Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Nov. 30, 2017 | Jan. 19, 2018 | |
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 | Nov. 30, 2017 | |
Current Fiscal Year End Date | --08-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock Shares Outstanding | 57,532,843 | |
Trading Symbol | TRPO | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - CAD | Nov. 30, 2017 | Aug. 31, 2017 |
Current assets: | ||
Cash | CAD 44,149 | CAD 63,144 |
Amounts receivable | 97,645 | 84,290 |
Inventory (Note 9) | 1 | 1 |
Prepaid expenses | 17,641 | 28,624 |
Total current assets | 159,436 | 176,059 |
Equipment, net (Note 8) | 32,487 | 34,197 |
Patents, net (Note 9) | 4 | 4 |
License agreement, net (Notes 3 and 10) | 1,265,398 | 1,312,265 |
Total assets | 1,457,325 | 1,522,525 |
Current liabilities: | ||
Accounts payable and accrued liabilities (Notes 11 and 12) | 1,233,435 | 1,075,601 |
Advances from related parties/shareholders (Notes 12 and 13) | 418,780 | 415,960 |
License assignment fee payable (Notes 3 and 14) | 702,396 | 683,212 |
Stock purchase warrants (Notes 4 and 16) | 612,525 | 297,378 |
Stock subscribed (Note 16) | 838,674 | |
Total current liabilities | 2,967,136 | 3,310,825 |
Due to the Clinic (Note 3) | 203,319 | 197,765 |
Total liabilities | 3,170,455 | 3,508,590 |
Stockholders' deficiency (Note 16): | ||
Common stock | 1,018,256 | 526,182 |
Additional paid-in capital | 8,458,365 | 8,460,414 |
Deficit | (11,189,751) | (10,972,661) |
Total stockholders' deficiency | (1,713,130) | (1,986,065) |
Total liabilities and stockholders' deficiency | CAD 1,457,325 | CAD 1,522,525 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - CAD | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Revenue: | ||
Sales | ||
Production costs: | ||
Amortization – license agreement (Note 10) | 46,867 | |
Amortization – patent (Note 9) | 93,773 | |
Consulting fees – production | 570 | 7,800 |
Depreciation (Note 8) | 1,710 | 2,137 |
Materials and supplies | 62 | |
Total production costs | 49,147 | 103,772 |
Gross loss | (49,147) | (103,772) |
General and administration: | ||
Consulting fees – management (Note 12) | 117,690 | 125,344 |
Interest on advances from related parties/shareholders (Notes 12 and 13) | 2,820 | 2,860 |
Loss (gain) on foreign exchange | 36,547 | (5,630) |
Marketing | 247 | 581 |
Office and miscellaneous | 2,480 | 6,926 |
Professional fees | 16,396 | 10,930 |
Rent | 5,700 | 3,300 |
Travel and entertainment | 1,245 | 3,153 |
Trust and filing fees | 6,139 | 3,898 |
Total general and administration | 189,264 | 151,362 |
Loss before other items and income taxes | (238,411) | (255,134) |
Other items: | ||
Writedown of amounts receivable | (5,746) | |
Gain on revaluation of stock purchase warrants | 27,067 | |
Loss before income taxes | (217,090) | (255,134) |
Income taxes | ||
Net loss and comprehensive loss | CAD (217,090) | CAD (255,134) |
Net loss per share – basic and diluted (Note 5) | CAD 0 | CAD 0 |
Weighted-average number of shares outstanding | 57,482,074 | 56,374,085 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - CAD | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Cash Flows Used In Operating Activities | ||
Net loss | CAD (217,090) | CAD (255,134) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization – license agreement | 46,867 | |
Amortization – patent | 93,773 | |
Depreciation | 1,710 | 2,137 |
Unrealized foreign exchange on license assignment fee payable | 19,184 | (3,690) |
Unrealized foreign exchange on due to the Clinic | 5,554 | |
Writedown of amounts receivable | 5,746 | |
Gain on revaluation of stock purchase warrants | (27,067) | |
Changes in assets and liabilities: | ||
Amounts receivable | (19,101) | (4,130) |
Prepaid expenses | 10,983 | (13,266) |
Accounts payable and accrued liabilities | 157,834 | 21,195 |
Interest accrued on advances from related parties/shareholders | 2,820 | 2,860 |
Net cash used in operating activities | (12,560) | (156,255) |
Cash Flows Used In Investing Activities | ||
Patent costs | (2,089) | |
License agreement | (134,700) | |
Net cash used in investing activities | (136,789) | |
Cash Flows Provided By (Used In) Financing Activities | ||
Proceeds from issuance of common stock | 395,580 | |
Stock issue costs | (6,435) | (19,899) |
Repayment of advances from related parties/shareholders | (38,000) | |
Net cash provided by (used in) financing activities | (6,435) | 337,681 |
Increase (decrease) in cash during the period | (18,995) | 44,637 |
Cash, beginning of period | 63,144 | 144,718 |
Cash, end of period | CAD 44,149 | CAD 189,355 |
Consolidated Statements of Cas5
Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | Nov. 23, 2017CAD | Nov. 23, 2017USD ($) |
License Agreement [Member] | Zoran Holding Corporation [Member] | ||
License assignment fee payable | CAD | CAD 1,347,000 | |
License Agreement [Member] | Zoran Holding Corporation [Member] | USD [Member] | ||
License assignment fee payable | $ | $ 1,000,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficiency) (Unaudited) - CAD | Common Stock [Member] | Stock Subscribed [Member] | Additional Paid-In Capital [Member] | Deficit [Member] | Total | ||
Balance at Aug. 31, 2015 | CAD 12,612 | CAD 30,000 | CAD 8,431,728 | CAD (4,870,681) | CAD 3,603,659 | ||
Balance, shares at Aug. 31, 2015 | [1] | 6,132,073 | |||||
Stock subscribed | [1] | 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 | |||||
Stock issued for cash | CAD 414,291 | (345,366) | 28,686 | 97,611 | |||
Stock issued for cash, shares | [1] | 760,770 | |||||
Stock issue costs - cash | CAD (19,899) | (19,899) | |||||
Stock issue costs - finder's warrants | (8,742) | (8,742) | |||||
Net loss | (5,071,687) | (5,071,687) | |||||
Balance at Aug. 31, 2017 | CAD 526,182 | 8,460,414 | (10,972,661) | (1,986,065) | |||
Balance, shares at Aug. 31, 2017 | [1] | 56,892,843 | |||||
Stock issued for cash | CAD 491,041 | 491,041 | |||||
Stock issued for cash, shares | [1] | 630,000 | |||||
Stock issue costs - cash | CAD (6,435) | (6,435) | |||||
Stock issue costs - finder's warrants | (2,581) | (2,581) | |||||
Warrants exercised | CAD 10,049 | (2,049) | 8,000 | ||||
Warrants exercised, shares | [1] | 10,000 | |||||
Net loss | (217,090) | (217,090) | |||||
Balance at Nov. 30, 2017 | CAD 1,018,256 | CAD 8,458,365 | CAD (11,189,751) | CAD (1,713,130) | |||
Balance, shares at Nov. 30, 2017 | [1] | 57,532,843 | |||||
[1] | The above presentation reflects a 1:2 reverse split of the Company's common stock on August 25, 2016. See Note 16. |
Consolidated Statements of Sto7
Consolidated Statements of Stockholders' Equity (Deficiency) (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 | 3 Months Ended |
Nov. 30, 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 three months ended November 30, 2017. The comparative amounts are the results of operations of the Company, TSI and Notox for the three months ended November 30, 2016. On November 19, 2007, TSI obtained the rights to the Home Mist Tanning system and the application for and acquisition of a United States Patent “Apparatus for Spray Application of a Sunless Tanning Product” 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. On December 28, 2016, the Company, through TSI, obtained a Chinese patent (the “Chinese Patent”), incurring application costs of $5,806. Costs incurred are recorded as intangible assets. On August 31, 2017, the net carrying amount of the patents was written down to a nominal amount of $4 (see Note 9). As reflected in the accompanying consolidated financial statements, the Company has a deficit of $11,189,751 (August 31, 2017 - $10,972,661) since inception, a working capital deficiency of $2,807,700 (August 31, 2017 - $3,134,766) and a stockholders’ deficiency of $1,713,130 (August 31, 2017 - stockholders’ equity of $1,986,065). 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 has evaluated the Company’s ability to continue as a going concern by assessing its ability to meet its obligations as they become due within one year from the date of issue of the financial statements. Management’s assessment included the following factors: ● The Company’s financial condition as at the date of issue of the financial statements; ● The Company’s actual or anticipated conditional and unconditional obligations due within one year from the date of issue of the financial statements; ● The funds necessary to maintain the Company’s operations considering its current financial condition, obligations and other expected cash flows; and ● Other conditions and events that may affect the Company’s ability to meet its obligations within one year from the date of issue of the financial statements. The Company’s operating expenses are estimated to be approximately $100,000 per year. As at November 30, 2017, the Company’s current cash liabilities total approximately $2,354,000 (August 31, 2017 - $2,175,000). Of this amount, approximately $1,887,000 – accounts payable and accrued liabilities ($926,000), advances from related parties/shareholders ($259,000) and license assignment fee payable ($702,000) – is payable to related parties and/or major shareholders who have not and will not require payment until such time as sufficient cash flow is available. Of the remaining $467,000, $46,000 was repaid subsequent to the end of the period and $120,000 is payable to an organization that is willing to continue to defer payment. To the extent the remaining $301,000 cannot be deferred and sufficient equity financing has not been raised to make the payment required, management will advance funds to the Company, if appropriate. |
Reverse Takeover
Reverse Takeover | 3 Months Ended |
Nov. 30, 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 | 3 Months Ended |
Nov. 30, 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. See Note 14. 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 and July 1, 2016. Pursuant to the License Agreement, as amended, Notox is the licensee under the License Agreement and is solely responsible for making all regulatory filings and securing regulatory approval for the products covered by the License Agreement. The Clinic will receive a royalty based on the sale of certain products, a milestone payment within 30 days following the first commercial sale of such products and a percentage of any sublicensing revenues. Royalties and other payments are payable quarterly. Notox is required to achieve two commercial milestones: regulatory filings submitted to regulatory authorities by November 30, 2019 and first commercial sale within nine months following regulatory approval. Failure to achieve these milestones, without satisfactory justification, constitutes a material breach of the License Agreement giving the Clinic the right, but not the obligation, to convert the License Agreement to a non-exclusive license or terminate the License Agreement. The Clinic has the right to verify Notox’s compliance with the License Agreement. Within 30 days following Notox’s receipt of the first regulatory approval, Notox is required to reimburse the Clinic for current patenting costs. All patenting costs, patent office fees and outside patent counsel costs will, at the Clinic’s option, either be paid directly by Notox or by the Clinic with the Clinic invoicing Notox, provided that Notox has no obligation to pay or reimburse the Clinic until after first regulatory approval has been obtained. Upon termination or expiration of the License Agreement, all accrued and unreimbursed patenting costs become immediately due and payable to the Clinic. As of November 30, 2017, all accrued and unreimbursed patenting costs totalled US$157,758 ($203,319) (August 31, 2017 - US$157,758 ($197,765)). 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 gross 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 19,519 Assignment fee (US$1,000,000) 1,347,000 Gross carrying value of License Agreement $ 1,499,731 See Note 10. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Nov. 30, 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, 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 November 30, 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 by TSI in connection with its acquisition less accumulated amortization and impairment writedowns. The US Patent was issued on September 29, 2009 and is effective until September 29, 2026. The Australian, Canadian and Chinese Patents are recorded at the application costs incurred less accumulated amortization and impairment writedowns. 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. The Chinese Patent was issued on December 28, 2016 and is effective until February 1, 2033. 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, Canadian and Chinese Patents are 17, 13, 11 and 16 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). All costs related to the development of the licensed technology are expensed as incurred. The technology licensed by Notox is a platform that provides the Company access to four large market segments or verticals (derma, pain, body and headache) that include the fields of aesthetics, drug-free pain management, body contouring and perspiration control. Based on management’s experience, it takes approximately two years to fully develop each vertical, with each vertical being developed in sequence. Accordingly, management’s best estimate of the amortization period for the License Agreement is eight years. 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 were being amortized on a straight-line basis over the period of their useful lives. The License Agreement is being amortized over eight years based on management’s best estimate of the time required to develop the four verticals as explained above. 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 two operating leases. 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. Stock Purchase Warrants When the Company undertakes a private placement, it may issue units comprised of common stock of the Company and warrants to acquire common stock of the Company. Warrants with a strike price denominated in the Company’s functional currency (the Canadian dollar) are considered to be indexed to the Company’s stock and are classified as equity. Warrants with a strike price denominated in a currency other than the Company’s functional currency are considered not to be indexed to the Company’s stock and are classified as a liability. Warrants classified as equity are initially measured at fair value. Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. Warrants classified as a liability are initially measured at fair value with changes in fair value recorded in profit or loss in each reporting period. Sales The Company has Home Mist Tanning units and related supplies available for sale, primarily online via its website. The Company recognizes revenue when the units and supplies have been shipped to the customer, the amount to be paid by the customer is fixed or determinable and collectability is reasonably assured. Revenue is recorded net of applicable sales taxes. 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 and license agreement amortization, production consulting fees, equipment depreciation, design and production costs and 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, license assignment fee payable and stock subscribed 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 | 3 Months Ended |
Nov. 30, 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 Three Months Ended November 30, 2017 2016 Net loss per share: Net loss $ (217,090 ) $ (255,134 ) Weighted-average shares outstanding: Common stock 57,532,843 56,892,843 Number of shares used in per share computations 57,482,074 56,374,085 Loss per share $ (0.00 ) $ (0.00 ) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Nov. 30, 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’s stock purchase warrants are measured at fair value on a recurring basis. |
Design and Production - NRFTS
Design and Production - NRFTS | 3 Months Ended |
Nov. 30, 2017 | |
Research and Development [Abstract] | |
Design and Production - NRFTS | 7. Design and Production - NRFTS On February 20, 2017, the Company entered into the Notox Radio Frequency Treatment System (“NRFTS”) Proposal (the “Proposal”) with RBC Medical Innovations (“RBC”) to develop technology licensed by Notox. The NRFTS is comprised of two distinct components – the disposable probe and the radio frequency generator (“RFG”) console. Pursuant to the Proposal, RBC will execute design and production of the NRFTS and is responsible for overall program management, system integration and development and manufacturing transfer of the RFG console. The project is to be completed in three stages on a fixed-fee basis at an estimated cost of US$1,748,000. The NRFTS planning stage proposes three milestones payments – project stage initiation (US$55,600), completion of product requirements and documentation (US$55,600) and all stage deliverables and completion (US$55,800). During the year ended August 31, 2017, the Company paid the US$55,600 ($73,453) project stage initiation milestone payment and as at November 30, 2017, an accrual for US$55,600 ($71,657) (August 31, 2017 - US$55,600 ($69,700)) has been made for the second milestone payment. |
Equipment, Net
Equipment, Net | 3 Months Ended |
Nov. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Equipment, Net | 8. Equipment, Net Equipment, at cost, consisted of: November 30, 2017 August 31, 2017 Mould equipment $ 155,300 $ 155,300 Website 28,875 28,875 Equipment at cost 184,175 184,175 Accumulated depreciation (151,688 ) (149,978 ) Equipment, net $ 32,487 $ 34,197 Depreciation was $1,710 and $2,137 for the three month periods ended November 30, 2017 and 2016, respectively. |
Patents, Net
Patents, Net | 3 Months Ended |
Nov. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents, Net | 9. Patents, Net The following tables provide information regarding the patents: November 30, 2017 Gross carrying amount Accumulated amortization Writedowns Net carrying amount United States Patent $ 6,342,279 $ 2,984,602 $ 3,357,676 $ 1 Australian Patent 4,976 1,145 3,830 1 Canadian Patent 17,406 2,024 15,381 1 Chinese Patent 5,806 1,330 4,475 1 Patents abandoned 6,793 — 6,793 — $ 6,377,260 $ 2,989,101 $ 3,388,155 $ 4 August 31, 2017 Gross carrying amount Accumulated amortization Writedowns Net carrying amount United States Patent $ 6,342,279 $ 2,984,602 $ 3,357,676 $ 1 Australian Patent 4,976 1,145 3,830 1 Canadian Patent 17,406 2,024 15,381 1 Chinese Patent 5,806 1,330 4,475 1 Patents abandoned 6,793 — 6,793 — $ 6,377,260 $ 2,989,101 $ 3,388,155 $ 4 Also see Note 1. During the year ended August 31, 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, Canadian and Chinese patents. Management’s intention is to license commercial tanning units for use in stores and spas in the United States, to sell personal tanning units internationally and to supply the spray tan solution for those units. Given that management is in the process of changing its focus in respect of the marketing and sale of the tanning units and associated products, it is not in a position to be able to estimate the future cash flows attributable to the patents with any degree of certainty. Accordingly, the patents were written down to a nominal amount of $4 at August 31, 2017. In connection with the writedown of the patents, the fact that there have been minimal sales to date and no comparable products on the market to use as a point of reference, management is not able to determine whether inventory is stated at the lower of cost or market. Accordingly, inventory was written down to a nominal amount of $1 at August 31, 2017. |
License Agreement, Net
License Agreement, Net | 3 Months Ended |
Nov. 30, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
License Agreement, Net | 10. License Agreement, Net November 30, 2017 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 234,333 $ 1,265,398 August 31, 2017 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 187,466 $ 1,312,265 As of November 30, 2017, amortization expense on the License Agreement for the next seven years was expected to be as follows: Amount Year ending: 2018 $ 140,599 2019 187,466 2020 187,466 2021 187,466 2022 187,466 Thereafter 374,935 Total $ 1,265,398 During the period ended November 30, 2017, management identified the following indicators of impairment indicating that the License Agreement’s carrying amount might not be recoverable: ● The inability to raise sufficient equity financing to implement its strategic plan; and ● Operating and cash flow losses since inception. The Company has performed a recoverability test by preparing a five-year proforma projection of the undiscounted future cash flows attributable to the License Agreement. The undiscounted cash flows exceed the carrying value of the License Agreement as at November 30, 2017. Also see Note 3. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Nov. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 11. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of: November 30, 2017 August 31, 2017 Trade payables $ 1,081,848 $ 929,855 Vendor accruals 151,587 145,746 Accounts payable and accrued liabilities $ 1,233,435 $ 1,075,601 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Nov. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions At November 30, 2017, the following amounts were payable to the Company’s related parties: ● Advances payable to the President of the Company totaled $232,000 at November 30, 2017 (2016 - $232,000) and $232,000 at August 31, 2017 (2016 - $257,500). 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 $27,313 at November 30, 2017 (2016 - $20,353) and $25,578 at August 31, 2017 (2016 - $18,578). ● At November 30, 2017, the Company owed $6,176 (2016 - $7,004) to the President for reimbursable expenses incurred on the Company’s behalf. At August 31, 2017, the Company owed $5,329 (2016 - $10,477). ● At November 30, 2017, the Company owed $314,812 ($181,070 and US$103,772) (November 30, 2016 - $247,933 ($181,070 and US$49,790)) in consulting fees to a company controlled by the President of the Company. At August 31, 2017, the Company owed $271,984 ($181,070 and US$72,522) (2016 - $215,224 ($181,070 and US$26,040)). ● At November 30, 2017, the Company owed $121,598 (US$94,350) (2016 - $54,210 (US$40,368)) in consulting fees to a company controlled by the CEO of the Company. At August 31, 2017, the Company owed $79,102 (US$63,100) (2016 - $34,154 (US$26,040)). ● At November 30, 2017, the Company owed $301,924 ($181,070 and US$93,772) (2016 - $234,504 ($181,070 and US$39,790)) in consulting fees and $259 in reimbursable expenses (2016 - $nil) to a company controlled by a major shareholder of the Company. At August 31, 2017, the Company owed $259,448 ($181,070 and US$62,522) (2016 - $215,224 ($181,070 and US$26,040)) in consulting fees and $nil (2016 - $nil) in reimbursable expenses. ● At November 30, 2017, the Company owed $nil (2016 - $12,500) in shareholder advances and $761 (2016 - $761) in accrued interest on these advances to the same major shareholder. At August 31, 2017, the Company owed $nil (2016 - $12,500) in shareholder advances and $761 (2016 - $761) in accrued interest on these advances. ● At November 30, 2017, the Company owed $75,000 (2016 - $75,000) to a company controlled by the Company’s former CFO. At August 31, 2017, the Company owed $75,000 (2016 - $75,000). During the three months ended November 30, 2017, the Company had the following transactions with related parties: ● The President of the Company advanced $nil during the three months ended November 30, 2017 (2016 - $nil), and $nil to the Company during the year ended August 31, 2017 (2016 - $5,000). Interest expense of $1,735 was accrued on these advances during the three months ended November 30, 2017 (2016 - $1,775) and $7,000 during the year ended August 31, 2017 (2016 - $7,696). ● Consulting fees paid or accrued as payable to a company controlled by the President of the Company were $39,230 (US$31,250) and $41,456 (US$31,250) for the three months ended November 30, 2017 and 2016, respectively. ● Consulting fees paid or accrued as payable to a company controlled by the CEO of the Company were $39,230 (US$31,250) and $41,456 (US$31,250) for the three months ended November 30, 2017 and 2016, respectively. ● Consulting fees accrued as payable to a company controlled by a major shareholder of the Company were $39,230 (US$31,250) and $41,456 (US$31,250) for the three months ended November 30, 2017 and 2016, respectively. All transactions with related parties occurred in the normal course of business and were measured at the exchange amount, which was the amount of consideration agreed upon between management and the related parties. Also see Notes 3, 13, 14 and 15. |
Advances from Shareholders
Advances from Shareholders | 3 Months Ended |
Nov. 30, 2017 | |
Related Party Transactions [Abstract] | |
Advances from Shareholders | 13. Advances from Shareholders Shareholders of the Company advanced $nil to the Company during the three months ended November 30, 2017 (2016 - $nil) and $nil during the year ended August 31, 2017 (2016 - $nil). Advances payable to shareholders totaled $145,000 at November 30, 2017 (2016 - $145,000) and $145,000 at August 31, 2017 (2016 - $157,500). These advances are unsecured and bear interest at 3% per annum. There are no repayment terms. Interest expense of $1,085 was accrued on these advances during the three months ended November 30, 2017 (2016 - $1,085) and $4,351 during the year ended August 31, 2017 (2016 - $4,738). Accrued interest payable to shareholders totaled $14,467 at November 30, 2017 (2016 - $10,116), and $13,382 at August 31, 2017 (2016 - $9,031). |
License Assignment Fee Payable
License Assignment Fee Payable | 3 Months Ended |
Nov. 30, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
License Assignment Fee Payable | 14. License Assignment Fee Payable Pursuant to the amendment to the Share Exchange Agreement, the Company will pay an aggregate of US$1,000,000 to ZKC in the form of a one-time assignment fee. The 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. At November 30, 2017, the balance of the license assignment fee payable to ZKC was US$545,000 ($702,396) (August 31, 2017 - US$545,000 ($683,212)). See Note 3. |
Commitments
Commitments | 3 Months Ended |
Nov. 30, 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 November 30, 2017, ECC is entitled to $75,000 (August 31, 2017 - $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 November 30, 2017, in addition to previously amounts, 1040614 and MCM are each entitled to $80,770 (August 31, 2017 - $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 November 30, 2017, there is no remuneration payable (August 31, 2017 - $nil) by the Company under the Old ZKC Agreement. 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. On July 17, 2017, the Company renewed its premises lease dated November 11, 2011 for an additional six months from August 1, 2017 to January 31, 2018 for a rental of $700 a month ($4,200 total) plus HST. On August 31, 2017, the Company entered into a second premises lease for a year beginning on September 1, 2017 for a rental of $21,000 for the year plus HST. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Nov. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 16. Stockholders’ Equity The Company is authorized to issue 500,000,000 (August 31, 2017 - 500,000,000) shares of common stock at a par value of $US0.001. 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 November 30, 2017, the Company had 57,532,843 shares of common stock legally issued and outstanding (2016 - 56,892,843). At August 31, 2017, the Company had 56,892,843 shares of common stock legally issued and outstanding (2016 - 56,132,073 shares). On June 28, 2013, pursuant to the Exchange Agreement, the Company 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 November 30, 2017 and August 31, 2017, 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 three months ended November 30, 2017, the Company completed the following common stock transactions: ● On September 7, 2017, the Company closed a US dollar financing pursuant to which the Company issued 630,000 units at US$1.00 per unit for gross proceeds of $830,674 (US$630,000), 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 September 7, 2019. $491,041 was allocated to common stock and $339,633 was allocated to stock purchase warrants. The Company paid cash finder’s fees of $6,435 (US$5,000) and issued 5,000 finder’s stock purchase warrants exercisable at US$1.40 per warrant share until July 17, 2019, valued at $2,581 and credited to stock purchase warrants. ● On September 21, 2017, the Company issued 10,000 shares of common stock at $0.80 per share for gross proceeds of $8,000 pursuant to the exercise of warrants during the year ended August 31, 2017. $2,049 of the gross proceeds received that was allocated to these warrants has been deducted from additional paid-in capital. At August 31, 2017, the gross proceeds received of $838,674 were reported as stock subscribed. During the year ended August 31, 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: o 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. $41,314 was allocated to common stock and $28,686 was allocated to additional paid-in capital. o 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. $86,027 was allocated to common stock and $60,689 was allocated to stock purchase warrants. ● 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. $286,950 was allocated to common stock and $237,280 was allocated to stock purchase warrants. 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 and credited to stock purchase warrants. Stock Subscribed During the three months ended November 30, 2017, there were no stock subscriptions received. During the year ended August 31, 2017, $838,674 ($8,000 and US$630,000) in stock subscriptions was received pursuant to individual private placements. These subscriptions were for a total of: ● 10,000 shares of common stock of the Company at a price of $0.80 per share pursuant to the exercise of stock purchase warrants. ● 630,000 units of the Company at a price of US$1.00 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$1.40 per share for a period of 24 months from the closing date of the financing. Stock Purchase Warrants The continuity of Canadian dollar denominated stock purchase warrants for the three months ended November 30, 2017 is as follows: Expiry Date Price August 31, 2017 Issued Exercised* November 30, 2017 October 31, 2018 $ 0.80 130,000 — — 130,000 *Common stock related to 10,000 Canadian dollar warrants exercised during the year ended August 31, 2017 was issued on September 21, 2017 and $8,000 received from the exercise is included in stock subscribed at August 31, 2017. At November 30, 2017, the weighted-average remaining contractual life of Canadian dollar warrants outstanding was 0.92 years (August 31, 2017 - 1.17). The continuity of US dollar denominated stock purchase warrants for the three months ended November 30, 2017 is as follows: Expiry Date Price August 31, 2017 Issued Exercised November 30, 2017 September 30, 2018 – Finder US$ 1.40 15,000 — — 15,000 October 31, 2018 US$ 0.80 220,770 — — 220,770 November 2, 2018 US$ 1.40 400,000 — — 400,000 July 17,2019 – Finder US$ 1.40 — 5,000 — 5,000 September 7, 2019 US$ 1.40 — 630,000 — 630,000 635,770 635,000 — 1,270,770 At November 30, 2017, the weighted-average remaining contractual life of US dollar warrants outstanding was 1.34 years (August 31, 2017 - 1.17 years). The Company used the Black-Scholes Option Pricing Model to determine the fair values of unit warrants and finder’s warrants issued pursuant to private placements during the three months ended November 30, 2017 and the year ended August 31, 2017 with the following assumptions: November 30, 2017 August 31, 2017 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.47 % 0.54% - 0.55 % Expected stock price volatility 100.00 % 100.00 % Expected life of warrants 2 years 2 years See Note 4. |
Risks and Uncertainties
Risks and Uncertainties | 3 Months Ended |
Nov. 30, 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; the design, production and marketing of NRFTS; increasing competition; and dependence on its existing management and key personnel. |
Accounting Pronouncements
Accounting Pronouncements | 3 Months Ended |
Nov. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Pronouncements | 18. Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) 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. ● October 2016 – ASU No. 2016-17, “Consolidation (Topic 810)” amends consolidation guidance on how a reporting entity that is the single decision maker of a variable interest entity (“VIE”) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. ● February 2017 – ASU No. 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20)” clarifies the scope of asset derecognition guidance and accounting for the partial sale of non-financial assets, as well as provides guidance for recognizing gains and losses from the transfer of non-financial assets in contracts with non-customers. The amendments in this ASU are effective for reporting periods beginning after December 15, 2017, with early adoption permitted. |
Contingent Liability
Contingent Liability | 3 Months Ended |
Nov. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 14). 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) | 3 Months Ended |
Nov. 30, 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, 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 November 30, 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 by TSI in connection with its acquisition less accumulated amortization and impairment writedowns. The US Patent was issued on September 29, 2009 and is effective until September 29, 2026. The Australian, Canadian and Chinese Patents are recorded at the application costs incurred less accumulated amortization and impairment writedowns. 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. The Chinese Patent was issued on December 28, 2016 and is effective until February 1, 2033. 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, Canadian and Chinese Patents are 17, 13, 11 and 16 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). All costs related to the development of the licensed technology are expensed as incurred. The technology licensed by Notox is a platform that provides the Company access to four large market segments or verticals (derma, pain, body and headache) that include the fields of aesthetics, drug-free pain management, body contouring and perspiration control. Based on management’s experience, it takes approximately two years to fully develop each vertical, with each vertical being developed in sequence. Accordingly, management’s best estimate of the amortization period for the License Agreement is eight years. 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 were being amortized on a straight-line basis over the period of their useful lives. The License Agreement is being amortized over eight years based on management’s best estimate of the time required to develop the four verticals as explained above. 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 two operating leases. |
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. |
Stock Purchase Warrants | Stock Purchase Warrants When the Company undertakes a private placement, it may issue units comprised of common stock of the Company and warrants to acquire common stock of the Company. Warrants with a strike price denominated in the Company’s functional currency (the Canadian dollar) are considered to be indexed to the Company’s stock and are classified as equity. Warrants with a strike price denominated in a currency other than the Company’s functional currency are considered not to be indexed to the Company’s stock and are classified as a liability. Warrants classified as equity are initially measured at fair value. Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. Warrants classified as a liability are initially measured at fair value with changes in fair value recorded in profit or loss in each reporting period. |
Sales | Sales The Company has Home Mist Tanning units and related supplies available for sale, primarily online via its website. The Company recognizes revenue when the units and supplies have been shipped to the customer, the amount to be paid by the customer is fixed or determinable and collectability is reasonably assured. Revenue is recorded net of applicable sales taxes. |
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 and license agreement amortization, production consulting fees, equipment depreciation, design and production costs and 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, license assignment fee payable and stock subscribed 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) | 3 Months Ended |
Nov. 30, 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) | 3 Months Ended |
Nov. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Fair Value and Carrying Value of License Agreement | The fair value and gross 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 19,519 Assignment fee (US$1,000,000) 1,347,000 Gross carrying value of License Agreement $ 1,499,731 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Nov. 30, 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 Three Months Ended November 30, 2017 2016 Net loss per share: Net loss $ (217,090 ) $ (255,134 ) Weighted-average shares outstanding: Common stock 57,532,843 56,892,843 Number of shares used in per share computations 57,482,074 56,374,085 Loss per share $ (0.00 ) $ (0.00 ) |
Equipment, Net (Tables)
Equipment, Net (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment Net | Equipment, at cost, consisted of: November 30, 2017 August 31, 2017 Mould equipment $ 155,300 $ 155,300 Website 28,875 28,875 Equipment at cost 184,175 184,175 Accumulated depreciation (151,688 ) (149,978 ) Equipment, net $ 32,487 $ 34,197 |
Patents, Net (Tables)
Patents, Net (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Patents | The following tables provide information regarding the patents: November 30, 2017 Gross carrying amount Accumulated amortization Writedowns Net carrying amount United States Patent $ 6,342,279 $ 2,984,602 $ 3,357,676 $ 1 Australian Patent 4,976 1,145 3,830 1 Canadian Patent 17,406 2,024 15,381 1 Chinese Patent 5,806 1,330 4,475 1 Patents abandoned 6,793 — 6,793 — $ 6,377,260 $ 2,989,101 $ 3,388,155 $ 4 August 31, 2017 Gross carrying amount Accumulated amortization Writedowns Net carrying amount United States Patent $ 6,342,279 $ 2,984,602 $ 3,357,676 $ 1 Australian Patent 4,976 1,145 3,830 1 Canadian Patent 17,406 2,024 15,381 1 Chinese Patent 5,806 1,330 4,475 1 Patents abandoned 6,793 — 6,793 — $ 6,377,260 $ 2,989,101 $ 3,388,155 $ 4 |
License Agreement, Net (Tables)
License Agreement, Net (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of License Agreement | November 30, 2017 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 234,333 $ 1,265,398 August 31, 2017 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 187,466 $ 1,312,265 |
Schedule of Amortization Expense On Intangible Assets | As of November 30, 2017, amortization expense on the License Agreement for the next seven years was expected to be as follows: Amount Year ending: 2018 $ 140,599 2019 187,466 2020 187,466 2021 187,466 2022 187,466 Thereafter 374,935 Total $ 1,265,398 |
Accounts Payable and Accrued 34
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of: November 30, 2017 August 31, 2017 Trade payables $ 1,081,848 $ 929,855 Vendor accruals 151,587 145,746 Accounts payable and accrued liabilities $ 1,233,435 $ 1,075,601 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Equity [Abstract] | |
Schedule of Stock Purchase Warrants | The continuity of Canadian dollar denominated stock purchase warrants for the three months ended November 30, 2017 is as follows: Expiry Date Price August 31, 2017 Issued Exercised* November 30, 2017 October 31, 2018 $ 0.80 130,000 — — 130,000 *Common stock related to 10,000 Canadian dollar warrants exercised during the year ended August 31, 2017 was issued on September 21, 2017 and $8,000 received from the exercise is included in stock subscribed at August 31, 2017. The continuity of US dollar denominated stock purchase warrants for the three months ended November 30, 2017 is as follows: Expiry Date Price August 31, 2017 Issued Exercised November 30, 2017 September 30, 2018 – Finder US$ 1.40 15,000 — — 15,000 October 31, 2018 US$ 0.80 220,770 — — 220,770 November 2, 2018 US$ 1.40 400,000 — — 400,000 July 17,2019 – Finder US$ 1.40 — 5,000 — 5,000 September 7, 2019 US$ 1.40 — 630,000 — 630,000 635,770 635,000 — 1,270,770 |
Schedule of Stock Options Valuation Assumptions | November 30, 2017 August 31, 2017 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.47 % 0.54% - 0.55 % Expected stock price volatility 100.00 % 100.00 % Expected life of warrants 2 years 2 years |
Company Overview and Basis of36
Company Overview and Basis of Presentation (Details Narrative) - CAD | 3 Months Ended | ||||||||||
Nov. 30, 2017 | Aug. 31, 2017 | Dec. 28, 2016 | Nov. 23, 2016 | Aug. 31, 2016 | Jun. 21, 2016 | Jun. 13, 2016 | May 31, 2016 | Aug. 31, 2015 | Oct. 16, 2014 | Mar. 11, 2013 | |
Subscription received amount used for patent | CAD 6,377,260 | CAD 6,377,260 | |||||||||
Carrying value of patent, net | 4 | ||||||||||
Deficit | 11,189,751 | 10,972,661 | |||||||||
Working capital deficiency | 2,807,700 | 3,134,766 | |||||||||
Stockholders' equity | (1,713,130) | (1,986,065) | CAD 3,016,652 | CAD 3,603,659 | |||||||
Annual operating expenses | 100,000 | ||||||||||
Accounts payable and accrued liabilities | 1,233,435 | 1,075,601 | |||||||||
Advances from related parties/shareholders | 418,780 | 415,960 | |||||||||
License assignment fee payable | 702,396 | 683,212 | |||||||||
Repayments to officers and shareholders | 46,000 | ||||||||||
Remaining balance | 467,000 | ||||||||||
Payable to organizations | 120,000 | ||||||||||
Extent remaining payment balance cannot be deferred | 301,000 | ||||||||||
Related Parties and Major Shareholders [Member] | |||||||||||
Cash liabilities | 2,354,000 | 2,175,000 | |||||||||
Accounts payable and accrued liabilities | 1,887,000 | ||||||||||
Accrued liabilities | 926,000 | ||||||||||
Advances from related parties/shareholders | 259,000 | ||||||||||
License assignment fee payable | 702,000 | ||||||||||
United States Patent [Member] | |||||||||||
Subscription received amount used for patent | 6,342,279 | 6,342,279 | CAD 6,342,279 | ||||||||
Chinese Patent [Member] | |||||||||||
Subscription received amount used for patent | CAD 5,806 | CAD 5,806 | |||||||||
Notox Bioscience Inc [Member] | |||||||||||
Purpose of acquiring right percentage | 100.00% | 100.00% | |||||||||
License assignment fee payable | CAD 1,000,000 | ||||||||||
Tropic Spa Inc [Member] | Australian Patent [Member] | |||||||||||
Application costs | CAD 4,976 | ||||||||||
Tropic Spa Inc [Member] | Canadian Patent [Member] | |||||||||||
Application costs | CAD 17,406 | ||||||||||
Tropic Spa Inc [Member] | Chinese Patent [Member] | |||||||||||
Application costs | CAD 5,806 |
Reverse Takeover (Details Narra
Reverse Takeover (Details Narrative) - CAD | Aug. 24, 2016 | Jun. 28, 2013 | Jun. 28, 2013 | Aug. 31, 2017 | Aug. 31, 2016 | |
Common shares acquired | 39,015,439 | |||||
Common Stock [Member] | ||||||
Common shares acquired | [1] | 50,000,000 | ||||
Tropic Spa Inc [Member] | ||||||
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% | 87.00% | ||||
Tropic Spa Inc [Member] | Minimum [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 | |||
Percentage of shares exchange for preferred stock of holding company | 78.00% | 78.00% | ||||
Subco [Member] | Preferred Stock [Member] | ||||||
Number of preferred stock for exchange | 10,836,312 | 39,015,439 | 148,250 | |||
[1] | The above presentation reflects a 1:2 reverse split of the Company's common stock on August 25, 2016. See Note 16. |
Reverse Takeover - Schedule of
Reverse Takeover - Schedule of Fair Values of Assets Acquired and Liabilities Assumed (Details) | Nov. 30, 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 | Nov. 30, 2017CAD | Nov. 30, 2017USD ($) | Aug. 31, 2017CAD | Aug. 31, 2017USD ($) | Nov. 23, 2016CAD | May 31, 2016 |
License assignment fee payable | CAD 702,396 | CAD 683,212 | |||||
Accrued and unreimbursed patenting costs | CAD 203,319 | CAD 197,765 | |||||
USD [Member] | |||||||
Accrued and unreimbursed patenting costs | $ | $ 157,758 | $ 157,758 | |||||
Notox Bioscience Inc [Member] | |||||||
Purpose of acquiring right percentage | 100.00% | 100.00% | |||||
Issuance of common stock shares for exchange | shares | 50,000,000 | ||||||
License assignment fee payable | CAD 1,000,000 | ||||||
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% |
Asset Acquisition and License40
Asset Acquisition and License Agreement - Schedule of Fair Value and Carrying Value of License Agreement (Details) - License Agreement [Member] | Nov. 30, 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 (US$1,000,000) | 1,347,000 |
Gross carrying value of License Agreement | CAD 1,499,731 |
Asset Acquisition and License41
Asset Acquisition and License Agreement - Schedule of Fair Value and Carrying Value of License Agreement (Details) (Parenthetical) | Nov. 07, 2017shares | Nov. 02, 2017shares | Nov. 30, 2017CADshares | Nov. 30, 2017USD ($)$ / shares | Aug. 31, 2017CAD |
Number of shares exchanged | 5,000 | 15,000 | |||
License assignment fee payable | CAD | CAD 702,396 | CAD 683,212 | |||
License Agreement [Member] | |||||
Number of shares exchanged | 50,000,000 | ||||
License Agreement [Member] | USD [Member] | |||||
Exchanged share, per share value | $ / shares | $ 0.002 | ||||
License assignment fee payable | $ | $ 1,000,000 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies (Details Narrative) | Dec. 28, 2016 | Jun. 21, 2016 | Oct. 16, 2014 | Sep. 29, 2009 | Nov. 30, 2017 |
Mould equipment, depreciation percentage | 20.00% | ||||
Website, useful life | 5 years | ||||
Warranty period | 1 year | ||||
United States 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 | ||||
Chinese Patent [Member] | |||||
Patent expiration date | Feb. 1, 2033 | ||||
Estimate of useful life of patent | 16 years |
Loss Per Share - Schedule of Co
Loss Per Share - Schedule of Computation of Loss Per Share (Details) - CAD | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Aug. 31, 2017 | Aug. 31, 2016 | |
Earnings Per Share [Abstract] | ||||
Net loss | CAD (217,090) | CAD (255,134) | CAD (5,071,687) | CAD (1,030,293) |
Common stock | 57,532,843 | 56,892,843 | ||
Number of shares used in per share computations | 57,482,074 | 56,374,085 | ||
Loss per share | CAD 0 | CAD 0 |
Design and Production - NRFTS (
Design and Production - NRFTS (Details Narrative) | Feb. 20, 2017USD ($) | Nov. 30, 2017CAD | Nov. 30, 2017USD ($) | Aug. 31, 2017CAD | Aug. 31, 2017USD ($) |
Initiation Milesstone Stage [Member] | |||||
Payment on design and production | CAD | CAD 71,657 | CAD 73,453 | |||
Second Milesstone Stage [Member] | |||||
Payment on design and production | CAD | CAD 69,700 | ||||
USD [Member] | Initiation Milesstone Stage [Member] | |||||
Payment on design and production | $ 55,600 | $ 55,600 | |||
RBC Medical Innovations [Member] | USD [Member] | |||||
Project estimated cost | $ 1,748,000 | ||||
RBC Medical Innovations [Member] | USD [Member] | Initiation Stage [Member] | |||||
Payment on design and production | 55,600 | ||||
RBC Medical Innovations [Member] | USD [Member] | Product Requirements and Documentation [Member] | |||||
Payment on design and production | 55,600 | ||||
RBC Medical Innovations [Member] | USD [Member] | Deliverables and Completion [Member] | |||||
Payment on design and production | $ 55,800 | ||||
RBC Medical Innovations [Member] | USD [Member] | Initiation Milesstone Stage [Member] | |||||
Payment on design and production | $ 55,600 |
Equipment, Net (Details Narrati
Equipment, Net (Details Narrative) - CAD | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | CAD 1,710 | CAD 2,137 |
Equipment, Net - Schedule of Eq
Equipment, Net - Schedule of Equipment Net (Details) - CAD | Nov. 30, 2017 | Aug. 31, 2017 |
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 | (151,688) | (149,978) |
Equipment, net | CAD 32,487 | CAD 34,197 |
Patents, Net (Details Narrative
Patents, Net (Details Narrative) - CAD | Nov. 30, 2017 | Aug. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents, nominal amount | CAD 4 | CAD 4 |
Inventory, nominal amount | CAD 1 | CAD 1 |
Patents, Net - Schedule of Pate
Patents, Net - Schedule of Patents (Details) - CAD | Nov. 30, 2017 | Aug. 31, 2017 | Mar. 11, 2013 |
Patent, Gross carrying amount | CAD 6,377,260 | CAD 6,377,260 | |
Patent, Accumulated amortization | 2,989,101 | 2,989,101 | |
Patent, Write-downs | 3,388,155 | 3,388,155 | |
Patent, Net carrying amount | 4 | 4 | |
United States Patent [Member] | |||
Patent, Gross carrying amount | 6,342,279 | 6,342,279 | CAD 6,342,279 |
Patent, Accumulated amortization | 2,984,602 | 2,984,602 | |
Patent, Write-downs | 3,357,676 | 3,357,676 | |
Patent, Net carrying amount | 1 | 1 | |
Australian Patent [Member] | |||
Patent, Gross carrying amount | 4,976 | 4,976 | |
Patent, Accumulated amortization | 1,145 | 1,145 | |
Patent, Write-downs | 3,830 | 3,830 | |
Patent, Net carrying amount | 1 | 1 | |
Canadian Patent [Member] | |||
Patent, Gross carrying amount | 17,406 | 17,406 | |
Patent, Accumulated amortization | 2,024 | 2,024 | |
Patent, Write-downs | 15,381 | 15,381 | |
Patent, Net carrying amount | 1 | 1 | |
Chinese Patent [Member] | |||
Patent, Gross carrying amount | 5,806 | 5,806 | |
Patent, Accumulated amortization | 1,330 | 1,330 | |
Patent, Write-downs | 4,475 | 4,475 | |
Patent, Net carrying amount | 1 | 1 | |
Patents Abandoned [Member] | |||
Patent, Gross carrying amount | 6,793 | 6,793 | |
Patent, Accumulated amortization | |||
Patent, Write-downs | 6,793 | 6,793 | |
Patent, Net carrying amount |
License Agreement, Net - Schedu
License Agreement, Net - Schedule of License Agreement (Details) - CAD | Nov. 30, 2017 | Aug. 31, 2017 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
License Agreement, Gross carrying amount | CAD 1,499,731 | CAD 1,499,731 |
License Agreement, Accumulated amortization | 234,333 | 187,466 |
License Agreement, Net carrying amount | CAD 1,265,398 | CAD 1,312,265 |
License Agreement, Net - Sche50
License Agreement, Net - Schedule of Amortization Expense On Intangible Assets (Details) - CAD | Nov. 30, 2017 | Aug. 31, 2017 |
Total | CAD 4 | |
License Agreement [Member] | ||
2,018 | CAD 140,599 | |
2,019 | 187,466 | |
2,020 | 187,466 | |
2,021 | 187,466 | |
2,022 | 187,466 | |
Thereafter | 374,935 | |
Total | CAD 1,265,398 |
Accounts Payable and Accrued 51
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - CAD | Nov. 30, 2017 | Aug. 31, 2017 |
Payables and Accruals [Abstract] | ||
Trade payables | CAD 1,081,848 | CAD 929,855 |
Vendor accruals | 151,587 | 145,746 |
Accounts payable and accrued liabilities | CAD 1,233,435 | CAD 1,075,601 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||||||||
Nov. 30, 2017CAD | Nov. 30, 2017USD ($) | Nov. 30, 2016CAD | Nov. 30, 2016USD ($) | Aug. 31, 2017CAD | Aug. 31, 2017USD ($) | Aug. 31, 2016CAD | Aug. 31, 2016USD ($) | Nov. 30, 2017USD ($) | Aug. 31, 2017USD ($) | Nov. 30, 2016USD ($) | Aug. 31, 2016USD ($) | |
Unsecured bear interest rate | 3.00% | 3.00% | ||||||||||
Due on demand | CAD 219,500 | |||||||||||
Debt outstanding | 12,500 | |||||||||||
Consulting fees | 16,396 | CAD 10,930 | ||||||||||
President [Member] | ||||||||||||
Advances payable to related parties | 232,000 | 232,000 | CAD 232,000 | CAD 257,500 | ||||||||
Interest payable to related parties | 27,313 | 20,353 | 25,578 | 18,578 | ||||||||
Reimbursable expenses | 6,176 | 7,004 | 5,329 | 10,477 | ||||||||
Consulting fees | 181,070 | 181,070 | 181,070 | 181,070 | ||||||||
Due to related party | 314,812 | 247,933 | 271,984 | 215,224 | ||||||||
Advanced from related party | 5,000 | |||||||||||
Interest expense | 1,735 | 1,775 | 7,000 | 7,696 | ||||||||
Consulting fees paid | 39,230 | 41,456 | ||||||||||
President [Member] | USD [Member] | ||||||||||||
Consulting fees | $ | $ 103,772 | $ 19,790 | $ 72,522 | $ 26,040 | ||||||||
Consulting fees paid | $ | 31,250 | 31,250 | ||||||||||
Chief Executive Officer [Member] | ||||||||||||
Due to related party | 121,598 | 54,210 | 79,102 | 34,154 | ||||||||
Consulting fees paid | 39,230 | 41,456 | ||||||||||
Chief Executive Officer [Member] | USD [Member] | ||||||||||||
Due to related party | $ | $ 94,350 | $ 63,100 | $ 40,368 | $ 26,040 | ||||||||
Consulting fees paid | $ | 31,250 | 31,250 | ||||||||||
Major Shareholder [Member] | ||||||||||||
Advances payable to related parties | 12,500 | 12,500 | ||||||||||
Interest payable to related parties | 761 | 761 | 761 | 761 | ||||||||
Reimbursable expenses | 259 | |||||||||||
Consulting fees | 181,070 | 181,070 | 181,070 | 181,070 | ||||||||
Due to related party | 301,924 | 234,504 | 259,448 | 215,224 | ||||||||
Consulting fees paid | 39,230 | 41,456 | ||||||||||
Major Shareholder [Member] | USD [Member] | ||||||||||||
Consulting fees | $ | 93,772 | 39,790 | $ 62,522 | $ 26,040 | ||||||||
Consulting fees paid | $ | $ 31,250 | $ 31,250 | ||||||||||
Chief Financial Officer [Member] | ||||||||||||
Due to related party | CAD 75,000 | CAD 75,000 | CAD 75,000 | CAD 75,000 |
Advances from Shareholders (Det
Advances from Shareholders (Details Narrative) - CAD | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Aug. 31, 2017 | Aug. 31, 2016 | |
Unsecured bear interest rate | 3.00% | |||
Shareholder [Member] | ||||
Advance from shareholders | ||||
Advances payable | CAD 145,000 | 145,000 | 145,000 | 157,500 |
Unsecured bear interest rate | 3.00% | |||
Interest expense | CAD 1,085 | 1,085 | 4,351 | 4,738 |
Accrued interest payable | CAD 14,467 | CAD 10,116 | CAD 13,382 | CAD 9,031 |
License Assignment Fee Payable
License Assignment Fee Payable (Details Narrative) | Oct. 01, 2016USD ($) | Nov. 30, 2017USD ($) | Nov. 30, 2017CAD | Nov. 30, 2017USD ($) | Aug. 31, 2017CAD | Aug. 31, 2017USD ($) |
License assignment fee payable | CAD | CAD 702,396 | CAD 683,212 | ||||
Zoran K Corporation [Member] | ||||||
License assignment fee payable | CAD | CAD 702,396 | CAD 683,212 | ||||
Zoran K Corporation [Member] | USD [Member] | ||||||
License assignment fee payable | $ 545,000 | $ 545,000 | ||||
Debt periodic payment | $ 50,000 | |||||
Gross proceeds from sale of stock | $ 1,000,000 | |||||
Share Exchange Agreement [Member] | Zoran K Corporation [Member] | USD [Member] | ||||||
License assignment fee payable | $ 1,000,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) | Jun. 13, 2016CAD / shares | Jun. 13, 2016USD ($)shares | Nov. 30, 2017CAD | Nov. 30, 2016CAD | Aug. 31, 2017CAD | Aug. 24, 2016shares |
Premises lease rental | CAD 5,700 | CAD 3,300 | ||||
Second Premises Lease [Member] | ||||||
Premises lease rental | CAD 21,000 | |||||
August 1, 2017 to January 31, 2018 [Member] | ||||||
Premises lease rental | 4,200 | |||||
Lease monthly rental value | 700 | |||||
Consultant [Member] | ||||||
Share issued during period | shares | 1,000,000 | |||||
Consultant [Member] | USD [Member] | ||||||
Share issued during period, value | $ | $ 250,000 | |||||
MCM Agreement [Member] | ||||||
Accrued remuneration | 80,770 | 80,770 | ||||
ZKC Agreement [Member] | ||||||
Accrued remuneration | ||||||
Consulting Agreement [Member] | Consultant [Member] | ||||||
Consulting agreement period | 10 years | |||||
Earnings 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 | |||||
Subco [Member] | ||||||
Preferred stock shares issued | shares | 750,000 | |||||
Edgewater Consulting Corp [Member] | ||||||
Accrued remuneration | CAD 75,000 | CAD 75,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Nov. 07, 2017CADshares | Nov. 02, 2017CADshares | Sep. 21, 2017CADCAD / sharesshares | Sep. 07, 2017CADshares | Sep. 07, 2017USD ($)shares | Nov. 02, 2016CADshares | Nov. 02, 2016USD ($)shares | Oct. 31, 2016CADCAD / sharesshares | Oct. 31, 2016USD ($)shares | Aug. 25, 2016 | Jun. 28, 2013shares | Nov. 30, 2017CADshares | Nov. 30, 2017USD ($)$ / sharesshares | Nov. 30, 2016CAD | Aug. 31, 2017CADCAD / sharesshares | Aug. 31, 2016shares | Sep. 07, 2017$ / shares | Aug. 31, 2017$ / sharesshares | Nov. 02, 2016$ / shares | Oct. 31, 2016$ / shares | |
Common stock, shares authorized | shares | 500,000,000 | 500,000,000 | 300,000,000 | 500,000,000 | |||||||||||||||||
Reverse stock split | 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. | ||||||||||||||||||||
Common stock, shares issued | shares | 57,532,843 | 56,892,843 | 56,132,073 | 56,892,843 | |||||||||||||||||
Common stock, shares outstanding | shares | 56,892,843 | 56,892,843 | 56,132,073 | 56,892,843 | |||||||||||||||||
Common stock shares issued during period | shares | 5,000 | 15,000 | |||||||||||||||||||
Common shares acquired | shares | 39,015,439 | ||||||||||||||||||||
Purchase warrant, value | CAD 2,581 | CAD 8,742 | |||||||||||||||||||
Proceeds from exercise of warrants | CAD 8,000 | ||||||||||||||||||||
Subscriptions were received | CAD 395,580 | ||||||||||||||||||||
Canadian Financing [Member] | |||||||||||||||||||||
Common stock shares issued during period | shares | 140,000 | 140,000 | |||||||||||||||||||
Shares issued price per share | CAD / shares | CAD 0.50 | ||||||||||||||||||||
Proceeds from issuance of common stock | CAD 70,000 | ||||||||||||||||||||
Warrants exercise price per share | CAD / shares | CAD 0.80 | ||||||||||||||||||||
Common stock allocated value | CAD 41,314 | ||||||||||||||||||||
Share purchase warrants allocated value | CAD 28,686 | ||||||||||||||||||||
Warrant to purchase, shares | shares | 1 | ||||||||||||||||||||
US Financing [Member] | |||||||||||||||||||||
Common stock shares issued during period | shares | 400,000 | 400,000 | 220,770 | 220,770 | 15,000 | ||||||||||||||||
Proceeds from issuance of common stock | CAD 524,230 | CAD 146,716 | |||||||||||||||||||
Common stock allocated value | 286,950 | 86,027 | |||||||||||||||||||
Share purchase warrants allocated value | 237,280 | CAD 60,689 | |||||||||||||||||||
Finder's fees | CAD 19,899 | ||||||||||||||||||||
Purchase warrant, value | CAD 8,742 | ||||||||||||||||||||
Warrant to purchase, shares | shares | 1 | 1 | |||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Common stock shares issued during period | shares | 10,000 | 630,000 | 630,000 | 5,000 | 5,000 | ||||||||||||||||
Common shares acquired | shares | [1] | 50,000,000 | |||||||||||||||||||
Shares issued price per share | CAD / shares | CAD 0.80 | ||||||||||||||||||||
Proceeds from issuance of common stock | CAD 8,000 | CAD 830,674 | |||||||||||||||||||
Common stock allocated value | 491,041 | ||||||||||||||||||||
Share purchase warrants allocated value | CAD 339,633 | ||||||||||||||||||||
Finder's fees | CAD 6,435 | ||||||||||||||||||||
Purchase warrant, value | 2,581 | ||||||||||||||||||||
Proceeds from exercise of warrants | CAD 2,049 | ||||||||||||||||||||
Stock Subscriptions [Member] | |||||||||||||||||||||
Shares issued price per share | CAD / shares | CAD 1 | ||||||||||||||||||||
Proceeds from issuance of common stock | CAD 838,674 | ||||||||||||||||||||
Subscriptions were received | CAD 838,674 | ||||||||||||||||||||
Number of units subscriptions during the period | shares | 630,000 | ||||||||||||||||||||
Common stock subscriptions period | 24 months | ||||||||||||||||||||
Stock Subscriptions [Member] | Private Placement [Member] | |||||||||||||||||||||
Subscriptions were received | CAD 8,000 | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Common stock shares issued during period | shares | 10,000 | ||||||||||||||||||||
Shares issued price per share | CAD / shares | CAD 0.80 | ||||||||||||||||||||
Warrants outstanding of weighted-average remaining contractual life | 11 months 1 day | 11 months 1 day | |||||||||||||||||||
USD [Member] | |||||||||||||||||||||
Common stock, par share value | $ / shares | $ 0.001 | ||||||||||||||||||||
Warrant to purchase, shares | shares | 635,000 | ||||||||||||||||||||
USD [Member] | US Financing [Member] | |||||||||||||||||||||
Shares issued price per share | $ / shares | $ 1.40 | $ 1 | $ 0.50 | ||||||||||||||||||
Proceeds from issuance of common stock | $ | $ 400,000 | $ 110,385 | |||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 1.40 | $ 0.80 | |||||||||||||||||||
USD [Member] | Common Stock [Member] | |||||||||||||||||||||
Shares issued price per share | $ / shares | $ 1 | ||||||||||||||||||||
Proceeds from issuance of common stock | $ | $ 630,000 | ||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 1.40 | $ 1.40 | |||||||||||||||||||
Finder's fees | $ | $ 5,000 | ||||||||||||||||||||
USD [Member] | Stock Subscriptions [Member] | |||||||||||||||||||||
Common stock exercisable price per share | $ / shares | $ 1.40 | ||||||||||||||||||||
USD [Member] | Stock Subscriptions [Member] | Private Placement [Member] | |||||||||||||||||||||
Subscriptions were received | CAD 630,000 | ||||||||||||||||||||
USD [Member] | Warrant [Member] | |||||||||||||||||||||
Warrants outstanding of weighted-average remaining contractual life | 11 months 1 day | 11 months 1 day | |||||||||||||||||||
[1] | The above presentation reflects a 1:2 reverse split of the Company's common stock on August 25, 2016. See Note 16. |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock Purchase Warrants (Details) | 3 Months Ended | ||||
Nov. 30, 2017CAD / sharesshares | Nov. 30, 2017$ / sharesshares | Aug. 31, 2017$ / sharesshares | Aug. 31, 2016shares | ||
USD [Member] | |||||
Stock Purchase Warrants Issued, Shares | 635,000 | 635,000 | |||
Stock Purchase Warrants Outstanding, Shares | 1,270,770 | 1,270,770 | 635,700 | ||
October 31, 2018 [Member] | |||||
Stock Purchase Warrants Price Per Share | $ / shares | $ 0.80 | ||||
Stock Purchase Warrants Issued, Shares | |||||
Exercised | [1] | ||||
Stock Purchase Warrants Outstanding, Shares | 130,000 | 130,000 | 130,000 | ||
October 31, 2018 [Member] | USD [Member] | |||||
Stock Purchase Warrants Price Per Share | CAD / shares | CAD 0.80 | ||||
Stock Purchase Warrants Issued, Shares | |||||
Exercised | |||||
Stock Purchase Warrants Outstanding, Shares | 220,770 | 220,770 | 220,700 | ||
September 30, 2018 - Finder [Member] | |||||
Exercised | |||||
September 30, 2018 - Finder [Member] | USD [Member] | |||||
Stock Purchase Warrants Price Per Share | $ / shares | $ 1.40 | ||||
Stock Purchase Warrants Issued, Shares | |||||
Stock Purchase Warrants Outstanding, Shares | 15,000 | 15,000 | 15,000 | ||
November 2, 2018 [Member] | USD [Member] | |||||
Stock Purchase Warrants Price Per Share | $ / shares | $ 1.40 | ||||
Stock Purchase Warrants Issued, Shares | |||||
Exercised | |||||
Stock Purchase Warrants Outstanding, Shares | 400,000 | ||||
July 17,2019 Finder [Member] | USD [Member] | |||||
Stock Purchase Warrants Price Per Share | $ / shares | $ 1.40 | ||||
Stock Purchase Warrants Issued, Shares | 5,000 | 5,000 | |||
Exercised | |||||
Stock Purchase Warrants Outstanding, Shares | 5,000 | 5,000 | |||
September 7, 2019 | USD [Member] | |||||
Stock Purchase Warrants Price Per Share | $ / shares | $ 1.40 | ||||
Stock Purchase Warrants Issued, Shares | 630,000 | 630,000 | |||
Exercised | |||||
Stock Purchase Warrants Outstanding, Shares | 630,000 | 630,000 | |||
[1] | Common stock related to 10,000 Canadian dollar warrants exercised during the year ended August 31, 2017 was issued on September 21, 2017 and $8,000 received from the exercise is included in stock subscribed at August 31, 2017. |
Stockholders' Equity - Schedu58
Stockholders' Equity - Schedule of Stock Purchase Warrants (Details) (Parenthetical) | 12 Months Ended |
Aug. 31, 2017CADshares | |
Equity [Abstract] | |
Number of warrants exercised | shares | 10,000 |
Proceeds from warrants exercised | CAD | CAD 8,000 |
Stockholders' Equity - Schedu59
Stockholders' Equity - Schedule of Stock Options Valuation Assumptions (Details) - Warrant [Member] | 3 Months Ended | 12 Months Ended |
Nov. 30, 2017 | Aug. 31, 2017 | |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 1.47% | |
Expected stock price volatility | 100.00% | 100.00% |
Expected life of warrants | 2 years | 2 years |
Minimum [Member] | ||
Risk-free interest rate | 0.54% | |
Maximum [Member] | ||
Risk-free interest rate | 0.55% |
Contingent Liability (Details N
Contingent Liability (Details Narrative) - shares | Aug. 24, 2016 | Jun. 28, 2013 | Jun. 28, 2013 | Aug. 31, 2017 | Aug. 31, 2016 | |
Common shares acquired | 39,015,439 | |||||
Common Stock [Member] | ||||||
Common shares acquired | [1] | 50,000,000 | ||||
Tropic Spa Inc [Member] | Common Stock [Member] | ||||||
Common shares acquired | 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 a 1:2 reverse split of the Company's common stock on August 25, 2016. See Note 16. |