Notox Technologies (NTOX) 10-Q 22 Jan 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Nov. 30, 2019	Jan. 21, 2020
Document And Entity Information
Entity Registrant Name	NOTOX TECHNOLOGIES CORP.
Entity Central Index Key	0000844538
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Nov. 30, 2019
Current Fiscal Year End Date	--08-31
Entity Current Reporting Status	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 Common Stock Shares Outstanding		57,625,343
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - CAD ($)	Nov. 30, 2019	Aug. 31, 2019
Current assets:
Cash	$ 9,705	$ 14,843
Amounts receivable	11,322	6,584
Sales tax receivable	101,875	94,726
Prepaid expenses	15,851	20,440
Total current assets	138,753	136,593
Advances - Xthetica (Note 14)	54,048	86,519
Patents, net	4	4
License agreement, net (Note 4)	890,466	937,333
Total assets	1,083,271	1,160,449
Current liabilities:
Accounts payable and accrued liabilities (Note 5)	2,067,675	1,972,567
Advances from related parties/shareholders (Notes 6 and 7)	447,692	444,760
License assignment fee and accrued interest payable (Note 8)	1,104,264	1,042,561
Stock purchase warrants (Note 10)		1,776
Stock subscribed in advance (Note 10)	261,692	261,692
Total current liabilities	3,881,323	3,723,356
Due to the Clinic (Note 4)	271,908	264,113
Total liabilities	4,153,231	3,987,469
Stockholders' deficiency (Note 10):
Common stock	1,133,146	1,133,146
Additional paid-in capital	8,458,365	8,458,365
Accumulated deficit	(12,661,471)	(12,418,531)
Total stockholders' deficiency	(3,069,960)	(2,827,020)
Total liabilities and stockholders' deficiency	$ 1,083,271	$ 1,160,449

Condensed Consolidated Statemen

Condensed Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - CAD ($)	3 Months Ended
	Nov. 30, 2019	Nov. 30, 2018
Production costs:
Amortization - license agreement (Note 4)	$ 46,867	$ 46,867
Patenting costs - the Clinic	7,937	7,813
Total production costs	54,804	54,680
Gross loss	(54,804)	(54,680)
General and administration:
Consulting fees - management (Note 6)	88,251	81,764
Interest on advances from related parties/shareholders (Notes 6 and 7)	2,932	2,820
Interest on license assignment fee payable (Note 8)	62,000	52,900
(Gain)/loss on foreign exchange	(29)	37,758
Office and miscellaneous	6,229	364
Professional fees	15,019	20,480
Rent	1,574	5,250
Travel and entertainment	1,070	1,134
Trust and filing fees	12,866	8,794
Total general and administration	189,912	211,264
Loss before other items and income taxes	(244,716)	(265,944)
Other items:
Gain on revaluation of derivative liabilities (Note 10)	1,776	151,565
Write-down of sales tax receivable		(8,753)
Loss before income taxes	(242,940)	(123,132)
Income taxes
Loss and comprehensive loss	$ (242,940)	$ (123,132)
Loss per share - basic and diluted	$ 0	$ 0
Weighted-average number of shares outstanding - basic and diluted	57,563,463	57,532,843

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - CAD ($)	3 Months Ended
	Nov. 30, 2019	Nov. 30, 2018
Cash Flows From Operating Activities
Loss	$ (242,940)	$ (123,132)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization - license agreement	46,867	46,867
Unrealized foreign exchange on advances from related parties/shareholders		24
Unrealized foreign exchange on license assignment fee payable	(297)	13,406
Unrealized foreign exchange on Interest accrued on license assignment fee payable		4,103
Unrealized foreign exchange and expense on due to Clinic	(142)	4,421
Write-down of receivables		8,753
Interest accrued on advances from related parties/shareholders	2,932	2,820
Interest accrued on license assignment fee payable	62,000	52,900
Gain on revaluation of derivative liabilities	(1,776)	(151,565)
Changes in assets and liabilities:
Amounts receivable	(4,738)	(12,712)
Sales tax receivable	(7,149)
Prepaid expenses	4,589	4,348
Accounts payable and accrued liabilities	95,108	109,146
Due to the Clinic	7,937	7,813
Net cash used in operating activities	(37,609)	(32,808)
Cash Flows From Investing Activities
Receipts from / (Advances to) Xthetica	32,471
Net cash provided by investing activities	32,471
Cash Flows From Financing Activities
Advances from related parties/shareholders, net		27,636
Net cash provided by financing activities		27,636
Decrease in cash during the period	(5,138)	(5,172)
Cash, beginning of period	14,843	5,664
Cash, end of period	9,705	492
Supplementary Cash Flow Information:
Interest paid
Taxes paid

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) - CAD ($)	3 Months Ended
	Nov. 30, 2019	Nov. 30, 2018
Common Stock [Member]
Balance	$ 1,133,146	$ 1,018,256
Balance, shares	57,625,343	57,532,843
Warrants exercised		$ 10,000
Warrants exercised, shares		12,500
Loss
Balance	$ 1,133,146	$ 1,028,256
Balance, shares	57,625,343	57,545,343
Additional Paid-in Capital [Member]
Balance	$ 8,458,365	$ 8,458,365
Warrants exercised
Loss
Balance	8,458,365	8,458,365
Deficit [Member]
Balance	(12,418,531)	(11,783,486)
Warrants exercised
Loss	(242,940)	(123,132)
Balance	(12,661,471)	(11,906,618)
Balance	(2,827,020)	(2,306,865)
Warrants exercised		10,000
Loss	(242,940)	(123,132)
Balance	$ (3,069,960)	$ (2,419,997)

Company Overview and Basis of P

Company Overview and Basis of Presentation	3 Months Ended
	Nov. 30, 2019
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. (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 28, 2013, the Company completed a reverse takeover transaction with Tropic Spa Inc. (“TSI”), a private Ontario corporation that manufactured and sold Home Mist Tanning units that deliver a full-body application. As a result of this transaction, the Company became a holding company operating through TSI. 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 automatic expiration date for the preferred shares of 1894632 Ontario Inc. (“Subco”) issued in connection with the TSI reverse takeover transaction was extended to December 31, 2020. Going Concern As reflected in the accompanying condensed consolidated financial statements, the Company has a deficit of $12,661,471 (August 31, 2019 - $12,418,531) since inception, a working capital deficiency of $3,742,570 (August 31, 2019 - $3,586,763) and a stockholders’ deficiency of $3,069,960 (August 31, 2019 - $2,827,020). 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 condensed 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 accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements and should be read in conjunction with the Company’s audited financial statements for the years ended August 31, 2019 and 2018 and their accompanying notes. The accompanying unaudited condensed consolidated financial statements 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 and results of operations for the interim periods presented have been reflected herein. Operating results for the three months ended November 30, 2019 are not necessarily indicative of the results that may be expected for the year ending August 31, 2020. The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Nov. 30, 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, 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 US 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 . Fair Value of Financial Instruments Carrying values of cash, receivables, accounts payable and accrued liabilities, advances from related parties/shareholders, stock purchase warrants, license assignment fee and accrued interest payable, and stock subscribed in advance approximate fair value because of the short-term nature of these items.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Nov. 30, 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	3 Months Ended
	Nov. 30, 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 on completing an amendment to the License Agreement that would extend the November 30, 2019 deadline referenced above, based on the clear development milestones and schedule to be agreed upon not later than March 31, 2020. As of November 30, 2019, all accrued and unreimbursed patenting costs totaled $271,908 (August 31, 2019 - $264,113). 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: November 30, 2019 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 609,265 $ 890,466 August 31, 2019 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 562,398 $ 937,333 As of November 30, 2019, amortization expense on the License Agreement for the next five years was expected to be as follows: Amount Year ending: 2020 $ 140,599 2021 187,466 2022 187,466 2023 187,466 2024 187,469 Total $ 890,466

Accounts Payable and Accrued Li

Accounts Payable and Accrued Liabilities	3 Months Ended
	Nov. 30, 2019
Payables and Accruals [Abstract]
Accounts Payable and Accrued Liabilities	5. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of: November 30, 2019 August 31, 2019 Trade payables $ 1,281,300 $ 1,193,429 Vendor accruals 786,375 779,138 Accounts payable and accrued liabilities $ 2,067,675 $ 1,972,567

Related Party Transactions and

Related Party Transactions and Balances	3 Months Ended
	Nov. 30, 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 condensed consolidated financial statements, related party transactions are as follows: a) Related party balances Advances from related parties include: ● At November 30, 2019, the Company owed $232,000 (August 31, 2019 - $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 $41,233 at November 30, 2019 (August 31, 2019 - $39,498). ● At November 30, 2019, the Company is owed $8,609 (August 31, 2019 – $8,609) 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 November 30, 2019, the Company owed $1,571,408 (August 31, 2019 - $1,481,649) in consulting fees to companies controlled by the President, CEO, and a major shareholder. b) Related party transactions During the three months ended November 30, 2018, the Company had the following transactions with related parties: ● The CEO of the Company advanced $27,636 during the three months ended November 30, 2018. These advances are unsecured, bear no interest and have no repayment terms. During the three months ended November 30, 2019, the Company had the following transactions with related parties: ● Consulting fees expense of $88,251 (November 30, 2018 - $81,764) in connection with services provided by the companies controlled by the President, and CEO. ● Interest expense of $1,735 (November 30, 2018 - $1,735) in connection with advances owing to the President and other shareholders of the Company.

Advances from Shareholders

Advances from Shareholders	3 Months Ended
	Nov. 30, 2019
Related Party Transactions [Abstract]
Advances from Shareholders	7. Advances from Shareholders Advances payable to shareholders totaled $160,000 at November 30, 2019 (August 31, 2019 - $160,000). These advances are unsecured and bear interest at 3% per annum, with no specific repayment terms. As at November 30, 2019 accrued interest payable to shareholders totaled $23,068 (August 31, 2019 - $21,871).

License Assignment Fee and Accr

License Assignment Fee and Accrued Interest Payable	3 Months Ended
	Nov. 30, 2019
Finite-Lived Intangible Assets, Net [Abstract]
License Assignment Fee and Accrued Interest Payable	8. License Assignment Fee and Accrued Interest Payable Pursuant to an amendment to the Share Exchange Agreement between the Company, Notox and the shareholders of Notox, the Company is required to 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$335,558 ($446,133) was accrued on the balance payable as at November 30, 2019. At November 30, 2019, the balance of the license assignment fee payable and interest payable to ZKC was US$830,558 ($1,104,264) (August 31, 2019 - US$783,667 ($1,042,561)). See Note 4.

Commitments

Commitments	3 Months Ended
	Nov. 30, 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, the principal of 1040614, performed 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. The Company renewed its premises lease for another year during the previous fiscal year on April 1, 2019 for $5,520 plus HST per annum for a period of twelve months. The remaining rent payments total $1,840 plus HST as at November 30, 2019

Stockholders' Deficiency

Stockholders' Deficiency	3 Months Ended
	Nov. 30, 2019
Equity [Abstract]
Stockholders' Deficiency	10. Stockholders’ Deficiency Authorized stock As at November 30, 2019, the Company was authorized to issue 500,000,000 (August 31, 2019 - 500,000,000) 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 November 30, 2019, the Company had 57,625,343 shares of common stock legally issued and outstanding (August 31, 2019 - 57,625,343). 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 November 30, 2019 and August 31, 2019, 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, 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. During the three months ended November 30, 2019, the Company did not complete any common stock transactions. Stock subscribed in advance During the previous 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 during the three months ended November 30, 2019 and have therefore remained classified as a liability. Stock Purchase Warrants The continuity of Canadian dollar denominated stock purchase warrants for the three months ended November 30, 2019 is as follows: Expiry Date Price August 31, Issued Expired August 31, Issued Expired November 30, 2019 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, 2019 is as follows: Expiry Date Price US$ August 31, Exercised Issued Expired August 31, 2019 Expired November 30, September 30, 2018 – Finder 1.40 15,000 — — (15,000 ) — — October 31, 2018 0.80 220,770 (6,250 ) — (214,520 ) — — November 2, 2018 1.40 400,000 — — (400,000 ) — — July 17, 2019 – Finder 1.40 5,000 — — (5,000 ) — — September 7, 2019 1.40 630,000 — — — 630,000 (630,000 ) — 1,270,770 (6,250 ) — (634,520 ) 630,000 (630,000 ) — * The shares of common stock underlying the warrants exercised during the previous year ended August 31, 2019 have not been issued as at November 30, 2019. At November 30, 2019, the stock purchase warrants were fair valued at $nil (August 31, 2019 - $1,776) and the weighted-average remaining contractual life of US dollar warrants outstanding was 0.00 years (August 31, 2019 - 0.02 years). The Company used the Black-Scholes Option Pricing Model to determine the fair values of unit warrants and finder’s warrants issued pursuant to private placements during the three months ended November 30, 2019 and the year ended August 31, 2019 with the following assumptions: November 30, 2019 August 31, 2019 Expected dividend yield — 0.00 % Risk-free interest rate — 1.78 % Expected stock price volatility — 100.00 % Expected life of warrants — 0.02 years

Risks and Uncertainties

Risks and Uncertainties	3 Months Ended
	Nov. 30, 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	3 Months Ended
	Nov. 30, 2019
Accounting Changes and Error Corrections [Abstract]
Accounting Pronouncements	12. Accounting Pronouncements In November 2019, the FASB issued ASU 2019-10, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 842, Leases”, to introduce amendments which will affect the effective dates of the above-noted Topics. The Company will be evaluating the impact this standard will have on the Company’s financial statements. 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 condensed 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.

Contingent Liability

Contingent Liability	3 Months Ended
	Nov. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Contingent Liability	13. 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	3 Months Ended
	Nov. 30, 2019
Subsequent Events [Abstract]
Subsequent Event	14. Subsequent Event The Company’s management has evaluated subsequent events up to January 21, 2020, the filing date of the condensed consolidated financial statements, 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 condensed consolidated financial statements. On December 1, 2019, the Company entered into an option and put agreement (the “Definitive Agreement”) with Xthetica Inc. (“NewCo”), a newly incorporated Nevada corporation, and the sole shareholder of NewCo (the “NewCo Shareholder”) pursuant to which the NewCo Shareholder granted the Company the sole and exclusive right and option to purchase all of the issued and outstanding capital stock of NewCo (the “NewCo Stock”) in exchange for the issuance of an aggregate of up to 10,000,000 shares of the Company’s common stock and warrants to purchase up to 10,000,000 shares of the Company’s common stock. The option is exercisable by the Company in tranches over a period of three years beginning on January 1, 2021. Each share issued upon the exercise of an option will be issued at a deemed price per share equal to the value of the Company’s common stock on the OTCQB (or such other stock exchange or quotation medium on which the shares are then trading) on the date of issuance, while each warrant issued upon the exercise of an option will be exercisable into one share of the Company’s common stock at a price of US$1.40 per share for a period of three years from the date of issuance, subject to standard adjustments for stock splits, stock dividends and the like. Pursuant to the Definitive Agreement, the Company granted the NewCo Shareholder a corresponding series of put rights covering the NewCo Stock, also exercisable in tranches over a period of three years beginning on January 1, 2021. Each put right allows the NewCo Shareholder to cause the Company to purchase up to a certain number of shares of NewCo Stock in exchange for the issuance of a certain number of shares of the Company’s common stock plus warrants to purchase shares of the Company’s stock on the same terms as described above. Importantly, the exercise of each put right is subject to Xthetica Canada Inc. (“Xthetica CA”), a newly incorporated Canadian federal corporation and subsidiary of the Company, achieving certain EBITDA milestones in each of its financial years, as reflected in the audited financial statements of Xthetica CA. Assuming the full exercise of the option or put rights, of which there is no guarantee, NewCo will become a wholly owned subsidiary of the Company. To date, no option or put rights have been exercised. Concurrently with the execution of the Definitive Agreement, the Company, through Xthetica CA, entered into an assignment agreement dated December 1, 2019. Pursuant to this agreement, Xthetica Inc., an Ontario corporation, assigned all of its rights, title and interest in and to certain of its assets to Xthetica CA. Management is currently in the process of analyzing in detail the accounting implications of the above agreements in the light of ASC 805 (Business Combination) and will account for the transaction accordingly in the next quarter.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Nov. 30, 2019
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 US 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 .
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, stock purchase warrants, license assignment fee and accrued interest payable, and stock subscribed in advance approximate fair value because of the short-term nature of these items.

License Agreement, Net (Tables)

License Agreement, Net (Tables)	3 Months Ended
	Nov. 30, 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: November 30, 2019 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 609,265 $ 890,466 August 31, 2019 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 562,398 $ 937,333
Schedule of Amortization Expense on Intangible Assets	As of November 30, 2019, amortization expense on the License Agreement for the next five years was expected to be as follows: Amount Year ending: 2020 $ 140,599 2021 187,466 2022 187,466 2023 187,466 2024 187,469 Total $ 890,466

Accounts Payable and Accrued _2

Accounts Payable and Accrued Liabilities (Tables)	3 Months Ended
	Nov. 30, 2019
Payables and Accruals [Abstract]
Schedule of Accounts Payable and Accrued Liabilities	Accounts payable and accrued liabilities consisted of: November 30, 2019 August 31, 2019 Trade payables $ 1,281,300 $ 1,193,429 Vendor accruals 786,375 779,138 Accounts payable and accrued liabilities $ 2,067,675 $ 1,972,567

Stockholders' Deficiency (Table

Stockholders' Deficiency (Tables)	3 Months Ended
	Nov. 30, 2019
Equity [Abstract]
Schedule of Stock Purchase Warrants	The continuity of Canadian dollar denominated stock purchase warrants for the three months ended November 30, 2019 is as follows: Expiry Date Price August 31, Issued Expired August 31, Issued Expired November 30, 2019 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, 2019 is as follows: Expiry Date Price US$ August 31, Exercised Issued Expired August 31, 2019 Expired November 30, September 30, 2018 – Finder 1.40 15,000 — — (15,000 ) — — October 31, 2018 0.80 220,770 (6,250 ) — (214,520 ) — — November 2, 2018 1.40 400,000 — — (400,000 ) — — July 17, 2019 – Finder 1.40 5,000 — — (5,000 ) — — September 7, 2019 1.40 630,000 — — — 630,000 (630,000 ) — 1,270,770 (6,250 ) — (634,520 ) 630,000 (630,000 ) — * The shares of common stock underlying the warrants exercised during the previous year ended August 31, 2019 have not been issued as at November 30, 2019.
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 three months ended November 30, 2019 and the year ended August 31, 2019 with the following assumptions: November 30, 2019 August 31, 2019 Expected dividend yield — 0.00 % Risk-free interest rate — 1.78 % Expected stock price volatility — 100.00 % Expected life of warrants — 0.02 years

Company Overview and Basis of_2

Company Overview and Basis of Presentation (Details Narrative) - CAD ($)	Dec. 27, 2018	Nov. 30, 2019	Aug. 31, 2019	Nov. 30, 2018	Aug. 31, 2018	Jun. 13, 2016
Accumulated deficit		$ (12,661,471)	$ (12,418,531)
Working capital deficiency		(3,742,570)	(3,586,763)
Stockholders' equity		$ (3,069,960)	$ (2,827,020)	$ (2,419,997)	$ (2,306,865)
Notox Bioscience Inc [Member]
Purpose of acquiring right percentage						100.00%
Subco [Member]
Preferred shares expiration	On December 27, 2018, the automatic expiration date for the preferred shares of 1894632 Ontario Inc. ("Subco") issued in connection with the TSI reverse takeover transaction was extended to December 31, 2020.

License Agreement, Net (Details

License Agreement, Net (Details Narrative) - CAD ($)	Nov. 30, 2019	Aug. 31, 2019
Finite-Lived Intangible Assets, Net [Abstract]
Accrued and unreimbursed patenting costs	$ 271,908	$ 264,113

License Agreement, Net - Schedu

License Agreement, Net - Schedule of License Agreement (Details) - License Agreement [Member] - CAD ($)	Nov. 30, 2019	Aug. 31, 2019
Gross carrying amount	$ 1,499,731	$ 1,499,731
Accumulated amortization	609,265	562,398
Net carrying amount	$ 890,466	$ 937,333

License Agreement, Net - Sche_2

License Agreement, Net - Schedule of Amortization Expense on Intangible Assets (Details) - License Agreement [Member] - CAD ($)	Nov. 30, 2019	Aug. 31, 2019
2020	$ 140,599
2021	187,466
2022	187,466
2023	187,466
2024	187,469
Total	$ 890,466	$ 937,333

Accounts Payable and Accrued _3

Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - CAD ($)	Nov. 30, 2019	Aug. 31, 2019
Payables and Accruals [Abstract]
Trade payables	$ 1,281,300	$ 1,193,429
Vendor accruals	786,375	779,138
Accounts payable and accrued liabilities	$ 2,067,675	$ 1,972,567

Related Party Transactions an_2

Related Party Transactions and Balances (Details Narrative) - CAD ($)	3 Months Ended
	Nov. 30, 2019	Nov. 30, 2018	Aug. 31, 2019
Consulting fees	$ 15,019	$ 20,480
Interest expense	2,932	2,820
President [Member]
Advances payable to related party balance	$ 232,000		$ 232,000
Unsecured bear interest rate	3.00%		3.00%
Accrued interest payable to related parties	$ 41,233		$ 39,498
Chief Executive Officer [Member]
Advances payable to related party balance	8,609		8,609
Advances from related party		27,636
President, CEO and Major Shareholder [Member]
Accounts payable and accrued liabilities related parties	1,571,408		$ 1,481,649
President and CEO [Member]
Consulting fees	88,251	81,764
President and Other Shareholders [Member]
Interest expense	$ 1,735	$ 1,735

Advances from Shareholders (Det

Advances from Shareholders (Details Narrative) - Shareholder [Member] - CAD ($)	Nov. 30, 2019	Aug. 31, 2019
Advances payable to shareholders	$ 160,000	$ 160,000
Unsecured bear interest rate	3.00%	3.00%
Accrued interest payable to shareholders	$ 23,068	$ 21,871

License Assignment Fee and Ac_2

License Assignment Fee and Accrued Interest Payable (Details Narrative)	Oct. 01, 2016USD ($)	Nov. 30, 2019USD ($)	Nov. 30, 2018CAD ($)	Nov. 30, 2019CAD ($)	Nov. 30, 2019USD ($)	Aug. 31, 2019CAD ($)	Aug. 31, 2019USD ($)
License assignment fee payable				$ 1,104,264		$ 1,042,561
Zoran K Corporation [Member]
License assignment fee payable and interest payable				$ 1,104,264		$ 1,042,561
Zoran K Corporation [Member] | USD Currency [Member]
License assignment fee payable and interest payable					$ 830,558		$ 783,667
Share Exchange Agreement [Member] | Zoran K Corporation [Member]
Debt interest rate				24.00%	24.00%
Interest expense			$ 446,133
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		$ 335,558

Commitments (Details Narrative)

Commitments (Details Narrative)	Jun. 13, 2016$ / shares	Jun. 13, 2016USD ($)shares	Nov. 30, 2019CAD ($)	Nov. 30, 2018CAD ($)	Aug. 31, 2019CAD ($)
Premises lease rental			$ 1,574	$ 5,250
Premises Lease [Member]
Premises lease rental			$ 1,840		$ 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
Consultant [Member] | Consulting Agreement [Member]
Consulting agreement period		10 years
Share issued during period | shares		20,000,000
Consultant [Member] | Consulting Agreement [Member] | USD Currency [Member]
Remuneration		$ 125,000

Stockholders' Deficiency (Detai

Stockholders' Deficiency (Details Narrative)	Jul. 03, 2019CAD ($)$ / sharesshares	Aug. 24, 2016shares	Jun. 28, 2013shares	Nov. 30, 2019CAD ($)	Aug. 31, 2019CAD ($)shares	Aug. 31, 2019USD ($)$ / sharesshares	Aug. 31, 2018CAD ($)$ / sharesshares	Nov. 30, 2019$ / sharesshares	Oct. 09, 2018shares
Common stock, shares authorized						500,000,000		500,000,000
Common stock, shares issued						57,625,343		57,625,343
Common stock, shares outstanding						57,625,343		57,625,343
Proceeds from issuance of common stock | $							$ 10,000
Exercise of warrants shares							12,500
Warrants exercise price per share | $ / shares							$ 0.80
Private Placement [Member]
Proceeds from issuance of common stock | $	$ 104,890
Common stock shares issued during period	80,000
Shares issued price per share | $ / shares	$ 1
Stock Subscribed in Advance [Member] | Private Placement [Member]
Exercise of warrants shares					6,250	6,250
Proceeds from exercise of warrants | $					$ 261,692
Warrant [Member]
Fair value of stock purchase warrants | $					$ 1,776
Warrants outstanding of weighted-average remaining contractual life				0 years	7 days	7 days
Tropic International Inc. [Member]
Common stock, shares authorized									500,000,000
Tropic Spa Inc [Member] | Common Stock [Member]
Common shares acquired		21,672,623	39,015,439
Subco [Member] | Preferred Stock [Member]
Common shares acquired		10,836,312	39,015,439
USD Currency [Member]
Common stock, par share value | $ / shares						$ 0.001		$ 0.001
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)	3 Months Ended	12 Months Ended
	Nov. 30, 2019shares	Aug. 31, 2019shares	Aug. 31, 2018$ / shares	Aug. 31, 2018$ / shares
Stock purchase warrants, beginning	630,000	1,270,770
Stock purchase warrants, exercised		(6,250)
Stock purchase warrants, issued
Stock purchase warrants, expired	(630,000)	(634,520)
Stock purchase warrants, ending		630,000
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, exercised		(6,250)
Stock purchase warrants, issued
Stock purchase warrants, expired		(214,520)
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, exercised
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, exercised
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, exercised
Stock purchase warrants, issued
Stock purchase warrants, expired		(5,000)
Stock purchase warrants, ending
September 7, 2019 | USD Currency [Member]
Stock purchase warrants price per share | $ / shares				$ 1.40
Stock purchase warrants, beginning	630,000	630,000
Stock purchase warrants, exercised
Stock purchase warrants, issued
Stock purchase warrants, expired	(630,000)
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, 2019	Aug. 31, 2019
Expected dividend yield		0.00%
Risk-free interest rate		1.78%
Expected stock price volatility		100.00%
Expected life of warrants		7 days

Contingent Liability (Details N

Contingent Liability (Details Narrative) - shares	Aug. 24, 2016	Jun. 28, 2013	Nov. 30, 2019
Tropic Spa Inc [Member] | Common Stock [Member]
Common shares acquired	21,672,623	39,015,439
Tropic Spa Inc [Member] | Common Stock [Member] | Maximum [Member]
Common shares acquired			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) - Subsequent Event [Member] - Definitive Agreement [Member]	Dec. 01, 2019shares
Common stock description	Each warrant issued upon the exercise of an option will be exercisable into one share of the Company's common stock at a price of US$1.40 per share for a period of three years from the date of issuance, subject to standard adjustments for stock splits, stock dividends and the like.
Xthetica Inc. [Member]
Option exercisable term	3 years
Option exercisable description	The option is exercisable by the Company in tranches over a period of three years beginning on January 1, 2021.
Xthetica Inc. [Member] | Common Stock [Member] | Maximum [Member]
Issuance of common stock shares	10,000,000
Xthetica Inc. [Member] | Warrant [Member] | Maximum [Member]
Warrants to purchase shares	10,000,000