Notox Technologies (NTOX) 10-Q 20 Jul 20 2020 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	May 31, 2020	Jul. 20, 2020
Cover [Abstract]
Entity Registrant Name	NOTOX TECHNOLOGIES CORP.
Entity Central Index Key	0000844538
Document Type	10-Q
Amendment Flag	false
Document Period End Date	May 31, 2020
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		57,821,593
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - CAD ($)	May 31, 2020	Aug. 31, 2019
Current assets:
Cash	$ 82,815	$ 14,843
Amounts receivable	304,279	6,584
Inventory	1,104,626
Sales tax receivable	112,932	94,726
Prepaid expenses	5,402	20,440
Total current assets	1,610,054	136,593
Advances to Xthetica		86,519
Office equipment	6,710
Patents	4	4
License agreement (Note 4)	796,730	937,333
Intangible assets (Note 5)	1,630,281
Goodwill (Note 5)	186,147
Total assets	4,229,926	1,160,449
Current liabilities:
Accounts payable and accrued liabilities (Note 6)	3,136,956	1,972,567
Advances from related parties/shareholders (Note 7 and 8)	419,044	444,760
License assignment fee and accrued interest payable (Note 9)	1,274,325	1,042,561
Stock purchase warrants (Note 11)	80,539	1,776
Stock subscribed in advance (Note 11)		261,692
Total current liabilities	4,910,864	3,723,356
Deferred tax liability (Note 5)	423,873
Due to the Clinic (Note 4)	282,098	264,113
Total liabilities	5,616,835	3,987,469
Stockholders' deficiency (Note 11):
Common stock	1,306,500	1,133,146
Additional paid-in capital	8,458,365	8,458,365
Purchase consideration (Note 5)	2,543,323
Deficit accumulated during the development stage	(13,695,097)	(12,418,531)
Total stockholders' deficiency	(1,386,909)	(2,827,020)
Total liabilities and stockholders' deficiency	$ 4,229,926	$ 1,160,449

Condensed Consolidated Statemen

Condensed Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - CAD ($)	3 Months Ended		9 Months Ended
	May 31, 2020	May 31, 2019	May 31, 2020	May 31, 2019
Revenue:
Sales	$ 179,085		$ 1,182,265
Production costs:
COGS	79,838		540,051
Amortization - licence agreement (Note 4)	46,868	46,867	140,603	140,600
Royalty			46,073
Patenting costs - the Clinic			7,937	7,813
Total production costs	126,706	46,867	734,664	148,413
Gross margin	52,379	(46,867)	447,601	(148,413)
General and administration:
Consulting fees - management (Note 7)	183,514	5,876	397,821	87,875
Salaries and benefits	74,027		291,592
Amortization - intangible assets (Note 5)	85,805		176,125
Interest on advances from related parties/shareholders (Note 7 and 8)	2,951	3,078	8,814	9,035
Interest on license assignment fee payable (Note 9)	83,600	53,602	207,410	160,097
Advertising and promotion	(631)		75,755	124
Foreign exchange loss	82,871	23,053	91,756	286,189
Office and miscellaneous	111,981	421	284,218	1,234
Professional fees	10,850	51,220	95,758	83,554
Taxes	5,327		17,927
Rent	8,213	1,042	18,491	11,822
Travel and entertainment	2,986	518	51,998	2,087
Trust and filing fees	5,177	8,549	38,386	23,528
Total general and administration	656,671	147,359	1,756,051	665,545
Loss before other item and income taxes	(604,292)	(194,226)	(1,308,450)	(813,958)
Other items:
Other income				2,800
Gain on revaluation of derivative liabilities (Note 11)	7,132	84,164	9,575	130,247
Gain on expiry of warrants				109,808
Discount received				4,172
Write-off of amount receivable				(8,752)
Loss before income taxes	(597,160)	(110,062)	(1,298,875)	(575,683)
Income taxes
Deferred tax recovery	22,309		22,309
Net loss and comprehensive loss	$ (574,851)	$ (110,062)	$ (1,276,566)	$ (575,683)
Loss per share - basic and diluted	$ (0.01)	$ 0	$ (0.02)	$ (0.01)
Weighted-average number of shares outstanding - basic and diluted	57,821,593	57,545,343	57,717,358	57,541,314

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - CAD ($)	3 Months Ended		9 Months Ended
	May 31, 2020	May 31, 2019	May 31, 2020	May 31, 2019
Cash Flows From Operating Activities
Net loss for the period	$ (574,851)	$ (110,062)	$ (1,276,566)	$ (575,683)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization - intangible assets	85,805		176,125
Amortization - license agreement	46,868	46,867	140,603	140,600
Unrealized foreign exchange on license assignment fee payable			41,615	189,925
Unrealized foreign exchange and expense on due to Clinic				16,311
Write-down of receivables				8,752
Interest accrued on advances from related parties/shareholders	2,951	3,078	8,814	9,035
Interest accrued on license assignment fee payable	83,600	53,602	207,410	160,097
Discount received and other income				(8,755)
Gain on revaluation of derivative liabilities	(7,132)	(84,164)	(9,575)	(130,247)
Gain on expiration of warrants				(109,808)
Deferred tax recovery	(22,309)		(22,309)
Changes in assets and liabilities:
Amounts receivable			225,317	(6,062)
Inventory			(98,077)
Sales tax receivable			(18,206)
Prepaid expenses			15,038	13,976
Accounts payable and accrued liabilities			617,975	332,306
Due to the Clinic			17,985
Net cash provided by (used in) operating activities			26,587	(128,683)
Cash Flows From Investing Activities
Purchase of office equipment			(6,710)
Cash acquired from business combination			82,625
Net cash provided by investing activities			75,915
Cash Flows From Financing Activities
Proceeds from private placements				364,934
Advances from related parties/shareholders, net			(34,530)	(35,713)
Net cash (used in) provided by financing activities			(34,530)	329,221
Increase in cash during the period			67,972	200,538
Cash, beginning of period			14,843	5,664
Cash, end of period	$ 82,815	$ 206,202	82,815	206,202
Non-cash information
Issuance of shares for subscription received in advance			261,692
Warrants at a fair value			$ 88,338

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) - CAD ($)	3 Months Ended						9 Months Ended
	May 31, 2020	Feb. 29, 2020	Nov. 30, 2019	May 31, 2019	Feb. 28, 2019	Nov. 30, 2018	May 31, 2020	May 31, 2019
Common Stock [Member]
Balance	$ 1,306,500	$ 1,133,146	$ 1,133,146	$ 1,028,256	$ 1,028,256	$ 1,018,256	$ 1,133,146	$ 1,018,256
Balance, shares	57,821,593	57,625,343	57,625,343	57,545,343	57,545,343	57,532,843	57,625,343	57,532,843
Warrants exercised						$ 10,000
Warrants exercised, shares						12,500
Shares issued		$ 261,692
Shares issued, shares		196,250
Gross Proceeds from private placements of shares to be issued
Reclassification of proceeds from private placements to stock purchase warrants
Warrants issued (Note 11)		$ (88,338)
Warrants issued (Note 11), shares
Purchase consideration (Note 5)
Net loss
Balance	$ 1,306,500	$ 1,306,500	$ 1,133,146	$ 1,028,256	$ 1,028,256	$ 1,028,256	$ 1,306,500	$ 1,028,256
Balance, shares	57,821,593	57,821,593	57,625,343	57,545,343	57,545,343	57,545,343	57,821,593	57,545,343
Shares to be issued
Balance				$ 109,890
Warrants exercised
Shares issued					109,890
Gross Proceeds from private placements of shares to be issued				255,044
Reclassification of proceeds from private placements to stock purchase warrants				(110,478)
Warrants issued (Note 11)
Purchase consideration (Note 5)
Net loss
Balance				254,456	109,890			254,456
Purchase consideration
Balance	2,543,323
Warrants exercised
Shares issued
Gross Proceeds from private placements of shares to be issued
Reclassification of proceeds from private placements to stock purchase warrants
Warrants issued (Note 11)
Purchase consideration (Note 5)		2,543,323
Net loss
Balance	2,543,323	2,543,323					2,543,323
Additional Paid-in Capital [Member]
Balance	8,458,365	8,458,365	8,458,365	8,458,365	8,458,365	8,458,365	8,458,365	8,458,365
Warrants exercised
Shares issued
Gross Proceeds from private placements of shares to be issued
Reclassification of proceeds from private placements to stock purchase warrants
Warrants issued (Note 11)
Purchase consideration (Note 5)
Net loss
Balance	8,458,365	8,458,365	8,458,365	8,458,365	8,458,365	8,458,365	8,458,365	8,458,365
Accumulated deficit [Member]
Balance	(13,120,246)	(12,661,471)	(12,418,531)	(12,249,107)	(11,906,617)	(11,783,486)	(12,418,531)	(11,783,486)
Warrants exercised
Shares issued
Gross Proceeds from private placements of shares to be issued
Reclassification of proceeds from private placements to stock purchase warrants
Warrants issued (Note 11)
Purchase consideration (Note 5)
Net loss	(574,851)	(458,775)	(242,940)	(110,062)	(342,490)	(123,131)
Balance	(13,695,097)	(13,120,246)	(12,661,471)	(12,359,169)	(12,249,107)	(11,906,617)	(13,695,097)	(12,359,169)
Balance	(812,058)	(3,069,960)	(2,827,020)	(2,652,596)	(2,419,996)	(2,306,865)	$ (2,827,020)	(2,306,865)
Warrants exercised						10,000
Shares issued		261,692			109,890
Shares issued, shares							150,000
Gross Proceeds from private placements of shares to be issued				255,044
Reclassification of proceeds from private placements to stock purchase warrants				(110,478)
Warrants issued (Note 11)		(88,338)
Purchase consideration (Note 5)		2,543,323
Net loss	(574,851)	(458,775)	(242,940)	(110,062)	(342,490)	(123,131)	$ (1,276,566)	(575,683)
Balance	$ (1,386,909)	$ (812,058)	$ (3,069,960)	$ (2,618,092)	$ (2,652,596)	$ (2,419,996)	$ (1,386,909)	$ (2,618,092)

Company Overview and Basis of P

Company Overview and Basis of Presentation	9 Months Ended
	May 31, 2020
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. 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. 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. Concurrent with the execution of the Definitive Agreement the Company entered into an assignment agreement (the “Assignment Agreement”) with Xthetica, Inc., an Ontario corporation owned by the NewCo Shareholder (the “Assignor”), pursuant to which the Assignor assigned all of its rights, title and interest in and to certain of its assets to Xthetica CA. The accompanying condensed consolidated financial statements also include the financial statements of Xthetica CA since the acquisition date. Please refer to Note 5 for further details. Going Concern As reflected in the accompanying condensed consolidated financial statements, the Company has a deficit of $13,695,097 (August 31, 2019 - $12,418,531) since inception, a working capital deficiency of $3,300,810 (August 31, 2019 - $3,586,763) and a stockholders’ deficiency of $1,386,909 (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. On March 11, 2020, the World Health Organization declared the ongoing COVID-19 outbreak as a global health emergency. The outbreak of the novel strain of coronavirus identified as COVID-19 has resulted in a widespread health crisis that has affected economies and financial markets around the world. The full impact of the COVID-19 pandemic continues to evolve. Management is actively monitoring the global situation and its effects on the sector and the Company’s financial position and operations. As at May 31, 2020, the Company was still assessing the potential risks and uncertainties arising from COVID-19, which will be accounted for when reliable estimates become available. Actual effects will depend on many factors beyond the control and knowledge of management. 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 nine months ended May 31, 2020 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	9 Months Ended
	May 31, 2020
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, 1894631 Ontario Inc. and Xthetica CA, 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, due to the clinic and stock subscribed in advance approximate fair value because of the short-term nature of these items. Business Combination Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The Company measures goodwill as the fair value of the consideration transferred, including the recognized amount of any non-controlling interest in the acquiree, less the net recognized amount of the identifiable assets and liabilities assumed, all measured as of the acquisition date. The Company determined the fair value of the consideration based on the fair value of the net assets acquired. Transaction costs, other than those associated with the issue of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Intangible Assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, definite-life intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are recognized in profit or loss as incurred. Intangible assets have been amortized based on the useful life as below: Patents - 8 years; and Trademarks, License Agreement and customer base - 5 years 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. The Company’s only financial instrument that is classified as Level 1 is cash. The fair value of the other financial assets and liabilities approximate their carrying value due to the short-term nature of the instruments. Due to the clinic’s fair value approximates its carrying amount as amounts are accrued.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	May 31, 2020
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. The Company’s only financial instrument that is classified as Level 1 is cash. The fair value of the other financial assets and liabilities approximate their carrying value due to the short-term nature of the instruments. Due to the clinic’s fair value approximates its carrying amount as amounts are accrued.

License Agreement, Net

License Agreement, Net	9 Months Ended
	May 31, 2020
Finite-Lived Intangible Assets, Net [Abstract]
License Agreement, Net	4. License Agreement, Net Under the License Agreement, Notox has 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. However, due to the disruption brought by COVID-19 pandemic, Notox is still under discussion with the Clinic for further extension of the deadline. As of May 31, 2020, all accrued and unreimbursed patenting costs totaled $282,098 (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: May 31, 2020 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 703,001 $ 796,730 August 31, 2019 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 562,398 $ 937,333 As of May 31, 2020, amortization expense on the License Agreement for the next five years was expected to be as follows: Amount Year ending: 2020 $ 46,866 2021 187,466 2022 187,466 2023 187,466 2024 187,466 Total $ 796,730

Business Combination

Business Combination	9 Months Ended
	May 31, 2020
Business Combinations [Abstract]
Business Combination	5. Business Combination On December 1, 2019, the Company entered into the Definitive Agreement with NewCo and the NewCo Shareholder, and concurrently, Xthetica CA entered into the Assignment Agreement with the Assignor (Note 1). The transaction was accounted for as a business combination, as the group of assets of the Assignor met the definition of a business. No transaction costs were incurred and expensed as a result of the acquisition. On completion of the business combination, the Company determined the fair value of the consideration based on the fair value of the net assets acquired. Due to the timing of the acquisition, the fair values assigned to the net assets acquired are preliminary and may be revised by the Company within 12 months from the date of acquisition as additional information is received. The fair value of identifiable assets acquired and liabilities assumed as at the acquisition date are as follows: $ Purchase Consideration Option and put agreement 2,543,323 Assets acquired and liabilities assumed : Cash 82,625 Accounts receivable 523,012 Inventory 1,006,549 Assembled workforce (Goodwill) 186,147 Trademarks 395,941 Licence agreements 888,307 Customer base 522,158 Accounts payable and accrued liabilities (615,234 ) Deferred tax liability (446,182 ) Total net assets acquired 2,543,323 Pursuant to above, the gross carrying value of the intangible assets is as follows: May 31, 2020 Gross carrying amount Accumulated amortization Net carrying amount $ $ $ Trademarks 395,941 38,604 357,337 Licence agreements 888,307 86,610 801,697 Customer base 522,158 50,911 471,247 Assembled workforce (Goodwill) 186,147 - 186,147 1,992,553 176,125 1,816,428

Accounts Payable and Accrued Li

Accounts Payable and Accrued Liabilities	9 Months Ended
	May 31, 2020
Payables and Accruals [Abstract]
Accounts Payable and Accrued Liabilities	6. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of: May 31, 2020 August 31, 2019 Trade payables $ 1,580,526 $ 1,193,429 Vendor accruals 1,556,430 779,138 Accounts payable and accrued liabilities $ 3,136,956 $ 1,972,567

Related Party Transactions and

Related Party Transactions and Balances	9 Months Ended
	May 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions and Balances	7. 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 May 31, 2020, the Company owed $225,000 (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 $44,722 at May 31, 2020 (August 31, 2019 - $39,498). ● At May 31, 2020, the Company is owed $36,139 (August 31, 2019 - $8,609) in advances receivable from the CEO of the Company. This balance bears no interest and has no repayment terms. Accounts payable and accrued liabilities include: ● At May 31, 2020, the Company owed $1,752,564 (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 nine months ended May 31, 2020 and 2019, the Company had the following transactions with related parties: ● The Company made advances to the CEO of $27,350 (May 31, 2019 – the CEO made advances of $28,836) during the nine months ended May 31, 2020. These advances are unsecured, bear no interest and have no repayment terms. ● The Company repaid $7,000 (May 31, 2019 - $Nil) to the President of the Company. ● The Company incurred consulting fees expense of $392,821 (May 31, 2019 - $87,875) in connection with services provided by the companies controlled by the President, and CEO. ● The Company incurred interest expense of $8,814 (May 31, 2019 - $8,347) in connection with advances owing to the President and other shareholders of the Company.

Advances from Shareholders

Advances from Shareholders	9 Months Ended
	May 31, 2020
Related Party Transactions [Abstract]
Advances from Shareholders	8. Advances from Shareholders Advances payable to shareholders totaled $160,000 at May 31, 2020 (August 31, 2019 - $160,000). These advances are unsecured and bear interest at 3% per annum, with no specific repayment terms. As at May 31, 2020 accrued interest payable to shareholders totaled $25,248 (August 31, 2019 - $21,871).

License Assignment Fee and Accr

License Assignment Fee and Accrued Interest Payable	9 Months Ended
	May 31, 2020
Finite-Lived Intangible Assets, Net [Abstract]
License Assignment Fee and Accrued Interest Payable	9. 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$429,856 ($591,808) was accrued on the balance payable as at May 31, 2020. At May 31, 2020, the balance of the license assignment fee payable and interest payable to ZKC was US$924,856 ($1,274,325) (August 31, 2019 - US$783,667 ($1,042,561)). See Note 4.

Commitments

Commitments	9 Months Ended
	May 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments	10. 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.

Stockholders' Deficiency

Stockholders' Deficiency	9 Months Ended
	May 31, 2020
Equity [Abstract]
Stockholders' Deficiency	11. Stockholders’ Deficiency Authorized stock As at May 31, 2020, 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 May 31, 2020, the Company had 57,821,593 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 May 31, 2020 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 nine months ended May 31, 2020, the Company: ● Issued 150,000 units at a price of US$1.00 per unit for gross proceeds of $200,020 (US$150,000) (received as at August 31, 2019). Each unit consists of one share and one share purchase warrant exercisable at US$1.40 per share for a period of 2 years, expiring January 24, 2020. The warrants were determined to be derivative liabilities and were valued using the Black-Scholes option pricing model, at a fair value of $88,338 with the following inputs: 0% expected dividends, 1.78% risk-free interest rate, 2 year life and 100% expected volatility. ● Issued 40,000 shares at a price of US$1.00 per share for gross proceeds of $53,338 (US$40,000) (received as at August 31, 2019). ● Issued 6,250 shares upon the exercise of 6,250 warrants for gross proceeds of $8,334 (US$6,250) (received as at August 31, 2019). During the year ended August 31, 2019, the Company completed the following common stock transactions: ● During the 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 Purchase Warrants The continuity of Canadian dollar denominated stock purchase warrants for the nine months ended May 31, 2020 is as follows: Expiry Date Price August 31, 2018 Issued Expired August 31, 2019 Issued Expired May 31, 2020 October 31, 2018 $ 0.80 117,500 — (117,500 ) — — — — The continuity of US dollar denominated stock purchase warrants for the nine months ended May 31, 2020 is as follows: Expiry Date Price US$ August 31, 2018 Exercised Expired August 31, 2019 Issued Expired May 31, 2020 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 ) — January 24, 2022 1.40 — — — — 150,000 — 150,000 1,270,770 (6,250 ) (634,520 ) 630,000 150,000 (630,000 ) 150,000 On January 24, 2020, the Company issued 150,000 stock purchase warrants at an exercise price of US$1.40 and was fair valued at $88,338. At May 31, 2020, the stock purchase warrants were fair valued at $80,539 (August 31, 2019 - $1,776) and the weighted-average remaining contractual life of US dollar warrants outstanding was 1.65 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 and nine months ended May 31, 2020 and the year ended August 31, 2019 with the following assumptions: May 31, 2020 August 31, 2019 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.78 % 1.78 % Expected stock price volatility 100.00 % 100.00 % Expected life of warrants 1.65 years 0.02 years

Risks and Uncertainties

Risks and Uncertainties	9 Months Ended
	May 31, 2020
Risks and Uncertainties [Abstract]
Risks and Uncertainties	12. 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	9 Months Ended
	May 31, 2020
Accounting Changes and Error Corrections [Abstract]
Accounting Pronouncements	13. 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 is 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	9 Months Ended
	May 31, 2020
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 11. From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. At May 31, 2020 there were no significant pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations.

Subsequent Event

Subsequent Event	9 Months Ended
	May 31, 2020
Subsequent Events [Abstract]
Subsequent Event	15. Subsequent Event The Company’s management has evaluated subsequent events up to July 20, 2020, the filing date of the accompanying 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.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	May 31, 2020
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the financial statements of the Company, TSI, Notox, Subco, 1894631 Ontario Inc. and Xthetica CA, 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 . On March 11, 2020, the World Health Organization declared the ongoing COVID-19 outbreak as a global health emergency. The outbreak of the novel strain of coronavirus identified as COVID-19 has resulted in a widespread health crisis that has affected economies and financial markets around the world. The full impact of the COVID-19 pandemic continues to evolve. Management is actively monitoring the global situation and its effects on the sector and the Company’s financial position and operations. As at May 31, 2020, the Company was still assessing the potential risks and uncertainties arising from COVID-19, which will be accounted for when reliable estimates become available. Actual effects will depend on many factors beyond the control and knowledge of management.
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, due to the clinic and stock subscribed in advance approximate fair value because of the short-term nature of these items.
Business Combination	Business Combination Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The Company measures goodwill as the fair value of the consideration transferred, including the recognized amount of any non-controlling interest in the acquiree, less the net recognized amount of the identifiable assets and liabilities assumed, all measured as of the acquisition date. The Company determined the fair value of the consideration based on the fair value of the net assets acquired. Transaction costs, other than those associated with the issue of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred.
Intangible assets	Intangible Assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, definite-life intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are recognized in profit or loss as incurred. Intangible assets have been amortized based on the useful life as below: Patents - 8 years; and Trademarks, License Agreement and customer base - 5 years

License Agreement, Net (Tables)

License Agreement, Net (Tables)	9 Months Ended
	May 31, 2020
Finite-Lived Intangible Assets, Net [Abstract]
Schedule of License Agreement	Pursuant to above, the gross carrying value of the License Agreement is as follows: May 31, 2020 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 703,001 $ 796,730 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 May 31, 2020, amortization expense on the License Agreement for the next five years was expected to be as follows: Amount Year ending: 2020 $ 46,866 2021 187,466 2022 187,466 2023 187,466 2024 187,466 Total $ 796,730

Business Combination (Tables)

Business Combination (Tables)	9 Months Ended
	May 31, 2020
Business Combinations [Abstract]
Schedule of Fair Value Assets Acquired Liabilities	The fair value of identifiable assets acquired and liabilities assumed as at the acquisition date are as follows: $ Purchase Consideration Option and put agreement 2,543,323 Assets acquired and liabilities assumed : Cash 82,625 Accounts receivable 523,012 Inventory 1,006,549 Assembled workforce (Goodwill) 186,147 Trademarks 395,941 Licence agreements 888,307 Customer base 522,158 Accounts payable and accrued liabilities (615,234 ) Deferred tax liability (446,182 ) Total net assets acquired 2,543,323
Schedule of Intangible Assets Gross Carrying Value	Pursuant to above, the gross carrying value of the intangible assets is as follows: May 31, 2020 Gross carrying amount Accumulated amortization Net carrying amount $ $ $ Trademarks 395,941 38,604 357,337 Licence agreements 888,307 86,610 801,697 Customer base 522,158 50,911 471,247 Assembled workforce (Goodwill) 186,147 - 186,147 1,992,553 176,125 1,816,428

Accounts Payable and Accrued _2

Accounts Payable and Accrued Liabilities (Tables)	9 Months Ended
	May 31, 2020
Payables and Accruals [Abstract]
Schedule of Accounts Payable and Accrued Liabilities	Accounts payable and accrued liabilities consisted of: May 31, 2020 August 31, 2019 Trade payables $ 1,580,526 $ 1,193,429 Vendor accruals 1,556,430 779,138 Accounts payable and accrued liabilities $ 3,136,956 $ 1,972,567

Stockholders' Deficiency (Table

Stockholders' Deficiency (Tables)	9 Months Ended
	May 31, 2020
Equity [Abstract]
Schedule of Stock Purchase Warrants	The continuity of Canadian dollar denominated stock purchase warrants for the nine months ended May 31, 2020 is as follows: Expiry Date Price August 31, 2018 Issued Expired August 31, 2019 Issued Expired May 31, 2020 October 31, 2018 $ 0.80 117,500 — (117,500 ) — — — — The continuity of US dollar denominated stock purchase warrants for the nine months ended May 31, 2020 is as follows: Expiry Date Price US$ August 31, 2018 Exercised Expired August 31, 2019 Issued Expired May 31, 2020 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 ) — January 24, 2022 1.40 — — — — 150,000 — 150,000 1,270,770 (6,250 ) (634,520 ) 630,000 150,000 (630,000 ) 150,000
Schedule of Stock Options Valuation Assumptions	The Company used the Black-Scholes Option Pricing Model to determine the fair values of unit warrants and finder’s warrants issued pursuant to private placements during the three and nine months ended May 31, 2020 and the year ended August 31, 2019 with the following assumptions: May 31, 2020 August 31, 2019 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.78 % 1.78 % Expected stock price volatility 100.00 % 100.00 % Expected life of warrants 1.65 years 0.02 years

Company Overview and Basis of_2

Company Overview and Basis of Presentation (Details Narrative) - CAD ($)

Dec. 02, 2019

Jul. 03, 2019

Dec. 27, 2018

May 31, 2020

Feb. 29, 2020

Nov. 30, 2019

Aug. 31, 2019

May 31, 2019

Feb. 28, 2019

Nov. 30, 2018

Aug. 31, 2018

Jun. 13, 2016

Common stock shares issued during period

80,000

150,000

Accumulated deficit

$ (13,695,097)

$ (12,418,531)

Working capital deficiency

(3,300,810)

(3,586,763)

Stockholders' equity

$ (1,386,909)

$ (812,058)

$ (3,069,960)

$ (2,827,020)

$ (2,618,092)

$ (2,652,596)

$ (2,419,996)

$ (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.

NewCo [Member]

Common stock shares issued during period

10,000,000

Warrants to purchase common stock, shares

10,000,000

Options exercisable period

3 years

Share price

$ 1.40

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative)	9 Months Ended
	May 31, 2020
Patents [Member]
Estimate of useful life of asset	8 years
Trademarks, License Agreement and Customer Base [Member]
Estimate of useful life of asset	5 years

License Agreement, Net (Details

License Agreement, Net (Details Narrative) - CAD ($)	May 31, 2020	Aug. 31, 2019
Finite-Lived Intangible Assets, Net [Abstract]
Accrued and unreimbursed patenting costs	$ 282,098	$ 264,113

License Agreement, Net - Schedu

License Agreement, Net - Schedule of License Agreement (Details) - CAD ($)	May 31, 2020	Aug. 31, 2019
Gross carrying amount	$ 1,992,553
Accumulated amortization	176,125
Net carrying amount	1,816,428
License Agreement [Member]
Gross carrying amount	1,499,731	$ 1,499,731
Accumulated amortization	703,001	562,398
Net carrying amount	$ 796,730	$ 937,333

License Agreement, Net - Sche_2

License Agreement, Net - Schedule of Amortization Expense on Intangible Assets (Details) - CAD ($)	May 31, 2020	Aug. 31, 2019
Total	$ 1,816,428
License Agreement [Member]
2020	46,866
2021	187,466
2022	187,466
2023	187,466
2024	187,466
Total	$ 796,730	$ 937,333

Business Combination - Schedule

Business Combination - Schedule of Fair Value Assets Acquired Liabilities (Details) - CAD ($)	Dec. 02, 2019	May 31, 2020	Aug. 31, 2019
Business Combinations [Abstract]
Option and put agreement	$ 2,543,323
Cash	82,625
Accounts receivable	523,012
Inventory	1,006,549
Assembled workforce (Goodwill)	186,147	$ 186,147
Trademarks	395,941
License agreements	888,307
Customer base	522,158
Accounts payable and accrued liabilities	(615,234)
Deferred tax liability	(446,182)
Total net assets acquired	$ 2,543,323

Business Combination - Schedu_2

Business Combination - Schedule of Intangible Assets Gross Carrying Value (Details)	May 31, 2020CAD ($)
Gross carrying amount	$ 1,992,553
Accumulated amortization	176,125
Net carrying amount	1,816,428
Trademarks [Member]
Gross carrying amount	395,941
Accumulated amortization	38,604
Net carrying amount	357,337
License Agreements [Member]
Gross carrying amount	888,307
Accumulated amortization	86,610
Net carrying amount	801,697
Customer Base [Member]
Gross carrying amount	522,158
Accumulated amortization	50,911
Net carrying amount	471,247
Assembled Workforce (Goodwill) [Member]
Gross carrying amount	186,147
Accumulated amortization
Net carrying amount	$ 186,147

Accounts Payable and Accrued _3

Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - CAD ($)	May 31, 2020	Aug. 31, 2019
Payables and Accruals [Abstract]
Trade payables	$ 1,580,526	$ 1,193,429
Vendor accruals	1,556,430	779,138
Accounts payable and accrued liabilities	$ 3,136,956	$ 1,972,567

Related Party Transactions an_2

Related Party Transactions and Balances (Details Narrative) - CAD ($)	3 Months Ended		9 Months Ended
	May 31, 2020	May 31, 2019	May 31, 2020	May 31, 2019	Aug. 31, 2019
Consulting fees	$ 10,850	$ 51,220	$ 95,758	$ 83,554
Interest expense	2,951	$ 3,078	8,814	9,035
President [Member]
Advances payable to related party balance	$ 225,000		$ 225,000		$ 232,000
Unsecured bear interest rate	3.00%		3.00%		3.00%
Accrued interest payable to related parties	$ 44,722		$ 44,722		$ 39,498
Repayment of related party			7,000
Chief Executive Officer [Member]
Advances payable to related party balance	36,139		36,139		8,609
Advances from related party			27,350	28,836
President, CEO and Major Shareholder [Member]
Accounts payable and accrued liabilities related parties	$ 1,752,564		1,752,564		$ 1,481,649
President and CEO [Member]
Consulting fees			392,821	87,875
President and Other Shareholders [Member]
Interest expense			$ 8,814	$ 8,347

Advances from Shareholders (Det

Advances from Shareholders (Details Narrative) - Shareholder [Member] - CAD ($)	May 31, 2020	Aug. 31, 2019
Advances payable to shareholders	$ 160,000	$ 160,000
Unsecured bear interest rate	3.00%	3.00%
Accrued interest payable to shareholders	$ 25,248	$ 21,871

License Assignment Fee and Ac_2

License Assignment Fee and Accrued Interest Payable (Details Narrative)	Oct. 01, 2016USD ($)	May 31, 2020CAD ($)	May 31, 2020USD ($)	May 31, 2020USD ($)	Aug. 31, 2019CAD ($)	Aug. 31, 2019USD ($)
License assignment fee payable		$ 1,274,325			$ 1,042,561
Zoran K Corporation [Member]
License assignment fee payable and interest payable		$ 1,274,325			$ 1,042,561
Zoran K Corporation [Member] | USD Currency [Member]
License assignment fee payable and interest payable				$ 924,856		$ 783,667
Share Exchange Agreement [Member] | Zoran K Corporation [Member]
Debt interest rate		24.00%		24.00%
Interest expense		$ 591,808
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			$ 429,856

Commitments (Details Narrative)

Commitments (Details Narrative)	Jul. 03, 2019shares	Jun. 13, 2016CAD ($)$ / sharesshares	Jun. 13, 2016USD ($)shares	May 31, 2020CAD ($)	Feb. 29, 2020CAD ($)	May 31, 2019CAD ($)	Feb. 28, 2019CAD ($)	Aug. 31, 2019CAD ($)	May 31, 2020CAD ($)shares	May 31, 2019CAD ($)
Common stock shares issued during period | shares	80,000								150,000
Share issued during period, value					$ 261,692		$ 109,890
Premises lease rental				$ 8,213		$ 1,042			$ 18,491	$ 11,822
Premises Lease [Member]
Premises lease rental								$ 5,520
Consultant [Member]
Earnings per share | $ / shares		$ 0.05
Common stock shares issued during period | shares		1,000,000	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	10 years
Common stock shares issued during period | shares		20,000,000	20,000,000
Consultant [Member] | Consulting Agreement [Member] | USD Currency [Member]
Remuneration			$ 125,000

Stockholders' Deficiency (Detai

Stockholders' Deficiency (Details Narrative)	Jan. 24, 2020CAD ($)$ / sharesshares	Jul. 03, 2019CAD ($)$ / sharesshares	Aug. 24, 2016shares	Jun. 28, 2013shares	Feb. 29, 2020shares	Feb. 28, 2019shares	May 31, 2020CAD ($)$ / sharesshares	May 31, 2019CAD ($)	Aug. 31, 2019CAD ($)$ / sharesshares	Aug. 31, 2019USD ($)shares	May 31, 2020$ / sharesshares	Aug. 31, 2019$ / sharesshares	Oct. 09, 2018shares
Common stock, shares authorized							500,000,000		500,000,000		500,000,000	500,000,000
Common stock, shares issued							57,821,593		57,625,343		57,821,593	57,625,343
Common stock, shares outstanding							57,821,593		57,625,343		57,821,593	57,625,343
Common stock shares issued during period		80,000					150,000
Shares issued price per share | $ / shares		$ 1					$ 1
Proceeds from issuance of common stock | $							$ 200,020
Exercise of warrants shares							1
Warrants exercise price per share | $ / shares							$ 1.40
Warrants exercise period							2 years
Warrants maturity date							Jan. 24, 2022				Jan. 24, 2022
Fair value of stock purchase warrants | $							$ 88,338
Proceeds from exercise of warrants | $
Proceeds from private placement | $		$ 104,890						$ 364,934
February 2018 [Member]
Shares issued price per share | $ / shares									$ 0.80
Warrants to exercise shares									12,500	12,500
Proceeds from exercise of warrants | $									$ 10,000
Share issuances One [Member]
Common stock shares issued during period							40,000
Shares issued price per share | $ / shares							$ 1
Proceeds from issuance of common stock | $							$ 53,338
Exercise of warrants shares							6,250
Proceeds from exercise of warrants | $							$ 8,334
Expected Dividends [Member]
Derivative liability, measurement input							0				0
Risk Free Interest Rate [Member]
Derivative liability, measurement input							1.78				1.78
Expected Volatility [Member]
Derivative liability, measurement input							100				100
Measurement Input, Expected Term [Member]
Derivative liability, expected term							2 years
Common Stock [Member]
Common stock shares issued during period					196,250
Warrant [Member]
Warrants exercise price per share | $ / shares	$ 1.40
Fair value of stock purchase warrants | $							$ 80,539		$ 1,776
Warrants to purchase	150,000
Fair value of warrants | $	$ 88,338
Warrants outstanding of weighted-average remaining contractual life							1 year 7 months 24 days		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
Proceeds from issuance of common stock | $										$ 150,000
USD Currency [Member] | Share issuances One [Member]
Proceeds from issuance of common stock | $										$ 40,000
Warrants to exercise shares									6,250	6,250
Proceeds from exercise of warrants | $										$ 6,250

Stockholders' Deficiency - Sche

Stockholders' Deficiency - Schedule of Stock Purchase Warrants (Details)	9 Months Ended	12 Months Ended
	May 31, 2020shares	Aug. 31, 2019shares	Aug. 31, 2018$ / shares	Aug. 31, 2018$ / shares
Stock purchase warrants, Beginning balance	630,000	1,270,770
Stock purchase warrants, Exercised		(6,250)
Stock purchase warrants, Issued	150,000
Stock purchase warrants, Expired	(630,000)	(634,520)
Stock purchase warrants, Ending balance	150,000	630,000
October 31, 2018 [Member]
Stock purchase warrants, Price | $ / shares			$ 0.80
Stock purchase warrants, Beginning balance		117,500
Stock purchase warrants, Issued
Stock purchase warrants, Expired		(117,500)
Stock purchase warrants, Ending balance
October 31, 2018 [Member] | USD Currency [Member]
Stock purchase warrants, Price | $ / shares				$ 0.80
Stock purchase warrants, Beginning balance		220,770
Stock purchase warrants, Exercised		(6,250)
Stock purchase warrants, Issued
Stock purchase warrants, Expired		(214,520)
Stock purchase warrants, Ending balance
September 30, 2018 - Finder [Member] | USD Currency [Member]
Stock purchase warrants, Price | $ / shares				1.40
Stock purchase warrants, Beginning balance		15,000
Stock purchase warrants, Exercised
Stock purchase warrants, Expired		(15,000)
Stock purchase warrants, Ending balance
November 2, 2018 [Member] | USD Currency [Member]
Stock purchase warrants, Price | $ / shares				1.40
Stock purchase warrants, Beginning balance		400,000
Stock purchase warrants, Exercised
Stock purchase warrants, Issued
Stock purchase warrants, Expired		(400,000)
Stock purchase warrants, Ending balance
July 17, 2019 - Finder [Member] | USD Currency [Member]
Stock purchase warrants, Price | $ / shares				1.40
Stock purchase warrants, Beginning balance		5,000
Stock purchase warrants, Exercised
Stock purchase warrants, Issued
Stock purchase warrants, Expired		(5,000)
Stock purchase warrants, Ending balance
September 7, 2019 [Member] | USD Currency [Member]
Stock purchase warrants, Price | $ / shares				$ 1.40
Stock purchase warrants, Beginning balance	630,000	630,000
Stock purchase warrants, Exercised
Stock purchase warrants, Issued
Stock purchase warrants, Expired	(630,000)
Stock purchase warrants, Ending balance		630,000
January 24, 2022 [Member] | USD Currency [Member]
Stock purchase warrants, Price | $ / shares			$ 1.40
Stock purchase warrants, Beginning balance
Stock purchase warrants, Exercised
Stock purchase warrants, Issued	150,000
Stock purchase warrants, Expired
Stock purchase warrants, Ending balance	150,000

Stockholders' Deficiency - Sc_2

Stockholders' Deficiency - Schedule of Stock Options Valuation Assumptions (Details) - Warrant [Member]	9 Months Ended	12 Months Ended
	May 31, 2020	Aug. 31, 2019
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	1.78%	1.78%
Expected stock price volatility	100.00%	100.00%
Expected life of warrants	1 year 7 months 24 days	7 days

Contingent Liability (Details N

Contingent Liability (Details Narrative) - shares	Aug. 24, 2016	Jun. 28, 2013	May 31, 2020
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 issued for exchange			148,250