Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Feb. 28, 2017 | Apr. 14, 2017 | |
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. 28, 2017 | |
Current Fiscal Year End Date | --08-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock Shares Outstanding | 56,892,843 | |
Trading Symbol | TRPO | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - CAD | Feb. 28, 2017 | Aug. 31, 2016 |
Current assets: | ||
Cash | CAD 402,811 | CAD 144,718 |
Amounts receivable | 92,499 | 75,738 |
Inventory | 122,257 | 122,318 |
Prepaid expenses (Note 7) | 90,019 | 3,300 |
Total current assets | 707,586 | 346,074 |
Equipment, net (Note 8) | 38,472 | 42,747 |
Patents, net (Note 9) | 3,570,242 | 3,755,699 |
License agreement, net (Notes 3 and 10)) | 1,499,731 | 152,731 |
Total assets | 5,816,031 | 4,297,251 |
Current liabilities: | ||
Accounts payable and accrued liabilities (Notes 11 and 12) | 870,982 | 837,990 |
Advances from related parties/shareholders (Notes 12 and 13) | 410,258 | 442,609 |
License assignment fee payable (Notes 3 and 14) | 996,075 | |
Total current liabilities | 2,277,315 | 1,280,599 |
Stockholders' equity (Note 16): | ||
Common stock | 852,837 | 140,532 |
Stock subscribed | 663,550 | 345,366 |
Contributed surplus | 8,742 | |
Additional paid-in capital | 8,431,728 | 8,431,728 |
Deficit | (6,418,141) | (5,900,974) |
Total stockholders' equity | 3,538,716 | 3,016,652 |
Total liabilities and stockholders' equity | CAD 5,816,031 | CAD 4,297,251 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - CAD | 6 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Revenue: | ||
Sales | CAD 813 | |
Production costs: | ||
Amortization - patent | 187,546 | 187,085 |
Consulting fees - production | 14,700 | 15,600 |
Depreciation | 4,275 | 5,343 |
Materials and supplies | 783 | 7,272 |
Writedown of inventory | 365 | |
Total production costs | 207,304 | 215,665 |
Gross loss | (207,304) | (214,852) |
General and administration: | ||
Consulting fees - management (Note 12) | 248,517 | 162,127 |
Interest on advances from related parties/shareholders (Notes 12 and 13) | 5,649 | 6,158 |
Loss (gain) on foreign exchange | (15,536) | 2,514 |
Marketing | 1,960 | 7,967 |
Office and miscellaneous | 15,987 | 11,269 |
Patent maintenance fees | 4,694 | |
Professional fees | 31,636 | 43,531 |
Rent | 6,625 | 6,600 |
Travel and entertainment | 6,433 | 6,471 |
Trust and filing fees | 3,898 | 964 |
Total general and administration | 309,863 | 247,601 |
Loss before other item and income taxes | (517,167) | (462,453) |
Other item: | ||
Writedown of patent costs (Note 9) | (6,794) | |
Loss before income taxes | (517,167) | (469,247) |
Income taxes | ||
Net loss and comprehensive loss | CAD (517,167) | CAD (469,247) |
Net loss per share - basic and diluted (Note 5) | CAD (0.01) | CAD (0.04) |
Weighted-average number of shares outstanding | 56,632,031 | 12,264,146 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - CAD | 6 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Cash Flows From Operating Activities | ||
Net loss | CAD (517,167) | CAD (469,247) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization – patent | 187,546 | 187,085 |
Depreciation | 4,275 | 5,343 |
Unrealized foreign exchange on license assignment fee payable | (14,175) | |
Writedown of inventory | 365 | |
Writedown of patent costs | (6,794) | |
Changes in assets and liabilities: | ||
Amounts receivable | (16,761) | (502) |
Inventory | 61 | 5,531 |
Prepaid expenses | (86,719) | |
Accounts payable and accrued liabilities | 32,992 | 195,685 |
License assignment fee payable | (336,750) | |
Interest accrued on advances from related parties/shareholders (Notes 12 and 13) | 5,649 | 6,158 |
Net cash used in operating activities | (741,049) | (62,788) |
Cash Flows From Investing Activities | ||
Patent costs | (2,089) | (10,592) |
Cash Flows From Financing Activities | ||
Proceeds from issuance of common stock | 395,580 | |
Stock issue costs | (19,899) | |
Advances from shareholders/related parties | 5,000 | |
Repayment of advances from shareholders/related parties | (38,000) | |
Stock subscriptions received | 663,550 | 75,531 |
Net cash provided by financing activities | 1,001,231 | 80,531 |
Increase in cash during the period | 258,093 | 7,151 |
Cash, beginning of period | 144,718 | 8,336 |
Cash, end of period | CAD 402,811 | CAD 15,487 |
Consolidated Statements of Cas5
Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | Nov. 02, 2016CADshares | Jun. 13, 2016CADshares | Nov. 23, 2016CAD | Nov. 23, 2016USD ($) |
License Agreement [Member] | Zoran Holding Corporation [Member] | ||||
License assignment fee payable | CAD 1,347,000 | |||
License Agreement [Member] | Zoran Holding Corporation [Member] | USD [Member] | ||||
License assignment fee payable | $ | $ 1,000,000 | |||
Finder Warrant [Member] | ||||
Number of shares issued for purchase of warrant | shares | 15,000 | |||
Number of shares issued for purchase of warrant, value | CAD 8,742 | |||
Notox Bioscience Inc [Member] | ||||
Exchange for all of the outstanding common shares | shares | 50,000,000 | |||
Exchange for all of the outstanding common shares incurred in professional fees, value | CAD 19,519 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - CAD | Common Stock [Member] | Stock Subscribed [Member] | Contributed Surplus [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 Note 2 and 16) | CAD (8,487,886) | CAD 8,431,728 | CAD (56,158) | |||||
Elimination of issued common stock of TSI, shares | (100,000,000) | [1] | ||||||
Establishment of issued common stock of RMI, shares | 6,132,073 | [1] | ||||||
Net loss | CAD (781,639) | CAD (781,639) | ||||||
Balance at Aug. 31, 2013 | CAD 12,612 | 8,431,728 | (3,269,689) | 5,174,651 | ||||
Balance, shares at Aug. 31, 2013 | [1] | 6,132,073 | ||||||
Net loss | (826,366) | (826,366) | ||||||
Balance at Aug. 31, 2014 | CAD 12,612 | 8,431,728 | (4,096,055) | 4,348,285 | ||||
Balance, shares at Aug. 31, 2014 | 6,132,073 | [1] | ||||||
Stock subscribed | CAD 30,000 | 30,000 | ||||||
Net loss | (774,626) | (774,626) | ||||||
Balance at Aug. 31, 2015 | CAD 12,612 | 30,000 | 8,431,728 | (4,870,681) | 3,603,659 | |||
Balance, shares at Aug. 31, 2015 | [1] | 6,132,073 | ||||||
Stock subscribed | 315,366 | 315,366 | ||||||
Stock issued for asset acquisition (Notes 3 and 16) | CAD 127,920 | 127,920 | ||||||
Stock issued for asset acquisition (Notes 3 and 16), shares | [1] | 50,000,000 | ||||||
Net loss | (1,030,293) | (1,030,293) | ||||||
Balance at Aug. 31, 2016 | CAD 140,532 | 345,366 | 8,431,728 | (5,900,974) | 3,016,652 | |||
Balance, shares at Aug. 31, 2016 | [1] | 56,132,073 | ||||||
Shares issued for cash | CAD 740,946 | (345,366) | 395,580 | |||||
Shares issued for cash, shares | [1] | 760,770 | ||||||
Stock subscribed | 663,550 | 663,550 | ||||||
Stock issue costs - cash | (19,899) | (19,899) | ||||||
Stock issue costs - finder's warrants | (8,742) | 8,742 | ||||||
Net loss | (517,167) | (517,167) | ||||||
Balance at Feb. 28, 2017 | CAD 852,837 | CAD 663,550 | CAD 8,742 | CAD 8,431,728 | CAD (6,418,141) | CAD 3,538,716 | ||
Balance, shares at Feb. 28, 2017 | [1] | 56,892,843 | ||||||
[1] | The above presentation reflects the issued share capital of Tropic Spa Inc. until the completion of the June 28, 2013 reverse takeover, at which point it is adjusted to reflect the share capital of the Company. The above presentation also reflects a 1:2 reverse split of the Company's common stock on August 25, 2016. See Note 15. |
Consolidated Statements of Sto7
Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) | Aug. 25, 2016 |
Statement of Stockholders' Equity [Abstract] | |
Reverse split | 1:2 reverse split |
Company Overview and Basis of P
Company Overview and Basis of Presentation | 6 Months Ended |
Feb. 28, 2017 | |
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 a wholly-owned subsidiary incorporated solely to effect the name change. On September 3, 2014, the Company’s shares became eligible for quotation on the OTCQB under the symbol TRPO. On June 13, 2016, the Company completed an asset acquisition transaction (see Note 3) with Notox Bioscience Inc. (“Notox”), a private Nevada corporation incorporated on May 31, 2016 for the purpose of acquiring 100% of the right, title and interest in and to an exclusive license agreement (the “License Agreement”) with The Cleveland Clinic Foundation (the “Clinic”), an Ohio not-for-profit corporation. As a result of this transaction, the Company is a holding company operating through both TSI and Notox. The accompanying consolidated financial statements include the results of operations of the Company, TSI, and Notox for the six months ended February 28, 2017. The comparative amounts are the results of operations of the Company and TSI for the six months ended February 29, 2016. 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 US 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 US 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 were for $470,358 received directly by TSI. The value assigned to the carrying value of the US 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 US Patent pursuant to the Agreements and the Second Agreement, collectively, was $6,342,279. On October 16, 2014, the Company, through TSI, obtained an Australian patent (the “Australian Patent”) incurring application costs of $4,976. On June 21, 2016, the Company, through TSI, obtained a Canadian patent (the “Canadian Patent”), incurring application costs of $17,406. The Company, through TSI, has a patent pending which is in the process of being completed for China. Costs incurred are recorded as patents (see Note 9). As reflected in the accompanying consolidated financial statements, the Company has a deficit of $6,418,141 (August 31, 2016 - $5,900,974), a working capital deficiency of $1,569,729 (August 31, 2016 - $934,525) and stockholders’ equity of $3,538,716 (August 31, 2016 - $3,016,652). 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. 28, 2017 | |
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 39,015,439 common shares, or approximately 78% of the issued and outstanding shares, of TSI in exchange for the issuance of 39,015,439 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 Company’s common stock at the option of the holder subject to the following restrictions: ● The Selling Shareholders required 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 generated at least $1,000,000 in gross revenue during the preceding six month period, Subco permitted 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 automatically expired unless extended by the Selling Shareholders, Subco granted the holders of its preferred shares a permission identical to the one above. Upon the closing 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 Selling Shareholders controlled approximately 87% of the issued and outstanding common shares of the Company on a fully-exchanged basis as of the Closing Date. The Exchange Agreement represented a reverse takeover and was therefore 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. 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 were 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. On February 22, 2017, this automatic expiration date was further extended to December 31, 2018. |
Asset Acquisition and License A
Asset Acquisition and License Agreement | 6 Months Ended |
Feb. 28, 2017 | |
Business Combinations [Abstract] | |
Asset Acquisition and License Agreement | 3. Asset Acquisition and License Agreement On June 13, 2016 (the “Second Closing Date”), the Company, Notox and the shareholders of Notox (the “Notox Shareholders”) entered into a share exchange agreement (the “Share Exchange Agreement”) pursuant to which the Company acquired 100% of the issued and outstanding common stock of Notox from the Notox Shareholders in exchange for the issuance of 50,000,000 shares of the Company’s common stock. See Note 16. On the Second Closing Date, Notox and Zoran Holding Corporation (“ZHC”), a private Ontario corporation, entered into an assignment agreement (the “Assignment Agreement”) pursuant to which ZHC irrevocably assigned 100% of its right, title and interest in and to the License Agreement, as amended, to Notox. Also on the Second Closing Date, the sole officer and director of Notox and ZHC became a director and officer of the Company. On November 23, 2016, the Company, Notox and the Notox Shareholders entered into an amendment to the Share Exchange Agreement in order to clarify certain sections in the Share Exchange Agreement, to provide for an assignment fee and to describe how the Company will use the proceeds of any equity financing completed after the Second Closing Date. In consideration for inducing ZHC to enter into the Assignment Agreement, the Company will pay an aggregate of US$1,000,000 to ZKC in the form of a one-time assignment fee. On December 1, 2012, ZHC and the Clinic entered into the License Agreement whereby the Clinic granted ZHC an exclusive worldwide license and a non-exclusive worldwide license in the field of aesthetics and pain to make, use, offer to sell, sell and import certain products throughout the term of the License Agreement. The term continues until the expiration of the last to expire of the certain patents. The License Agreement was amended on July 30, 2013. Pursuant to the License Agreement, as amended, the Clinic will receive a royalty based on the sale of certain products, a milestone payment upon first commercial sale of the first such product and a percentage of any sublicensing revenues. In the month in which cumulative gross revenues reach a specified amount, the Clinic will be reimbursed for all incurred and to be incurred patent expenses to a specified amount. Royalties and other payments are payable quarterly. ZHC is required to achieve a commercial milestone on or before November 30, 2017, and failure to achieve this milestone, without satisfactory justification, constitutes a material breach of the License Agreement giving the Clinic the right, but not the obligation, to terminate the License Agreement. The Clinic has the right to verify ZHC’s compliance with the License Agreement. As a result of the share exchange and on the Second Closing Date, the Notox Shareholders controlled approximately 89% of the issued and outstanding common stock of the Company (52.5% on a fully-exchanged basis) and Notox became a wholly-owned subsidiary of the Company. Notox did not meet the definition (inputs, processes and outputs criteria) of a business. The Share Exchange Agreement represented an asset acquisition and was therefore accounted for under the asset acquisition method. Acquired intangible assets are recognized and initially measured based on their fair value plus transaction costs incurred as part of the acquisition. There was no active market to reliably determine the fair value of the License Agreement acquired. Therefore the fair value of the License Agreement was based on the par value of the common stock exchanged by the Company. The fair value and carrying value of the License Agreement is as follows: License Agreement $ 133,212 Cash 131 Accrued liabilities (5,423 ) Capital stock exchanged (50,000,000 shares at US$0.002 per share) $ 127,920 Fair value of License Agreement $ 133,212 Acquisition costs to August 31, 2016 19,519 Assignment fee 1,347,000 Carrying value of License Agreement $ 1,499,731 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Feb. 28, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 4. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the financial statements of the Company, TSI, Notox, Subco and 1894631 Ontario Inc., the Company’s wholly-owned subsidiaries. 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 Company’s significant accounting policies that are disclosed in the consolidated financial statements and notes thereto during the period ended February 28, 2017. 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 was 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 Patents The US Patent is recorded at the value attributed to the shares issued to the Originating Companies and shareholders of TGSI less accumulated amortization. The US Patent was issued on September 29, 2009 and is effective until September 29, 2026. The Australian and Canadian Patents are 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. The Canadian Patent was issued on June 21, 2016 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 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 extensions for its patents prior to expiry, this cannot be predicted with certainty at this time. Accordingly, management has determined that the best estimates of useful lives of the US, Australian, and Canadian Patents are 17, 13, and 11 years, respectively. At this time, the Company does not believe that the patents will have a residual value at the end of their useful lives. License Agreement The License Agreement is recorded at estimated fair value plus acquisition costs less accumulated amortization. The term of the License Agreement continues until the expiration of the last to expire of the Licensed Patents (as defined in the License Agreement). Management is in the process of determining the best estimate of the useful life of the License Agreement. Amortization and Impairment Definite-lived intangible assets are required to be amortized using a method that reflects the pattern in which the economic benefits of the intangible assets 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. Management is in the process of determining the most appropriate method for amortizing the License Agreement. Intangible assets subject to amortization are required to be reviewed for impairment. An impairment loss must be recognized if the intangible asset’s 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 intangible assets: ● Consider whether indicators of impairment are present indicating that the intangible assets’ 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 intangible assets to their carrying amounts; and ● If the undiscounted cash flows used in the recoverability test are less than the intangible assets’ carrying amount, determine the intangible assets’ fair value and recognize an impairment loss if the carrying amount exceeds fair value. Because of the unique nature of a patent and a license agreement, income-producing definite-lived intangible assets, 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 patents and the License Agreement 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 Carrying values of cash, accounts payable and accrued liabilities, advances from related parties/shareholders and license assignment fee payable 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. 28, 2017 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 5. Loss Per Share The following table sets forth the computation of loss per share: For the Six Months Ended February 28, 2017 February 29, 2016 Net loss per share: Net loss $ (517,167 ) $ (469,247 ) Weighted-average shares outstanding: Common stock 56,892,843 12,264,146 Number of shares used in per share computations 56,632,031 12,264,146 Loss per share $ (0.01 ) $ (0.04 ) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Feb. 28, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. 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. |
Prepaid Expenses
Prepaid Expenses | 6 Months Ended |
Feb. 28, 2017 | |
Prepaid Expenses | |
Prepaid Expenses | 7. Prepaid Expenses On February 20, 2017, the Company entered into a proposal with RBC Medical Innovations (“RBC”) for RBC to develop a radio frequency treatment system, leveraging technology acquired by the Company via the License Agreement with the Clinic. Pursuant to this proposal, the Company paid an initial $73,453 (US$55,600) project stage initiation fee to RBC See Note 3. |
Equipment, Net
Equipment, Net | 6 Months Ended |
Feb. 28, 2017 | |
Property, Plant and Equipment [Abstract] | |
Equipment, Net | 8. Equipment, Net Equipment, at cost, consisted of: February 28, 2017 August 31, 2016 Mould equipment $ 155,300 $ 155,300 Website 28,875 28,875 Equipment at cost 184,175 184,175 Accumulated depreciation (145,703 ) (141,428 ) Equipment, net $ 38,472 $ 42,747 Depreciation was $4,275 and $5,343 for the six month periods ended February 28, 2017 and February 29, 2016, respectively. |
Patents, Net
Patents, Net | 6 Months Ended |
Feb. 28, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents, Net | 9. Patents, Net The following tables provide information regarding the patents and patents pending: February 28, 2017 Gross carrying amount Accumulated amortization Writedowns Net carrying amount US Patent $ 6,342,279 $ 2,798,064 $ — $ 3,544,215 Australian Patent 4,976 946 — 4,030 Canadian Patent 17,406 1,214 — 16,192 Patents pending 5,805 — — 5,805 $ 6,370,466 $ 2,800,224 $ — $ 3,570,242 August 31, 2016 Gross carrying amount Accumulated amortization Writedowns Net carrying amount US Patent $ 6,342,279 $ 2,611,527 $ — $ 3,730,752 Australian Patent 4,976 747 — 4,229 Canadian Patent 17,406 404 — 17,002 Patents pending 10,509 — 6,793 3,716 $ 6,375,170 $ 2,612,678 $ 6,793 $ 3,755,699 Also see Note 1 Company Overview and Basis of Presentation. During the period ended February 28, 2017, management identified the following indicators of impairment indicating that the patents’ carrying amounts might not be recoverable: ● The inability to raise sufficient equity financing to implement its strategic plan; and ● Operating and cash flow losses since the Company completed the development of the US, Australian and Canadian Patents. 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 28, 2017, amortization expense on intangible assets for the next five years was expected to be as follows: Amount Year ending: 2017 $ 187,547 2018 375,093 2019 375,093 2020 375,093 2021 375,093 Thereafter 1,876,518 Total $ 3,564,437 |
License Agreement, Net
License Agreement, Net | 6 Months Ended |
Feb. 28, 2017 | |
License Agreement Net | |
License Agreement, Net | 10. License Agreement, Net February 28, 2017 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ — $ 1,499,731 August 31, 2016 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 152,731 $ — $ 152,731 Also see Note 3 Asset Acquisition and License Agreement. The Company, Notox and the Clinic are in the process of negotiating a second amendment to the License Agreement. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Feb. 28, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 11. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of: February 28, 2017 August 31, 2016 Trade payables $ 843,982 $ 751,762 Vendor accruals 27,000 86,228 Accounts payable and accrued liabilities $ 870,982 $ 837,990 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Feb. 28, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions As at February 28, 2017, the following amounts were payable to the Company’s related parties: ● Advances payable to the President of the Company totaled $232,000 at February 28, 2017 (February 29, 2016 - $257,500) and $257,500 at August 31, 2016 (2015 - $252,500). These advances are unsecured and bear interest at 3% per annum. Of this amount, $219,500 is due on demand and $12,500 has no repayment terms. Accrued interest payable to the President totaled $22,069 at February 28, 2017 (February 29, 2016 - $14,684) and $18,578 at August 31, 2016 (2015 - $10,882). ● At February 28, 2017, the Company owed $3,984 (2016 - $15,634) to the President for reimbursable expenses incurred on the Company’s behalf. At August 31, 2016, the Company owed $10,477 (2015 - $2,248). ● At February 28, 2017, the Company owed $238,307 ($181,070 and US$43,097) (February 29, 2016 - $59,600) in consulting fees to a company controlled by the President. At August 31, 2016, the Company owed $215,224 ($181,070 and US$26,040) (2015 - $78,200). ● At February 28, 2017, the Company owed $95,115 (US$71,618) (February 29, 2016 - $nil) in consulting fees to a company controlled by the CEO of the Company. At August 31, 2016, the Company owed $34,154 (US$26,040) (2015 - $nil). ● At February 28, 2017, the Company owed $237,540 ($181,070 and US$42,519) (February 29, 2016 - $181,070) in consulting fees to a company controlled by a major shareholder of the Company. At August 31, 2016, the Company owed $215,224 ($181,070 and US$26,040) (2015 - $78,200). Prior to June 13, 2016, this shareholder was not a related party. ● At February 28, 2017, the Company owed $75,000 (February 29, 2016 - $25,000) in consulting fees to a company controlled by the Company’s former CFO. At August 31, 2016, the Company owed $75,000 (2015 - $nil). Of these amounts, $254,069 (August 31, 2016 - $276,078) is included in advances from related parties/shareholders and $649,946 (August 31, 2016 - $550,079) is included in accounts payable and accrued liabilities. During the six months ended February 28, 2017, the Company had the following transactions with related parties: ● The President of the Company advanced $nil during the six months ended February 28, 2017 (February 29, 2016 - $5,000) and $5,000 to the Company during the year ended August 31, 2016 (2015 - $7,500). Interest expense of $3,491 was accrued on these advances during the six months ended February 28, 2017 (February 29, 2016 - $3,802) and $7,696 during the year ended August 31, 2016 (2015 - $7,572). ● Consulting fees paid or accrued as payable to a company controlled by the President of the Company were $82,906 (US$62,500) and $59,600 for the six months ended February 28, 2017 and February 29, 2016, respectively. ● Consulting fees paid or accrued as payable to a company controlled by the CEO of the Company were $82,906 (US$62,500) and $nil for the six months ended February 28, 2017 and February 29, 2016, respectively. ● Consulting fees accrued as payable to a company controlled by a major shareholder of the Company were $82,906 (US$62,500) and $nil for the six months ended February 28, 2017 and February 29, 2016, respectively. Prior to June 13, 2016, this shareholder was not a related party. 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 Notes 3, 13, 14 and 15. |
Advances from Shareholders
Advances from Shareholders | 6 Months Ended |
Feb. 28, 2017 | |
Advances From Shareholders | |
Advances from Shareholders | 13. Advances from Shareholders Shareholders of the Company advanced $nil to the Company during the six months ended February 28, 2017 (February 29, 2016 - $nil) and $nil during the year ended August 31, 2016 (2015 - $95,000). Advances payable to shareholders totaled $145,000 at February 28, 2017 (February 29, 2016 - $157,500) and $157,500 at August 31, 2016 (2015 - $157,500). These advances are unsecured and bear interest at 3% per annum. Of this amount, $nil (August 31, 2016 - $12,500) is due on demand and $145,000 (August 31, 2016 - $145,000) has no repayment terms. Interest expense of $2,158 was accrued on these advances during the six months ended February 28, 2017 (February 29, 2016 - $2,356) and $4,738 during the year ended August 31, 2016 (2015 - $4,065). Accrued interest payable to shareholders totaled $11,189 at February 28, 2017 (February 29, 2016 - $6,649) and $9,031 at August 31, 2016 (2015 - $4,293). |
License Assignment Fee Payable
License Assignment Fee Payable | 6 Months Ended |
Feb. 28, 2017 | |
License Assignment Fee Payable | |
License Assignment Fee Payable | 14. License Assignment Fee Payable At February 28, 2017, the balance of the license assignment fee payable to ZKC was US$750,000. The license assignment fee payable is repayable in monthly instalments of US$50,000 beginning on October 1, 2016. Upon completion of any equity financing pursuant to which the Company raises gross proceeds of at least US$1,000,000, the outstanding balance is to be repaid in full. See Note 3. |
Commitments
Commitments | 6 Months Ended |
Feb. 28, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 15. Commitments On November 16, 2015, the Company entered into a consulting agreement (the “ECC Agreement”) with Edgewater Consulting Corp., a private Ontario corporation (“ECC”). Pursuant to the ECC Agreement, ECC, through its principal, acted in the capacity of CFO of the Company. The ECC Agreement was terminated effective November 10, 2016. A signing bonus of 750,000 exchangeable preferred shares of Subco was issued on August 24, 2016. As at February 28, 2017, ECC is entitled to $75,000 (August 31, 2016 - $75,000) in accrued remuneration On December 1, 2015, the Company entered into consulting agreements with 1040614 Ontario Ltd., a private Ontario corporation (the “Old 1040614 Agreement”) and MCM Consulting, an Ontario sole proprietorship (the “Old MCM Agreement”, and together with the Old 1040614 Agreement, the “Old Agreements”). Pursuant to the Old 1040614 Agreement, the company, through its principal, performed various services related to business development, strategic planning and capital-raising for the Company. Pursuant to the Old MCM Agreement, the sole proprietor acted in the capacity of CEO of the Company. On June 13, 2016, the Old 1040614 and MCM Agreements were terminated and replaced by the 1040614 and MCM Agreements (see below). As at February 28, 2017, in addition to previously accrued amounts, 1040614 and MCM are each entitled to $80,770 (August 31, 2016 - $80,770) in accrued remuneration in respect of the Old Agreements. On February 4, 2016, the Company entered into a consulting agreement (the “Old ZKC Agreement”) with Zoran K Corporation, a private Ontario corporation (“ZKC”). Pursuant to the Old ZKC Agreement, ZKC, through its principal, acted in the capacity of the Company’s exclusive sales, marketing and product development agent. On June 13, 2016, the Old ZKC Agreement was terminated and replaced by the ZKC Agreement (see below). As at February 28, 2017, there is no remuneration payable (August 31, 2016 - $nil) by the Company under the Old ZKC Agreement. On December 22, 2016, the Company renewed its premises lease dated November 11, 2011, for one additional year from February 1, 2017 to January 31, 2018 for a rental of $13,500 per year plus HST. On June 13, 2016, the Company entered into consulting agreements with 1040614 Ontario Ltd. (the “1040614 Agreement”), MCM Consulting (the “MCM Agreement”) and ZKC (the “ZKC Agreement”). Pursuant to the 1040614 Agreement, the company, through its principal, performs general consulting services on behalf of the Company. Pursuant to the MCM Agreement, the sole proprietor acts in the capacity of President of the Company. Pursuant to the ZKC Agreement, ZKC, through its principal, acts in the capacity of CEO of the Company. Each consulting agreement is for a period of 10 years, with successive automatic renewal periods of two years until terminated. Pursuant to these consulting agreements, each consultant is entitled to receive the following compensation: ● Remuneration – an aggregate of US$125,000 per annum plus HST on a bi-monthly basis; ● EPS Bonus – when the Company generates earnings per share of $0.05, plus any multiple thereof, the Company shall issue the consultant 1,000,000 shares of the Company’s common stock and pay the consultant US$250,000 plus HST; ● Change of Control Bonus – immediately prior to the completion of a change of control (as defined in these consulting agreements) the Company shall issue the consultant an aggregate of 20,000,000 shares of the Company’s common stock; and ● Additional Bonus – the company may from time to time pay the consultant one or more bonuses as determined by the Board of Directors at its sole discretion. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Feb. 28, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 16. Stockholders’ Equity The Company is authorized to issue 300,000,000 shares of common stock at a par value of $0.001. On August 25, 2016, the Company completed a reverse split of the Company’s common stock at the ratio of one new share for every two existing shares. All share and per share amounts have been adjusted to reflect this reverse split. At February 28, 2017, the Company had 56,892,843 shares of common stock (February 29, 2016 – 6,132,073) issued and outstanding. At August 31, 2016, the Company had 56,132,073 shares of common stock (2015 - 6,132,073) issued and outstanding. On June 28, 2013, pursuant to the Exchange Agreement, RMI acquired 39,015,439 common shares of TSI in exchange for the issuance of 39,015,439 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 share of the Company’s common stock at the option of the holder subject to certain restrictions. As at February 28, 2017 and August 31, 2016, none of the preferred shares had been exchanged. 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 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 six months ended February 28, 2017, the Company completed the following common stock transactions: ● On October 31, 2016, the Company closed a concurrent Canadian and US dollar financing as follows: ● Canadian financing – the Company issued 140,000 units at $0.50 per unit for gross proceeds of $70,000, with each unit consisting of one share of the Company’s common stock and one warrant to purchase one share of common stock exercisable at a price of $0.80 per share until October 31, 2018. ● US financing – the Company issued 220,770 units at US$0.50 per unit for gross proceeds of $146,716 (US$110,385), with each unit consisting of one share of the Company’s common stock and one warrant to purchase one share of common stock exercisable at a price of US$0.80 per share until October 31, 2018. ● On November 2, 2016, the Company closed a US dollar financing pursuant to which the Company issued 400,000 units at US$1.00 per unit for gross proceeds of $524,230 (US$400,000), with each unit consisting of one share of the Company’s common stock and one warrant to purchase one share of common stock exercisable at a price of US$1.40 per share until November 2, 2018. The Company paid cash finder’s fees of $19,899 and issued 15,000 finder’s stock purchase warrants exercisable at US$1.40 per warrant share until September 28, 2018, valued at $8,742 per the Black Scholes valuation model, using the following inputs: Expected dividend yield 0.00 % Risk-free interest rate 0.51 % Expected stock price volatility 100.00 % Expected life of warrants 2 years Weighted average fair value $ 0.5828 During the year ended August 31, 2016, the Company completed the following common stock transactions: ● 50,000,000 shares of common stock were issued on June 13, 2016 at a par value of US$0.002 ($127,920; US$100,000). See Note 3. Pursuant to a stock restriction agreement entered into on June 13, 2016, these shares cannot be sold or otherwise disposed of until June 30, 2017. No common stock transactions occurred during the six months ended February 29, 2016 and the year ended August 31, 2015. Stock Subscribed During the six months ended February 28, 2017, $663,550 (US$500,000) in stock subscriptions was received pursuant to two individual private placements. These subscriptions are for a total of: ● 500,000 units of the Company at a price of US$1 per unit. Each unit consists of one share of the Company’s common stock and two warrants to purchase one share of common stock per warrant exercisable at a price of US$1.40 per share for a period of 24 months from the closing date of the financing. During the six months ended February 29, 2016, $75,531 in stock subscriptions were received pursuant to five individual private placements. These subscriptions were 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 Company’s 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 Company’s 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. Stock Purchase Warrants The continuity of Canadian dollar denominated stock purchase warrants for the six months ended February 28, 2017 is as follows: Expiry Date Price August 31, 2016 Issued February 28, 2017 October 31, 2018 $ 0.80 — 140,000 140,000 The continuity of US dollar denominated stock purchase warrants for the six months ended February 28, 2017 is as follows: Expiry Date Price August 31, 2016 Issued February 28, 2017 September 28, 2018 - Finder US$1.40 — 15,000 15,000 October 31, 2018 US$0.80 — 220,700 220,700 November 2, 2018 US$1.40 — 400,000 400,000 — 635,700 635,700 At February 28, 2017, the weighted-average remaining contractual life of US dollar warrants outstanding was 1.67 years (August 31, 2016 – nil). As at August 31, 2016 and February 29, 2016, the Company had no stock purchase warrants outstanding. |
Risks and Uncertainties
Risks and Uncertainties | 6 Months Ended |
Feb. 28, 2017 | |
Risks and Uncertainties [Abstract] | |
Risks and Uncertainties | 17. 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 and aesthetics and pain products, increasing competition, and dependence on its existing management and key personnel. |
Accounting Pronouncements
Accounting Pronouncements | 6 Months Ended |
Feb. 28, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Pronouncements | 18. Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) has issued the following Accounting Standard Updates (“ASUs”) that may be of relevance to the Company. The Company is currently assessing the impact that the adoption of these ASUs will have on its financial statements and related disclosures. ● August 2014 – ASU No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”) is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s 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. July 2015 – ASU No. 2015-11, which amended Accounting Standards Codification (“ASC”) Topic 330 Inventory 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. ● January 2016 – ASU No. 2016-01 “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” enhances the reporting model for financial instruments, including certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The amendments in this ASU are effective for reporting periods beginning after December 15, 2017, with early adoption permitted. ● February 2016 – ASU No. 2016-02 “Leases (Topic 842)” provides guidance establishing the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. ● April 2016 – ASU 2016-10 “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” clarifies the process of identifying performance obligations and provide licensing implementation guidance. The amendments in this ASU are effective for reporting periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. ● May 2016 – ASU No. 2016-12 “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” provides guidance regarding how an entity should recognize revenue for the transfer of goods and services to customers to reflect the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this ASU are effective for reporting periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. ● August 2016 – ASU No. 2016-15 “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” provides guidance concerning how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this ASU are effective for reporting periods beginning after December 15, 2017, to be applied retrospectively, with early adoption permitted. |
Contingent Liability
Contingent Liability | 6 Months Ended |
Feb. 28, 2017 | |
Contingent Liability | |
Contingent Liability | 19. Contingent Liability Pursuant to the Exchange Agreement, as amended, the Company may be required to acquire up to 296,500 common shares of TSI, being those TSI shares still outstanding, in exchange for 148,250 preferred shares of Subco on a one-for-two basis. Such preferred shares would then be exchangeable on the same basis as the approximately 50 million Subco preferred shares currently outstanding (see Notes 2 and 16). On August 24, 2016, 21,672,623 common shares of TSI were exchanged for 10,836,312 preferred shares of Subco. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Feb. 28, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the financial statements of the Company, TSI, Notox, Subco and 1894631 Ontario Inc., the Company’s wholly-owned subsidiaries. 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 Company’s significant accounting policies that are disclosed in the consolidated financial statements and notes thereto during the period ended February 28, 2017. |
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 was 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 Patents The US Patent is recorded at the value attributed to the shares issued to the Originating Companies and shareholders of TGSI less accumulated amortization. The US Patent was issued on September 29, 2009 and is effective until September 29, 2026. The Australian and Canadian Patents are 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. The Canadian Patent was issued on June 21, 2016 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 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 extensions for its patents prior to expiry, this cannot be predicted with certainty at this time. Accordingly, management has determined that the best estimates of useful lives of the US, Australian, and Canadian Patents are 17, 13, and 11 years, respectively. At this time, the Company does not believe that the patents will have a residual value at the end of their useful lives. License Agreement The License Agreement is recorded at estimated fair value plus acquisition costs less accumulated amortization. The term of the License Agreement continues until the expiration of the last to expire of the Licensed Patents (as defined in the License Agreement). Management is in the process of determining the best estimate of the useful life of the License Agreement. Amortization and Impairment Definite-lived intangible assets are required to be amortized using a method that reflects the pattern in which the economic benefits of the intangible assets 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. Management is in the process of determining the most appropriate method for amortizing the License Agreement. Intangible assets subject to amortization are required to be reviewed for impairment. An impairment loss must be recognized if the intangible asset’s 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 intangible assets: ● Consider whether indicators of impairment are present indicating that the intangible assets’ 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 intangible assets to their carrying amounts; and ● If the undiscounted cash flows used in the recoverability test are less than the intangible assets’ carrying amount, determine the intangible assets’ fair value and recognize an impairment loss if the carrying amount exceeds fair value. Because of the unique nature of a patent and a license agreement, income-producing definite-lived intangible assets, 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 patents and the License Agreement 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 Carrying values of cash, accounts payable and accrued liabilities, advances from related parties/shareholders and license assignment fee payable 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. 28, 2017 | |
Business Combinations [Abstract] | |
Schedule of Fair Values of Assets Acquired and Liabilities Assumed | The fair values of assets acquired and liabilities assumed were 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 ) |
Asset Acquisition and License29
Asset Acquisition and License Agreement (Tables) | 6 Months Ended |
Feb. 28, 2017 | |
Asset Acquisition And License Agreement Tables | |
Schedule of Fair Value and Carrying Value of License Agreement | The fair value and carrying value of the License Agreement is as follows: License Agreement $ 133,212 Cash 131 Accrued liabilities (5,423 ) Capital stock exchanged (50,000,000 shares at US$0.002 per share) $ 127,920 Fair value of License Agreement $ 133,212 Acquisition costs to August 31, 2016 19,519 Assignment fee 1,347,000 Carrying value of License Agreement $ 1,499,731 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Feb. 28, 2017 | |
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 28, 2017 February 29, 2016 Net loss per share: Net loss $ (517,167 ) $ (469,247 ) Weighted-average shares outstanding: Common stock 56,892,843 12,264,146 Number of shares used in per share computations 56,632,031 12,264,146 Loss per share $ (0.01 ) $ (0.04 ) |
Equipment, Net (Tables)
Equipment, Net (Tables) | 6 Months Ended |
Feb. 28, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment Net | Equipment, at cost, consisted of: February 28, 2017 August 31, 2016 Mould equipment $ 155,300 $ 155,300 Website 28,875 28,875 Equipment at cost 184,175 184,175 Accumulated depreciation (145,703 ) (141,428 ) Equipment, net $ 38,472 $ 42,747 |
Patents, Net (Tables)
Patents, Net (Tables) | 6 Months Ended |
Feb. 28, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Patent and Patents Pending | The following tables provide information regarding the patents and patents pending: February 28, 2017 Gross carrying amount Accumulated amortization Writedowns Net carrying amount US Patent $ 6,342,279 $ 2,798,064 $ — $ 3,544,215 Australian Patent 4,976 946 — 4,030 Canadian Patent 17,406 1,214 — 16,192 Patents pending 5,805 — — 5,805 $ 6,370,466 $ 2,800,224 $ — $ 3,570,242 August 31, 2016 Gross carrying amount Accumulated amortization Writedowns Net carrying amount US Patent $ 6,342,279 $ 2,611,527 $ — $ 3,730,752 Australian Patent 4,976 747 — 4,229 Canadian Patent 17,406 404 — 17,002 Patents pending 10,509 — 6,793 3,716 $ 6,375,170 $ 2,612,678 $ 6,793 $ 3,755,699 |
Schedule of Amortization Expense on Intangible Assets | As of February 28, 2017, amortization expense on intangible assets for the next five years was expected to be as follows: Amount Year ending: 2017 $ 187,547 2018 375,093 2019 375,093 2020 375,093 2021 375,093 Thereafter 1,876,518 Total $ 3,564,437 |
License Agreement, Net (Tables)
License Agreement, Net (Tables) | 6 Months Ended |
Feb. 28, 2017 | |
License Agreement Net Tables | |
Schedule of License Agreement | February 28, 2017 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ — $ 1,499,731 August 31, 2016 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 152,731 $ — $ 152,731 |
Accounts Payable and Accrued 34
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Feb. 28, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of: February 28, 2017 August 31, 2016 Trade payables $ 843,982 $ 751,762 Vendor accruals 27,000 86,228 Accounts payable and accrued liabilities $ 870,982 $ 837,990 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Feb. 28, 2017 | |
Stockholders Equity Tables | |
Schedule of Stock Options Valuation Assumptions | Expected dividend yield 0.00 % Risk-free interest rate 0.51 % Expected stock price volatility 100.00 % Expected life of warrants 2 years Weighted average fair value $ 0.5828 |
Schedule of Stock Purchase Warrants | The continuity of Canadian dollar denominated stock purchase warrants for the six months ended February 28, 2017 is as follows: Expiry Date Price August 31, 2016 Issued February 28, 2017 October 31, 2018 $ 0.80 — 140,000 140,000 The continuity of US dollar denominated stock purchase warrants for the six months ended February 28, 2017 is as follows: Expiry Date Price August 31, 2016 Issued February 28, 2017 September 28, 2018 - Finder US$1.40 — 15,000 15,000 October 31, 2018 US$0.80 — 220,700 220,700 November 2, 2018 US$1.40 — 400,000 400,000 — 635,700 635,700 |
Company Overview and Basis of36
Company Overview and Basis of Presentation (Details Narrative) - CAD | Feb. 28, 2017 | Aug. 31, 2016 | Jun. 21, 2016 | Jun. 13, 2016 | May 31, 2016 | Aug. 31, 2015 | Oct. 16, 2014 | Aug. 31, 2014 | Aug. 31, 2013 | Jun. 28, 2013 | Mar. 11, 2013 | Aug. 31, 2012 | Aug. 31, 2010 | Jun. 30, 2010 | Nov. 19, 2007 |
Subscription received amount used for patent | CAD 6,370,466 | CAD 6,375,170 | |||||||||||||
Accumulated amortization | 2,800,224 | 2,612,678 | |||||||||||||
Intangible assets carrying value | 3,564,437 | ||||||||||||||
Deficit | 6,418,141 | 5,900,974 | |||||||||||||
Working capital deficiency | 1,569,729 | 934,525 | |||||||||||||
Stockholders' equity | 3,538,716 | 3,016,652 | CAD 3,603,659 | CAD 4,348,285 | CAD 5,174,651 | CAD 5,444,151 | |||||||||
US Patent [Member] | |||||||||||||||
Subscription received amount used for patent | 6,342,279 | 6,342,279 | CAD 3,155,462 | ||||||||||||
Accumulated amortization | 2,798,064 | CAD 2,611,527 | (470,358) | ||||||||||||
Intangible assets carrying value | CAD 6,342,279 | CAD 2,685,104 | |||||||||||||
Notox Bioscience Inc [Member] | |||||||||||||||
Purpose of acquiring right percentage | 100.00% | 100.00% | |||||||||||||
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] | |||||||||||||||
Purpose of acquiring right percentage | 78.00% | ||||||||||||||
Common stock, shares subscription | 3,880,745 | ||||||||||||||
Common stock subscription amount | CAD 470,358 | ||||||||||||||
Tropic Spa Inc [Member] | Australian Patent [Member] | |||||||||||||||
Application costs | CAD 4,976 | ||||||||||||||
Tropic Spa Inc [Member] | Canadian Patent [Member] | |||||||||||||||
Application costs | CAD 17,406 |
Reverse Takeover (Details Narra
Reverse Takeover (Details Narrative) - CAD | Aug. 24, 2016 | Jun. 28, 2013 | Feb. 28, 2017 | Aug. 31, 2016 | |
Common Stock [Member] | |||||
Common shares acquired | [1] | 50,000,000 | |||
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] | Maximum [Member] | |||||
Expected revenue, gross | CAD 1,000,000 | ||||
Tropic Spa Inc [Member] | Common Stock [Member] | |||||
Common shares acquired | 21,672,623 | 39,015,439 | 296,500 | ||
Subco [Member] | Preferred Stock [Member] | |||||
Number of preferred stock for exchange | 10,836,312 | 39,015,439 | 148,250 | ||
[1] | The above presentation reflects the issued share capital of Tropic Spa Inc. until the completion of the June 28, 2013 reverse takeover, at which point it is adjusted to reflect the share capital of the Company. The above presentation also reflects a 1:2 reverse split of the Company's common stock on August 25, 2016. See Note 15. |
Reverse Takeover - Schedule of
Reverse Takeover - Schedule of Fair Values of Assets Acquired and Liabilities Assumed (Details) | Feb. 28, 2017CAD |
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) |
Asset Acquisition and License39
Asset Acquisition and License Agreement (Details Narrative) | Jun. 13, 2016shares | Feb. 28, 2017CAD | Feb. 28, 2017USD ($) | Nov. 23, 2016USD ($) | Aug. 31, 2016CAD | May 31, 2016 |
License assignment fee payable | CAD | CAD 996,075 | |||||
Notox Bioscience Inc [Member] | ||||||
Purpose of acquiring right percentage | 100.00% | 100.00% | ||||
Issuance of common stock shares for exchange | shares | 50,000,000 | |||||
Owned subsidiary description | As a result of the share exchange and on the Second Closing Date, the Notox Shareholders controlled approximately 89% of the issued and outstanding common stock of the Company (52.5% on a fully-exchanged basis) and Notox became a wholly-owned subsidiary of the Company. | |||||
Percentage of control of issued and outstanding of common stock | 89.00% | |||||
Zoran Holding Corporation [Member] | ||||||
Purpose of acquiring right percentage | 100.00% | |||||
Zoran K Corporation [Member] | USD [Member] | ||||||
License assignment fee payable | $ | $ 750,000 | $ 1,000,000 |
Asset Acquisition and License40
Asset Acquisition and License Agreement - Schedule of Fair Value and Carrying Value of License Agreement (Details) - License Agreement [Member] | Feb. 28, 2017CAD |
License Agreement | CAD 133,212 |
Cash | 131 |
Accrued liabilities | (5,423) |
Capital stock exchanged (50,000,000 shares at US$0.002 per share) | 127,920 |
Fair value of License Agreement | 133,212 |
Acquisition costs | 19,519 |
Assignment fee | 1,347,000 |
Carrying value of License Agreement | CAD 1,499,731 |
Asset Acquisition and License41
Asset Acquisition and License Agreement - Schedule of Fair Value and Carrying Value of License Agreement (Details) (Parenthetical) - License Agreement [Member] | 6 Months Ended |
Feb. 28, 2017$ / sharesshares | |
Number of shares exchanged | shares | 50,000,000 |
Exchanged share, per share value | $ / shares | $ 0.002 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies (Details Narrative) | Jun. 21, 2016 | Oct. 16, 2014 | Sep. 29, 2009 | Feb. 28, 2017 |
Mould equipment, depreciation percentage | 20.00% | |||
Website, useful life | 5 years | |||
Warranty period | 1 year | |||
US Patent [Member] | ||||
Patent expiration date | Sep. 29, 2026 | |||
Estimate of useful life of Patent | 17 years | |||
Australian Patent [Member] | ||||
Patent expiration date | Apr. 5, 2027 | |||
Estimate of useful life of Patent | 13 years | |||
Canadian Patent [Member] | ||||
Patent expiration date | Apr. 5, 2027 | |||
Estimate of useful life of Patent | 11 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. 28, 2017 | Feb. 29, 2016 | Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Earnings Per Share [Abstract] | ||||||
Net loss | CAD (517,167) | CAD (469,247) | CAD (1,030,293) | CAD (774,626) | CAD (826,366) | CAD (781,639) |
Common stock | 56,892,843 | 12,264,146 | ||||
Number of shares used in per share computations | 56,632,031 | 12,264,146 | ||||
Loss per share | CAD (0.01) | CAD (0.04) |
Prepaid Expenses (Details Narra
Prepaid Expenses (Details Narrative) - Feb. 28, 2017 - RBC Medical Innovations [Member] | CAD | USD ($) |
Prepaid expenses | CAD | CAD 73,453 | |
USD [Member] | ||
Prepaid expenses | $ | $ 55,600 |
Equipment, Net (Details Narrati
Equipment, Net (Details Narrative) - CAD | 6 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | CAD 4,275 | CAD 5,343 |
Equipment, Net - Schedule of Eq
Equipment, Net - Schedule of Equipment Net (Details) - CAD | Feb. 28, 2017 | Aug. 31, 2016 |
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 | (145,703) | (141,428) |
Equipment, net | CAD 38,472 | CAD 42,747 |
Patents, Net - Schedule of Pate
Patents, Net - Schedule of Patent and Patents Pending (Details) - CAD | Feb. 28, 2017 | Aug. 31, 2016 | Aug. 31, 2010 |
Patent, Gross carrying amount | CAD 6,370,466 | CAD 6,375,170 | |
Patent, Accumulated amortization | 2,800,224 | 2,612,678 | |
Patent, Writedowns | 6,793 | ||
Patent, Net carrying amount | 3,570,242 | 3,755,699 | |
US Patent [Member] | |||
Patent, Gross carrying amount | 6,342,279 | 6,342,279 | CAD 3,155,462 |
Patent, Accumulated amortization | 2,798,064 | 2,611,527 | CAD (470,358) |
Patent, Writedowns | |||
Patent, Net carrying amount | 3,544,215 | 3,730,752 | |
Australian Patent [Member] | |||
Patent, Gross carrying amount | 4,976 | 4,976 | |
Patent, Accumulated amortization | 946 | 747 | |
Patent, Writedowns | |||
Patent, Net carrying amount | 4,030 | 4,229 | |
Canadian Patent [Member] | |||
Patent, Gross carrying amount | 17,406 | 17,406 | |
Patent, Accumulated amortization | 1,214 | 404 | |
Patent, Writedowns | |||
Patent, Net carrying amount | 16,192 | 17,002 | |
Patents Pending [Member] | |||
Patent, Gross carrying amount | 5,805 | 10,509 | |
Patent, Accumulated amortization | |||
Patent, Writedowns | 6,793 | ||
Patent, Net carrying amount | CAD 5,805 | CAD 3,716 |
Patents, Net - Schedule of Amor
Patents, Net - Schedule of Amortization Expense on Intangible Assets (Details) | Feb. 28, 2017CAD |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | CAD 187,547 |
2,018 | 375,093 |
2,019 | 375,093 |
2,020 | 375,093 |
2,021 | 375,093 |
Thereafter | 1,876,518 |
Total | CAD 3,564,437 |
License Agreement, Net - Schedu
License Agreement, Net - Schedule of License Agreement (Details) - CAD | Feb. 28, 2017 | Aug. 31, 2016 |
License Agreement Net | ||
License Agreement, Gross carrying amount | CAD 1,499,731 | CAD 152,731 |
License Agreement, Accumulated amortization | ||
License Agreement, Net carrying amount | CAD 1,499,731 | CAD 152,731 |
Accounts Payable and Accrued 50
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - CAD | Feb. 28, 2017 | Aug. 31, 2016 |
Payables and Accruals [Abstract] | ||
Trade payables | CAD 843,982 | CAD 751,762 |
Vendor accruals | 27,000 | 86,228 |
Accounts payable and accrued liabilities | CAD 870,982 | CAD 837,990 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 6 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2017CAD | Feb. 28, 2017USD ($) | Feb. 29, 2016CAD | Aug. 31, 2016CAD | Aug. 31, 2016USD ($) | Aug. 31, 2015CAD | Feb. 28, 2017USD ($) | Aug. 31, 2016USD ($) | |
Unsecured bear interest rate | 3.00% | 3.00% | ||||||
Due on demand | CAD 219,500 | |||||||
Repayments of debt | 12,500 | |||||||
Consulting fees | 31,636 | CAD 43,531 | ||||||
Advanced from related party | 254,069 | CAD 276,078 | ||||||
Accounts payable and accrued liabilities | 649,946 | 550,079 | ||||||
President [Member] | ||||||||
Advances payable to related parties | 232,000 | 252,500 | 257,500 | CAD 252,500 | ||||
Interest payable to related parties | 22,069 | 14,684 | 18,578 | 10,882 | ||||
Reimbursable expenses | 3,984 | 15,634 | 10,477 | 2,248 | ||||
Due to related party | 238,307 | 59,600 | 215,224 | 78,200 | ||||
Consulting fees | 181,070 | 181,070 | ||||||
Advanced from related party | 5,000 | 5,000 | 7,500 | |||||
Interest expense | 3,491 | 3,802 | 7,696 | 7,572 | ||||
Consulting fees paid | 82,906 | 25,000 | ||||||
President [Member] | USD [Member] | ||||||||
Consulting fees | $ | $ 43,097 | $ 26,040 | ||||||
Consulting fees paid | $ | 62,500 | |||||||
Chief Executive Officer [Member] | ||||||||
Due to related party | 95,115 | 34,154 | ||||||
Consulting fees paid | 82,906 | 59,600 | ||||||
Chief Executive Officer [Member] | USD [Member] | ||||||||
Due to related party | $ | $ 71,618 | $ 26,040 | ||||||
Consulting fees paid | $ | 62,500 | |||||||
Major Shareholder [Member] | ||||||||
Due to related party | 237,540 | 181,070 | 215,224 | 78,200 | ||||
Consulting fees | 181,070 | 181,070 | ||||||
Consulting fees paid | 82,906 | |||||||
Major Shareholder [Member] | USD [Member] | ||||||||
Consulting fees | $ | 42,519 | $ 26,040 | ||||||
Consulting fees paid | $ | $ 62,500 | |||||||
Chief Financial Officer [Member] | ||||||||
Due to related party | CAD 75,000 | CAD 25,000 | CAD 75,000 |
Advances from Shareholders (Det
Advances from Shareholders (Details Narrative) - CAD | 6 Months Ended | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Aug. 31, 2016 | Aug. 31, 2015 | |
Advance from stockholders | CAD 5,000 | |||
Unsecured bear interest rate | 3.00% | |||
Unsecured debt | CAD 219,500 | |||
Repayment of advances | 38,000 | |||
Shareholder [Member] | ||||
Advance from stockholders | CAD 95,000 | |||
Advances payable | CAD 145,000 | 157,500 | 157,500 | 157,500 |
Unsecured bear interest rate | 3.00% | |||
Unsecured debt | 12,500 | |||
Repayment of advances | 145,000 | 145,000 | ||
Interest expense | 2,158 | 2,356 | 4,738 | 4,065 |
Accrued interest payable | CAD 11,189 | CAD 6,649 | CAD 9,031 | CAD 4,293 |
License Assignment Fee Payable
License Assignment Fee Payable (Details Narrative) | Oct. 01, 2016USD ($) | Feb. 28, 2017USD ($) | Feb. 28, 2017CAD | Feb. 28, 2017USD ($) | Nov. 23, 2016USD ($) | Aug. 31, 2016CAD |
License assignment fee payable | CAD | CAD 996,075 | |||||
Zoran K Corporation [Member] | USD [Member] | ||||||
License assignment fee payable | $ 750,000 | $ 1,000,000 | ||||
Debt periodic payment | $ 50,000 | |||||
Gross proceeds from sale of stock | $ 1,000,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) | Jun. 13, 2016CAD / shares | Jun. 13, 2016USD ($)shares | Feb. 28, 2017CAD | Feb. 29, 2016CAD | Aug. 31, 2013CAD | Aug. 31, 2016CAD | Aug. 24, 2016shares |
Premises lease rental | CAD 6,625 | CAD 6,600 | |||||
Share issued during period, value | CAD 16,297 | ||||||
Consultant [Member] | |||||||
Share issued during period | shares | 1,000,000 | ||||||
Consultant [Member] | USD [Member] | |||||||
Share issued during period, value | $ | $ 250,000 | ||||||
February 1, 2017 to January 31, 2018 [Member] | |||||||
Premises lease rental | 13,500 | ||||||
MCM Agreement [Member] | |||||||
Accrued remuneration | 80,770 | CAD 80,770 | |||||
ZKC Agreement [Member] | |||||||
Accrued remuneration | |||||||
Consulting Agreement [Member] | Consultant [Member] | |||||||
Consulting agreement period | 10 years | ||||||
Earning per share | CAD / shares | CAD 0.05 | ||||||
Share issued during period | shares | 20,000,000 | ||||||
Consulting Agreement [Member] | Consultant [Member] | USD [Member] | |||||||
Remuneration | $ | $ 125,000 | ||||||
Edgewater Consulting Corp [Member] | |||||||
Preferred stock shares issued | shares | 750,000 | ||||||
Accrued remuneration | CAD 75,000 | CAD 75,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Nov. 02, 2016CADCAD / sharesshares | Nov. 02, 2016USD ($)shares | Oct. 31, 2016CADCAD / sharesshares | Oct. 31, 2016USD ($)shares | Aug. 25, 2016 | Aug. 24, 2016shares | Jun. 13, 2016CADCAD / sharesshares | Jun. 13, 2016USD ($)shares | Jun. 28, 2013shares | Feb. 28, 2017CADCAD / sharesshares | Feb. 28, 2017USD ($)shares | Feb. 29, 2016CADCAD / sharesshares | Aug. 31, 2016shares | Feb. 28, 2017$ / sharesshares | Aug. 31, 2015shares | |
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||||||||||||||
Common stock, par share value | CAD / shares | CAD 0.001 | |||||||||||||||
Reverse stock split | The Company completed a reverse split of the Companys common stock at the ratio of one new share for every two existing shares. All share and per share amounts have been adjusted to reflect this reverse split. | |||||||||||||||
Common stock, shares issued | 56,892,843 | 6,132,073 | 56,132,073 | 56,892,843 | 6,132,073 | |||||||||||
Common stock, shares outstanding | 56,892,843 | 6,132,073 | 56,132,073 | 56,892,843 | 6,132,073 | |||||||||||
Subscriptions were received | CAD | CAD 395,580 | |||||||||||||||
Stock Restriction Agreement [Member] | ||||||||||||||||
Common stock shares issued during period | 50,000,000 | 50,000,000 | ||||||||||||||
Proceeds from issuance of common stock | CAD | CAD 127,920 | |||||||||||||||
USD [Member] | ||||||||||||||||
Warrant to purchase, shares | 635,700 | 635,700 | ||||||||||||||
USD [Member] | Stock Restriction Agreement [Member] | ||||||||||||||||
Shares issued price per share | CAD / shares | CAD 0.002 | |||||||||||||||
Proceeds from issuance of common stock | $ | $ 100,000 | |||||||||||||||
Canadian Financing [Member] | ||||||||||||||||
Common stock shares issued during period | 140,000 | 140,000 | ||||||||||||||
Shares issued price per share | CAD / shares | CAD 0.50 | |||||||||||||||
Proceeds from issuance of common stock | CAD | CAD 70,000 | |||||||||||||||
Warrant to purchase, shares | 1 | |||||||||||||||
Warrants exercise price per share | CAD / shares | CAD 0.80 | |||||||||||||||
US Financing [Member] | ||||||||||||||||
Common stock shares issued during period | 400,000 | 400,000 | 220,770 | 220,770 | 15,000 | 15,000 | ||||||||||
Proceeds from issuance of common stock | CAD | CAD 524,230 | CAD 146,716 | CAD 8,742 | |||||||||||||
Warrant to purchase, shares | 1 | 1 | ||||||||||||||
Finder's fees | CAD | 19,899 | |||||||||||||||
US Financing [Member] | USD [Member] | ||||||||||||||||
Shares issued price per share | (per share) | CAD 1 | CAD 0.50 | $ 1.40 | |||||||||||||
Proceeds from issuance of common stock | $ | $ 400,000 | $ 110,385 | ||||||||||||||
Warrants exercise price per share | CAD / shares | CAD 1.40 | CAD 0.80 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||
Common shares acquired | [1] | 50,000,000 | ||||||||||||||
Stock Subscriptions [Member] | ||||||||||||||||
Subscriptions were received | CAD | CAD 663,550 | CAD 75,531 | ||||||||||||||
Number of units subscriptions during the period | 500,000 | 500,000 | 160,000 | |||||||||||||
Sale of stock price per share | CAD / shares | CAD 0.25 | |||||||||||||||
Common stock exercisable price per share | CAD / shares | CAD 0.40 | |||||||||||||||
Common stock subscriptions period | 24 months | 24 months | ||||||||||||||
Stock Subscriptions [Member] | USD [Member] | ||||||||||||||||
Subscriptions were received | $ | $ 500,000 | |||||||||||||||
Sale of stock price per share | $ / shares | 1 | |||||||||||||||
Common stock exercisable price per share | $ / shares | $ 1.40 | |||||||||||||||
Stock Subscriptions One [Member] | ||||||||||||||||
Number of units subscriptions during the period | 100,000 | |||||||||||||||
Sale of stock price per share | CAD / shares | CAD 0.25 | |||||||||||||||
Common stock exercisable price per share | CAD / shares | CAD 0.40 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Warrants outstanding of weighted-average remaining contractual life | 1 year 8 months 1 day | 1 year 8 months 1 day | 0 years | |||||||||||||
Tropic Spa Inc [Member] | Common Stock [Member] | ||||||||||||||||
Common shares acquired | 21,672,623 | 39,015,439 | 296,500 | 296,500 | ||||||||||||
Subco [Member] | Preferred Stock [Member] | ||||||||||||||||
Issuance of common stock shares for exchange | 10,836,312 | 39,015,439 | 148,250 | 148,250 | ||||||||||||
[1] | The above presentation reflects the issued share capital of Tropic Spa Inc. until the completion of the June 28, 2013 reverse takeover, at which point it is adjusted to reflect the share capital of the Company. The above presentation also reflects a 1:2 reverse split of the Company's common stock on August 25, 2016. See Note 15. |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock Options Valuation Assumptions (Details) - Warrant [Member] | 6 Months Ended |
Feb. 28, 2017CAD / shares | |
Expected dividend yield | 0.00% |
Risk-free interest rate | 0.51% |
Expected stock price volatility | 100.00% |
Expected life of warrants | 2 years |
Weighted average fair value | CAD 0.5828 |
Stockholders' Equity - Schedu57
Stockholders' Equity - Schedule of Stock Purchase Warrants (Details) | Feb. 28, 2017CAD / sharesshares | Feb. 28, 2017$ / sharesshares | Aug. 31, 2016shares |
USD [Member] | |||
Stock Purchase Warrants Issued, Shares | 635,700 | 635,700 | |
Stock Purchase Warrants Outstanding, Shares | 635,700 | 635,700 | |
October 31, 2018 [Member] | |||
Stock Purchase Warrants Price Per Share | CAD / shares | CAD 0.80 | ||
Stock Purchase Warrants Issued, Shares | 140,000 | 140,000 | |
Stock Purchase Warrants Outstanding, Shares | 140,000 | 140,000 | |
October 31, 2018 [Member] | USD [Member] | |||
Stock Purchase Warrants Price Per Share | $ / shares | $ 0.80 | ||
Stock Purchase Warrants Issued, Shares | 220,700 | 220,700 | |
Stock Purchase Warrants Outstanding, Shares | 220,700 | 220,700 | |
September 28, 2018 - Finder [Member] | USD [Member] | |||
Stock Purchase Warrants Price Per Share | $ / shares | $ 1.40 | ||
Stock Purchase Warrants Issued, Shares | 15,000 | 15,000 | |
Stock Purchase Warrants Outstanding, Shares | 15,000 | 15,000 | |
November 2, 2018 [Member] | USD [Member] | |||
Stock Purchase Warrants Price Per Share | $ / shares | $ 1.40 | ||
Stock Purchase Warrants Issued, Shares | 400,000 | 400,000 | |
Stock Purchase Warrants Outstanding, Shares | 400,000 | 400,000 |
Contingent Liability (Details N
Contingent Liability (Details Narrative) - shares | Aug. 24, 2016 | Jun. 28, 2013 | Feb. 28, 2017 | Aug. 31, 2016 | |
Common Stock [Member] | |||||
Number of common shares acquire from subsidiary | [1] | 50,000,000 | |||
Tropic Spa Inc [Member] | Common Stock [Member] | |||||
Number of common shares acquire from subsidiary | 21,672,623 | 39,015,439 | 296,500 | ||
Subco [Member] | |||||
Preferred stock outstanding | 50,000,000 | ||||
Subco [Member] | Preferred Stock [Member] | |||||
Number of preferred stock for exchange | 10,836,312 | 39,015,439 | 148,250 | ||
[1] | The above presentation reflects the issued share capital of Tropic Spa Inc. until the completion of the June 28, 2013 reverse takeover, at which point it is adjusted to reflect the share capital of the Company. The above presentation also reflects a 1:2 reverse split of the Company's common stock on August 25, 2016. See Note 15. |