10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2014

or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ________________

Commission file number 001-34911

TROPIC INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Nevada	None
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1057 Parkinson Road, Unit #9 Woodstock, Ontario, Canada	N4S 7W3
(Address of principal executive offices)	(Zip Code)

(519) 421-1900

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ]	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [  ] No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of July 15, 2014, the registrant’s outstanding common stock consisted of 12,264,146 shares.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3. Quantitative and Qualitative Disclosures about Market Risk	9
Item 4. Controls and Procedures	10
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	11
Item 1A. Risk Factors	11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3. Defaults Upon Senior Securities	11
Item 4. Mine Safety Disclosures	11
Item 5. Other Information	11
Item 6. Exhibits	11
SIGNATURES	12

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Tropic International Inc.

(formerly Rockford Minerals Inc.)

A Development Stage Enterprise

Consolidated Financial Statements
For the Nine Months Ended May 31, 2014

(Expressed in Canadian dollars)

(unaudited)

	Index
Consolidated Balance Sheets	F-1
Consolidated Statements of Loss and Comprehensive Loss	F-2
Consolidated Statements of Cash Flows	F-3
Consolidated Statements of Stockholders’ Equity	F-4
Notes to the Consolidated Financial Statements	F-5

3

TROPIC INTERNATIONAL INC.

(FORMERLY ROCKFORD MINERALS, INC.)

A DEVELOPMENT STAGE ENTERPRISE

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

	May 31, 2014			August 31, 2013
	(Unaudited)
ASSETS
Current assets:
Cash	$	3,595		$	111,696
Amounts receivable		6,853			9,774
Inventory		163,459			168,713
Prepaid expenses		2,100			2,100
Total current assets		176,007			292,283
Equipment, net (Note 6)		78,184			95,039
Intangible assets, net (Note 7)		4,575,224			4,849,979
Total assets	$	4,829,415		$	5,237,301
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities (Note 8)	$	71,178		$	50,150
Unearned revenue		—			12,500
Loans from shareholder		190,000			—
Total current liabilities		261,178			62,650
Stockholders’ equity (Note 11):
Common stock		12,612			12,612
Additional paid-in capital		8,431,728			8,431,728
Deficit accumulated during the development stage		(3,876,103	)		(3,269,689	)
Total stockholders’ equity		4,568,237			5,174,651
Total liabilities and stockholders’ equity	$	4,829,415		$	5,237,301

Contingent liability (Note 14)

See accompanying notes to the consolidated financial statements.

F-1

TROPIC INTERNATIONAL INC.

(FORMERLY ROCKFORD MINERALS, INC.)

A DEVELOPMENT STAGE ENTERPRISE

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

	Cumulative Since			For the Nine Months Ended May 31,
	Inception			2014			2013
Revenue:
Sales	$	23,378		$	2,792		$	6,059
Flyer distribution		50,000			12,500			18,750
Total revenue		73,378			15,292			24,809
Production costs:
Amortization – patent		1,772,106			279,806			279,806
Consulting fees – production		178,150			22,800			22,800
Depreciation		84,334			12,524			15,654
Materials and supplies		103,081			7,966			6,293
Prototype components		9,486			—			—
Total production costs		2,147,157			323,096			324,553
Gross loss		(2,073,779	)		(307,804	)		(299,744	)
General and administration:
Bad debts		460			—			—
Consulting fees – management (Note 9)		910,797			139,300			187,047
Depreciation		21,657			4,331			4,332
Marketing		290,128			12,900			29,233
Office and miscellaneous		192,491			22,128			27,851
Professional fees		282,429			94,404			55,906
Rent		37,700			9,900			9,900
Travel and entertainment		66,969			15,954			14,188
Loss on foreign exchange		(307	)		(307	)		—
Total general and administration		1,802,324			298,610			328,457
Loss before income taxes		(3,876,103	)		(606,414	)		(628,201	)
Income taxes		—			—			—
Net loss and comprehensive loss	$	(3,876,103	)	$	(606,414	)	$	(628,201	)
Net loss per share – basic and diluted (Note 4)				$	(0.05	)	$	(0.008	)
Weighted-average number of shares outstanding					12,264,146			82,706,076

See accompanying notes to the consolidated financial statements.

F-2

TROPIC INTERNATIONAL INC.

(FORMERLY ROCKFORD MINERALS, INC.)

A DEVELOPMENT STAGE ENTERPRISE

CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

	Cumulative Since			For the Nine Months Ended May 31,
	Inception			2014			2013
Cash Flows From Operating Activities
Net loss	$	(3,876,103	)	$	(606,414	)	$	(628,201	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization - patent		1,772,106			279,806			279,806
Depreciation		105,991			16,855			19,986
Changes in assets and liabilities:
Amounts receivable		(6,753	)		2,921			(23,272	)
Inventory		(163,459	)		5,254			1,942
Prepaid expenses		(2,100	)		—			1,100
Accounts payable and accrued liabilities		38,700			21,028			(20,406	)
Unearned revenue		—			(12,500	)		(18,750	)
Shares issued for management services		16,297			—			16,297
Net cash used in operating activities		(2,115,321	)		(293,050	)		(371,498	)
Cash Flows From Investing Activities
Purchases of equipment		(184,175	)		—			—
Cash transferred upon reverse acquisition of RMI		1,774			—			—
Funds advanced to RMI, prior to reverse acquisition		(25,454	)		—			—
Patent costs		(5,051	)		(5,051	)		—
Net cash used in investing activities		(212,906	)		(5,051	)		—
Cash Flows From Financing Activities
Loans from shareholder		190,000			190,000			—
Proceeds from issuance of common stock		2,141,822			—			552,000
Net cash provided by financing activities		2,331,822			190,000			552,000
Increase (decrease) in cash during the period		3,595			(108,101	)		180,502
Cash, beginning of period		—			111,696			34,778
Cash, end of period	$	3,595		$	3,595		$	215,280

Supplementary Information:

On November 15, 2012, TSI issued 29,000,000 shares valued at $14,500 in exchange for management services received.

On April 30, 2013, TSI issued 3,593,377 shares valued at $1,797 in exchange for management services received.

On June 28, 2013, a share recapitalization occurred pursuant to a reverse takeover transaction (see Notes 2 and 11).

See accompanying notes to the consolidated financial statements.

F-3

TROPIC INTERNATIONAL INC.

(FORMERLY ROCKFORD MINERALS, INC.)

A DEVELOPMENT STAGE ENTERPRISE

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

	Common Stock						Additional paid-in		Deficit accumulated during the development			Total stockholders’
	Shares			Amount			capital		stage			equity
Balance at August 31, 2011		50,166,275		$	7,474,701		$	—	$	(1,527,939	)	$	5,946,762
Shares issued for cash		6,350,248			457,500			—		—			457,500
Net loss		—			—			—		(960,111	)		(960,111	)
Balance at August 31, 2012		56,516,523			7,932,201			—		(2,488,050	)		5,444,151
Shares issued for cash		10,890,100			552,000			—		—			552,000
Shares issued in exchange for management services		32,593,377			16,297			—		—			16,297
Recapitalization on reverse takeover (see Notes 2 and 11):		—			(8,487,886	)		8,431,728		—			(56,158	)
Elimination of issued share capital of TSI		(100,000,000	)		—			—		—			—
Establishment of issued share capital of RMI		12,264,146			—			—		—			—
Net loss		—			—			—		(781,639	)		(781,639	)
Balance at August 31, 2013		*12,264,146			12,612			8,431,728		(3,269,689	)		5,174,651
Net loss		—			—			—		(606,414	)		(606,414	)
Balance at May 31, 2014		12,264,146		$	12,612		$	8,431,728	$	(3,876,103	)	$	4,568,237

* The above presentation reflects the issued share capital of TSI until the completion of the capital transaction, at which point it is adjusted to reflect the share capital of the legal parent company RMI.

See accompanying notes to the consolidated financial statements.

F-4

TROPIC INTERNATIONAL INC.

(FORMERLY ROCKFORD MINERALS, INC.)

A DEVELOPMENT STAGE ENTERPRISE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

1. Company Overview and Basis of Presentation

Nature and History of Operations

Rockford Minerals, Inc. (a development stage company) (“RMI”) was incorporated under the laws of the state of Nevada on October 29, 2007. RMI was a natural resource exploration company with an objective of acquiring, exploring and, if warranted and feasible, developing natural resource properties. Activities during the exploration stage included developing the business plan and raising capital.

On June 28, 2013, RMI completed a reverse takeover transaction (see Note 2) with Tropic Spa Inc. (“TSI”), a company that manufactures and sells Home Mist Tanning units that deliver a full-body application. As a result of this transaction, RMI became a holding company operating through TSI. Upon the closing of the Exchange Agreement, RMI changed its fiscal year end from October 31 to August 31 to coincide with the fiscal year end of TSI.

On December 6, 2013, RMI changed its name to Tropic International Inc. (the “Company”) as a result of a merger with Tropic International Inc., a wholly-owned subsidiary incorporated solely to effect the name change. The accompanying consolidated financial statements include the results of operations of TSI and the Company for the nine months ended May 31, 2014. The comparative amounts are the results of operations of TSI for the nine months ended May 31, 2013.

On November 19, 2007, TSI entered into Share Subscription Agreements (the “Agreements”) with MCM Consulting Ltd., Nandoor Enterprises Ltd., Sierra Tan Ltd., Sunshower Incorporated, Sunshower International Corporation and Tropic Spa Group Inc. (the “Originating Companies”). Pursuant to the terms of the Agreements, the Originating Companies subscribed for, in aggregate, 18,202,503 common shares of TSI valued at $3,657,175. This assigned value was the cost to the Originating Companies, as of that date, of developing a Home Mist Tanning system and the application for and acquisition of a United States Patent “Apparatus for Spray Application of a Sunless Tanning Product” (the “Patent”). The Agreements included a triggering event (a “Triggering Event”) which was defined to mean the occurrence of any of the following events:

● Ninety days after TSI has been listed as a public company on a stock exchange;

● Ninety days after TSI either purchases or is purchased by a company that is trading on a stock exchange; or

● Notwithstanding the above, ninety days after TSI has notified the originating companies in writing that a Triggering Event has occurred.

The Originating Companies entered into agreements with their shareholders allowing the shareholders, upon the Triggering Event, to exchange their class A shares in the originating companies, by exercising the option under their common share exchange warrant, for common shares in TSI.

On April 9, 2009, the Board of Directors of TSI (the “Board”) resolved that the Triggering Event had occurred and approved and issued a Notification of Triggering Event to the shareholders of the Originating Companies. The decision to exercise the Triggering Event was driven by three factors:

● the approval of the Patent;

● delivery of the final production model on or before April 21, 2009; and

● implementation of an aggressive marketing strategy.

F-5

TROPIC INTERNATIONAL INC.

(FORMERLY ROCKFORD MINERALS, INC.)

A DEVELOPMENT STAGE ENTERPRISE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

1. Company Overview and Basis of Presentation (cont’d)

After November 19, 2007, and subsequent to the execution of the Agreements, Tropic Spa Group Inc. (“TSGI”) incurred an additional $2,685,104 on the continued development of the Home Mist Tanning system and the application for and acquisition of the Patent. On March 11, 2013, TSI executed a second Share Subscription Agreement (the “Second Agreement”) with TSGI to cover the common shares of TSI issued to the shareholders of TSGI in respect of the additional costs incurred. Pursuant to the terms of the Second Agreement, TSGI subscribed for 26,034,520 common shares valued at $3,155,462 covering the period from November 20, 2007 to June 2010. Of these amounts, 3,880,745 common shares are for $470,358 received directly by TSI. The value assigned to the carrying value of the Patent, during the year ended August 31, 2010, was $2,685,104 ($3,155,462 less $470,358). The total value assigned to the carrying value of the Patent pursuant to the Agreements and the Second Agreement, collectively, was $6,342,279.

The Company, through TSI, has patents pending which are in the process of being completed for Australia, Canada, China and the European Union. Costs incurred are recorded as intangible assets.

As reflected in the accompanying consolidated financial statements, the Company is in the development stage, has a net loss of $3,876,103 (August 31, 2013 - $3,269,689) since inception and has used cash in operations of $2,115,321 from inception. The Company has a working capital deficiency of $85,171 (August 31, 2013 – working capital of $229,633) and stockholders’ equity of $4,568,237 (August 31, 2013 - $5,174,651). 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 the Company’s ability to raise additional capital and implement its business plan. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

2. Reverse Takeover

On June 28, 2013 (the “Closing Date”), RMI, its wholly-owned subsidiary 1896432 Ontario Inc. (“Subco”) and TSI entered into a share exchange agreement (the “Exchange Agreement”) with certain of the shareholders of TSI (the “Selling Shareholders”) pursuant to which RMI acquired 78,030,877 common shares, or approximately 78% of the issued and outstanding shares, of TSI in exchange for the issuance of 78,030,877 preferred shares of Subco to the Selling Shareholders on a one-for-one basis. Subsequent to the Closing Date, no additional shares have been exchanged. Each one preferred share of Subco is exchangeable into one share of the Company’s common stock at the option of the holder subject to the following restrictions:

● the Selling Shareholders require the written consent of Subco to exchange, sell or otherwise dispose of, directly or indirectly, any of their preferred shares of Subco until the six month anniversary of the Closing Date;

● within 30 days of that time, and provided TSI has generated at least $1,000,000 in gross revenue during the preceding six month period, Subco shall permit the Selling Shareholders to require Subco to redeem an aggregate of 1% of its then-outstanding preferred shares on a pro-rata basis; and

● within 30 days of each six month anniversary of the Closing Date until June 30, 2015, on which date all restrictions on the preferred shares shall automatically expire unless extended by the Selling Shareholders, Subco shall grant the holders of its preferred shares a permission identical to the one above.

F-6

TROPIC INTERNATIONAL INC.

(FORMERLY ROCKFORD MINERALS, INC.)

A DEVELOPMENT STAGE ENTERPRISE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

2. Reverse Takeover (cont’d)

Upon completion of the Exchange Agreement, the sole officer and director of TSI became the sole officer and a director of RMI and RMI adopted the business plan of TSI.

As a result of the share exchange, the former shareholders of TSI control approximately 87% of the issued and outstanding common shares of the Company. The Exchange Agreement is a reverse takeover and therefore has been accounted for under the acquisition method with TSI as the accounting acquirer and continuing entity for accounting and financial reporting purposes and RMI as the legal parent being the acquiree. The business is in the development stage and there is no active market to reliably determine fair value of the consideration other than the value of the identifiable assets acquired.

Therefore, the purchase price allocation of the acquisition is based on the fair value of the net liabilities acquired which is charged to additional paid-in-capital.

The fair values of assets acquired and liabilities assumed are as follows:

Cash	$	1,774
Subscriptions receivable		10
Accounts payable and accrued liabilities		(32,488	)
Loan payable to TSI		(25,454	)
Net liabilities acquired	$	(56,158	)

3. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the financial statements of the Company, TSI, Subco and 1896431 Ontario Inc., the Company’s wholly owned subsidiary. All significant inter-company balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to equipment, fair values of intangible assets, and useful lives of intangible assets and the likelihood of realization of its deferred tax assets. The Company bases its estimates on assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Concentration of Risk

The financial instrument which potentially subjects the Company to a concentration of credit risk is cash. The Company places its cash in an account with a high credit quality financial institution.

F-7

TROPIC INTERNATIONAL INC.

(FORMERLY ROCKFORD MINERALS, INC.)

A DEVELOPMENT STAGE ENTERPRISE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

3. Summary of Significant Accounting Policies (cont’d)

Significant Accounting Policies

The accompanying consolidated financial statements reflect the application of certain significant accounting policies. There have been no material changes to the Company’s significant accounting policies that are disclosed in the consolidated financial statements and notes thereto during the period ended May 31, 2014.

Inventory

Inventory is stated at the lower of cost, computed using the first-in, first-out method, or market. If the cost of inventory exceeds its market value, a provision is made currently for the difference between the cost and market value. The Company’s inventory consists of finished goods, components and supplies.

Equipment, Net

Equipment is stated at cost, net of accumulated depreciation. Equipment is depreciated over the estimated useful life of the asset. Mould equipment is depreciated at 20% on a declining-balance basis. The website is depreciated on a straight-line basis over five years. One-half of these rates are used in the year of acquisition. Replacements and major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Upon retirement or sale, the cost of assets disposed of and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is credited or charged to operations.

Intangible Assets

The Patent is recorded at the value attributed to the shares issued to the Originating Companies and shareholders of TSGI less accumulated amortization. The Patent was issued on September 29, 2009 and is effective until September 29, 2026. Upon expiration, the Patent can be extended subject to certain changes required to secure the extension. Although the effects of obsolescence, demand, competition and other economic factors (such as stability of the industry, technological advances and legislative action that results in an uncertain or changing regulatory environment) can have an adverse effect on the industry and the Company’s product, management is not currently aware of any known adverse factors that will affect the Company in the future.

Costs incurred for patents which are in the process of being completed will be amortized over the life of the patent when the patent is issued.

The Company does not believe that there are any limits to how long its Home Mist Tanning units can sell in the market place. While it expects to be able to secure an extension to the Patent in 2026, this cannot be predicted with certainty at this time. Accordingly, management has determined that the best estimate of the useful life of the Patent is 17 years. At this time, the Company does not believe that the Patent will have a residual value at the end of its useful life.

Definite-lived intangible assets are required to be amortized using a method that reflects the pattern in which the economic benefits of the patents are consumed or utilized. At this time, management is not able to determine with any amount of certainty the number of Home Mist Tanning units that will be sold over the useful life of the Patent. Accordingly, the Patent is being amortized on a straight-line basis over the period of its useful life.

As of May 31, 2014, there were no know indicators that the Patent was impaired.

F-8

TROPIC INTERNATIONAL INC.

(FORMERLY ROCKFORD MINERALS, INC.)

A DEVELOPMENT STAGE ENTERPRISE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

3. Summary of Significant Accounting Policies (cont’d)

Leases

The Company currently rents premises pursuant to an operating lease.

Impairment of Long-Lived Assets

Long-lived assets, including equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount should be evaluated. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value.

Sales, Other Revenue and Deferred Revenue

The Company sells Home Mist Tanning units and related supplies primarily online via its website. The Company recognizes revenue when the units and supplies have been shipped to the customer, the amount to be paid by the customer is fixed or determinable and collectability is reasonably assured. Revenue is recorded net of applicable sales taxes.

In February 2012, the Company entered into an agreement with a fitness company to insert into every Home Mist Tanning unit package shipped in Canada a brochure advertising their store locations in Canada along with other related information about their fitness stores. Pursuant to this two-year agreement, commencing March 1, 2012 and ending February 28, 2014, the Company has received $50,000 for this service. Revenue was recognized on a straight-line basis over the term of the agreement.

Warranty

The Company is committed to supplying products of superior quality and design. Because of this commitment, it provides a limited one year warranty effective from the date of purchase. The Company warranties its Home Mist Tanning units to be free of defects. If a unit stops operating due to defects in materials or workmanship, the Company either repairs or replaces it for free.

Production Costs

Production costs consist of patent amortization, production consulting fees, equipment depreciation, materials and supplies.

Advertising Costs

The Company charges all advertising and marketing costs to expense in the period incurred.

Income Taxes

Deferred income tax is accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income and expense items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized.

F-9

TROPIC INTERNATIONAL INC.

(FORMERLY ROCKFORD MINERALS, INC.)

A DEVELOPMENT STAGE ENTERPRISE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

3. Summary of Significant Accounting Policies (cont’d)

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. At this time, the Company is not able to project future taxable income over the periods in which the deferred tax assets are deductible and, accordingly, management is not able to determine if it is more likely than not that the Company will realize the benefits of these deductible differences.

Derivative Financial Instruments

The Company does not have any derivative financial assets or liabilities.

Fair Value of Financial Instruments

Fair values of cash, accounts payable and accrued liabilities, and loans from shareholder approximate fair value because of the short-term nature of these items. Amounts receivable consists primarily of Harmonized Sales Tax (“HST”) receivable from the Government of Canada. HST is not a financial instrument.

Foreign Currency

The Company’s functional currency is the Canadian dollar. The accompanying consolidated financial statements are presented in Canadian dollars. Virtually all transactions of the Company are currently in Canadian dollars.

4. Loss Per Share

The following table sets forth the computation of loss per share:

	For the Nine Months Ended May 31,
	2014			2013
Net loss per share:
Net loss	$	(606,414	)	$	(628,201	)
Weighted-average shares outstanding:
Common stock		12,264,146			99,999,900
Number of shares used in per share computations		12,264,146			82,706,076
Loss per share	$	(0.05	)	$	(0.008	)

5. 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.

F-10

TROPIC INTERNATIONAL INC.

(FORMERLY ROCKFORD MINERALS, INC.)

A DEVELOPMENT STAGE ENTERPRISE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

5. Fair Value Measurements (cont’d)

The Company measures its financial instruments at fair value.

The carrying value of cash deposits is a reasonable estimate of its fair value due to the short maturity of the financial instrument.

The Company does not have assets and liabilities that are measured at fair value on a recurring basis.

6. Equipment, Net

Equipment, at cost, consisted of:

	May 31, 2014			August 31, 2013
Mould equipment	$	155,300		$	155,300
Website		28,875			28,875
Equipment at cost		184,175			184,175
Accumulated depreciation		(105,991	)		(89,136	)
Equipment, net	$	78,184		$	95,039

Depreciation was $16,855 and $19,986 for the nine month periods ended May 31, 2014 and 2013, respectively.

7. Intangible Assets, Net

The following tables provide information regarding the Patent and patents pending:

	May 31, 2014
	Gross carrying amount		Accumulated amortization		Net carrying amount
United States Patent	$	6,342,279	$	1,772,106	$	4,570,173
Patents pending		5,051		-		5,051
	$	6,347,330	$	1,772,106	$	4,575,224

	August 31, 2013
	Gross carrying amount		Accumulated amortization		Net carrying amount
United States Patent	$	6,342,279	$	1,492,300	$	4,849,979

Also see Note 1 Company Overview and Basis of Presentation.

F-11

TROPIC INTERNATIONAL INC.

(FORMERLY ROCKFORD MINERALS, INC.)

A DEVELOPMENT STAGE ENTERPRISE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

7. Intangible Assets, Net (cont’d)

As of May 31, 2014, amortization expense on intangible assets for the next five years was expected to be as follows:

	Amount
Year ending:
2014	$	93,269
2015		373,075
2016		373,075
2017		373,075
2018		373,075
Thereafter		2,984,604
Total	$	4,570,173

8. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of:

	May 31, 2014		August 31, 2013
Trade payables	$	59,018	$	38,150
Vendor accruals		12,160		12,000
Accounts payable and accrued liabilities	$	71,178	$	50,150

9. Related Party Transactions

Consulting fees paid to the President of the Company were $nil and $16,047 for the nine month periods ended May 31, 2014 and 2013, respectively.

Consulting fees paid to a company controlled by the President of the Company were $66,900 and $78,600 for the nine month periods ended May 31, 2014 and 2013, respectively.

All transactions with related parties occurred in the normal course of business and were measured at the exchange amount, which was the amount of consideration agreed upon between management and the related parties.

Also see Note 11.

10. Commitments

On January 8, 2014, the Company renewed its premises lease dated November 11, 2011 for one additional year from February 1, 2014 to January 31, 2015 for a rental of $13,200 per year plus HST.

F-12

TROPIC INTERNATIONAL INC.

(FORMERLY ROCKFORD MINERALS, INC.)

A DEVELOPMENT STAGE ENTERPRISE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

11. Stockholders’ Equity

The Company is authorized to issue 300,000,000 common shares at a par value of $0.001 (2013 – 300,000,000 common shares at a par value of $0.001).

At May 31, 2014 and August 31, 2013, the Company had 12,264,146 common shares legally issued and outstanding.

On June 28, 2013, pursuant to the Exchange Agreement, RMI acquired 78,030,877 common shares of TSI in exchange for the issuance of 78,030,877 preferred shares of Subco to the Selling Shareholders on a one-for-one basis. As a result of the Exchange Agreement, TSI became the Company’s majority-owned subsidiary. Each preferred share of Subco is exchangeable into one common share of the Company at the option of the holder subject to certain restrictions. As at May 31, 2014 and August 31, 2013, none of the preferred shares had been exchanged into common shares. Accordingly, the number of common shares of the Company outstanding at August 31, 2013 is equal to the number of common shares outstanding immediately prior to the consummation of the Exchange Agreement.

As a condition of the closing of the Exchange Agreement, the Company also entered into a Support Agreement and a Voting and Exchange Trust Agreement on the closing date. The Support Agreement ensures that the obligations of Subco remain effective until all of the preferred shares have been exchanged into common shares. The Voting and Exchange Trust Agreement provides and establishes a procedure whereby the voting rights attached to shares of the Company’s common stock are exercisable by the registered holders (the Selling Shareholders) of the preferred shares. The Trustee holds legal title to a Special Voting Share to which voting rights are attached for the benefit of the Selling Shareholders. The Trustee holds the Special Voting Share solely for the use and benefit of the Selling Shareholders.

Common Stock Issuances

During the nine months ended May 31, 2014, the Company issued no shares.

During the year ended August 31, 2013, TSI issued 10,890,100 common shares for proceeds of $552,000 and 32,593,377 common shares in exchange for management services received valued at $16,297.

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, uncertainty in the potential markets for its Home Mist Tanning units, increasing competition, and dependence on its existing management and key personnel.

13. Accounting Pronouncements

There are no recently adopted accounting pronouncements or recent accounting pronouncements not yet adopted that will have a material impact on the Company’s financial statements.

F-13

TROPIC INTERNATIONAL INC.

(FORMERLY ROCKFORD MINERALS, INC.)

A DEVELOPMENT STAGE ENTERPRISE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

14. Contingent Liability

Pursuant to the Exchange Agreement, the Company may be required to acquire up to 21,969,123 common shares of TSI, being those TSI shares still outstanding, in exchange for 21,969,123 preferred shares of Subco on a one-for-one basis. Such preferred shares would then be exchangeable on the same basis as the approximately 78 million Subco preferred shares currently outstanding (see Notes 2 and 11).

15. Subsequent Events

In June 2014, the Company’s President and CEO, a shareholder of the Company, loaned $50,000 to the Company. This loan amount has no fixed terms of repayment.

F-14

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q (this “Report”) contains forward-looking statements. The forward-looking statements are contained principally in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this Report. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates”, “believes”, “seeks”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “potential”, “predicts”, “projects”, “should”, “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Such statements may include, but are not limited to, information related to: anticipated operating results; relationships with our customers; consumer demand; financial resources and condition; changes in revenues; changes in profitability; changes in accounting treatment; cost of sales; selling, general and administrative expenses; interest expense; the ability to produce the liquidity or enter into agreements to acquire the capital necessary to continue our operations and take advantage of opportunities; legal proceedings and claims.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this Report. You should read this Report and the documents that we reference and file or furnish as exhibits to this Report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

PRESENTATION OF INFORMATION

Except as otherwise indicated by the context, references in this Report to “we”, “us” and “our” are to the combined business of Tropic International Inc. and its consolidated subsidiaries.

This Report includes our interim unaudited consolidated financial statements as at and for the three and nine months ended May 31, 2014. These financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”). All financial information in this Report is presented in Canadian dollars, unless otherwise indicated, and should be read in conjunction with our interim unaudited consolidated financial statements and the notes thereto included in this Report.

As disclosed in our current report on Form 8-K dated July 3, 2013, on June 28, 2013 (the “Closing Date”), we completed a share exchange with Tropic Spa Inc. (“Tropic Spa”), an Ontario corporation, 1896432 Ontario Inc., an Ontario corporation (“Subco”), and certain of the shareholders of Tropic Spa (collectively, the “Tropic Spa Shareholders”), pursuant to which we acquired 78,030,877 common shares, or approximately 78% of the issued and outstanding shares, of Tropic Spa in exchange for the issuance of 78,030,877 preferred shares of Subco, our wholly owned subsidiary, to the Tropic Spa Shareholders on a one-for-one basis (the “Share Exchange”). As a result of the Share Exchange, Tropic Spa became our majority-owned subsidiary and the former shareholders of Tropic Spa became holders of the preferred shares of Subco, a company that has only one issued and outstanding common share which is held by us. The transaction was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein Tropic Spa is considered the acquirer for accounting and financial reporting purposes. Our consolidated financial statements are therefore, in substance, those of Tropic Spa.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our results of operations and financial condition has been derived from and should be read in conjunction with our interim unaudited consolidated financial statements and the related notes thereto that appear elsewhere in this Report, as well as the “Presentation of Information” section that appears at the beginning of this Report.

Overview

We are a development stage company in the business of developing and commercializing an innovative home mist tanning system. Our goal is to market a unique system for convenient home use that delivers a full-body application and eliminates the harmful health effects associated with traditional tanning beds. To date, we have finalized the design of our product, applied for and acquired a United States Patent for it entitled “Apparatus for Spray Application of a Sunless Tanning Product” (the “Patent”) and have patents pending which are in the process of being completed for Australia, Canada, China and the European Union. We have also prepared our product for market and completed two phases of test marketing initiatives, and we are currently preparing to launch a comprehensive three-phase marketing strategy.

Our home mist tanning system delivers a full-body application in 12 seconds resulting in a tan that develops gradually over a period of five to eight hours and lasts from between five and eight days. The packages we market contain everything an individual needs to complete 10 full-body tans in the comfort of their own home. It consists of an application unit, a tanning kit and a pre-tan kit.

On the Closing Date, we completed the Share Exchange whereby we acquired approximately 78% of the issued and outstanding capital stock of Tropic Spa in exchange for 78,030,877 preferred shares of Subco, our wholly owned subsidiary. As a result of the Share Exchange, Tropic Spa became our majority-owned subsidiary, we assumed the business and operations of Tropic Spa and we changed our business address from Toronto, Ontario to Woodstock, Ontario. In order to more accurately reflect our new business operations, on December 6, 2013, we changed our name from “Rockford Minerals Inc.” to “Tropic International Inc.” as a result of a merger with Tropic International Inc., our wholly-owned subsidiary that was incorporated solely to effect the name change.

Tropic Spa was incorporated under the laws of the Province Ontario on September 17, 2007. Its operations to date have consisted of business formation, strategic development, test marketing, technology development and capital raising activities. The majority of Tropic Spa’s marketing efforts since its inception have focused on acquiring as much data as possible from its anticipated target markets in order to prepare for the launch of its three-phase marketing strategy described elsewhere in this Report.

We have generated $72,259 in revenues since our inception. Our website is www.tropicspatan.com.

Results of Operations

Revenue

During the nine months ended May 31, 2014, we generated $15,292 in revenue, including $2,792 in sales revenue and $12,500 in revenue from flyer distribution. During the nine months ended May 31, 2013, we generated $24,809 in revenue, including $6,059 in sales revenue and $18,750 in revenue from flyer distribution. The revenue we generated from sales during both periods was due to sales of our home mist tanning units, whereas the revenue we generated from flyer distribution during both periods was attributable to an arrangement pursuant to which we agreed to insert a brochure advertising a fitness company’s locations in Canada and related information into every home mist tanning unit package we ship in Canada for a period of two years beginning on March 1, 2012. The slight decrease in our sales revenue between the two periods resulted largely from a temporary switch in our focus to transitioning from a private entity to a public company, which occurred in advance of launching our upcoming comprehensive three-phase marketing strategy.

5

From our inception on September 17, 2007 to May 31, 2014, we generated $73,378 in revenue, including $23,378 in sales revenue and $50,000 in revenue from flyer distribution.

Production Costs

During the nine months ended May 31, 2014, we incurred production costs of $323,096, which, when subtracted from the revenue we generated during that period, resulted in a gross loss of $307,804. During the nine months ended May 31, 2013, we incurred production costs of $324,553 and a gross loss of $299,744. Our production costs during both periods were consistent and were attributable to a combination of Patent amortization ($279,806 in each of the current period and the prior period), production-related consulting fees ($22,800 in each period), depreciation ($12,524 in the current period vs. $15,654 in the prior period) and materials and supplies ($7,966 in the current period vs. $6,293 in the prior period).

From our inception on September 17, 2007 to May 31, 2014, we incurred production costs of $2,147,157, including $1,772,106 in Patent amortization, $178,150 in production-related consulting fees, $84,334 in depreciation, $103,081 in materials and supplies and $9,486 in prototype component costs.

Expenses

During the nine months ended May 31, 2014, we incurred $298,610 in total expenses, compared to $328,457 during the nine months ended May 31, 2013. All the expenses we incurred during both periods were general and administrative in nature.

Our expenses during the nine months ended May 31, 2014 consisted of $139,300 in management-related consulting fees, $94,404 in professional fees, $22,128 in office and miscellaneous expenses, $15,954 in travel and entertainment expenses, $12,900 in marketing expenses, $9,900 in rent and $4,331 in depreciation, as offset by a foreign exchange gain of $307. During the same period in the prior year, our expenses included $187,047 in management-related consulting fees, $55,906 in professional fees, $27,851 in office and miscellaneous expenses, $14,188 in travel and entertainment expenses, $29,233 in marketing expenses, $9,900 in rent and $4,332 in depreciation. Apart from the $47,747 decrease in our management-related consulting fees and the $16,333 decrease in our marketing expenses between the two periods, the latter of which was primarily due to the temporary switch in our focus described above, as well as the $38,498 increase in our professional fees that was entirely attributable to the increased costs of maintaining our status as a public company, our expenses were relatively consistent from period-to-period.

From our inception on September 17, 2007 to May 31, 2014, we incurred $1,802,324 in total expenses, all of which were also general and administrative in nature. These consisted of $910,797 in management-related consulting fees, $290,128 in marketing expenses, $282,429 in professional fees, $192,491 in office and miscellaneous expenses, $66,969 in travel and entertainment expenses, $37,700 in rent, $21,657 in depreciation and $460 in bad debt expenses, as offset by a foreign exchange gain of $307.

Net Loss

During the nine months ended May 31, 2014, we incurred a net loss and comprehensive loss of $606,414 and a net loss per share of $0.05. During the same period in the prior year, we experienced a net loss and comprehensive loss of $628,201 and a net loss per share of $0.008. Since our inception, we have incurred a net loss and comprehensive loss of $3,876,103.

6

Liquidity and Capital Resources

As of May 31, 2014, we had $3,595 in cash, $176,007 in total current assets, $4,829,415 in total assets, $261,178 in total and current liabilities and a working capital deficiency of $85,171. As of that date, we also had an accumulated deficit of $3,876,103.

During the nine months ended May 31, 2014, we spent $293,050 in cash on operating activities, compared to $371,498 in cash spending on operating activities during the same period in the prior year. The 21% decrease in our cash spending on operating activities between the two periods was primarily attributable to certain changes in our assets and liabilities, and in particular our amounts receivable and accounts payable and accrued liabilities.

We spent $5,051 in cash on investing activities during the nine months ended May 31, 2014, all of which was associated with patent costs, whereas we did not spend any cash on investing activities during the prior year.

During the nine months ended May 31, 2014, we received $190,000 in cash from financing activities, all of which was in the form of shareholder loans. During the same period in the prior year, we received $552,000 in cash from financing activities, all of which was in the form of proceeds from the issuance of Tropic Spa’s common shares.

During the nine months ended May 31, 2014, our cash decreased by $108,101 due to a combination of our operating, investing and financing activities.

Plan of Operations

Our plan of operations over the next 12 months is to carry out our three-phase marketing strategy and continue to develop our business, and we anticipate that we will require a minimum of $1,629,200 to pursue those plans, as follows:

Description	Amount ($)
Marketing expenses		600,000
Production costs		450,000
Professional fees		150,000
Management-related consulting fees		290,000
Rent (including utilities)		19,200
Travel and entertainment expenses		40,000
Office and miscellaneous expenses		80,000
Total		1,629,200

We intend to allocate the bulk of our proposed marketing expenses to producing and airing a new infomercial, and we expect interest in our home mist tanning system to increase as a result. Such an increase will likely be accompanied by an increase in sales, which will require us to manufacture additional units and incur substantial production costs. The other expenses we anticipate occurring over the next 12 months are reasonably consistent with those from prior periods, as adjusted to reflect the expected increase in our operations and the costs of maintaining our status as a public company.

7

We do not currently have sufficient funds to carry out our entire plan of operations, so we intend to meet the balance of our cash requirements for the next 12 months through a combination of debt financing and equity financing through private placements. Currently we are active in contacting broker/dealers in Canada and elsewhere regarding possible financing arrangements; however, we do not currently have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings. If we are unsuccessful in obtaining sufficient funds through our capital raising efforts, we may review other financing options, although we cannot provide any assurance that any such options will be available to us or on terms reasonably acceptable to us. Further, if we are unable to secure any additional financing then we plan to reduce the amount that we spend on our operations, including our management-related consulting fees and other general expenses, so as not to exceed the capital resources available to us. Regardless, our current cash reserves and working capital will not be sufficient to enable us to sustain our business for the next 12 months, even if we do decide to scale back our operations.

Critical Accounting Policies

Inventory

Inventory is stated at the lower of cost, computed using the first-in, first-out method, or market. If the cost of inventory exceeds its market value, a provision is made currently for the difference between the cost and market value. Our inventory consists of finished goods, components and supplies.

Equipment, Net

Equipment is stated at cost, net of accumulated depreciation. Equipment is depreciated over the estimated useful life of the asset. Mould equipment is depreciated at 20% on a declining-balance basis. The website is depreciated on a straight-line basis over five years. One-half of these rates are used in the year of acquisition. Replacements and major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Upon retirement or sale, the cost of assets disposed of and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is credited or charged to operations.

Intangible Assets

The Patent is recorded at the value attributed to the shares issued to the Originating Companies and shareholders of TGSI less accumulated amortization. The Patent was issued on September 29, 2009 and is effective until September 29, 2026. Upon expiration, the Patent can be extended subject to certain changes required to secure the extension. Although the effects of obsolescence, demand, competition and other economic factors (such as stability of the industry, technological advances and legislative action that results in an uncertain or changing regulatory environment) can have an adverse effect on the industry and our product, management is not currently aware of any known adverse factors that will affect us in the future.

Costs incurred for patents which are in the process of being completed will be amortized over the life of the patent when the patent is issued.

We do not believe that there are any limits to how long our Home Mist Tanning units can sell in the market place. While we expect to be able to secure an extension to the Patent in 2026, this cannot be predicted with certainty at this time. Accordingly, management has determined that the best estimate of the useful life of the Patent is 17 years. At this time, we do not believe that the Patent will have a residual value at the end of its useful life.

Definite-lived intangible assets are required to be amortized using a method that reflects the pattern in which the economic benefits of the patents are consumed or utilized. At this time, management is not able to determine with any amount of certainty the number of Home Mist Tanning units that will be sold over the useful life of the Patent. Accordingly, the Patent is being amortized on a straight-line basis over the period of its useful life.

As of May 31, 2014, there were no know indicators that the Patent was impaired.

8

Sales, Other Revenue and Deferred Revenue

We sell Home Mist Tanning units and related supplies primarily on line via our website. We recognize revenue when the units and supplies have been shipped to the customer, the amount to be paid by the customer is fixed or determinable and collectability is reasonably assured. Revenue is recorded net of applicable sales taxes.

In February 2012, we entered into an agreement with a fitness company to insert into every Home Mist Tanning unit package shipped in Canada a brochure advertising their store locations in Canada along with other related information about their fitness stores. Pursuant to this two-year agreement, commencing March 1, 2012 and ending February 28, 2014, we have received $50,000 for this service. Revenue is being recognized on a straight-line basis over the term of the agreement.

Warranty

We are committed to supplying products of superior quality and design. Because of this commitment, we provide a limited one year warranty effective from the date of purchase. We warranty our Home Mist Tanning units to be free of defects. If a unit stops operating due to defects in materials or workmanship, we either repair or replace it for free.

Foreign Currency

Our functional currency is the Canadian dollar. Our financial statements are presented in Canadian dollars. Virtually all transactions are currently in Canadian dollars.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Going Concern

Our financial statements have been prepared on a going concern basis, which implies we will continue to realize our assets and discharge our liabilities in the normal course of business. As at May 31, 2014, we had a working capital deficiency of $85,171 and an accumulated deficit of $3,876,103. Our continuation as a going concern is dependent upon the continued financial support from our stockholders, our ability to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding our ability to continue as a going concern. Our financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

9

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

As of the end of the period covered by this Report, management, with the participation of our Chief Executive and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, management concluded that our disclosure controls and procedures were not effective due to certain deficiencies in our internal control over financial reporting. These deficiencies include the fact that we have no audit committee or independent directors, our sole director is also our sole officer, and we do not have a system in place to review and monitor internal control over financial reporting.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that a reasonable possibility exists that a material misstatement of our financial statements will not be prevented or detected on a timely basis. The deficiencies described above constitute, both individually and in the aggregate, a material weakness given their potential impact on our financial reporting and internal control over financial reporting.

Management is currently evaluating remediation plans for the deficiencies and will implement changes as time and financial resources allow.

Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) during the period ended May 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

10

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers or any of our subsidiaries, threatened against or affecting us, our common stock, any of our subsidiaries or our officers or directors of those of our subsidiaries’ in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following documents are filed as a part of this quarterly report.

Exhibit Number	Exhibit Description
3(i).1	Articles of Incorporation filed with the Nevada Secretary of State on October 29, 2007 (1)
3(i).2	Certificate of Amendment filed with the Nevada Secretary of State on August 24, 2010 (1)
3(i).3	Certificate of Amendment filed with the Nevada Secretary of State on April 17, 2013 (2)
3(i).4	Articles of Merger filed with the Nevada Secretary of State on December 6, 2013 (3)
3(ii).1	By-Laws (1)
10.1	Share Exchange Agreement dated June 28, 2013 with 1896432 Ontario Inc., Tropic Spa Inc. and the shareholders of Tropic Spa Inc. (4)
21	1896431 Ontario Inc. (Ontario, Canada), 1896432 Ontario Inc. (Ontario, Canada), Tropic Spa Inc. (Ontario, Canada)
31.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Presentation Linkbase

(1)	Incorporated by reference from our registration statement on Form 10, filed with the SEC on October 15, 2010.
(2)	Incorporated by reference from our quarterly report on Form 10-Q, filed with the SEC on June 20, 2013.
(3)	Incorporated by reference from our annual report on Form 10-K, filed with the SEC on December 9, 2013.
(4)	Incorporated by reference from our current report on Form 8-K, filed with the SEC on July 3, 2013.

11

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: July 15, 2014	TROPIC INTERNATIONAL INC.
	By:	/s/ John Marmora
		John Marmora
		President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director

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EX-31.1

Exhibit 31.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John Marmora, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Tropic International Inc.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 15, 2014

By:	/s/ John Marmora
	John Marmora
	President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director

EX-32.1

Exhibit 32.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report on Form 10-Q of Tropic International Inc. for the period ended May 31, 2014 as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

Date: July 15, 2014

By:	/s/ John Marmora
	John Marmora
	President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director

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Commitments (Details Narrative) (CAD)	9 Months Ended
	May 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Premises lease rental	13,200

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Equipment, Net (Details Narrative) (CAD)	9 Months Ended		79 Months Ended
	May 31, 2014	May 31, 2013	May 31, 2014
Property, Plant and Equipment [Abstract]
Depreciation	16,855	19,986	105,991

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Equipment, Net (Tables)

9 Months Ended

May 31, 2014

Property, Plant and Equipment [Abstract]

Schedule of Equipment Cost

Equipment, at cost, consisted of:

	May 31, 2014			August 31, 2013
Mould equipment	$	155,300		$	155,300
Website		28,875			28,875
Equipment at cost		184,175			184,175
Accumulated depreciation		(105,991	)		(89,136	)
Equipment, net	$	78,184		$	95,039

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Subsequent Events (Details Natrrative) (Subsequent Event [Member], President [Member], CAD)	Jun. 30, 2014
Subsequent Event [Member] | President [Member]
Payments for advance to Affiliate	50,000

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Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) (CAD)	May 31, 2014	Aug. 31, 2013
Payables and Accruals [Abstract]
Trade payables	59,018	38,150
Vendor accruals	12,160	12,000
Accounts payable and accrued liabilities	71,178	50,150

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Summary of Significant Accounting Policies

9 Months Ended

May 31, 2014

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the financial statements of the Company, TSI, Subco and 1896431 Ontario Inc., the Company’s wholly owned subsidiary. All significant inter-company balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to equipment, fair values of intangible assets, and useful lives of intangible assets and the likelihood of realization of its deferred tax assets. The Company bases its estimates on assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Concentration of Risk

The financial instrument which potentially subjects the Company to a concentration of credit risk is cash. The Company places its cash in an account with a high credit quality financial institution.

Significant Accounting Policies

The accompanying consolidated financial statements reflect the application of certain significant accounting policies. There have been no material changes to the Company’s significant accounting policies that are disclosed in the consolidated financial statements and notes thereto during the period ended May 31, 2014.

Inventory

Inventory is stated at the lower of cost, computed using the first-in, first-out method, or market. If the cost of inventory exceeds its market value, a provision is made currently for the difference between the cost and market value. The Company’s inventory consists of finished goods, components and supplies.

Equipment, Net

Equipment is stated at cost, net of accumulated depreciation. Equipment is depreciated over the estimated useful life of the asset. Mould equipment is depreciated at 20% on a declining-balance basis. The website is depreciated on a straight-line basis over five years. One-half of these rates are used in the year of acquisition. Replacements and major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Upon retirement or sale, the cost of assets disposed of and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is credited or charged to operations.

Intangible Assets

The Patent is recorded at the value attributed to the shares issued to the Originating Companies and shareholders of TSGI less accumulated amortization. The Patent was issued on September 29, 2009 and is effective until September 29, 2026. Upon expiration, the Patent can be extended subject to certain changes required to secure the extension. Although the effects of obsolescence, demand, competition and other economic factors (such as stability of the industry, technological advances and legislative action that results in an uncertain or changing regulatory environment) can have an adverse effect on the industry and the Company’s product, management is not currently aware of any known adverse factors that will affect the Company in the future.

Costs incurred for patents which are in the process of being completed will be amortized over the life of the patent when the patent is issued.

The Company does not believe that there are any limits to how long its Home Mist Tanning units can sell in the market place. While it expects to be able to secure an extension to the Patent in 2026, this cannot be predicted with certainty at this time. Accordingly, management has determined that the best estimate of the useful life of the Patent is 17 years. At this time, the Company does not believe that the Patent will have a residual value at the end of its useful life.

Definite-lived intangible assets are required to be amortized using a method that reflects the pattern in which the economic benefits of the patents are consumed or utilized. At this time, management is not able to determine with any amount of certainty the number of Home Mist Tanning units that will be sold over the useful life of the Patent. Accordingly, the Patent is being amortized on a straight-line basis over the period of its useful life.

As of May 31, 2014, there were no know indicators that the Patent was impaired.

Leases

The Company currently rents premises pursuant to an operating lease.

Impairment of Long-Lived Assets

Long-lived assets, including equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount should be evaluated. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value.

Sales, Other Revenue and Deferred Revenue

The Company sells Home Mist Tanning units and related supplies primarily online via its website. The Company recognizes revenue when the units and supplies have been shipped to the customer, the amount to be paid by the customer is fixed or determinable and collectability is reasonably assured. Revenue is recorded net of applicable sales taxes.

In February 2012, the Company entered into an agreement with a fitness company to insert into every Home Mist Tanning unit package shipped in Canada a brochure advertising their store locations in Canada along with other related information about their fitness stores. Pursuant to this two-year agreement, commencing March 1, 2012 and ending February 28, 2014, the Company has received $50,000 for this service. Revenue was recognized on a straight-line basis over the term of the agreement.

Warranty

The Company is committed to supplying products of superior quality and design. Because of this commitment, it provides a limited one year warranty effective from the date of purchase. The Company warranties its Home Mist Tanning units to be free of defects. If a unit stops operating due to defects in materials or workmanship, the Company either repairs or replaces it for free.

Production Costs

Production costs consist of patent amortization, production consulting fees, equipment depreciation, materials and supplies.

Advertising Costs

The Company charges all advertising and marketing costs to expense in the period incurred.

Income Taxes

Deferred income tax is accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income and expense items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which

deferred tax assets or liabilities are expected to be settled or realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. At this time, the Company is not able to project future taxable income over the periods in which the deferred tax assets are deductible and, accordingly, management is not able to determine if it is more likely than not that the Company will realize the benefits of these deductible differences.

Derivative Financial Instruments

The Company does not have any derivative financial assets or liabilities.

Fair Value of Financial Instruments

Fair values of cash, accounts payable and accrued liabilities, and loans from shareholder approximate fair value because of the short-term nature of these items. Amounts receivable consists primarily of Harmonized Sales Tax (“HST”) receivable from the Government of Canada. HST is not a financial instrument.

Foreign Currency

The Company’s functional currency is the Canadian dollar. The accompanying consolidated financial statements are presented in Canadian dollars. Virtually all transactions of the Company are currently in Canadian dollars.

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Reverse Takeover (Details Narrative) (CAD)	0 Months Ended
	Jun. 28, 2013
Tropic Spa Inc [Member]
Number of preferred stock issued in exchange	78,030,877
Expected revenue, gross	1,000,000
Percentage of redeemable outstanding preferred shares on a pro-rata basis	1.00%
Tropic Spa Inc [Member]
Percentage of shares exchange for preferred stock of holding company	78.00%
Percentage of control of issued and outstanding of common stock	87.00%

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Company Overview and Basis of Presentation (Details Narrative) (CAD)	9 Months Ended		79 Months Ended
	May 31, 2014	May 31, 2013	May 31, 2014	Aug. 31, 2013	Aug. 31, 2012	Aug. 31, 2011	Aug. 31, 2010	Nov. 19, 2007 Tropic Spa Group Inc [Member]	Jun. 30, 2010 Tropic Spa Inc [Member]	Nov. 19, 2007 Tropic Spa Inc [Member]	Jun. 30, 2010 Tropic Spa Group Inc [Member]
Common stock, subscription									3,880,745	18,202,503	26,034,520
Common stock subscription amount									470,358	3,657,175	3,155,462
Development stage net loss	3,876,103		3,876,103	3,269,689				2,685,104
Subscription received amount used for Patent	6,342,279		6,342,279				2,685,104
Net cash operations	293,050	371,498	2,115,321
Working capital	85,171		85,171	229,633
Stockholders’ equity	4,568,237		4,568,237	5,174,651	5,444,151	5,946,762

XML

Reverse Takeover - Schedule of Fair Values of Assets Acquired and Liabilities (Details) (CAD)	May 31, 2014
Business Combinations [Abstract]
Cash	1,774
Subscriptions receivable	10
Accounts payable and accrued liabilities	(32,488)
Loan payable to TSI	(25,454)
Net liabilities acquired	(56,158)

XML

Summary of Significant Accounting Policies (Details Narrative) (CAD)	9 Months Ended	21 Months Ended
	May 31, 2013	Feb. 28, 2014
Accounting Policies [Abstract]
Services revenue received		50,000
Mould equipment, depreciation percentage	20.00%
Website, useful life	5 years
Patent, Year of Extension	2026
Estimate of useful life of Patent	17 years

XML

Reverse Takeover

9 Months Ended

May 31, 2014

Business Combinations [Abstract]

Reverse Takeover

2. Reverse Takeover

On June 28, 2013 (the “Closing Date”), RMI, its wholly-owned subsidiary 1896432 Ontario Inc. (“Subco”) and TSI entered into a share exchange agreement (the “Exchange Agreement”) with certain of the shareholders of TSI (the “Selling Shareholders”) pursuant to which RMI acquired 78,030,877 common shares, or approximately 78% of the issued and outstanding shares, of TSI in exchange for the issuance of 78,030,877 preferred shares of Subco to the Selling Shareholders on a one-for-one basis. Subsequent to the Closing Date, no additional shares have been exchanged. Each one preferred share of Subco is exchangeable into one share of the Company’s common stock at the option of the holder subject to the following restrictions:

● the Selling Shareholders require the written consent of Subco to exchange, sell or otherwise dispose of, directly or indirectly, any of their preferred shares of Subco until the six month anniversary of the Closing Date;

● within 30 days of that time, and provided TSI has generated at least $1,000,000 in gross revenue during the preceding six month period, Subco shall permit the Selling Shareholders to require Subco to redeem an aggregate of 1% of its then-outstanding preferred shares on a pro-rata basis; and

● within 30 days of each six month anniversary of the Closing Date until June 30, 2015, on which date all restrictions on the preferred shares shall automatically expire unless extended by the Selling Shareholders, Subco shall grant the holders of its preferred shares a permission identical to the one above.

Upon completion of the Exchange Agreement, the sole officer and director of TSI became the sole officer and a director of RMI and RMI adopted the business plan of TSI.

As a result of the share exchange, the former shareholders of TSI control approximately 87% of the issued and outstanding common shares of the Company. The Exchange Agreement is a reverse takeover and therefore has been accounted for under the acquisition method with TSI as the accounting acquirer and continuing entity for accounting and financial reporting purposes and RMI as the legal parent being the acquiree. The business is in the development stage and there is no active market to reliably determine fair value of the consideration other than the value of the identifiable assets acquired.

Therefore, the purchase price allocation of the acquisition is based on the fair value of the net liabilities acquired which is charged to additional paid-in-capital.

The fair values of assets acquired and liabilities assumed are as follows:

Cash	$	1,774
Subscriptions receivable		10
Accounts payable and accrued liabilities		(32,488	)
Loan payable to TSI		(25,454	)
Net liabilities acquired	$	(56,158	)

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Loss Per Share - Schedule of Computation of Loss Per Share (Details) (CAD)	9 Months Ended		12 Months Ended		79 Months Ended
	May 31, 2014	May 31, 2013	Aug. 31, 2013	Aug. 31, 2012	May 31, 2014
Earnings Per Share [Abstract]
Net loss	(606,414)	(628,201)	(781,639)	(960,111)	(3,876,103)
Common stock	12,264,146	99,999,900
Number of shares used in per share computations	12,264,146	82,706,076
Loss per share	(0.05)	(0.008)

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Stockholder's Equity (Details Narrative) (CAD)	0 Months Ended		9 Months Ended		12 Months Ended		79 Months Ended	0 Months Ended
	Apr. 30, 2013	Nov. 15, 2012	May 31, 2014	May 31, 2013	Aug. 31, 2013	Aug. 31, 2012	May 31, 2014	Jun. 28, 2013 Tropic Spa Inc [Member]
Common stock, shares authorized			300,000,000		300,000,000		300,000,000
Common stock, per share value			0.001		0.001		0.001
Common stock, shares issued			12,264,146		12,264,146		12,264,146
Common stock, shares outstanding			12,264,146		12,264,146		12,264,146
Business combination shares issued or issuable, number								78,030,877
Exchange for management services	1,797	14,500		16,297	16,297		16,297
Exchange for management services, shares	3,593,377	29,000,000			32,593,377
TSI common shares issued for proceeds					552,000	457,500
TSI common shares issued for proceeds, shares					10,890,100
Common stock shares issued during period			0

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Consolidated Balance Sheets (Unaudited) (CAD)	May 31, 2014	Aug. 31, 2013
Current assets:
Cash	3,595	111,696
Amounts receivable	6,853	9,774
Inventory	163,459	168,713
Prepaid expenses	2,100	2,100
Total current assets	176,007	292,283
Equipment, net (Note 6)	78,184	95,039
Intangible assets, net (Note 7)	4,575,224	4,849,979
Total assets	4,829,415	5,237,301
Current liabilities
Accounts payable and accrued liabilities (Note 8)	71,178	50,150
Unearned revenue		12,500
Loans from shareholder	190,000
Total current liabilities	261,178	62,650
Stockholders' equity (Note 11):
Common stock	12,612	12,612
Additional paid-in capital	8,431,728	8,431,728
Deficit accumulated during the development stage	(3,876,103)	(3,269,689)
Total stockholders' equity	4,568,237	5,174,651
Total liabilities and stockholders' equity	4,829,415	5,237,301

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Consolidated Statements of Stockholders' Equity (Unaudited) (CAD)		Common Stock [Member]	Additional Paid-In Capital [Member]	Deficit Accumulated During The Development Stage [Member]	Total
Balance at Aug. 31, 2011		7,474,701		(1,527,939)	5,946,762
Balance, shares at Aug. 31, 2011		50,166,275
Shares issued for cash		457,500			457,500
Shares issued for cash, shares		6,350,248
Net loss				(960,111)	(960,111)
Balance at Aug. 31, 2012		7,932,201		(2,488,050)	5,444,151
Balance, shares at Aug. 31, 2012		56,516,523
Shares issued for cash		552,000			552,000
Shares issued for cash, shares		10,890,100			10,890,100
Shares issued in exchange for management services		16,297			16,297
Shares issued in exchange for management services, shares		32,593,377			32,593,377
Recapitalization on reverse takeover (see Notes 2 and 11):		(8,487,886)	8,431,728		(56,158)
Elimination of issued share capital of TSI		(100,000,000)
Establishment of issued share capital of RMI		12,264,146
Net loss				(781,639)	(781,639)
Balance at Aug. 31, 2013		12,612	8,431,728	(3,269,689)	5,174,651
Balance, shares at Aug. 31, 2013	[1]	12,264,146
Shares issued in exchange for management services
Net loss				(606,414)	(606,414)
Balance at May. 31, 2014		12,612	8,431,728	(3,876,103)	4,568,237
Balance, shares at May. 31, 2014		12,264,146

[1] The above presentation reflects the issued share capital of TSI until the completion of the capital transaction, at which point it is adjusted to reflect the share capital of the legal parent company RMI.

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Intangible Assets, Net - Schedule of Patent and Patents Pending (Details) (CAD)	May 31, 2014	Aug. 31, 2013
Patent, Gross carrying amount	6,347,330
Patent, Accumulated amortization	1,772,106
Net carrying amount, total	4,570,173
United States Patent [Member]
Patent, Gross carrying amount	6,342,279	6,342,279
Patent, Accumulated amortization	1,772,106	1,492,300
Net carrying amount, total	4,570,173	4,849,979
Patents Pending [Member]
Patent, Gross carrying amount	5,051
Patent, Accumulated amortization
Net carrying amount, total	5,051

XML

Summary of Significant Accounting Policies (Policies)

9 Months Ended

May 31, 2014

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The accompanying consolidated financial statements include the financial statements of the Company, TSI, Subco and 1896431 Ontario Inc., the Company’s wholly owned subsidiary. All significant inter-company balances and transactions have been eliminated.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to equipment, fair values of intangible assets, and useful lives of intangible assets and the likelihood of realization of its deferred tax assets. The Company bases its estimates on assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Concentration of Risk

Concentration of Risk

The financial instrument which potentially subjects the Company to a concentration of credit risk is cash. The Company places its cash in an account with a high credit quality financial institution.

Significant Accounting Policies

Significant Accounting Policies

The accompanying consolidated financial statements reflect the application of certain significant accounting policies. There have been no material changes to the Company’s significant accounting policies that are disclosed in the consolidated financial statements and notes thereto during the period ended May 31, 2014.

Inventory

Inventory

Inventory is stated at the lower of cost, computed using the first-in, first-out method, or market. If the cost of inventory exceeds its market value, a provision is made currently for the difference between the cost and market value. The Company’s inventory consists of finished goods, components and supplies.

Equipment, Net

Equipment, Net

Equipment is stated at cost, net of accumulated depreciation. Equipment is depreciated over the estimated useful life of the asset. Mould equipment is depreciated at 20% on a declining-balance basis. The website is depreciated on a straight-line basis over five years. One-half of these rates are used in the year of acquisition. Replacements and major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Upon retirement or sale, the cost of assets disposed of and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is credited or charged to operations.

Intangible Assets

Intangible Assets

The Patent is recorded at the value attributed to the shares issued to the Originating Companies and shareholders of TSGI less accumulated amortization. The Patent was issued on September 29, 2009 and is effective until September 29, 2026. Upon expiration, the Patent can be extended subject to certain changes required to secure the extension. Although the effects of obsolescence, demand, competition and other economic factors (such as stability of the industry, technological advances and legislative action that results in an uncertain or changing regulatory environment) can have an adverse effect on the industry and the Company’s product, management is not currently aware of any known adverse factors that will affect the Company in the future.

Costs incurred for patents which are in the process of being completed will be amortized over the life of the patent when the patent is issued.

The Company does not believe that there are any limits to how long its Home Mist Tanning units can sell in the market place. While it expects to be able to secure an extension to the Patent in 2026, this cannot be predicted with certainty at this time. Accordingly, management has determined that the best estimate of the useful life of the Patent is 17 years. At this time, the Company does not believe that the Patent will have a residual value at the end of its useful life.

Definite-lived intangible assets are required to be amortized using a method that reflects the pattern in which the economic benefits of the patents are consumed or utilized. At this time, management is not able to determine with any amount of certainty the number of Home Mist Tanning units that will be sold over the useful life of the Patent. Accordingly, the Patent is being amortized on a straight-line basis over the period of its useful life.

As of May 31, 2014, there were no know indicators that the Patent was impaired.

Leases

Leases

The Company currently rents premises pursuant to an operating lease.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Long-lived assets, including equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount should be evaluated. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value.

Sales, Other Revenue and Deferred Revenue

Sales, Other Revenue and Deferred Revenue

The Company sells Home Mist Tanning units and related supplies primarily online via its website. The Company recognizes revenue when the units and supplies have been shipped to the customer, the amount to be paid by the customer is fixed or determinable and collectability is reasonably assured. Revenue is recorded net of applicable sales taxes.

In February 2012, the Company entered into an agreement with a fitness company to insert into every Home Mist Tanning unit package shipped in Canada a brochure advertising their store locations in Canada along with other related information about their fitness stores. Pursuant to this two-year agreement, commencing March 1, 2012 and ending February 28, 2014, the Company has received $50,000 for this service. Revenue was recognized on a straight-line basis over the term of the agreement.

Warranty

Warranty

The Company is committed to supplying products of superior quality and design. Because of this commitment, it provides a limited one year warranty effective from the date of purchase. The Company warranties its Home Mist Tanning units to be free of defects. If a unit stops operating due to defects in materials or workmanship, the Company either repairs or replaces it for free.

Production Costs

Production Costs

Production costs consist of patent amortization, production consulting fees, equipment depreciation, materials and supplies.

Advertising Costs

Advertising Costs

The Company charges all advertising and marketing costs to expense in the period incurred.

Income Taxes

Income Taxes

Deferred income tax is accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income and expense items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. At this time, the Company is not able to project future taxable income over the periods in which the deferred tax assets are deductible and, accordingly, management is not able to determine if it is more likely than not that the Company will realize the benefits of these deductible differences.

Derivative Financial Instruments

Derivative Financial Instruments

The Company does not have any derivative financial assets or liabilities.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair values of cash, accounts payable and accrued liabilities, and loans from shareholder approximate fair value because of the short-term nature of these items. Amounts receivable consists primarily of Harmonized Sales Tax (“HST”) receivable from the Government of Canada. HST is not a financial instrument.

Foreign Currency

Foreign Currency

The Company’s functional currency is the Canadian dollar. The accompanying consolidated financial statements are presented in Canadian dollars. Virtually all transactions of the Company are currently in Canadian dollars.

XML

Intangible Assets, Net - Schedule of Amortization Expense on Intangible Assets (Details) (CAD)	May 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
2014	93,269
2015	373,075
2016	373,075
2017	373,075
2018	373,075
Thereafter	2,984,604
Net carrying amount, total	4,570,173

XML

Loss Per Share (Tables)

9 Months Ended

May 31, 2014

Earnings Per Share [Abstract]

Schedule of Computation of Loss Per Share

The following table sets forth the computation of loss per share:

	For the Nine Months Ended May 31,
	2014			2013
Net loss per share:
Net loss	$	(606,414	)	$	(628,201	)
Weighted-average shares outstanding:
Common stock		12,264,146			99,999,900
Number of shares used in per share computations		12,264,146			82,706,076
Loss per share	$	(0.05	)	$	(0.008	)

XML

Company Overview and Basis of Presentation

9 Months Ended

May 31, 2014

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

Rockford Minerals, Inc. (a development stage company) (“RMI”) was incorporated under the laws of the state of Nevada on October 29, 2007. RMI was a natural resource exploration company with an objective of acquiring, exploring and, if warranted and feasible, developing natural resource properties. Activities during the exploration stage included developing the business plan and raising capital.

On June 28, 2013, RMI completed a reverse takeover transaction (see Note 2) with Tropic Spa Inc. (“TSI”), a company that manufactures and sells Home Mist Tanning units that deliver a full-body application. As a result of this transaction, RMI became a holding company operating through TSI. Upon the closing of the Exchange Agreement, RMI changed its fiscal year end from October 31 to August 31 to coincide with the fiscal year end of TSI.

On December 6, 2013, RMI changed its name to Tropic International Inc. (the “Company”) as a result of a merger with Tropic International Inc., a wholly-owned subsidiary incorporated solely to effect the name change. The accompanying consolidated financial statements include the results of operations of TSI and the Company for the nine months ended May 31, 2014. The comparative amounts are the results of operations of TSI for the nine months ended May 31, 2013.

On November 19, 2007, TSI entered into Share Subscription Agreements (the “Agreements”) with MCM Consulting Ltd., Nandoor Enterprises Ltd., Sierra Tan Ltd., Sunshower Incorporated, Sunshower International Corporation and Tropic Spa Group Inc. (the “Originating Companies”). Pursuant to the terms of the Agreements, the Originating Companies subscribed for, in aggregate, 18,202,503 common shares of TSI valued at $3,657,175. This assigned value was the cost to the Originating Companies, as of that date, of developing a Home Mist Tanning system and the application for and acquisition of a United States Patent “Apparatus for Spray Application of a Sunless Tanning Product” (the “Patent”). The Agreements included a triggering event (a “Triggering Event”) which was defined to mean the occurrence of any of the following events:

● Ninety days after TSI has been listed as a public company on a stock exchange;

● Ninety days after TSI either purchases or is purchased by a company that is trading on a stock exchange; or

● Notwithstanding the above, ninety days after TSI has notified the originating companies in writing that a Triggering Event has occurred.

The Originating Companies entered into agreements with their shareholders allowing the shareholders, upon the Triggering Event, to exchange their class A shares in the originating companies, by exercising the option under their common share exchange warrant, for common shares in TSI.

On April 9, 2009, the Board of Directors of TSI (the “Board”) resolved that the Triggering Event had occurred and approved and issued a Notification of Triggering Event to the shareholders of the Originating Companies. The decision to exercise the Triggering Event was driven by three factors:

● the approval of the Patent;

● delivery of the final production model on or before April 21, 2009; and

● implementation of an aggressive marketing strategy.

After November 19, 2007, and subsequent to the execution of the Agreements, Tropic Spa Group Inc. (“TSGI”) incurred an additional $2,685,104 on the continued development of the Home Mist Tanning system and the application for and acquisition of the Patent. On March 11, 2013, TSI executed a second Share Subscription Agreement (the “Second Agreement”) with TSGI to cover the common shares of TSI issued to the shareholders of TSGI in respect of the additional costs incurred. Pursuant to the terms of the Second Agreement, TSGI subscribed for 26,034,520 common shares valued at $3,155,462 covering the period from November 20, 2007 to June 2010. Of these amounts, 3,880,745 common shares are for $470,358 received directly by TSI. The value assigned to the carrying value of the Patent, during the year ended August 31, 2010, was $2,685,104 ($3,155,462 less $470,358). The total value assigned to the carrying value of the Patent pursuant to the Agreements and the Second Agreement, collectively, was $6,342,279.

The Company, through TSI, has patents pending which are in the process of being completed for Australia, Canada, China and the European Union. Costs incurred are recorded as intangible assets.

As reflected in the accompanying consolidated financial statements, the Company is in the development stage, has a net loss of $3,876,103 (August 31, 2013 - $3,269,689) since inception and has used cash in operations of $2,115,321 from inception. The Company has a working capital deficiency of $85,171 (August 31, 2013 – working capital of $229,633) and stockholders’ equity of $4,568,237 (August 31, 2013 - $5,174,651). 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 the Company’s ability to raise additional capital and implement its business plan. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

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Consolidated Statements of Loss and Comprehensive Loss (Unaudited) (CAD)	9 Months Ended		79 Months Ended
	May 31, 2014	May 31, 2013	May 31, 2014
Revenue:
Sales	2,792	6,059	23,378
Flyer distribution	12,500	18,750	50,000
Total revenue	15,292	24,809	73,378
Production costs:
Amortization - patent	279,806	279,806	1,772,106
Consulting fees - production	22,800	22,800	178,150
Depreciation	12,524	15,654	84,334
Materials and supplies	7,966	6,293	103,081
Prototype components			9,486
Total production costs	323,096	324,553	2,147,157
Gross loss	(307,804)	(299,744)	(2,073,779)
General and administration:
Bad debts			460
Consulting fees - management (Note 9)	139,300	187,047	910,797
Depreciation	4,331	4,332	21,657
Marketing	12,900	29,233	290,128
Office and miscellaneous	22,128	27,851	192,491
Professional fees	94,404	55,906	282,429
Rent	9,900	9,900	37,700
Travel and entertainment	15,954	14,188	66,969
Loss on foreign exchange	(307)		(307)
Total general and administration	298,610	328,457	1,802,324
Loss before income taxes	(606,414)	(628,201)	(3,876,103)
Income taxes
Net loss and comprehensive loss	(606,414)	(628,201)	(3,876,103)
Net loss per share - basic and diluted (Note 4)	(0.05)	(0.008)
Weighted-average number of shares outstanding	12,264,146	82,706,076

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Stockholder's Equity

9 Months Ended

May 31, 2014

Equity [Abstract]

Stockholders' Equity

11. Stockholders’ Equity

The Company is authorized to issue 300,000,000 common shares at a par value of $0.001 (2013 – 300,000,000 common shares at a par value of $0.001).

At May 31, 2014 and August 31, 2013, the Company had 12,264,146 common shares legally issued and outstanding.

On June 28, 2013, pursuant to the Exchange Agreement, RMI acquired 78,030,877 common shares of TSI in exchange for the issuance of 78,030,877 preferred shares of Subco to the Selling Shareholders on a one-for-one basis. As a result of the Exchange Agreement, TSI became the Company’s majority-owned subsidiary. Each preferred share of Subco is exchangeable into one common share of the Company at the option of the holder subject to certain restrictions. As at May 31, 2014 and August 31, 2013, none of the preferred shares had been exchanged into common shares. Accordingly, the number of common shares of the Company outstanding at August 31, 2013 is equal to the number of common shares outstanding immediately prior to the consummation of the Exchange Agreement.

As a condition of the closing of the Exchange Agreement, the Company also entered into a Support Agreement and a Voting and Exchange Trust Agreement on the closing date. The Support Agreement ensures that the obligations of Subco remain effective until all of the preferred shares have been exchanged into common shares. The Voting and Exchange Trust Agreement provides and establishes a procedure whereby the voting rights attached to shares of the Company’s common stock are exercisable by the registered holders (the Selling Shareholders) of the preferred shares. The Trustee holds legal title to a Special Voting Share to which voting rights are attached for the benefit of the Selling Shareholders. The Trustee holds the Special Voting Share solely for the use and benefit of the Selling Shareholders.

Common Stock Issuances

During the nine months ended May 31, 2014, the Company issued no shares.

During the year ended August 31, 2013, TSI issued 10,890,100 common shares for proceeds of $552,000 and 32,593,377 common shares in exchange for management services received valued at $16,297.

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Document and Entity Information	9 Months Ended
	May 31, 2014	Jul. 15, 2014
Document And Entity Information
Entity Registrant Name	TROPIC INTERNATIONAL INC.
Entity Central Index Key	0000844538
Document Type	10-Q
Amendment Flag	false
Document Period End Date	May 31, 2014
Current Fiscal Year End Date	--08-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock Shares Outstanding		12,264,146
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2014

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Risks and Uncertainties

9 Months Ended

May 31, 2014

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, uncertainty in the potential markets for its Home Mist Tanning units, increasing competition, and dependence on its existing management and key personnel.

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Consolidated Statements of Cash Flows (Unaudited) (CAD)	9 Months Ended		79 Months Ended
	May 31, 2014	May 31, 2013	May 31, 2014
Cash Flows From Operating Activities
Net loss	(606,414)	(628,201)	(3,876,103)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization - patent	279,806	279,806	1,772,106
Depreciation	16,855	19,986	105,991
Changes in assets and liabilities:
Amounts receivable	2,921	(23,272)	(6,753)
Inventory	5,254	1,942	(163,459)
Prepaid expenses		1,100	(2,100)
Accounts payable and accrued liabilities	21,028	(20,406)	38,700
Unearned revenue	(12,500)	(18,750)
Shares issued for management services		16,297	16,297
Net cash used in operating activities	(293,050)	(371,498)	(2,115,321)
Cash Flows From Investing Activities
Purchases of equipment			(184,175)
Cash transferred upon reverse acquisition of RMI			1,774
Funds advanced to RMI, prior to reverse acquisition			(25,454)
Patent costs	(5,051)		(5,051)
Net cash used in investing activities	(5,051)		(212,906)
Cash Flows From Financing Activities
Loans from shareholder	190,000		190,000
Proceeds from issuance of common stock		552,000	2,141,822
Net cash provided by financing activities	190,000	552,000	2,331,822
Increase (decrease) in cash during the period	(108,101)	180,502	3,595
Cash, beginning of period	111,696	34,778
Cash, end of period	3,595	215,280	3,595
Supplementary Information:
On November 15, 2012, TSI issued 29,000,000 shares valued at $14,500 in exchange for management services received.
On April 30, 2013, TSI issued 3,593,377 shares valued at $1,797 in exchange for management services received.
On June 28, 2013, a share recapitalization occurred pursuant to a reverse takeover transaction (see Notes 2 and 11).

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Equipment, Net

9 Months Ended

May 31, 2014

Property, Plant and Equipment [Abstract]

Equipment, Net

6. Equipment, Net

Equipment, at cost, consisted of:

	May 31, 2014			August 31, 2013
Mould equipment	$	155,300		$	155,300
Website		28,875			28,875
Equipment at cost		184,175			184,175
Accumulated depreciation		(105,991	)		(89,136	)
Equipment, net	$	78,184		$	95,039

Depreciation was $16,855 and $19,986 for the nine month periods ended May 31, 2014 and 2013, respectively.

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Fair Value Measurements

9 Months Ended

May 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

5. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 – Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3 – Unobservable inputs that are supported by little or no market activity, which require management judgment or estimation.

The Company measures its financial instruments at fair value.

The carrying value of cash deposits is a reasonable estimate of its fair value due to the short maturity of the financial instrument.

The Company does not have assets and liabilities that are measured at fair value on a recurring basis.

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Reverse Takeover (Tables)

9 Months Ended

May 31, 2014

Business Combinations [Abstract]

Schedule of Fair Values of Assets Acquired and Liabilities

The fair values of assets acquired and liabilities assumed are as follows:

Cash	$	1,774
Subscriptions receivable		10
Accounts payable and accrued liabilities		(32,488	)
Loan payable to TSI		(25,454	)
Net liabilities acquired	$	(56,158	)

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Accounting Pronouncements

9 Months Ended

May 31, 2014

Accounting Changes and Error Corrections [Abstract]

Accounting Pronouncements

13. Accounting Pronouncements

There are no recently adopted accounting pronouncements or recent accounting pronouncements not yet adopted that will have a material impact on the Company’s financial statements.

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Related Party Transactions

9 Months Ended

May 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions

9. Related Party Transactions

Consulting fees paid to the President of the Company were $nil and $16,047 for the nine month periods ended May 31, 2014 and 2013, respectively.

Consulting fees paid to a company controlled by the President of the Company were $66,900 and $78,600 for the nine month periods ended May 31, 2014 and 2013, respectively.

All transactions with related parties occurred in the normal course of business and were measured at the exchange amount, which was the amount of consideration agreed upon between management and the related parties.

Also see Note 11.

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Intangible Assets Net

9 Months Ended

May 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

7. Intangible Assets, Net

The following tables provide information regarding the Patent and patents pending:

	May 31, 2014
	Gross carrying amount		Accumulated amortization		Net carrying amount
United States Patent	$	6,342,279	$	1,772,106	$	4,570,173
Patents pending		5,051		-		5,051
	$	6,347,330	$	1,772,106	$	4,575,224

	August 31, 2013
	Gross carrying amount		Accumulated amortization		Net carrying amount
United States Patent	$	6,342,279	$	1,492,300	$	4,849,979

Also see Note 1 Company Overview and Basis of Presentation.

As of May 31, 2014, amortization expense on intangible assets for the next five years was expected to be as follows:

	Amount
Year ending:
2014	$	93,269
2015		373,075
2016		373,075
2017		373,075
2018		373,075
Thereafter		2,984,604
Total	$	4,570,173

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Accounts Payable and Accrued Liabilities

9 Months Ended

May 31, 2014

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities

8. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of:

	May 31, 2014		August 31, 2013
Trade payables	$	59,018	$	38,150
Vendor accruals		12,160		12,000
Accounts payable and accrued liabilities	$	71,178	$	50,150

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Commitments

9 Months Ended

May 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments

10. Commitments

On January 8, 2014, the Company renewed its premises lease dated November 11, 2011 for one additional year from February 1, 2014 to January 31, 2015 for a rental of $13,200 per year plus HST.

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Equipment, Net - Schedule of Equipment Cost (Details) (CAD)	May 31, 2014	Aug. 31, 2013
Property, Plant and Equipment [Abstract]
Mould Equipment	155,300	155,300
Website	28,875	28,875
Equipment at cost	184,175	184,175
Accumulated depreciation	(105,991)	(89,136)
Equipment, net	78,184	95,039

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Subsequent Events

9 Months Ended

May 31, 2014

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent Events

In June 2014, the Company’s President and CEO, a shareholder of the Company, loaned $50,000 to the Company. This loan amount has no fixed terms of repayment.

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Intangible Assets, Net (Tables)

9 Months Ended

May 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Patent and Patents Pending

The following tables provide information regarding the Patent and patents pending:

	May 31, 2014
	Gross carrying amount		Accumulated amortization		Net carrying amount
United States Patent	$	6,342,279	$	1,772,106	$	4,570,173
Patents pending		5,051		-		5,051
	$	6,347,330	$	1,772,106	$	4,575,224

	August 31, 2013
	Gross carrying amount		Accumulated amortization		Net carrying amount
United States Patent	$	6,342,279	$	1,492,300	$	4,849,979

Schedule of Amortization Expense on Intangible Assets

As of May 31, 2014, amortization expense on intangible assets for the next five years was expected to be as follows:

	Amount
Year ending:
2014	$	93,269
2015		373,075
2016		373,075
2017		373,075
2018		373,075
Thereafter		2,984,604
Total	$	4,570,173

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Contingent Liability (Details Narrative)	9 Months Ended
	May 31, 2014
Tropic Spa Group Inc [Member]
Number of common shares acquire from subsidiary	21,969,123
Subco [Member]
Number of preferred stock for exchange	21,969,123
Preferred stock outstanding	78,000,000

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Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) (CAD)	0 Months Ended		9 Months Ended		12 Months Ended	79 Months Ended
	Apr. 30, 2013	Nov. 15, 2012	May 31, 2014	May 31, 2013	Aug. 31, 2013	May 31, 2014
Statement of Cash Flows [Abstract]
Exchange for management services	1,797	14,500		16,297	16,297	16,297
Exchange for management services, shares	3,593,377	29,000,000			32,593,377

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Loss Per Share

9 Months Ended

May 31, 2014

Earnings Per Share [Abstract]

Loss Per Share

4. Loss Per Share

The following table sets forth the computation of loss per share:

	For the Nine Months Ended May 31,
	2014			2013
Net loss per share:
Net loss	$	(606,414	)	$	(628,201	)
Weighted-average shares outstanding:
Common stock		12,264,146			99,999,900
Number of shares used in per share computations		12,264,146			82,706,076
Loss per share	$	(0.05	)	$	(0.008	)

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Accounts Payable and Accrued Liabilities (Tables)

9 Months Ended

May 31, 2014

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of:

	May 31, 2014		August 31, 2013
Trade payables	$	59,018	$	38,150
Vendor accruals		12,160		12,000
Accounts payable and accrued liabilities	$	71,178	$	50,150

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Related Party Transactions (Details Narrative) (CAD)	9 Months Ended
	May 31, 2014	May 31, 2013
MCM Consulting Ltd [Member]
Consulting fees paid	66,900	78,600
President [Member]
Consulting fees paid		16,047

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Contingent Liability

9 Months Ended

May 31, 2014

Contingent Liability

Contingent Liability

14. Contingent Liability

Pursuant to the Exchange Agreement, the Company may be required to acquire up to 21,969,123 common shares of TSI, being those TSI shares still outstanding, in exchange for 21,969,123 preferred shares of Subco on a one-for-one basis. Such preferred shares would then be exchangeable on the same basis as the approximately 78 million Subco preferred shares currently outstanding (see Notes 2 and 11).