Document and Entity Information
Document and Entity Information - CAD ($) | 12 Months Ended | ||
Aug. 31, 2019 | Nov. 29, 2019 | Feb. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | NOTOX TECHNOLOGIES CORP. | ||
Entity Central Index Key | 0000844538 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Aug. 31, 2019 | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 20,893,440 | ||
Entity Common Stock Shares Outstanding | 57,625,343 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - CAD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
Current assets: | ||
Cash | $ 14,843 | $ 5,664 |
Amounts receivable | 6,584 | 6 |
Sales tax receivable | 94,726 | 72,295 |
Prepaid expenses | 20,440 | 24,048 |
Total current assets | 136,593 | 102,013 |
Advances - Xthetica (Note 15) | 86,519 | |
Patents, net | 4 | 4 |
License agreement, net (Note 4) | 937,333 | 1,124,799 |
Total assets | 1,160,449 | 1,226,816 |
Current liabilities: | ||
Accounts payable and accrued liabilities (Note 5) | 1,972,567 | 1,582,691 |
Advances from related parties/shareholders (Notes 6 and 7) | 444,760 | 477,509 |
License assignment fee and accrued interest payable (Note 8) | 1,042,561 | 882,257 |
Stock purchase warrants (Note 10) | 1,776 | 353,517 |
Stock subscribed in advance (Note 10) | 261,692 | 10,000 |
Total current liabilities | 3,723,356 | 3,305,974 |
Due to the Clinic (Note 4) | 264,113 | 227,707 |
Total liabilities | 3,987,469 | 3,533,681 |
Stockholders' deficiency (Note 10): | ||
Common stock | 1,133,146 | 1,018,256 |
Additional paid-in capital | 8,458,365 | 8,458,365 |
Accumulated Deficit | (12,418,531) | (11,783,486) |
Total stockholders' deficiency | (2,827,020) | (2,306,865) |
Total liabilities and stockholders' deficiency | $ 1,160,449 | $ 1,226,816 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss - CAD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Revenue: | ||
Sales | ||
Production costs: | ||
Amortization - license agreement (Note 4) | 187,466 | 187,466 |
Consulting fees - production | 2,820 | |
Depreciation | 5,129 | |
Patenting costs - the Clinic | 32,071 | 21,201 |
Write-down of inventory | 1 | |
Total production costs | 219,537 | 216,617 |
Gross loss | (219,537) | (216,617) |
General and administration: | ||
Consulting fees - management (Note 6) | 338,429 | 384,829 |
Interest on advances from related parties/shareholders (Notes 6 and 7) | 12,059 | 10,549 |
Interest on license assignment fee payable (Note 8) | 209,596 | 167,123 |
Loss on foreign exchange | 35,984 | 64,439 |
Office and miscellaneous | 8,166 | 12,854 |
Patent maintenance fees | 1,653 | |
Professional fees | 108,591 | 105,744 |
Rent | 13,202 | 25,918 |
Travel and entertainment | 2,790 | 6,331 |
Trust and filing fees | 24,655 | 24,016 |
Total general and administration | 753,472 | 803,456 |
Loss before other items and income taxes | (973,009) | (1,020,073) |
Other items: | ||
Other income | 6,972 | |
Gain on revaluation of derivative liabilities (Note 10) | 351,741 | 286,075 |
Write-down of receivables | (20,749) | (49,755) |
Loss on disposal of equipment | (29,068) | |
Recovery of inventory written down | 1,996 | |
Loss before income taxes | (635,045) | (810,825) |
Income taxes (Note 13) | ||
Loss and comprehensive loss | $ (635,045) | $ (810,825) |
Loss per share - basic and diluted | $ (0.01) | $ (0.01) |
Weighted-average number of shares outstanding - basic and diluted | 57,563,463 | 57,520,185 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - CAD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Cash Flows From Operating Activities | ||
Loss | $ (635,045) | $ (810,825) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization - license agreement | 187,466 | 187,466 |
Depreciation | 5,129 | |
Unrealized foreign exchange on advances from related parties/shareholders | 4,216 | |
Unrealized foreign exchange on license assignment fee payable | 17,708 | 31,922 |
Unrealized foreign exchange and expense on due to Clinic | 4,335 | 8,741 |
Write-down of inventory | 1 | |
Write-down of receivables | 20,749 | 49,755 |
Interest accrued on advances from related parties/shareholders | 12,059 | 10,549 |
Interest accrued on license assignment fee payable | 209,596 | 167,123 |
Write-off of equipment | 29,068 | |
Gain on revaluation of derivative liabilities | (351,741) | (286,075) |
Changes in assets and liabilities: | ||
Amounts receivable | (6,578) | (6) |
Sales tax receivable | (43,180) | (37,760) |
Prepaid expenses | 3,608 | 4,576 |
Accounts payable and accrued liabilities | 389,876 | 507,090 |
Due to the Clinic | 32,071 | 21,201 |
Net cash used in operating activities | (154,860) | (109,494) |
Cash Flows From Investing Activities | ||
Advances to Xthetica | (86,519) | |
Payments on license assignment fee, net | (67,000) | |
Net cash used in investing activities | (153,519) | |
Cash Flows From Financing Activities | ||
Proceeds from private placements | 104,890 | |
Stock issue costs | (6,435) | |
Stock subscribed in advance | 261,692 | 10,000 |
Advances from related parties/shareholders, net | (49,024) | 51,000 |
Proceeds from exercise of warrant | (2,551) | |
Net cash provided by financing activities | 317,558 | 52,014 |
Increase in cash during the year | 9,179 | (57,480) |
Cash, beginning of year | 5,664 | 63,144 |
Cash, end of year | 14,843 | 5,664 |
Supplementary Cash Flow Information: | ||
Interest paid | ||
Taxes paid |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency (Unaudited) - CAD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Common Stock [Member] | ||
Balance | $ 1,018,256 | $ 526,182 |
Balance, shares | 57,532,843 | 56,892,843 |
Stock issued for cash | $ 104,890 | $ 491,041 |
Stock issued for cash, shares | 80,000 | 630,000 |
Stock issue costs - cash | $ (6,435) | |
Stock issue costs - finder's warrants | (2,581) | |
Shares issued for warrants exercised in the prior year | $ 10,000 | $ 10,049 |
Shares issued for warrants exercised in the prior year, shares | 12,500 | 10,000 |
Loss | ||
Balance | $ 1,133,146 | $ 1,018,256 |
Balance, shares | 57,625,343 | 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 | ||
Shares issued for warrants exercised in the prior year | (2,049) | |
Loss | ||
Balance | 8,458,365 | 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 | ||
Shares issued for warrants exercised in the prior year | ||
Loss | (635,045) | (810,825) |
Balance | (12,418,531) | (11,783,486) |
Balance | (2,306,865) | (1,986,065) |
Stock issued for cash | 104,890 | $ 491,041 |
Stock issued for cash, shares | 10,000 | |
Stock issue costs - cash | $ (6,435) | |
Stock issue costs - finder's warrants | (2,581) | |
Shares issued for warrants exercised in the prior year | 10,000 | 8,000 |
Loss | (635,045) | (810,825) |
Balance | $ (2,827,020) | $ (2,306,865) |
Company Overview
Company Overview | 12 Months Ended |
Aug. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Overview | 1. Company Overview for the Year Ended August 31, 2019 Nature and History of Operations Notox Technologies Corp. (the “Company”) was incorporated under the laws of the state of Nevada on October 29, 2007. The Company has transitioned into developing, commercializing and promoting its patented Notox aesthetic and drug free pain management platform. The Company’s goals are to market a credible, non-toxic alternative to Botox and subsequently develop other features of its Notox technology such as drug-free pain management, body countering, skin tightening and anti-perspiration. In addition, the Company is seeking to build its distribution capabilities for other medical and aesthetic products around the world. On June 13, 2016, the Company completed an asset acquisition transaction 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. On December 27, 2018 the expiration date for the preferred shares of 1894632 Ontario Inc. (“Subco”), was extended to December 31, 2020. The initial expiration date was part of amendment to the initial Exchange Agreement signed on February 17, 2015. Going Concern As reflected in the accompanying consolidated financial statements, the Company has a deficit of $12,418,531 (August 31, 2018 - $11,783,486) since inception, a working capital deficiency of $3,586,763 (August 31, 2018 - $3,203,961) and a stockholders’ deficiency of $2,827,020 (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 CEO and President have committed to providing financing if and when necessary to fund the operating expenses for the year ended August 31, 2020. Basis of presentation and measurement The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in Canadian Dollars (“CAD”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position have been reflected herein. The audited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Aug. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the financial statements of the Company, Tropic Spa International (“TSI”), Notox, 1894632 Ontario Inc. (“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 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, amounts receivable, sales tax receivable, and advances to Xthetica. 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 year ended August 31, 2019. Patents The US Patent is recorded at the value attributed to the shares issued by TSI in connection with its acquisition less accumulated amortization and impairment write-downs. The US Patent was issued on September 29, 2009 and is effective until September 29, 2026. The Australian, Canadian and Chinese Patents are recorded at the application costs incurred less accumulated amortization and impairment write-downs. The Australian Patent was issued on October 16, 2014 and is effective until April 5, 2027. The Canadian Patent was issued on June 21, 2016 and is effective until April 5, 2027. The Chinese Patent was issued on December 28, 2016 and is effective until February 1, 2033. Upon expiration, the patents can be extended subject to certain changes required to secure the extension. Although the effects of obsolescence, demand, competition and other economic factors (such as stability of the industry, technological advances and legislative action that results in an uncertain or changing regulatory environment) can have an adverse effect on the industry and saleability of patented products, management is not currently aware of any known adverse factors that will affect the patents in the future. Costs incurred for patents which are in the process of being completed will be amortized over the life of the patent when the patent is issued. 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. During the year ended August 31, 2017 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. Subsequent to August 31, 2019, the Company was notified that the Canadian, Australian and Chinese patents had lapsed or expired. License Agreement The License Agreement is recorded at estimated fair value plus acquisition costs less accumulated amortization and impairment write-downs. 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 classified as a short-term lease as the length of the lease is only 12 months. Therefore, the Company does not need to apply ASC 842 lease recognition and measurement requirements, and the lease is treated as an operating lease. Impairment of Long-Lived Assets Long-lived assets, including 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, receivables, 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. The fair value of stock purchase warrants is determined using Level 3 inputs in the Black-Scholes model. 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 – basic and diluted The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” loss per share. Basic loss per share includes no dilution and is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding for the year. Diluted loss per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted loss per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at August 31, 2019 and 2018. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Aug. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. 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. |
License Agreement, Net
License Agreement, Net | 12 Months Ended |
Aug. 31, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
License Agreement, Net | 4. License Agreement, Net On December 1, 2012, Zoran Holding Corporation (“ZHC”) and the Clinic entered into the License Agreement whereby the Clinic granted ZHC an 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. Royalties and other payments are payable quarterly. Notox is required to achieve two commercial milestones: first commercial sale within nine months following regulatory approval, and regulatory filings submitted to regulatory authorities by November 30, 2019. The Clinic and Notox are working towards the definitive agreement that would extend the above date, to a new date, based on the clear development milestones and schedule to be agreed upon not later than March 31, 2020. As of August 31, 2019, all accrued and unreimbursed patenting costs totaled $264,113 (August 31, 2018 - $227,707). 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. Pursuant to above, the gross carrying value of the License Agreement is as follows: August 31, 2019 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 562,398 $ 937,333 August 31, 2018 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 374,932 $ 1,124,799 As of August 31, 2019, amortization expense on the License Agreement for the next five years was expected to be as follows: Amount Year ending: 2020 $ 187,466 2021 187,466 2022 187,466 2023 187,466 2024 187,469 Total $ 937,333 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Aug. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 5. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of: August 31, 2019 August 31, 2018 Trade payables $ 1,193,429 $ 1,412,277 Vendor accruals 779,138 170,414 Accounts payable and accrued liabilities $ 1,972,567 $ 1,582,691 |
Related Party Transactions and
Related Party Transactions and Balances | 12 Months Ended |
Aug. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Balances | 6. Related Party Transactions and balances The Company’s transactions with related parties were carried out on normal commercial terms and in the course of the Company’s business. Other than disclosed elsewhere in the Company’s consolidated financial statements, related party transactions are as follows: a) Related party balances Advances from related parties include: ● At August 31, 2019, the Company owed $232,000 (August 31, 2018 - $232,000) in advances payable to the President of the Company. These advances are unsecured and bear interest at 3% per annum. Accrued interest payable to the President totaled $39,498 at August 31, 2019 (August 31, 2018 - $32,538). ● At August 31, 2019, the Company is owed $8,609 (August 31, 2018 - the Company owed $51,000) in advances receivable by the CEO of the Company. This balance bears no interest and has no repayment terms. Accounts payable and accrued liabilities include: ● At August 31, 2019, the Company owed $658,022 (August 31, 2018 - $438,935) in consulting fees to a company controlled by the President of the Company. ● At August 31, 2019, the Company owed $470,381 (August 31, 2018 - $245,564) in consulting fees to a company controlled by the CEO of the Company. ● At August 31, 2019, the Company owed $353,246 (August 31, 2018 - $330,688) in consulting fees to a company controlled by a major shareholder of the Company. b) Related party transactions During the year ended August 31, 2019, the Company had the following transactions with related parties: ● Consulting fees expense of $159,452 (August 31, 2018 - $159,674) in connection with the services provided by a company controlled by the President of the Company. ● Consulting fees expense of $166,132 (August 31, 2018 - $159,674) in connection with the services provided by a company controlled by the CEO of the Company. ● Consulting fees expense of $nil (August 31, 2018 - $65,481) in connection with the services provided by a company controlled by a major shareholder of the Company. ● Interest expense of $6,960 (August 31, 2018 - $13,721) in connection with advances owing to the President and other shareholders of the Company. |
Advances from Shareholders
Advances from Shareholders | 12 Months Ended |
Aug. 31, 2019 | |
Related Party Transactions [Abstract] | |
Advances from Shareholders | 7. Advances from Shareholders Advances payable to shareholders totaled $145,000 at August 31, 2019 (August 31, 2018 - $145,000). These advances are unsecured and bear interest at 3% per annum, with no specific repayment terms. Interest expense of $4,350 was incurred on these advances during the year ended August 31, 2019 (August 31, 2018 - $3,589). As at August 31, 2019 accrued interest payable to shareholders totaled $21,321 (August 31, 2018 - $16,971). |
License Assignment Fee and Accr
License Assignment Fee and Accrued Interest Payable | 12 Months Ended |
Aug. 31, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
License Assignment Fee and Accrued Interest Payable | 8. License assignment fee and accrued interest payable Pursuant to the amendment to the Share Exchange Agreement, the Company will pay an aggregate of US$1,000,000 to Zoran K Corporation, a private Ontario corporation (“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 US$288,667 ($384,133) was accrued on the balance payable as at August 31, 2019. At August 31, 2019, the balance of the license assignment fee payable and interest payable to ZKC was US$783,667 ($1,042,561) (August 31, 2018 - US$675,800 ($882,257)). See Note 4. |
Commitments
Commitments | 12 Months Ended |
Aug. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 9. Commitments 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, MCM, 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. As at August 31, 2019, the Company renewed its premises lease for another year beginning on April 1, 2019 for $5,520 plus HST per annum for a period of twelve months. |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Aug. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficiency | 10. Stockholders’ Deficiency Authorized stock As at August 31, 2019, the Company was authorized to issue 500,000,000 (August 31, 2018 - 300,000,000) shares of common stock at a par value of US$0.001. 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 August 31, 2019, the Company had 57,625,343 shares of common stock legally issued and outstanding (2018 - 57,532,843). Of those shares, 50,993,270 were restricted and 6,632,073 were unrestricted. On June 28, 2013, pursuant to the reverse takeover transaction with TSI, the Company acquired 39,015,439 common shares of TSI in exchange for the issuance of 39,015,439 preferred shares of Subco to certain of the shareholders of TSI on a one-for-one basis. As a result of the transaction, 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 August 31, 2019 and August 31, 2018, none of the preferred shares had been exchanged. On August 24, 2016, a further 21,672,623 common shares of TSI were exchanged for 10,836,312 preferred shares of Subco. Share issuances During the year ended August 31, 2018, 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, 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 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. During the year ended August 31, 2019, the Company completed the following common stock transactions: ● During the previous year ended August 31, 2018, $10,000 in stock subscriptions was received pursuant to the exercise of 12,500 warrants at a price of $0.80 per share in February 2018. The shares were issued in November 2018. ● On July 3, 2019, the Company issued 80,000 shares of common stock through a private placement with a fair value of $104,890 at a price of U$1.00 per share. Stock subscribed in advance During the year ended August 31, 2019, the Company received proceeds of $261,692 (US$195,000) as consideration for unit and share private placements, and the exercise of 6,250 warrants. The units/shares were not issued as of August 31, 2019 and have therefore been classified as a liability. Stock Purchase Warrants The continuity of Canadian dollar denominated stock purchase warrants for the six months ended August 31, 2019 is as follows: Expiry Date Price August 31, 2017 Issued Exercised August 31, 2018 Issued Expired August 31, 2019 October 31, 2018 $ 0.80 130,000 — (12,500 ) 117,500 — (117,500 ) — At August 31, 2019, 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 year ended August 31, 2019 is as follows: Expiry Date Price US$ August 31, 2017 Issued August 31, 2018 Exercised* Issued Expired August 31, 2019 September 30, 2018 – Finder 1.40 15,000 — 15,000 — — (15,000 ) — October 31, 2018 0.80 220,770 — 220,770 (6,250 ) — (214,520 ) — November 2, 2018 1.40 400,000 — 400,000 — — (400,000 ) — July 17, 2019 – Finder 1.40 — 5,000 5,000 — — (5,000 ) — September 7, 2019 1.40 — 630,000 630,000 — — — 630,000 635,770 635,000 1,270,770 (6,250 ) — (634,520 ) 630,000 *warrants exercised during the year ended August 31, 2019 have not yet issued shares. At August 31, 2019, the stock purchase warrants were fair valued at $1,776 (August 31, 2018 – $353,517) and the weighted-average remaining contractual life of US dollar warrants outstanding was 0.02 years (August 31, 2018 – 0.59 years). During the year ended August 31, 2019, the Company recognized a gain on revaluation of $351,741 (August 31, 2018 - 286,075) 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, 2019 and 2018 with the following assumptions: August 31, 2019 August 31, 2018 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.78 % 1.47% - 2.04 % Expected stock price volatility 100.00 % 100.00 % Expected life of warrants 0.02 years 0.08 – 2 years |
Risks and Uncertainties
Risks and Uncertainties | 12 Months Ended |
Aug. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Risks and Uncertainties | 11. 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 | 12 Months Ended |
Aug. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Pronouncements | 12. Accounting Pronouncements In April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments”, to introduce amendments which will affect the recognition and measurement of financial instruments, including derivatives and hedging. Only Topic 4 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is evaluating the impact this standard will have on the Company’s financial statements. In March 2019, the FASB issued ASU 2019-01, “Leases (Topic 842)”, to introduce amendments which will affect all lessors that are not manufactures or dealers, and those which are depository and lending entities. The amendments in this update amend Topic 842, and are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently in the process of evaluating the effects of this pronouncement on the consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will be evaluating the impact this standard will have on the Company’s financial statements. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The provision for income taxes differs from that computed at combined corporate tax rate of approximately 26% as follows: Income tax recovery August 31, 2019 August 31, 2018 Net Loss $ (635,045 ) $ (810,825 ) Expected income tax recovery (165,112 ) (199,277 ) Non-deductible differences 232,440 (77,794 ) Other temporary difference (190,840 ) — Change in valuation allowance 123,512 277,071 $ — $ — Deferred tax assets August 31, 2019 August 31, 2018 Non-capital loss carry forwards $ 3,222,279 $ 2,029,000 Other temporary differences 192,660 753,000 Change in valuation allowances (3,414,939 ) (2,782,000 ) $ — $ — Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. A valuation allowance was established based upon management’s inability to determine whether sufficient future profits will be generated. As of August 31, 2019, and 2018 the Company has approximately $11,258,939 and $7,844,000, respectively, of non-capital losses available to offset future taxable income. These losses will expire between 2024 to 2039. |
Contingent Liability
Contingent Liability | 12 Months Ended |
Aug. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liability | 14. Contingent Liability Pursuant to the reverse takeover transaction with TSI, 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 49,851,751 Subco preferred shares currently outstanding. See Note 10. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Aug. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | 15. Subsequent Event The Company’s management has evaluated subsequent events up to November 29, 2019, the date the consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined that there have been events that have occurred that would require a disclosure in the consolidated financial statements. (i) On July 19, 2019, the Company entered into a binding letter of intent (“LOI”) to acquire the shares of Xthetica Inc. (“Xthetica”), a private Ontario corporation in the business of distributing, marketing and selling a variety of medical aesthetics products, for the issuance of 10,000,000 units, which includes one common share and one warrant each. The Company has not yet entered into a binding definitive agreement which will supersede the LOI in its entirety and govern the completion of the transaction. As at August 31, 2019, the Company has advanced $86,519 to Xthetica. Subsequent to August 31, 2019, the Company has advanced or paid expenses on behalf of Xthetica of $108,488 and received amounts of $186,000 from Xthetica. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Aug. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the financial statements of the Company, Tropic Spa International (“TSI”), Notox, 1894632 Ontario Inc. (“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 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, amounts receivable, sales tax receivable, and advances to Xthetica. 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 year ended August 31, 2019. |
Patents | Patents The US Patent is recorded at the value attributed to the shares issued by TSI in connection with its acquisition less accumulated amortization and impairment write-downs. The US Patent was issued on September 29, 2009 and is effective until September 29, 2026. The Australian, Canadian and Chinese Patents are recorded at the application costs incurred less accumulated amortization and impairment write-downs. The Australian Patent was issued on October 16, 2014 and is effective until April 5, 2027. The Canadian Patent was issued on June 21, 2016 and is effective until April 5, 2027. The Chinese Patent was issued on December 28, 2016 and is effective until February 1, 2033. Upon expiration, the patents can be extended subject to certain changes required to secure the extension. Although the effects of obsolescence, demand, competition and other economic factors (such as stability of the industry, technological advances and legislative action that results in an uncertain or changing regulatory environment) can have an adverse effect on the industry and saleability of patented products, management is not currently aware of any known adverse factors that will affect the patents in the future. Costs incurred for patents which are in the process of being completed will be amortized over the life of the patent when the patent is issued. 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. During the year ended August 31, 2017 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. Subsequent to August 31, 2019, the Company was notified that the Canadian, Australian and Chinese patents had lapsed or expired. |
License Agreement | License Agreement The License Agreement is recorded at estimated fair value plus acquisition costs less accumulated amortization and impairment write-downs. 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 | 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 classified as a short-term lease as the length of the lease is only 12 months. Therefore, the Company does not need to apply ASC 842 lease recognition and measurement requirements, and the lease is treated as an operating lease. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, including 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, receivables, 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. The fair value of stock purchase warrants is determined using Level 3 inputs in the Black-Scholes model. |
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. |
Loss per Share - basic and diluted | Loss per Share – basic and diluted The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” loss per share. Basic loss per share includes no dilution and is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding for the year. Diluted loss per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted loss per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at August 31, 2019 and 2018. |
License Agreement, Net (Tables)
License Agreement, Net (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of License Agreement | Pursuant to above, the gross carrying value of the License Agreement is as follows: August 31, 2019 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 562,398 $ 937,333 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 August 31, 2019, amortization expense on the License Agreement for the next five years was expected to be as follows: Amount Year ending: 2020 $ 187,466 2021 187,466 2022 187,466 2023 187,466 2024 187,469 Total $ 937,333 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of: August 31, 2019 August 31, 2018 Trade payables $ 1,193,429 $ 1,412,277 Vendor accruals 779,138 170,414 Accounts payable and accrued liabilities $ 1,972,567 $ 1,582,691 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Equity [Abstract] | |
Schedule of Stock Purchase Warrants | The continuity of Canadian dollar denominated stock purchase warrants for the six months ended August 31, 2019 is as follows: Expiry Date Price August 31, 2017 Issued Exercised August 31, 2018 Issued Expired August 31, 2019 October 31, 2018 $ 0.80 130,000 — (12,500 ) 117,500 — (117,500 ) — The continuity of US dollar denominated stock purchase warrants for the year ended August 31, 2019 is as follows: Expiry Date Price US$ August 31, 2017 Issued August 31, 2018 Exercised* Issued Expired August 31, 2019 September 30, 2018 – Finder 1.40 15,000 — 15,000 — — (15,000 ) — October 31, 2018 0.80 220,770 — 220,770 (6,250 ) — (214,520 ) — November 2, 2018 1.40 400,000 — 400,000 — — (400,000 ) — July 17, 2019 – Finder 1.40 — 5,000 5,000 — — (5,000 ) — September 7, 2019 1.40 — 630,000 630,000 — — — 630,000 635,770 635,000 1,270,770 (6,250 ) — (634,520 ) 630,000 *warrants exercised during the year ended August 31, 2019 have not yet issued shares. |
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, 2019 and 2018 with the following assumptions: August 31, 2019 August 31, 2018 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.78 % 1.47% - 2.04 % Expected stock price volatility 100.00 % 100.00 % Expected life of warrants 0.02 years 0.08 – 2 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Recovery | Income tax recovery August 31, 2019 August 31, 2018 Net Loss $ (635,045 ) $ (810,825 ) Expected income tax recovery (165,112 ) (199,277 ) Non-deductible differences 232,440 (77,794 ) Other temporary difference (190,840 ) — Change in valuation allowance 123,512 277,071 $ — $ — |
Schedule of Deferred Tax Assets | Deferred tax assets August 31, 2019 August 31, 2018 Non-capital loss carry forwards $ 3,222,279 $ 2,029,000 Other temporary differences 192,660 753,000 Change in valuation allowances (3,414,939 ) (2,782,000 ) $ — $ — |
Company Overview and Basis of P
Company Overview and Basis of Presentation (Details Narrative) - CAD ($) | Dec. 27, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | Jun. 13, 2016 |
Accumulated deficit | $ (12,418,531) | $ (11,783,486) | |||
Working capital deficiency | (3,586,763) | (3,203,961) | |||
Stockholders' equity | $ (2,827,020) | $ (2,306,865) | $ (1,986,065) | ||
Notox Bioscience Inc [Member] | |||||
Purpose of acquiring right percentage | 100.00% | ||||
Subco [Member] | |||||
Preferred shares expiration | On December 27, 2018 the expiration date for the preferred shares of 1894632 Ontario Inc. ("Subco"), was extended to December 31, 2020. The initial expiration date was part of amendment to the initial Exchange Agreement signed on February 17, 2015. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - CAD ($) | Dec. 28, 2016 | Jun. 21, 2016 | Oct. 16, 2014 | Sep. 29, 2009 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 |
Written down value of patents | $ 4 | ||||||
Lease Term | 12 months | ||||||
Potentially dilutive shares outstanding | |||||||
License Agreement [Member] | |||||||
Estimate of amortization period | 8 years | ||||||
Patents [Member] | US | |||||||
Patent expiration date | Sep. 29, 2026 | ||||||
Estimates of useful life | 17 years | ||||||
Patents [Member] | AUSTRALIAN | |||||||
Patent expiration date | Apr. 5, 2027 | ||||||
Estimates of useful life | 13 years | ||||||
Patents [Member] | CANADIAN | |||||||
Patent expiration date | Apr. 5, 2027 | ||||||
Estimates of useful life | 11 years | ||||||
Patents [Member] | Chinese Patents | |||||||
Patent expiration date | Feb. 1, 2033 | ||||||
Estimates of useful life | 16 years |
License Agreement, Net (Details
License Agreement, Net (Details Narrative) - CAD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accrued and unreimbursed patenting costs | $ 264,113 | $ 227,707 |
License Agreement, Net - Schedu
License Agreement, Net - Schedule of License Agreement (Details) - CAD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
License Agreement, Gross carrying amount | $ 1,499,731 | $ 1,499,731 |
License Agreement, Accumulated amortization | 562,398 | 374,932 |
License Agreement, Net carrying amount | $ 937,333 | $ 1,124,799 |
License Agreement, Net - Sche_2
License Agreement, Net - Schedule of Amortization Expense on Intangible Assets (Details) - License Agreement [Member] | Aug. 31, 2019CAD ($) |
2020 | $ 187,466 |
2021 | 187,466 |
2022 | 187,466 |
2023 | 187,466 |
2024 | 187,469 |
Total | $ 937,333 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - CAD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
Payables and Accruals [Abstract] | ||
Trade payables | $ 1,193,429 | $ 1,412,277 |
Vendor accruals | 779,138 | 170,414 |
Accounts payable and accrued liabilities | $ 1,972,567 | $ 1,582,691 |
Related Party Transactions an_2
Related Party Transactions and Balances (Details Narrative) - CAD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Consulting fees | $ 108,591 | $ 105,744 |
President [Member] | ||
Advances payable to related parties | $ 232,000 | $ 232,000 |
Unsecured bear interest rate | 3.00% | 3.00% |
Interest payable to related parties | $ 39,498 | $ 32,538 |
Accounts payable and accrued liabilities related parties | 658,022 | 438,935 |
Consulting fees | 159,452 | 159,674 |
Chief Executive Officer [Member] | ||
Advances payable to related parties | 8,609 | 51,000 |
Accounts payable and accrued liabilities related parties | 470,381 | 245,564 |
Consulting fees | 166,132 | 159,674 |
Major Shareholder [Member] | ||
Accounts payable and accrued liabilities related parties | 353,246 | 330,688 |
Consulting fees | 65,481 | |
President and Other Shareholders [Member] | ||
Interest expense | $ 6,960 | $ 13,721 |
Advances from Shareholders (Det
Advances from Shareholders (Details Narrative) - Shareholder [Member] - CAD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Advances payable to shareholders | $ 145,000 | $ 145,000 |
Unsecured bear interest rate | 3.00% | |
Interest expense | $ 4,350 | 3,589 |
Accrued interest payable to shareholders | $ 21,321 | $ 16,971 |
License Assignment Fee and Ac_2
License Assignment Fee and Accrued Interest Payable (Details Narrative) | Oct. 01, 2016USD ($) | Aug. 31, 2019CAD ($) | Aug. 31, 2019USD ($) | Aug. 31, 2019USD ($) | Aug. 31, 2018CAD ($) | Aug. 31, 2018USD ($) |
License assignment fee payable | $ 1,042,561 | $ 882,257 | ||||
Zoran K Corporation [Member] | ||||||
License assignment fee payable and interest payable | $ 1,042,561 | $ 882,257 | ||||
Zoran K Corporation [Member] | USD Currency [Member] | ||||||
License assignment fee payable and interest payable | $ 783,667 | $ 675,800 | ||||
Share Exchange Agreement [Member] | Zoran K Corporation [Member] | ||||||
Debt interest rate | 24.00% | 24.00% | ||||
Interest expense | $ 384,133 | |||||
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 | $ 288,667 |
Commitments (Details Narrative)
Commitments (Details Narrative) | Jun. 13, 2016$ / shares | Jun. 13, 2016USD ($)shares | Aug. 31, 2019CAD ($) | Aug. 31, 2019CAD ($) | Aug. 31, 2018CAD ($) |
Premises lease rental | $ 13,202 | $ 25,918 | |||
Premises Lease [Member] | |||||
Premises lease rental | $ 5,520 | ||||
Consultant [Member] | |||||
Earnings per share | $ / shares | $ 0.05 | ||||
Share issued during period | shares | 1,000,000 | ||||
Consultant [Member] | USD Currency [Member] | |||||
Share issued during period, value | $ 250,000 | ||||
Consulting Agreement [Member] | Consultant [Member] | |||||
Consulting agreement period | 10 years | ||||
Share issued during period | shares | 20,000,000 | ||||
Consulting Agreement [Member] | Consultant [Member] | USD Currency [Member] | |||||
Remuneration | $ 125,000 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) | Jul. 17, 2019CAD ($)$ / sharesshares | Jul. 03, 2019CAD ($)$ / sharesshares | Sep. 21, 2017CAD ($)$ / sharesshares | Aug. 17, 2017CAD ($) | Aug. 24, 2016shares | Jun. 28, 2013shares | Aug. 31, 2019CAD ($)shares | Aug. 31, 2018CAD ($)$ / sharesshares | Sep. 07, 2019$ / sharesshares | Aug. 31, 2019$ / sharesshares | Aug. 31, 2018$ / sharesshares |
Common stock, shares authorized | shares | 300,000,000 | 500,000,000 | 300,000,000 | ||||||||
Common stock, shares issued | shares | 57,532,843 | 57,625,343 | 57,532,843 | ||||||||
Common stock, shares outstanding | shares | 57,532,843 | 57,625,343 | 57,532,843 | ||||||||
Common stock shares issued during period | shares | 10,000 | ||||||||||
Proceeds from issuance of common stock | $ 104,890 | $ 491,041 | |||||||||
Warrants exercise price per share | $ / shares | $ 0.80 | ||||||||||
Proceeds from exercise of warrants | $ 2,551 | ||||||||||
Gross proceeds adjusted to additional paid-in capital | $ 2,581 | ||||||||||
Exercise of warrants shares | shares | 12,500 | ||||||||||
Gain on revaluation of derivative liabilities | $ 351,741 | $ 286,075 | |||||||||
Private Placement [Member] | |||||||||||
Common stock shares issued during period | shares | 80,000 | ||||||||||
Shares issued price per share | $ / shares | $ 1 | ||||||||||
Proceeds from issuance of common stock | $ 104,890 | ||||||||||
Common Stock [Member] | |||||||||||
Common stock shares issued during period | shares | 630,000 | 80,000 | 630,000 | ||||||||
Proceeds from issuance of common stock | $ 830,674 | $ 104,890 | $ 491,041 | ||||||||
Warrant to purchase, shares | shares | 5,000 | ||||||||||
Common stock allocated value | 491,041 | ||||||||||
Share purchase warrants allocated value | $ 339,633 | ||||||||||
Finder's fees | $ 6,435 | ||||||||||
Purchase warrant, value | $ 2,581 | ||||||||||
Gross proceeds adjusted to additional paid-in capital | $ 2,581 | ||||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||||
Warrant to purchase, shares | shares | 1 | ||||||||||
Warrant [Member] | |||||||||||
Common stock shares issued during period | shares | 10,000 | ||||||||||
Shares issued price per share | $ / shares | $ 0.80 | ||||||||||
Proceeds from exercise of warrants | $ 8,000 | ||||||||||
Gross proceeds adjusted to additional paid-in capital | $ 2,049 | ||||||||||
Warrants outstanding of weighted-average remaining contractual life | 0 years | 2 months 1 day | |||||||||
Fair value of stock purchase warrants | $ 1,776 | $ 353,517 | |||||||||
Stock Subscribed in Advance [Member] | Private Placement [Member] | |||||||||||
Proceeds from exercise of warrants | $ 261,692 | ||||||||||
Exercise of warrants shares | shares | 6,250 | ||||||||||
Tropic Spa Inc [Member] | Common Stock [Member] | |||||||||||
Common shares acquired | shares | 21,672,623 | 39,015,439 | 296,500 | ||||||||
Subco [Member] | Preferred Stock [Member] | |||||||||||
Common shares acquired | shares | 10,836,312 | 39,015,439 | |||||||||
Restricted Stock [Member] | |||||||||||
Common stock, shares outstanding | shares | 50,993,270 | ||||||||||
Unrestricted Stock [Member] | |||||||||||
Common stock, shares outstanding | shares | 6,632,073 | ||||||||||
USD Currency [Member] | |||||||||||
Common stock, par share value | $ / shares | $ 0.001 | $ 0.001 | |||||||||
USD Currency [Member] | Common Stock [Member] | |||||||||||
Shares issued price per share | $ / shares | $ 1 | ||||||||||
Warrants exercise price per share | $ / shares | $ 1.40 | ||||||||||
USD Currency [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||||
Warrants exercise price per share | $ / shares | $ 1.40 | ||||||||||
USD Currency [Member] | Warrant [Member] | |||||||||||
Warrants outstanding of weighted-average remaining contractual life | 7 days | 7 months 2 days | |||||||||
USD Currency [Member] | Stock Subscribed in Advance [Member] | Private Placement [Member] | |||||||||||
Proceeds from exercise of warrants | $ 195,000 |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Stock Purchase Warrants (Details) - $ / shares | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 31, 2018 | ||
Stock purchase warrants, beginning | 1,270,770 | 635,770 | |
Stock purchase warrants, exercised | [1] | (6,250) | |
Stock purchase warrants, issued | 635,000 | ||
Stock purchase warrants, expired | (634,520) | ||
Stock purchase warrants, ending | 630,000 | 1,270,770 | |
October 31, 2018 [Member] | |||
Stock purchase warrants price per share | $ 0.80 | ||
Stock purchase warrants, beginning | 117,500 | 130,000 | |
Stock purchase warrants, exercised | (12,500) | ||
Stock purchase warrants, issued | |||
Stock purchase warrants, expired | (117,500) | ||
Stock purchase warrants, ending | 117,500 | ||
October 31, 2018 [Member] | USD Currency [Member] | |||
Stock purchase warrants price per share | $ 0.80 | ||
Stock purchase warrants, beginning | 220,770 | 220,770 | |
Stock purchase warrants, exercised | [1] | (6,250) | |
Stock purchase warrants, issued | |||
Stock purchase warrants, expired | (214,520) | ||
Stock purchase warrants, ending | 220,770 | ||
September 30, 2018 - Finder [Member] | USD Currency [Member] | |||
Stock purchase warrants price per share | $ 1.40 | ||
Stock purchase warrants, beginning | 15,000 | 15,000 | |
Stock purchase warrants, exercised | [1] | ||
Stock purchase warrants, issued | |||
Stock purchase warrants, expired | (15,000) | ||
Stock purchase warrants, ending | 15,000 | ||
November 2, 2018 [Member] | USD Currency [Member] | |||
Stock purchase warrants price per share | $ 1.40 | ||
Stock purchase warrants, beginning | 400,000 | 400,000 | |
Stock purchase warrants, exercised | [1] | ||
Stock purchase warrants, issued | |||
Stock purchase warrants, expired | (400,000) | ||
Stock purchase warrants, ending | 400,000 | ||
July 17, 2019 - Finder [Member] | USD Currency [Member] | |||
Stock purchase warrants price per share | $ 1.40 | ||
Stock purchase warrants, beginning | 5,000 | ||
Stock purchase warrants, exercised | [1] | ||
Stock purchase warrants, issued | |||
Stock purchase warrants, expired | (5,000) | ||
Stock purchase warrants, ending | (220,770) | 5,000 | |
September 7, 2019 | USD Currency [Member] | |||
Stock purchase warrants price per share | $ 1.40 | ||
Stock purchase warrants, beginning | 630,000 | ||
Stock purchase warrants, exercised | [1] | ||
Stock purchase warrants, issued | 630,000 | ||
Stock purchase warrants, expired | |||
Stock purchase warrants, ending | 630,000 | 630,000 | |
[1] | Warrants exercised during the year ended August 31, 2019 have not yet issued shares. |
Stockholders' Deficiency - Sc_2
Stockholders' Deficiency - Schedule of Stock Options Valuation Assumptions (Details) - Warrant [Member] | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 1.78% | |
Expected stock price volatility | 100.00% | 100.00% |
Expected life of warrants | 7 days | |
Minimum [Member] | ||
Risk-free interest rate | 1.47% | |
Expected life of warrants | 29 days | |
Maximum [Member] | ||
Risk-free interest rate | 2.04% | |
Expected life of warrants | 2 years |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - CAD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Corporate income tax rate | 26.00% | |
Non-capital losses carryforward | $ 11,258,939 | $ 7,844,000 |
Operating loss carryforward expiration description | These losses will expire between 2024 to 2039. |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Recovery (Details) - CAD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Net Loss | $ (635,045) | $ (810,825) |
Expected income tax recovery | (165,112) | (199,277) |
Non-deductible differences | 232,440 | (77,794) |
Other temporary difference | (190,840) | |
Change in valuation allowance | 123,512 | 277,071 |
Income tax recovery |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - CAD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Non-capital loss carry forwards | $ 3,222,279 | $ 2,029,000 |
Other temporary differences | 192,660 | 753,000 |
Change in valuation allowances | (3,414,939) | (2,782,000) |
Deferred tax assets |
Contingent Liability (Details N
Contingent Liability (Details Narrative) - shares | Aug. 24, 2016 | Jun. 28, 2013 | Aug. 31, 2019 |
Tropic Spa Inc [Member] | Common Stock [Member] | |||
Common shares acquired | 21,672,623 | 39,015,439 | 296,500 |
Subco [Member] | |||
Preferred stock outstanding | 49,851,751 | ||
Subco [Member] | Preferred Stock [Member] | |||
Common shares acquired | 10,836,312 | 39,015,439 | |
Number of preferred stock for exchange | 148,250 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - CAD ($) | Jul. 19, 2019 | Nov. 29, 2019 | Aug. 31, 2018 | Aug. 31, 2019 |
Issuance of shares | 10,000 | |||
Advances - Xthetica | $ 86,519 | |||
Xthetica Inc [Member] | ||||
Issuance of shares | 10,000,000 | |||
Advances - Xthetica | $ 186,000 | |||
Repayment of related party | $ 108,488 |