.40 per share for a period to be determined. ● 100,000 units of the Company at a price of US$0.25 per unit. Each unit consists of one share of the Companys common stock and one warrant to purchase one share of common stock exercisable at a price of US$0.40 per share for a period to be determined. During the year ended August 31, 2015, $30,000 (2014 - $nil) in stock subscriptions were received pursuant to three individual private placements. These subscriptions were for a total of 120,000 units of the Company at a price of $0.25 per unit. Each unit consists of one share of the Companys common stock and one warrant to purchase one share of common stock exercisable at a price of $0.40 per share for a period to be determined. |
Risks and Uncertainties
Risks and Uncertainties | 6 Months Ended |
Feb. 29, 2016 | |
Risks and Uncertainties [Abstract] | |
Risks and Uncertainties | 13. Risks and Uncertainties The Companys 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 | 6 Months Ended |
Feb. 29, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Pronouncements | 14. Accounting Pronouncements In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-10, which amended Accounting Standards Codification (ASC) Topic 915 Development Stage Entities. The amendment eliminates certain financial reporting requirements surrounding development stage entities, including an amendment to the variable interest entities guidance in ASC Topic 810, Consolidation. The amendment removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other entities from U.S. GAAP. Consequently, the amendment eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose the first year in which the entity is no longer a development stage entity. This amendment is effective for fiscal years beginning after December 15, 2014, and interim periods therein. The Company adopted this amendment effective September 1, 2015 and, as a result, the Company is no longer presenting or disclosing the information previously required under Topic 915. The adoption of this amendment alters the disclosure requirements of the Company, but it does not have any impact on the Companys financial position or results of operations for the current or any prior reporting period. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 is intended to define managements responsibility to evaluate whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2014-15 will have on its financial statements and related disclosures. In July 2015, the FASB issued ASU No. 2015-11, which amended Accounting Standards Codification (ASC) Topic 330 Inventory. The amendment simplifies the measurement of inventory, applying to inventories for which cost is determined by methods other than last-in first-out (LIFO) and the retail inventory method (RIM), specifying that an entity should measure inventory at the lower of cost and net realizable value instead of at the lower of cost or market. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, and interim periods therein. The Company is currently assessing the impact the adoption of the amendment will have on its financial statements and related disclosures. |
Contingent Liability
Contingent Liability | 6 Months Ended |
Feb. 29, 2016 | |
Contingent Liability | |
Contingent Liability | 15. Contingent Liability Pursuant to the Exchange Agreement, as amended, 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 12). |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Feb. 29, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the financial statements of the Company, TSI, Subco and 1894631 Ontario Inc., the Companys 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 . |
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 Companys significant accounting policies that are disclosed in the consolidated financial statements and notes thereto during the period ended February 29, 2016. |
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 Companys 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 U.S. Patent is recorded at the value attributed to the shares issued to the Originating Companies and shareholders of TGSI less accumulated amortization. The U.S. Patent was issued on September 29, 2009 and is effective until September 29, 2026. The Australian Patent is recorded at the application costs incurred less accumulated amortization. The Australian Patent was issued on October 16, 2014 and is effective until April 5, 2027. Upon expiration, the patents 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 Companys 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 extensions for its patents prior to expiry, this cannot be predicted with certainty at this time. Accordingly, management has determined that the best estimate of the useful life of the U.S. Patent is 17 years and the Australian Patent is 13 years. At this time, the Company does not believe that the patents will have a residual value at the end of their useful lives. 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 lives of the patents. Accordingly, the patents are being amortized on a straight-line basis over the period of their useful lives. Intangible assets subject to amortization are required to be reviewed for impairment. An impairment loss must be recognized if the intangible assets carrying amount is not recoverable and the carrying amount exceeds fair value. The Company applies the following three-step process to identify, recognize and measure impairment of the patents: ● Consider whether indicators of impairment are present indicating that the patents carrying amount might not be recoverable; ● If indicators are present, perform a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the patent to its carrying amount; and ● If the undiscounted cash flows used in the recoverability test are less than the patents carrying amount, determine the patents fair value and recognize an impairment loss if the carrying amount exceeds fair value. Because of the unique nature of a patent, an income-producing definite-lived intangible asset, the calculation of cash flows can be very difficult to estimate. In this case, the estimated cash flows reflect the direct revenue expected to be generated by the patent as well as an allocation of expenses. |
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 and Other Revenue | Sales and Other Revenue The Company sells Home Mist Tanning units and related supplies primarily on line 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. |
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 advances from shareholders 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 functional currency of the Company and its subsidiaries is the Canadian dollar. The accompanying consolidated financial statements are presented in Canadian dollars. Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in the loss in the period in which they arise. |
Reverse Takeover (Tables)
Reverse Takeover (Tables) | 6 Months Ended |
Feb. 29, 2016 | |
Business Combinations [Abstract] | |
Schedule of Fair Values of Assets Acquired and Liabilities Assumed | 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) | 6 Months Ended |
Feb. 29, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Loss Per Share | The following table sets forth the computation of loss per share: For the Six Months Ended February 29, 2016 February 28, 2015 Net loss per share: Net loss $ (469,247 ) $ (374,328 ) Weighted-average shares outstanding: Common stock 12,264,146 12,264,146 Number of shares used in per share computations 12,264,146 12,264,146 Loss per share $ (0.04 ) $ (0.03 ) |
Equipment, Net (Tables)
Equipment, Net (Tables) | 6 Months Ended |
Feb. 29, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment Cost | Equipment, at cost, consisted of: February 29, 2016 August 31, 2015 Mould equipment $ 155,300 $ 155,300 Website 28,875 28,875 Equipment at cost 184,175 184,175 Accumulated depreciation (136,084 ) (130,741 ) Equipment, net $ 48,091 $ 53,434 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Feb. 29, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Patent and Patents Pending | The following tables provide information regarding the patents and patents pending: February 29, 2016 Gross carrying amount Accumulated amortization Writedowns Net carrying amount United States Patent $ 6,342,279 $ 2,424,988 $ $ 3,917,291 Australian Patent 4,975 547 4,428 Patents pending 23,559 6,794 16,765 $ 6,370,813 $ 2,425,535 $ 6,794 $ 3,938,484 August 31, 2015 Gross carrying amount Accumulated amortization Net carrying amount United States Patent $ 6,342,279 $ 2,238,450 $ 4,103,829 Patents pending 17,942 17,942 $ 6,360,221 $ 2,238,450 $ 4,121,771 |
Schedule of Amortization Expense on Intangible Assets | As of February 29, 2016, amortization expense on intangible assets for the next five years was expected to be as follows: Amount Year ending: 2016 $ 186,736 2017 373,473 2018 373,473 2019 373,473 2020 373,473 Thereafter 2,241,091 Total $ 3,921,719 |
Accounts Payable and Accrued 26
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Feb. 29, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of: February 29, 2016 August 31, 2015 Trade payables $ 464,575 $ 279,890 Vendor accruals 23,500 12,500 Accounts payable and accrued liabilities $ 488,075 $ 292,390 |
Company Overview and Basis of27
Company Overview and Basis of Presentation (Details Narrative) - CAD | Feb. 29, 2016 | Aug. 31, 2015 | Oct. 16, 2014 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2010 | Jun. 30, 2010 | Nov. 19, 2007 |
Subscription received amount used for patent | CAD 2,685,104 | ||||||||
Deficit | CAD (5,339,928) | CAD (4,870,681) | |||||||
Working capital deficiency | 776,632 | 571,546 | |||||||
Stockholders' equity | 3,209,943 | CAD 3,603,659 | CAD 4,348,285 | CAD 5,174,651 | CAD 5,444,151 | ||||
Tropic Spa Group Inc [Member] | |||||||||
Common stock, shares subscription | 26,034,520 | 18,202,503 | |||||||
Common stock subscription amount | CAD 3,155,462 | CAD 3,657,175 | |||||||
Development stage net loss | CAD 2,685,104 | ||||||||
Tropic Spa Inc [Member] | |||||||||
Common stock, shares subscription | 3,880,745 | ||||||||
Common stock subscription amount | CAD 470,358 | ||||||||
Subscription received amount used for patent | CAD 6,342,279 | ||||||||
Application costs | CAD 4,975 |
Reverse Takeover (Details Narra
Reverse Takeover (Details Narrative) - CAD | Jun. 28, 2013 | Feb. 29, 2016 |
Tropic Spa Inc [Member] | ||
Percentage of shares exchange for preferred stock of holding company | 78.00% | |
Percentage of redeemable outstanding preferred shares on a pro-rata basis | 1.00% | |
Percentage of control of issued and outstanding of common stock | 87.00% | |
Tropic Spa Inc [Member] | Common Stock [Member] | ||
Common shares acquired | 78,030,877 | 21,969,123 |
Tropic Spa Inc [Member] | Maximum [Member] | ||
Expected revenue, gross | CAD 1,000,000 | |
Subco [Member] | Preferred Stock [Member] | ||
Number of preferred stock issued in exchange | 78,030,877 | 21,969,123 |
Reverse Takeover - Schedule of
Reverse Takeover - Schedule of Fair Values of Assets Acquired and Liabilities Assumed (Details) | Feb. 29, 2016CAD |
Business Combinations [Abstract] | |
Cash | CAD 1,774 |
Subscriptions receivable | 10 |
Accounts payable and accrued liabilities | (32,488) |
Loan payable to TSI | (25,454) |
Net liabilities acquired | CAD (56,158) |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Narrative) | 6 Months Ended |
Feb. 29, 2016 | |
Mold equipment, depreciation percentage | 20.00% |
Website, useful life | 5 years |
Patent, Year of Extension | 2,027 |
US Patent [Member] | |
Estimate of useful life of Patent | 17 years |
Australian Patent [Member] | |
Estimate of useful life of Patent | 13 years |
Loss Per Share - Schedule of Co
Loss Per Share - Schedule of Computation of Loss Per Share (Details) - CAD | 6 Months Ended | 12 Months Ended | |||
Feb. 29, 2016 | Feb. 28, 2015 | Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Earnings Per Share [Abstract] | |||||
Net loss | CAD (469,247) | CAD (374,328) | CAD (774,626) | CAD (826,366) | CAD (781,639) |
Common stock | 12,264,146 | 12,264,146 | |||
Number of shares used in per share computations | 12,264,146 | 12,264,146 | |||
Loss per share | CAD (0.04) | CAD (0.03) |
Equipment, Net (Details Narrati
Equipment, Net (Details Narrative) - CAD | 6 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | CAD 5,343 | CAD 9,566 |
Equipment, Net - Schedule of Eq
Equipment, Net - Schedule of Equipment Cost (Details) - CAD | Feb. 29, 2016 | Aug. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Mold Equipment | CAD 155,300 | CAD 155,300 |
Website | 28,875 | 28,875 |
Equipment at cost | 184,175 | 184,175 |
Accumulated depreciation | (136,084) | (130,741) |
Equipment, net | CAD 48,091 | CAD 53,434 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Patent and Patents Pending (Details) - CAD | Feb. 29, 2016 | Aug. 31, 2015 |
Patent, Gross carrying amount | CAD 6,370,813 | CAD 6,360,221 |
Patent, Accumulated amortization | 2,425,535 | 2,238,450 |
Patent, Writedowns | 6,794 | |
Patent, Net carrying amount | 3,938,484 | 4,121,771 |
United States Patent [Member] | ||
Patent, Gross carrying amount | 6,342,279 | 6,342,279 |
Patent, Accumulated amortization | CAD 2,424,988 | 2,238,450 |
Patent, Writedowns | ||
Patent, Net carrying amount | CAD 3,917,291 | 4,103,829 |
Australian Patent [Member] | ||
Patent, Gross carrying amount | 4,975 | |
Patent, Accumulated amortization | CAD 547 | |
Patent, Writedowns | ||
Patent, Net carrying amount | CAD 4,428 | |
Patents Pending [Member] | ||
Patent, Gross carrying amount | CAD 23,559 | CAD 17,942 |
Patent, Accumulated amortization | ||
Patent, Writedowns | CAD 6,794 | |
Patent, Net carrying amount | CAD 16,765 | CAD 17,942 |
Intangible Assets, Net - Sche35
Intangible Assets, Net - Schedule of Amortization Expense on Intangible Assets (Details) - CAD | Feb. 29, 2016 | Aug. 31, 2015 |
Total | CAD 3,938,484 | CAD 4,121,771 |
United States Patent [Member] | ||
2,016 | 186,736 | |
2,017 | 373,473 | |
2,018 | 373,473 | |
2,019 | 373,473 | |
2,020 | 373,473 | |
Thereafter | 2,241,091 | |
Total | CAD 3,917,291 | CAD 4,103,829 |
Accounts Payable and Accrued 36
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - CAD | Feb. 29, 2016 | Aug. 31, 2015 |
Payables and Accruals [Abstract] | ||
Trade payables | CAD 464,575 | CAD 279,890 |
Vendor accruals | 23,500 | 12,500 |
Accounts payable and accrued liabilities | CAD 488,075 | CAD 292,390 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - CAD | 6 Months Ended | 12 Months Ended | ||
Feb. 29, 2016 | Feb. 28, 2015 | Aug. 31, 2015 | Aug. 31, 2014 | |
Unsecured bear interest | 3.00% | |||
Due on demand | CAD 245,000 | |||
Repayments of debt | 12,500 | |||
Interest expense | 3,802 | CAD 3,698 | CAD 3,310 | CAD 7,572 |
Consulting fees | 43,531 | 25,381 | ||
President [Member] | ||||
Advanced from related party | 5,000 | 7,500 | 7,500 | 245,000 |
Advances payable to related parties | 257,500 | 252,500 | 252,500 | 245,000 |
Interest payable to related parties | 14,684 | 7,008 | 10,882 | 3,310 |
Consulting fees | 59,600 | 44,200 | ||
Due to related party | 287,818 | 264,803 | 265,630 | 262,272 |
Reimbursable expenses | 15,634 | 5,295 | 2,248 | CAD 13,962 |
Own consulting fees | 137,800 | CAD 34,000 | CAD 78,200 | |
Chief Executive Officer [Member] | ||||
Consulting fees | 25,000 | |||
Own consulting fees | CAD 25,000 |
Advances from Shareholders (Det
Advances from Shareholders (Details Narrative) - CAD | 6 Months Ended | 12 Months Ended | ||
Feb. 29, 2016 | Feb. 28, 2015 | Aug. 31, 2015 | Aug. 31, 2014 | |
Advance from stockholders | CAD 5,000 | CAD 102,500 | ||
Unsecured bear interest | 3.00% | |||
Unsecured debt | CAD 245,000 | |||
Interest expense | CAD 3,802 | 3,698 | CAD 3,310 | CAD 7,572 |
Shareholder [Member] | ||||
Advance from stockholders | 95,000 | 95,000 | 62,500 | |
Advances payable | CAD 157,500 | 157,500 | 157,500 | 62,500 |
Unsecured bear interest | 3.00% | |||
Unsecured debt | CAD 12,500 | |||
Repayment of advances | 145,000 | |||
Interest expense | 2,356 | 1,738 | 4,065 | 228 |
Accrued interest payable to shareholders | CAD 6,649 | CAD 1,966 | CAD 4,293 | CAD 228 |
Commitments (Details Narrative)
Commitments (Details Narrative) | Feb. 04, 2016CAD | Feb. 04, 2016USD ($) | Feb. 29, 2016CAD | Feb. 28, 2015CAD | Nov. 16, 2015shares |
Sales commission percentage | 10.00% | 10.00% | |||
Proceeds from the sale of equity securities | CAD | CAD 2,000,000 | ||||
Premises lease rental | CAD | CAD 6,600 | CAD 6,600 | |||
Warrant [Member] | |||||
Sales commission percentage | 8.00% | 8.00% | |||
USD [Member] | |||||
Consultant payments | $ | $ 10,000 | ||||
USD [Member] | Tranche One [Member] | |||||
Consultant payments | $ | 10,000 | ||||
USD [Member] | Tranche Two [Member] | |||||
Consultant payments | $ | $ 5,000 | ||||
February 1, 2015 To January 31, 2016 [Member] | |||||
Premises lease rental | CAD | CAD 13,200 | ||||
Edgewater Consulting Corp [Member] | |||||
Preferred stock shares issued | shares | 1,500,000 | ||||
Edgewater Consulting Corp [Member] | Anniversary of The Agreement [Member] | |||||
Preferred stock shares issued | shares | 1,500,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Jun. 28, 2013shares | Feb. 29, 2016CADCAD / sharesshares | Feb. 28, 2015CAD | Aug. 31, 2015CADCAD / sharesshares | Aug. 31, 2014CAD | Feb. 29, 2016$ / sharesshares |
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||
Common stock, per share value | CAD / shares | CAD 0.001 | CAD 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 | |||
Subscriptions were received | CAD | CAD 75,531 | CAD 30,000 | ||||
Common stock shares exchanged during period | 160,000 | 120,000 | ||||
Sale of stock price per share | CAD / shares | CAD 0.25 | CAD 0.25 | ||||
Common stock exercisable price per share | CAD / shares | CAD 0.40 | CAD 0.40 | ||||
USD [Member] | ||||||
Common stock shares exchanged during period | 100,000 | |||||
Sale of stock price per share | $ / shares | $ 0.25 | |||||
Common stock exercisable price per share | $ / shares | $ 0.40 | |||||
Common Stock [Member] | ||||||
Subscriptions were received | CAD | ||||||
Tropic Spa Inc [Member] | Common Stock [Member] | ||||||
Common shares acquired | 78,030,877 | 21,969,123 | ||||
Subco [Member] | Preferred Stock [Member] | ||||||
Business acquisition shares issued or issuable, number | 78,030,877 | 21,969,123 |
Contingent Liability (Details N
Contingent Liability (Details Narrative) - shares | Jun. 28, 2013 | Feb. 29, 2016 |
Tropic Spa Inc [Member] | Common Stock [Member] | ||
Number of common shares acquire from subsidiary | 78,030,877 | 21,969,123 |
Subco [Member] | ||
Preferred stock outstanding | 78,000,000 | |
Subco [Member] | Preferred Stock [Member] | ||
Number of preferred stock for exchange | 78,030,877 | 21,969,123 |