Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Nov. 30, 2018 | Jan. 18, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | NOTOX TECHNOLOGIES CORP. | |
Entity Central Index Key | 844,538 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 30, 2018 | |
Current Fiscal Year End Date | --08-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 57,545,343 | |
Trading Symbol | NTOX | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) | Nov. 30, 2018CAD ($) | Aug. 31, 2018CAD ($) |
Current assets: | ||
Cash | $ 492 | $ 5,664 |
Amounts receivable | 76,260 | 72,301 |
Prepaid expenses | 19,700 | 24,048 |
Total current assets | 96,452 | 102,013 |
Patents, net (Note 8) | 4 | 4 |
License agreement, net (Notes 3 and 9) | 1,077,932 | 1,124,799 |
Total assets | 1,174,388 | 1,226,816 |
Current liabilities: | ||
Accounts payable and accrued liabilities (Notes 10 and 11) | 1,691,837 | 1,582,691 |
Advances from related parties/shareholders (Notes 11 and 12) | 507,989 | 477,509 |
License assignment fee and accrued interest payable (Notes 3 and 13) | 952,666 | 882,257 |
Stock purchase warrants (Notes 4 and 15) | 201,952 | 353,517 |
Stock subscribed (Note 15) | 10,000 | |
Total current liabilities | 3,354,444 | 3,305,974 |
Due to the Clinic (Note 3) | 239,941 | 227,707 |
Total liabilities | 3,594,385 | 3,533,681 |
Stockholders' deficiency (Note 15): | ||
Common stock | 1,030,817 | 1,018,256 |
Additional paid-in capital | 8,455,804 | 8,458,365 |
Deficit | (11,906,618) | (11,783,486) |
Total stockholders' deficiency | (2,419,997) | (2,306,865) |
Total liabilities and stockholders' deficiency | $ 1,174,388 | $ 1,226,816 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - CAD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Revenue: | ||
Sales | ||
Production costs: | ||
Amortization - license agreement (Note 9) | 46,867 | 46,867 |
Consulting fees - production | 570 | |
Depreciation (Note 7) | 1,710 | |
Patenting costs - the Clinic (Note 3) | 7,813 | |
Total production costs | 54,680 | 49,147 |
Gross loss | (54,680) | (49,147) |
General and administration: | ||
Consulting fees - management (Note 11) | 81,764 | 117,690 |
Interest on advances from related parties/shareholders (Notes 11 and 12) | 2,820 | 2,820 |
Interest on license assignment fee payable (Note 13) | 52,900 | |
Loss on foreign exchange | 37,758 | 36,547 |
Marketing | 247 | |
Office and miscellaneous | 364 | 2,480 |
Professional fees | 20,480 | 16,396 |
Rent | 5,250 | 5,700 |
Travel and entertainment | 1,134 | 1,245 |
Trust and filing fees | 8,794 | 6,139 |
Total general and administration | 211,264 | 189,264 |
Loss before other items and income taxes | (265,944) | (238,411) |
Other items: | ||
Gain on revaluation of stock purchase warrants | 41,757 | 27,067 |
Gain on expiration of stock purchase warrants | 109,808 | |
Writedown of amounts receivable | (8,753) | (5,746) |
Loss before income taxes | (123,132) | (217,090) |
Income taxes | ||
Net loss and comprehensive loss | $ (123,132) | $ (217,090) |
Net loss per share - basic and diluted (Note 5) | $ 0 | $ 0 |
Weighted-average number of shares outstanding | 57,532,843 | 57,482,074 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - CAD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Cash Flows Used In Operating Activities | ||
Net loss | $ (123,132) | $ (217,090) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization - license agreement | 46,867 | 46,867 |
Depreciation | 1,710 | |
Unrealized foreign exchange on advances from related parties/shareholders | 24 | |
Unrealized foreign exchange on license assignment fee payable | 13,406 | 19,184 |
Unrealized foreign exchange on license assignment fee payable interest payable | 4,103 | |
Unrealized foreign exchange on due to the Clinic | 4,421 | 5,554 |
Writedown of amounts receivable | 8,753 | 5,746 |
Gain on revaluation of stock purchase warrants | (41,757) | (27,067) |
Gain on expiration of stock purchase warrants | (109,808) | |
Changes in assets and liabilities: | ||
Amounts receivable | (12,712) | (19,101) |
Prepaid expenses | 4,348 | 10,983 |
Accounts payable and accrued liabilities | 109,146 | 157,834 |
Due to the Clinic | 7,813 | |
Interest accrued on advances from related parties/shareholders | 2,820 | 2,820 |
Interest accrued on license assignment fee payable | 52,900 | |
Net cash used in operating activities | (32,808) | (12,560) |
Cash Flows Provided By (Used In) Financing Activities | ||
Stock issue costs | (6,435) | |
Advances from related parties/shareholders | 27,636 | |
Net cash provided by (used in) financing activities | 27,636 | (6,435) |
Increase (decrease) in cash during the period | (5,172) | (18,995) |
Cash, beginning of period | 5,664 | 63,144 |
Cash, end of period | $ 492 | $ 44,149 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - CAD ($) | Nov. 27, 2018 | Sep. 07, 2017 | Aug. 31, 2017 |
Stock Subscriptions [Member] | |||
Common stock shares issued during period | 838,674 | ||
Warrant [Member] | |||
Common stock shares issued during period | 5,000 | ||
Purchase warrant, value | $ 2,581 | ||
Common Stock [Member] | |||
Number of stock issued | 12,500 | ||
Stock issued price per share | $ 0.80 | ||
Proceeds from issuance of stock | $ 10,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency (Unaudited) | 3 Months Ended | |||
Nov. 30, 2018CAD ($)shares | Nov. 30, 2018USD ($)shares | Nov. 30, 2017CAD ($)shares | Nov. 30, 2017USD ($)shares | |
Common Stock [Member] | ||||
Balance | $ 1,018,256 | $ 526,182 | ||
Balance, shares | shares | 57,532,843 | 57,532,843 | 56,892,843 | 56,892,843 |
Stock issued for cash | $ 491,041 | |||
Stock issued for cash, shares | shares | 630,000 | 630,000 | ||
Stock issue costs - cash | $ (6,435) | |||
Stock issue costs - finder's warrants | (2,581) | |||
Warrants exercised | $ 12,561 | $ 10,049 | ||
Warrants exercised, shares | shares | 12,500 | 12,500 | 10,000 | 10,000 |
Net loss | ||||
Balance | $ 1,030,817 | $ 1,018,256 | ||
Balance, shares | shares | 57,545,343 | 57,545,343 | 57,532,843 | 57,532,843 |
Additional Paid-in Capital [Member] | ||||
Balance | $ 8,458,365 | $ 8,460,414 | ||
Stock issued for cash | ||||
Stock issue costs - cash | ||||
Stock issue costs - finder's warrants | ||||
Warrants exercised | (2,561) | (2,049) | ||
Net loss | ||||
Balance | 8,455,804 | 8,458,365 | ||
Deficit [Member] | ||||
Balance | (11,783,486) | (10,972,661) | ||
Stock issued for cash | ||||
Stock issue costs - cash | ||||
Stock issue costs - finder's warrants | ||||
Warrants exercised | ||||
Net loss | (123,132) | (217,090) | ||
Balance | (11,906,618) | (11,189,751) | ||
Balance | $ (2,306,865) | (1,986,065) | ||
Stock issued for cash | 491,041 | |||
Stock issue costs - cash | (6,435) | |||
Stock issue costs - finder's warrants | (2,581) | |||
Warrants exercised | $ 10,000 | 8,000 | ||
Net loss | (123,132) | $ (217,090) | ||
Balance | $ (2,419,997) | $ (1,713,130) |
Company Overview and Basis of P
Company Overview and Basis of Presentation | 3 Months Ended |
Nov. 30, 2018 | |
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 Notox Technologies Corp. (formerly Tropic International Inc.) (the “Company”) was incorporated under the laws of the state of Nevada on October 29, 2007 under the name Rockford Minerals Inc . 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 November 19, 2018, the Company again changed its name to Notox Technologies Corp. 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. As reflected in the accompanying consolidated financial statements, the Company has a deficit of $11,906,618 (August 31, 2018 - $11,783,486) since inception, a working capital deficiency of $3,257,992 (August 31, 2018 - $3,203,961) and a stockholders’ deficiency of $2,419,997 (August 31, 2018 - $2,306,865). 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, 2018, the Company’s current cash liabilities total approximately $3,153,000 (August 31, 2018 - $2,942,000). Of this amount, approximately $2,801,000 – accounts payable and accrued liabilities ($1,340,000), advances from related parties/shareholders ($508,000) and license assignment fee and accrued interest payable ($953,000) – 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. To the extent the remaining $352,000 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. The Company’s CEO and President have committed to providing financing if and when necessary to fund the Company’s estimated $100,000 cash operating expenses for the year ended August 31, 2019. |
Reverse Takeover
Reverse Takeover | 3 Months Ended |
Nov. 30, 2018 | |
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 certain restrictions. 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 and fiscal year end 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, and on December 27, 2018, this date was further extended to December 31, 2020. See Note 19. |
Asset Acquisition and License A
Asset Acquisition and License Agreement | 3 Months Ended |
Nov. 30, 2018 | |
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. 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 13. 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, 2018, all accrued and unreimbursed patenting costs totalled US$180,394 ($239,941) (August 31, 2018 - US$174,421 ($227,707)). As a result of the Notox 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 transaction 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 9. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Nov. 30, 2018 | |
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 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, 2018. 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. 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 United States patent “Apparatus for Spray Application of a Sunless Tanning Product” 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. At the time that the patents were issued, the Company did not believe that there were any limits to how long the Home Mist Tanning units could sell in the market place. Accordingly, management had determined that the best estimates of useful lives of the US, Australian, Canadian and Chinese patents were 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 and impairment writedowns. 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. Management was not able to determine with any amount of certainty the number of Home Mist Tanning units that would 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 License Agreement as well as an allocation of expenses. Leases The Company currently rents premises pursuant to an operating lease. Impairment of Long-Lived Assets Long-lived assets, including equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount should be evaluated. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. 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. Production Costs Production costs consist of patent and license agreement amortization, production consulting fees, equipment depreciation, design and production costs, materials and supplies and patenting costs. 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. Fair Value of Financial Instruments Carrying values of cash, accounts payable and accrued liabilities, advances from related parties/shareholders, license assignment fee and accrued interest 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, 2018 | |
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, 2018 2017 Net loss per share: Net loss $ (123,132 ) $ (217,090 ) Weighted-average shares outstanding: Common stock 57,545,343 57,532,843 Number of shares used in per share computations 57,533,255 57,482,074 Loss per share $ (0.00 ) $ (0.00 ) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Nov. 30, 2018 | |
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. |
Equipment, Net
Equipment, Net | 3 Months Ended |
Nov. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Equipment, Net | 7. Equipment, Net Equipment, at cost, consisted of: November 30, 2018 August 31, 2018 Mould equipment $ — $ 155,300 Website — 28,875 Equipment at cost — 184,175 Accumulated depreciation — (155,107 ) Loss on disposal of equipment — (29,068 ) Equipment, net $ — $ — Depreciation was $nil and $1,710 for the three month periods ended November 30, 2018 and 2017, respectively. |
Patents, Net
Patents, Net | 3 Months Ended |
Nov. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents, Net | 8. Patents, Net The following tables provide information regarding the patents: November 30, 2018 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, 2018 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. During 2017, management was in the process of changing its focus in respect of the marketing and sale of tanning units and associated products. Management’s intention was 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. Ultimately, management was 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 had been minimal sales and no comparable products on the market to use as a point of reference, management was not able to determine whether inventory was stated at the lower of cost or market. Accordingly, inventory was written down to a nominal amount of $1 at August 31, 2017. During the year ended August 31, 2018, the Company discontinued its pursuit of the marketing and sale of the tanning units and associated products. Accordingly, inventory was written off at August 31, 2018. |
License Agreement, Net
License Agreement, Net | 3 Months Ended |
Nov. 30, 2018 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
License Agreement, Net | 9. License Agreement, Net November 30, 2018 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 421,799 $ 1,077,932 August 31, 2018 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 374,932 $ 1,124,799 As of November 30, 2018, amortization expense on the License Agreement for the next six years was expected to be as follows: Amount Year ending: 2019 $ 140,599 2020 187,466 2021 187,466 2022 187,466 2023 187,466 2024 187,469 Total $ 1,077,932 The Company has transitioned away from the manufacturing and marketing of Home Mist Tanning units to the designing, developing and marketing of technology for the treatment of neuromuscular defects. The Company is currently in the design and prototype development stages and its objective is the completion of clinical testing trials for the purpose of obtaining Food and Drug Administration (“FDA”) 510(k) approval. Pursuant to the License Agreement, the Company is required to submit regulatory filings by November 30, 2019. During the year ended August 31, 2018, the Company was focused on in-depth market research for the purpose of understanding the global market for its technology, designing its brand and internal and external communications protocol to effectively communicate its vision to strategic partners, clinics and patients. The Company has prepared a five-year proforma projection of the undiscounted future cash flows attributable to the License Agreement, with the first year commencing upon completion of the design and receiving the FDA 510(k) approval. The Company’s CEO and President have committed to providing financing if and when necessary to fund the operating expenses until September 30, 2019. Also see Notes 1, 3 and 4. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Nov. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 10. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of: November 30, 2018 August 31, 2018 Trade payables $ 1,533,909 $ 1,412,277 Vendor accruals 157,928 170,414 Accounts payable and accrued liabilities $ 1,691,837 $ 1,582,691 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Nov. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. Related Party Transactions The following amounts were payable to the Company’s related parties: ● At November 30, 2018, the Company owed $232,000 in advances payable to the President of the Company (2017 - $232,000) and $232,000 at August 31, 2018 (2017 - $232,000). 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 $34,273 at November 30, 2018 (2017 - $27,313) and $32,538 at August 31, 2018 (2017 - $25,578). ● At November 30, 2018, the Company owed $78,660 ($76,000 and US$2,000) (2017 - $nil) in advances payable to the CEO of the Company. At August 31, 2018, the Company owed $51,000 (2017 - $nil). This balance bears no interest and has no repayment terms. ● At November 30, 2018, the Company owed $nil (2017 - $6,176) to the President of the Company for reimbursable expenses incurred on the Company’s behalf. At August 31, 2018, the Company owed $15,737 (2017 - $5,329). ● At November 30, 2018, the Company owed $485,360 ($181,070 and US$228,772) (2017 - $314,812 ($181,070 and US$103,772)) in consulting fees to a company controlled by the President of the Company. At August 31, 2018, the Company owed $438,935 ($181,070 and US$197,522) (2017 - $271,984 ($181,070 and US$72,522)). ● At November 30, 2018 the Company owed $291,757 (US$219,350) (2017 - $121,598 (US$94,350)) in consulting fees to a company controlled by the CEO of the Company. At August 31, 2018, the Company owed $245,564 (US$188,100) (2017 - $79,102 (US$63,100)). ● At November 30, 2018, the Company owed $333,507 ($181,070 and US$114,606) (2017 - $301,924 ($181,070 and US$93,772)) in consulting fees and $nil in reimbursable expenses (2017 - $259) to a company controlled by a major shareholder of the Company. At August 31, 2018, the Company owed $330,688 ($181,070 and US$114,606) (2017 - $259,448 ($181,070 and US$62,522)) in consulting fees and $nil (2017 - $nil) in reimbursable expenses. ● At November 30, 2018, the Company owed $nil (2017 - $nil) in shareholder advances and $nil (2017 - $761) in accrued interest on these advances to the same major shareholder. At August 31, 2018, the Company owed $nil (2017 - $nil) in shareholder advances and $nil (2017 - $761) in accrued interest on these advances to the same major shareholder. ● At November 30, 2018, the Company owed $75,000 (2017 - $75,000) to a company controlled by the Company’s former CFO. At August 31, 2018, the Company owed $75,000 (2017 - $75,000). During the three months ended November 30, 2018, the Company had the following transactions with related parties: ● Interest expense of $1,735 was accrued on advances owing to the President of the Company during the three months ended November 30, 2018 (2017 - $1,735) and $6,960 during the year ended August 31, 2018 (2017 - $7,000). ● The CEO of the Company advanced $27,636 ($25,000 and US$2,000) during the three months ended November 30, 2018 (2017 - $nil) and $51,000 during the year ended August 31, 2018 (2017 - $nil). These advances are unsecured, bear no interest and have no repayment terms. ● Consulting fees paid or accrued as payable to a company controlled by the President of the Company were $40,882 (US$31,250) and $39,230 (US$31,250) for the three months ended November 30, 2018 and 2017, respectively. ● Consulting fees paid or accrued as payable to a company controlled by the CEO of the Company were $40,882 (US$31,250) and $39,230 (US$31,250) for the three months ended November 30, 2018 and 2017, respectively. ● Consulting fees paid or accrued as payable to a company controlled by a major shareholder of the Company were $nil (US$nil) and $39,230 (US$31,250) for the three months ended November 30, 2018 and 2017, 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, 12, 13 and 14. |
Advances from Shareholders
Advances from Shareholders | 3 Months Ended |
Nov. 30, 2018 | |
Related Party Transactions [Abstract] | |
Advances from Shareholders | 12. Advances from Shareholders Advances payable to shareholders totaled $145,000 at November 30, 2018 (2017 - $145,000) and $145,000 at August 31, 2018 (2017 - $145,000). 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, 2018 (2017 - $1,085) and $3,589 during the year ended August 31, 2018 (2017 - $4,351). Accrued interest payable to shareholders totaled $18,056 at November 30, 2018 (2017 - $14,467) and $16,971 at August 31, 2018 (2017 - $13,382). |
License Assignment Fee Payable
License Assignment Fee Payable | 3 Months Ended |
Nov. 30, 2018 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
License Assignment Fee Payable | 13. 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. Since September 1, 2017, interest of 24% per annum, compounding annually, has been accrued on the outstanding balance payable. Interest expense of $52,900 (US$40,437) was accrued on the balance payable during the three months ended November 30, 2018 (2017 - $nil) and US$130,800 ($167,123) was accrued on the balance payable during the year ended August 31, 2018 (2017 - $nil). At November 30, 2018, the balance of the license assignment fee payable and interest payable to ZKC was US$716,237 ($952,666) (August 31, 2018 - US$675,800 ($882,257)). See Note 3. |
Commitments
Commitments | 3 Months Ended |
Nov. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 14. 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, 2018, ECC is entitled to $75,000 (August 31, 2018 - $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, 2018, 1040614 and MCM are each entitled to $80,770 (August 31, 2018 - $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, 2018, there is no remuneration payable (August 31, 2018 - $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. Effective February 3, 2018, the Company terminated the 1040614 Agreement. On August 31, 2018, the Company renewed its premises lease for another year beginning on September 1, 2018 for a rental of $21,000 for the year plus HST. |
Stockholders' Deficiency
Stockholders' Deficiency | 3 Months Ended |
Nov. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Deficiency | 15. Stockholders’ Deficiency As at November 30, 2018, the Company was authorized to issue 500,000,000 (August 31, 2018 - 300,000,000) shares of common stock at a par value of $US0.001. On October 9, 2018, the Company’s shareholders and directors approved a change of the Company’s name from Tropic International Inc. to Notox Technologies Corp. and an increase in the Company’s authorized common stock to 500,000,000 shares. The name change and authorized common stock increase were effected November 19, 2018. At November 30, 2018, the Company had 57,545,343 shares of common stock legally issued and outstanding (2017 - 57,532,843). At August 31, 2018, the Company had 57,532,843 shares of common stock legally issued and outstanding (2017 - 56,892,843 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, 2018 and August 31, 2018, 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, 2018, the Company completed the follow common stock transaction: ● On November 27, 2018, the Company issued 12,500 shares of common stock at $0.80 per share for gross proceeds of $10,000 pursuant to the exercise of warrants during the year ended August 31, 2018. $2,561 of the gross proceeds received that was allocated to these warrants has been deducted from additional paid-in capital. During the three months ended November 30, 2017, the Company completed the following common stock transactions: ● On September 21, 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 for the financings that closed September 7, 2017 and September 21, 2017 were reported as stock subscribed. Stock Subscribed During the three months ended November 30, 2018 and 2017, there were no stock subscriptions received. Stock Purchase Warrants The continuity of Canadian dollar denominated stock purchase warrants for the three months ended November 30, 2018 is as follows: Expiry Date Price August 31, 2018 Issued Expired November 30, 2018 October 31, 2018 $ 0.80 117,500 — (117,500 ) — At November 30, 2018, the weighted-average remaining contractual life of Canadian dollar warrants outstanding was 0.00 years (August 31, 2018 - 0.17). The continuity of US dollar denominated stock purchase warrants for the three months ended November 30, 2018 is as follows: Expiry Date Price August 31, 2018 Issued Expired November 30, 2018 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 1,270,770 — (635,770 ) 635,000 At November 30, 2018, the weighted-average remaining contractual life of US dollar warrants outstanding was 0.77 years (August 31, 2018 – 0.59 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 years ended August 31, 2018 and 2017 with the following assumptions: November 30, 2018 August 31, 2018 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 2.14 % 1.47% - 2.04% Expected stock price volatility 100.00 % 100.00 % Expected life of warrants 0.63 – 0.77 years 0.08 – 2 years See Note 4. |
Risks and Uncertainties
Risks and Uncertainties | 3 Months Ended |
Nov. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Risks and Uncertainties | 16. 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; the Company’s degree of success in securing regulatory approval and marketing products developed pursuant to the License Agreement; increasing competition; and dependence on its existing management and key personnel. |
Accounting Pronouncements
Accounting Pronouncements | 3 Months Ended |
Nov. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Pronouncements | 17. 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. ● 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. The Company expects the impact of adoption of this ASU to be minimal. ● September 2017 – ASU No. 2017-13, “Leases (Topic 842)” provides the requirements of financial accounting and reporting for lessees and lessors and establishes principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease under Accounting Standards Codification 842, Leases |
Contingent Liability
Contingent Liability | 3 Months Ended |
Nov. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liability | 18. 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 15). On August 24, 2016, 21,672,623 common shares of TSI were exchanged for 10,836,312 preferred shares of Subco. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Nov. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events On December 27, 2018, the automatic expiration date in respect of the preferred shares of Subco was extended to December 31, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Nov. 30, 2018 | |
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 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, 2018. |
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. |
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 United States patent “Apparatus for Spray Application of a Sunless Tanning Product” 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. At the time that the patents were issued, the Company did not believe that there were any limits to how long the Home Mist Tanning units could sell in the market place. Accordingly, management had determined that the best estimates of useful lives of the US, Australian, Canadian and Chinese patents were 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 and impairment writedowns. 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. Management was not able to determine with any amount of certainty the number of Home Mist Tanning units that would 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 License Agreement as well as an allocation of expenses. |
Leases | Leases The Company currently rents premises pursuant to an operating lease. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets Long-lived assets, including equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount should be evaluated. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. |
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. |
Production Costs | Production Costs Production costs consist of patent and license agreement amortization, production consulting fees, equipment depreciation, design and production costs, materials and supplies and patenting costs. |
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. |
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 and accrued interest 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, 2018 | |
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 License_2
Asset Acquisition and License Agreement (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
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, 2018 | |
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, 2018 2017 Net loss per share: Net loss $ (123,132 ) $ (217,090 ) Weighted-average shares outstanding: Common stock 57,545,343 57,532,843 Number of shares used in per share computations 57,533,255 57,482,074 Loss per share $ (0.00 ) $ (0.00 ) |
Equipment, Net (Tables)
Equipment, Net (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment Net | Equipment, at cost, consisted of: November 30, 2018 August 31, 2018 Mould equipment $ — $ 155,300 Website — 28,875 Equipment at cost — 184,175 Accumulated depreciation — (155,107 ) Loss on disposal of equipment — (29,068 ) Equipment, net $ — $ — |
Patents, Net (Tables)
Patents, Net (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Patents | The following tables provide information regarding the patents: November 30, 2018 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, 2018 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, 2018 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of License Agreement | November 30, 2018 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 421,799 $ 1,077,932 August 31, 2018 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 374,932 $ 1,124,799 |
Schedule of Amortization Expense on Intangible Assets | As of November 30, 2018, amortization expense on the License Agreement for the next six years was expected to be as follows: Amount Year ending: 2019 $ 140,599 2020 187,466 2021 187,466 2022 187,466 2023 187,466 2024 187,469 Total $ 1,077,932 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of: November 30, 2018 August 31, 2018 Trade payables $ 1,533,909 $ 1,412,277 Vendor accruals 157,928 170,414 Accounts payable and accrued liabilities $ 1,691,837 $ 1,582,691 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Equity [Abstract] | |
Schedule of Stock Purchase Warrants | The continuity of Canadian dollar denominated stock purchase warrants for the three months ended November 30, 2018 is as follows: Expiry Date Price August 31, 2018 Issued Expired November 30, 2018 October 31, 2018 $ 0.80 117,500 — (117,500 ) — The continuity of US dollar denominated stock purchase warrants for the three months ended November 30, 2018 is as follows: Expiry Date Price August 31, 2018 Issued Expired November 30, 2018 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$1.40 630,000 — — 630,000 1,270,770 — (635,770 ) 635,000 |
Schedule of Stock Options Valuation Assumptions | The Company used the Black-Scholes Option Pricing Model to determine the fair values of unit warrants and finder’s warrants issued pursuant to private placements during the years ended August 31, 2018 and 2017 with the following assumptions: November 30, 2018 August 31, 2018 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 2.14 % 1.47% - 2.04% Expected stock price volatility 100.00 % 100.00 % Expected life of warrants 0.63 – 0.77 years 0.08 – 2 years |
Company Overview and Basis of_2
Company Overview and Basis of Presentation (Details Narrative) | 3 Months Ended | ||||
Nov. 30, 2018CAD ($) | Aug. 31, 2018CAD ($) | Nov. 30, 2017USD ($) | Aug. 31, 2017USD ($) | Jun. 13, 2016 | |
Accumulated deficit | $ (11,906,618) | $ (11,783,486) | |||
Working capital deficiency | 3,257,992 | 3,203,961 | |||
Stockholders' equity | 2,419,997 | 2,306,865 | $ 1,713,130 | $ 1,986,065 | |
Cash liabilities | 3,153,000 | 2,942,000 | |||
Accounts payable | 2,801,000 | ||||
Accrued liabilities | 1,340,000 | ||||
Advances from related parties | 507,989 | $ 477,509 | |||
Extent remaining payment balance cannot be deferred | 352,000 | ||||
Related Parties and Major Shareholders [Member] | |||||
Advances from related parties | 508,000 | ||||
Payable to related parties and/or major shareholders | 953,000 | ||||
August 31, 2019 [Member] | |||||
Operating expenses | $ 100,000 | ||||
Notox Bioscience Inc [Member] | |||||
Purpose of acquiring right percentage | 100.00% |
Reverse Takeover (Details Narra
Reverse Takeover (Details Narrative) - shares | Feb. 22, 2017 | Aug. 24, 2016 | Jun. 28, 2013 | Nov. 30, 2018 |
Exchange Agreement [Member] | ||||
Agreement expiration, description | On February 22, 2017, this automatic expiration date was further extended to December 31, 2018, and on December 27, 2018, this date was further extended to December 31, 2020. | |||
Tropic Spa Inc [Member] | ||||
Percentage of control of issued and outstanding of common stock | 87.00% | |||
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% | |||
Subco [Member] | Preferred Stock [Member] | ||||
Common shares acquired | 39,015,439 | |||
Number of preferred stock for exchange | 10,836,312 | 39,015,439 | 148,250 |
Reverse Takeover - Schedule of
Reverse Takeover - Schedule of Fair Values of Assets Acquired and Liabilities Assumed (Details) | Nov. 30, 2018CAD ($) |
Business Combinations [Abstract] | |
Cash | $ 1,774 |
Subscriptions receivable | 10 |
Accounts payable and accrued liabilities | (32,488) |
Loan payable to TSI | (25,454) |
Net liabilities acquired | $ (56,158) |
Asset Acquisition and License_3
Asset Acquisition and License Agreement (Details Narrative) | Jun. 13, 2016shares | Nov. 30, 2018CAD ($) | Nov. 30, 2018USD ($) | Aug. 31, 2018CAD ($) | Aug. 31, 2018USD ($) | Nov. 23, 2016USD ($) |
License assignment fee payable | $ 952,666 | $ 882,257 | ||||
Accrued and unreimbursed patenting costs | 239,941 | 227,707 | ||||
USD Currency [Member] | ||||||
Accrued and unreimbursed patenting costs | $ 180,394 | $ 174,421 | ||||
Notox Bioscience Inc [Member] | ||||||
Purpose of acquiring right percentage | 100.00% | |||||
Issuance of common stock shares for exchange | shares | 50,000,000 | |||||
Owned subsidiary description | As a result of the Notox share exchange and on the Second Closing Date, the Notox Shareholders controlled approximately 89% of the issued and outstanding common stock of the Company (52.5% on a fully-exchanged basis) and Notox became a wholly-owned subsidiary of the Company. | |||||
Percentage of control of issued and outstanding of common stock | 89.00% | |||||
Zoran Holding Corporation [Member] | ||||||
Purpose of acquiring right percentage | 100.00% | |||||
Zoran K Corporation [Member] | ||||||
License assignment fee payable | $ 952,666 | $ 882,257 | $ 1,000,000 | |||
Zoran K Corporation [Member] | USD Currency [Member] | ||||||
License assignment fee payable | $ 716,237 | $ 675,800 |
Asset Acquisition and License_4
Asset Acquisition and License Agreement - Schedule of Fair Value and Carrying Value of License Agreement (Details) - License Agreement [Member] | Nov. 30, 2018CAD ($) |
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 |
Asset Acquisition and License_5
Asset Acquisition and License Agreement - Schedule of Fair Value and Carrying Value of License Agreement (Details) (Parenthetical) | 3 Months Ended | ||
Nov. 30, 2018CAD ($)shares | Nov. 30, 2018USD ($)$ / shares | Aug. 31, 2018CAD ($) | |
License assignment fee payable | $ 952,666 | $ 882,257 | |
License Agreement [Member] | |||
Number of shares exchanged | shares | 50,000,000 | ||
Exchanged share, per share value | $ / shares | $ 0.002 | ||
License assignment fee payable | $ 1,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | Dec. 28, 2016 | Jun. 21, 2016 | Oct. 16, 2014 | Sep. 29, 2009 | Nov. 30, 2018 |
Mould equipment, depreciation percentage | 20.00% | ||||
Website, useful life | 5 years | ||||
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 | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (123,132) | $ (217,090) |
Common stock | 57,545,343 | 57,532,843 |
Number of shares used in per share computations | 57,532,843 | 57,482,074 |
Loss per share | $ 0 | $ 0 |
Equipment, Net (Details Narrati
Equipment, Net (Details Narrative) - CAD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 1,710 |
Equipment, Net - Schedule of Eq
Equipment, Net - Schedule of Equipment Net (Details) - CAD ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Mould equipment | $ 155,300 | |
Website | 28,875 | |
Equipment at cost | 184,175 | |
Accumulated depreciation | (155,107) | |
Loss on disposal of equipment | (29,068) | |
Equipment, net |
Patents, Net (Details Narrative
Patents, Net (Details Narrative) - CAD ($) | Nov. 30, 2018 | Aug. 31, 2018 | Aug. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Patents, nominal amount | $ 4 | $ 4 | $ 4 |
Inventory, nominal amount | $ 1 |
Patents, Net - Schedule of Pate
Patents, Net - Schedule of Patents (Details) - CAD ($) | Nov. 30, 2018 | Aug. 31, 2018 | Aug. 31, 2017 |
Patent, Gross carrying amount | $ 6,377,260 | $ 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 | $ 4 |
United States Patent [Member] | |||
Patent, Gross carrying amount | 6,342,279 | 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, 2018 | Aug. 31, 2018 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
License Agreement, Gross carrying amount | $ 1,499,731 | $ 1,499,731 |
License Agreement, Accumulated amortization | 421,799 | 374,932 |
License Agreement, Net carrying amount | $ 1,077,932 | $ 1,124,799 |
License Agreement, Net - Sche_2
License Agreement, Net - Schedule of Amortization Expense on Intangible Assets (Details) - License Agreement [Member] | Nov. 30, 2018CAD ($) |
2,019 | $ 140,599 |
2,020 | 187,466 |
2,021 | 187,466 |
2,022 | 187,466 |
2,023 | 187,466 |
2,024 | 187,469 |
Total | $ 1,077,932 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - CAD ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Payables and Accruals [Abstract] | ||
Trade payables | $ 1,533,909 | $ 1,412,277 |
Vendor accruals | 157,928 | 170,414 |
Accounts payable and accrued liabilities | $ 1,691,837 | $ 1,582,691 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||||||||
Nov. 30, 2018CAD ($) | Nov. 30, 2018USD ($) | Nov. 30, 2017CAD ($) | Nov. 30, 2017USD ($) | Aug. 31, 2018CAD ($) | Aug. 31, 2018USD ($) | Aug. 31, 2017CAD ($) | Aug. 31, 2017USD ($) | Nov. 30, 2018USD ($) | Aug. 31, 2018USD ($) | Nov. 30, 2017USD ($) | Aug. 31, 2017USD ($) | |
Unsecured bear interest rate | 3.00% | 3.00% | ||||||||||
Due on demand | $ 219,500 | |||||||||||
Debt outstanding | 12,500 | |||||||||||
Consulting fees | 20,480 | $ 16,396 | ||||||||||
Advances from related parties/shareholders | 27,636 | |||||||||||
President [Member] | ||||||||||||
Advances payable to related parties | 232,000 | |||||||||||
Advances payable to related parties current and non-current | 232,000 | $ 232,000 | $ 232,000 | |||||||||
Interest payable to related parties | 34,273 | 27,313 | 32,538 | 25,578 | ||||||||
Reimbursable expenses | 6,176 | 15,737 | 5,329 | |||||||||
Consulting fees | 181,070 | 181,070 | 181,070 | 181,070 | ||||||||
Due to related party | 485,360 | 314,812 | 438,935 | 271,984 | ||||||||
Interest expense | 1,735 | 1,735 | 6,960 | 7,000 | ||||||||
Consulting fees paid | 40,882 | 39,230 | ||||||||||
President [Member] | USD Currency [Member] | ||||||||||||
Consulting fees | $ 228,772 | $ 103,772 | $ 197,522 | $ 72,522 | ||||||||
Consulting fees paid | 31,250 | 31,250 | ||||||||||
Chief Executive Officer [Member] | ||||||||||||
Advances payable to related parties | 78,660 | 51,000 | ||||||||||
Advances payable to related parties current and non-current | 76,000 | |||||||||||
Due to related party | 291,757 | 121,598 | 245,564 | 79,102 | ||||||||
Advanced from related party | 25,000 | 51,000 | ||||||||||
Advances from related parties/shareholders | 27,636 | |||||||||||
Consulting fees paid | 40,882 | 39,230 | ||||||||||
Chief Executive Officer [Member] | USD Currency [Member] | ||||||||||||
Advances payable to related parties current and non-current | $ 2,000 | |||||||||||
Due to related party | $ 219,350 | $ 188,100 | $ 94,350 | $ 63,100 | ||||||||
Advanced from related party | 2,000 | |||||||||||
Consulting fees paid | 31,250 | 31,250 | ||||||||||
Major Shareholder [Member] | ||||||||||||
Advances payable to related parties | ||||||||||||
Interest payable to related parties | 761 | 761 | ||||||||||
Reimbursable expenses | 259 | |||||||||||
Consulting fees | 181,070 | 181,070 | 181,070 | 181,070 | ||||||||
Due to related party | 333,507 | 301,924 | 330,688 | 259,448 | ||||||||
Consulting fees paid | 39,230 | |||||||||||
Major Shareholder [Member] | USD Currency [Member] | ||||||||||||
Consulting fees | 114,606 | 93,772 | $ 114,606 | $ 62,522 | ||||||||
Consulting fees paid | $ 31,250 | |||||||||||
Chief Financial Officer [Member] | ||||||||||||
Due to related party | $ 75,000 | $ 75,000 | $ 75,000 | $ 75,000 |
Advances from Shareholders (Det
Advances from Shareholders (Details Narrative) - CAD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Unsecured bear interest rate | 3.00% | |||
Shareholder [Member] | ||||
Advances payable | $ 145,000 | $ 145,000 | $ 145,000 | $ 145,000 |
Unsecured bear interest rate | 3.00% | |||
Interest expense | $ 1,085 | 1,085 | 3,589 | 4,351 |
Accrued interest payable | $ 18,056 | $ 14,467 | $ 16,971 | $ 13,382 |
License Assignment Fee Payable
License Assignment Fee Payable (Details Narrative) | Oct. 01, 2016USD ($) | Nov. 30, 2018CAD ($) | Nov. 30, 2018USD ($) | Nov. 30, 2017CAD ($) | Nov. 30, 2017USD ($) | Aug. 31, 2018CAD ($) | Aug. 31, 2017CAD ($) | Nov. 30, 2018USD ($) | Aug. 31, 2018USD ($) | Nov. 23, 2016USD ($) |
License assignment fee payable | $ 952,666 | $ 882,257 | ||||||||
Debt interest rate | 3.00% | 3.00% | ||||||||
Zoran K Corporation [Member] | ||||||||||
License assignment fee payable | $ 952,666 | 882,257 | $ 1,000,000 | |||||||
Zoran K Corporation [Member] | USD Currency [Member] | ||||||||||
License assignment fee payable | $ 716,237 | $ 675,800 | ||||||||
Share Exchange Agreement [Member] | Zoran K Corporation [Member] | ||||||||||
Debt interest rate | 24.00% | 24.00% | ||||||||
Interest expense | $ 52,900 | $ 167,123 | ||||||||
Share Exchange Agreement [Member] | Zoran K Corporation [Member] | USD Currency [Member] | ||||||||||
License assignment fee payable | $ 1,000,000 | |||||||||
Debt periodic payment | $ 50,000 | |||||||||
Gross proceeds from sale of stock | $ 1,000,000 | |||||||||
Interest expense | $ 40,437 | $ 130,800 |
Commitments (Details Narrative)
Commitments (Details Narrative) | Jun. 13, 2016$ / shares | Jun. 13, 2016USD ($)shares | Nov. 30, 2018CAD ($) | Nov. 30, 2017CAD ($) | Aug. 31, 2018CAD ($) | Aug. 24, 2016shares |
Premises lease rental | $ 5,250 | $ 5,700 | ||||
Premises Lease [Member] | ||||||
Premises lease rental | 21,000 | |||||
Consultant [Member] | ||||||
Share issued during period | shares | 1,000,000 | |||||
Consultant [Member] | USD Currency [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 | $ / shares | $ 0.05 | |||||
Share issued during period | shares | 20,000,000 | |||||
Consulting Agreement [Member] | Consultant [Member] | USD Currency [Member] | ||||||
Remuneration | $ 125,000 | |||||
Subco [Member] | ||||||
Preferred stock shares issued | shares | 750,000 | |||||
Edgewater Consulting Corp [Member] | ||||||
Accrued remuneration | $ 75,000 | $ 75,000 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) | Nov. 27, 2018CAD ($)shares | Sep. 21, 2017CAD ($)$ / sharesshares | Sep. 21, 2017USD ($)shares | Aug. 24, 2016shares | Jun. 28, 2013shares | Nov. 30, 2018CAD ($)shares | Nov. 30, 2018USD ($)$ / sharesshares | Nov. 30, 2017CAD ($)shares | Aug. 31, 2018shares | Aug. 31, 2017CAD ($)shares | Sep. 21, 2017$ / shares |
Common stock, shares authorized | shares | 500,000,000 | 300,000,000 | |||||||||
Common stock, shares issued | shares | 57,545,343 | 57,532,843 | 57,532,843 | 56,892,843 | |||||||
Common stock, shares outstanding | shares | 57,545,343 | 57,532,843 | 57,532,843 | 56,892,843 | |||||||
Common Stock [Member] | |||||||||||
Common stock shares issued during period | shares | 12,500 | 630,000 | 630,000 | 5,000 | 5,000 | ||||||
Shares issued price per share | $ / shares | $ 0.80 | ||||||||||
Proceeds from issuance of common stock | $ 10,000 | $ 830,674 | $ 8,000 | ||||||||
Share purchase warrants allocated value | 2,561 | $ 339,633 | |||||||||
Warrant to purchase, shares | shares | 1 | ||||||||||
Common stock allocated value | $ 491,041 | ||||||||||
Finder's fees | $ 6,435 | ||||||||||
Purchase warrant, value | 2,581 | ||||||||||
Proceeds from exercise of warrants | 2,049 | ||||||||||
Subscriptions were received | $ 10,000 | ||||||||||
Common Stock [Member] | |||||||||||
Common stock shares issued during period | shares | 10,000 | 10,000 | |||||||||
Stock Subscriptions [Member] | |||||||||||
Proceeds from issuance of common stock | $ 838,674 | ||||||||||
Subscriptions were received | |||||||||||
Warrant [Member] | |||||||||||
Warrants outstanding of weighted-average remaining contractual life | 0 years | 0 years | 2 months 1 day | ||||||||
Tropic Spa Inc [Member] | Common Stock [Member] | |||||||||||
Common shares acquired | shares | 21,672,623 | 39,015,439 | 296,500 | 296,500 | |||||||
Subco [Member] | Preferred Stock [Member] | |||||||||||
Common shares acquired | shares | 39,015,439 | ||||||||||
USD Currency [Member] | |||||||||||
Common stock, par share value | $ / shares | $ 0.001 | ||||||||||
USD Currency [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 Currency [Member] | Warrant [Member] | |||||||||||
Warrants outstanding of weighted-average remaining contractual life | 9 months 7 days | 9 months 7 days | 7 months 2 days |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Stock Purchase Warrants (Details) - 3 months ended Nov. 30, 2018 | $ / sharesshares | $ / shares |
Stock purchase warrants, beginning | 1,270,770 | |
Stock purchase warrants, issued | ||
Stock purchase warrants, expired | (635,770) | |
Stock purchase warrants, ending | 635,000 | |
October 31, 2018 [Member] | ||
Stock purchase warrants price per share | $ / shares | $ 0.80 | |
Stock purchase warrants, beginning | 117,500 | |
Stock purchase warrants, issued | ||
Stock purchase warrants, expired | (117,500) | |
Stock purchase warrants, ending | ||
October 31, 2018 [Member] | USD Currency [Member] | ||
Stock purchase warrants price per share | $ / shares | $ 0.80 | |
Stock purchase warrants, beginning | 220,770 | |
Stock purchase warrants, issued | ||
Stock purchase warrants, expired | (220,770) | |
Stock purchase warrants, ending | ||
September 30, 2018 - Finder [Member] | USD Currency [Member] | ||
Stock purchase warrants price per share | $ / shares | 1.40 | |
Stock purchase warrants, beginning | 15,000 | |
Stock purchase warrants, issued | ||
Stock purchase warrants, expired | (15,000) | |
Stock purchase warrants, ending | ||
November 2, 2018 [Member] | USD Currency [Member] | ||
Stock purchase warrants price per share | $ / shares | 1.40 | |
Stock purchase warrants, beginning | 400,000 | |
Stock purchase warrants, issued | ||
Stock purchase warrants, expired | (400,000) | |
Stock purchase warrants, ending | ||
July 17,2019 - Finder [Member] | USD Currency [Member] | ||
Stock purchase warrants price per share | $ / shares | 1.40 | |
Stock purchase warrants, beginning | 5,000 | |
Stock purchase warrants, issued | ||
Stock purchase warrants, expired | ||
Stock purchase warrants, ending | 5,000 | |
September 7, 2019 | USD Currency [Member] | ||
Stock purchase warrants price per share | $ / shares | $ 1.40 | |
Stock purchase warrants, beginning | 630,000 | |
Stock purchase warrants, issued | ||
Stock purchase warrants, expired | ||
Stock purchase warrants, ending | 630,000 |
Stockholders' Deficiency - Sc_2
Stockholders' Deficiency - Schedule of Stock Options Valuation Assumptions (Details) - Warrant [Member] | 3 Months Ended | 12 Months Ended |
Nov. 30, 2018 | Aug. 31, 2018 | |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 2.14% | |
Expected stock price volatility | 100.00% | 100.00% |
Minimum [Member] | ||
Risk-free interest rate | 1.47% | |
Expected life of warrants | 7 months 17 days | 29 days |
Maximum [Member] | ||
Risk-free interest rate | 2.04% | |
Expected life of warrants | 9 months 7 days | 2 years |
Contingent Liability (Details N
Contingent Liability (Details Narrative) - shares | Aug. 24, 2016 | Jun. 28, 2013 | Nov. 30, 2018 |
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] | |||
Common shares acquired | 39,015,439 | ||
Number of preferred stock for exchange | 10,836,312 | 39,015,439 | 148,250 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Dec. 27, 2018 |
Subsequent Event [Member] | Subco [Member] | |
Preferred shares expiration description | extended to December 31, 2020. |