37,311,887.

TRIDENT BRANDS INCORORATED

FORM 10-Q

For the quarterly period ended ~~August~~May 31, ~~2016~~

2022

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	7	6

	Consolidated Balance Sheets as at ~~August~~May 31, ~~2017~~2022 and November 30, ~~2016~~2021	8	6

	Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~August~~May 31, ~~2017~~2022 and ~~August~~May 31, ~~2016~~2021	9	7
	Consolidated Statements of Changes in Stockholders’ Deficit for the six months ended May 31, 2022 and May 31, 2021		8
	Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~August~~May 31, ~~2017~~2022 and ~~August~~May 31, ~~2016~~2021	10	9

	Notes to Consolidated ~~Unaudited~~ Financial Statements	11	10

Item 22.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15	17
Item 3.
~~Item 3~~	Quantitative and Qualitative Disclosures about Market Risk	21	22
Item 4.	Controls and Procedures		22

PART II	OTHER INFORMATION		23
Item 6.	Exhibits		25


~~Item 4~~	~~Controls and Procedures~~	212

~~PART II~~	~~OTHER INFORMATION~~	21Table of Contents

~~Item 6~~	~~Exhibits~~	21

Basis of Presentation

Except where the context otherwise requires, all references in this Quarterly Report on Form 10-Q (“Form 10-Q”) to the “Company”, “we”, “us”, “our”, “Trident” and “Trident Brands” or similar words and phrases are to Trident Brands Incorporated and its subsidiaries, taken together.

In this report, all currency amounts are expressed in thousands of United States (“U.S.”) dollars (“$”), except per share data, unless otherwise stated. Amounts expressed in other than U.S. dollars are noted accordingly. For example, amounts if expressed in Canadian dollars are expressed in thousands of Canadian dollars and preceded by the symbol “Cdn $”.

Forward-Looking Statements

This Form 10-Q contains forward-looking statements which are based on our current expectations and assumptions and involve a number of risks and uncertainties. Generally, forward-looking statements do not relate strictly to historical or current facts and are typically accompanied by words such as “anticipate”, “estimate”, “intend”, “project”, “potential”, “continue”, “believe”, “expect”, “could”, “would”, “should”, “might”, “plan”, “will”, “may”, “predict”, the negatives of such terms, and words and phrases of similar impact and include, but are not limited to references to expected increases in revenues and margins, growth opportunities, the success of new product launches and line extensions, our ability to finance our business, potential strategic investments, business strategies, competitive strengths, goals, references to key markets where we operate and the market for our securities. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on certain assumptions and analyses we make in light of our experience and our interpretation of current conditions, historical trends and expected future developments, as well as other factors that we believe are appropriate in the circumstance.

Whether actual results and developments will agree with our expectations and predictions is subject to many risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from our expectations and predictions. We believe these factors include, but are not limited to, the following:

●

we have a limited operating history with significant losses and expect losses to continue for the foreseeable future;

·	~~there is doubt about our ability~~
	●	we have an urgent need for additional capital to ~~continue as a going concern due to recurring losses from operations, an accumulated deficit and insufficient cash resources on hand to meet~~fund our business ~~objectives, all of which means that~~operations and if we ~~may not~~ae unable to secure needed capital, there will be ~~able to continue operations;~~a material adverse effect on our business and financial condition;

·
	●	we could face intense competition, which could result in lower revenues and higher expenditures and could adversely affect our results of operations;

·
	●	we are governed by only ~~three~~four persons serving as directors and officers which may lead to faulty corporate governance;

·
	●	we must attract and maintain key personnel or our business may fail;

·
	●	we may not be able to secure additional financing to meet our future capital needs due to changes in general economic conditions;

·
	●	our business and operating results could be harmed if we fail to manage our growth or change;

·
	●	we have a limited operating history and if we are not successful in growing our business, then we may have to scale back or even cease our ongoing business operations;

·
	●	if our intellectual property is not adequately protected, then we may not be able to compete effectively and we may not be profitable;

·
	●	if we are the subject of an intellectual property infringement claim, the cost of participating in any litigation could impact our ability to stay in business;

·
	●	we could lose our competitive advantages if we are not able to protect any of our food and nutritional products and intellectual property rights against infringement, and any related litigation could be time-consuming and costly;

·3

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●

if we fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources may be strained;

~~if we fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources may be strained;~~

●

our services may become obsolete and unmarketable if we are unable to respond adequately to rapidly changing technology and customer demands;

·
	●	our failure to appropriately respond to changing consumer preferences and demand for new products or product enhancements could significantly harm product sales and harm our financial condition and operating results;

·
	●	if we do not introduce new products or make enhancements to adequately meet the changing needs of our customers, some of our products could fail in the marketplace, which could negatively impact our revenues, financial condition and operating results;

·
	●	we are affected by laws and governmental regulations with potential penalties or claims, which could harm our financial condition and operating results;

·
	●	since we rely on independent third parties for the manufacture and supply ~~of certain~~ of our products, if these third parties fail to reliably supply products to us at required levels of quality and which are manufactured in compliance with applicable laws, then our financial condition and operating results would be harmed;

·
	●	we may incur material product liability claims, which could increase our costs and harm our financial condition and operating results;

·
	●	unless we can generate sufficient cash from operations or raise additional funds, we may not be able to meet our debt and other obligations;

·
	●	our customers generally are not obligated to continue purchasing products from us;

·
	●	if we do not manage our supply chain effectively, our operating results may be adversely affected;

·
	●	our stock price may be volatile, which may result in losses to our shareholders;

·
	●	our common shares are thinly traded and our shareholders may be unable to sell at or near ask prices, or at all;

●

the market price for our common stock is particularly volatile given our status as a relatively small and developing company, which could lead to wide fluctuations in our share price. Our shareholders may be unable to sell your common stock at or above their purchase price if at all, which may result in substantial losses;

·
	●	we do not anticipate paying any cash dividends to our common shareholdersand as a result shareholders may only realize a return when the shares are sold;

·
	●	we are ~~listed~~quoted on the OTCQB quotation system and our common stock is subject to “penny stock” rules which could negatively impact our liquidity and our shareholders’ ability to sell their shares;

·
	●	volatility in our common share price may subject us to securities litigation;

·
	●	the elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights of our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees; ~~and~~

·
	●	our business is subject to changing regulations related to corporate governance and public disclosure that have increased both our costs and the risk of ~~noncompliance.~~noncompliance; and

	●	The ongoing coronavirus outbreak could have an adverse effect on our business.

		Concerns remain about the global outbreak of a novel strain of coronavirus (COVID-19). The virus spread rapidly across the globe, including the U.S. The pandemic had an unprecedented impact on the U.S. economy as federal, state and local governments reacted to this public health crisis, which has created significant uncertainties. These uncertainties include, but are not limited to, the potential adverse effect of the pandemic on the economy, our customers and supply chain.

		Consumer fear about becoming ill with the virus and recommendations and/or mandates from federal, state and local authorities to avoid large gatherings of people or self-quarantine may continue. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration of the outbreak within the U.S., the impact on capital and financial markets and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted. This situation is changing rapidly, and additional impacts may arise that we are not aware of currently.

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Consequently all forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that our actual results or the developments we anticipate will be realized. The foregoing factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report.

Corporate Legal Structure and Related Matters

Trident Brands Incorporated has ~~five~~two legal subsidiaries, as detailed below.

~~Trident Sports Nutrition Inc.~~ is 100% owned by Trident Brands and is organized to deliver shelf ready product solutions in the sports nutrition and supplement segment to leading retailers for private label and captive label programs.

Brain Armor Inc. is ~~85%~~70.5% owned by Trident Brands and is organized to develop, market and sell a portfolio of DHA supplements under the Brain Armor® brand targeted at the cognitive health and performance segment.

~~Sports Nutrition Product Inc.~~ ~~(DBA Everlast Nutrition) is 100% owned by Trident Brands and holds an exclusive license to market and sell products in the nutritional food and supplement category under the Everlast® brand.~~

Trident Brands Canada Ltd. is 100% owned by Trident Brands Incorporated and holds various banking facilities, and licenses associated with the manufacturing, importation and sale of natural health and nutrition products in Canada.

~~Trident Brands International Ltd.~~ ~~is 100% owned by Trident Brands and was organized to handle the company’s international operations and sub-license trademarks and/or products in international markets.~~

The Company’s administrative office is located at ~~200 South Executive Drive,~~433 Plaza Real, Suite ~~101, Brookfield, Wisconsin, 53005~~275, Boca Raton, FL 33432 and its fiscal year end is November 30th.

The Company has authorized capital of 300,000,000 common shares with a par value of $0.001 per share. ~~31,000,000~~33,311,887 common shares were issued and outstanding as of ~~August~~May 31, ~~2017~~2022 and ~~32,311,887~~33,311,887 as of ~~October 16, 2017.~~

July 27, 2022.

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ITEM 1. FINANCIAL STATEMENTS

The unaudited financial statements for the quarter ended ~~August~~May 31, ~~2017~~2022 immediately follow.

TRIDENT BRANDS INCORPORATED

Consolidated Balance Sheets

(Unaudited)

As of As of
August 31, 2017 November 30, 2016
ASSETS

Current Assets
Cash $ 4,130,378 $ 1,527,624
Restricted Cash 250,000 -
Accounts Receivable 661,799 53,053
Inventory 274,367 231,221
Prepaid 210,748 67,332
Total Current Assets 5,527,292 1,879,230

Fixed Assets-Furniture & Fixtures, net 28,029 -
Intangible Assets - Licenses, net 2,200,000 2,425,000

TOTAL ASSETS $ 7,755,321 $ 4,304,230

LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts Payable $ 1,322,818 $ 106,612
Accrued Liability 1,150,958 431,178
Loan Payable - Third Party, net of discount $0 and $8,812, respectively - 191,188
Total Current Liabilities 2,473,776 728,978

Convertible Debt, net of discount $2,220,465 and $1,285,836, respectively 8,579,535 5,114,164

Total Liabilities 11,053,311 5,843,142

Stockholders' Deficit
Common stock, $0.001 par value, 300,000,000 shares authorized;
31,000,000 shares issued and outstanding as of August 31, 2017 and November 30, 2016 31,000 31,000
Additional paid-in capital 6,922,854 5,431,976
Non-Controlling Interest in Subsidiary (95,183 ) (65,786 )
Accumulated Deficit (10,156,661 ) (6,936,102 )
Total Stockholders' Deficit (3,297,990 ) (1,538,912 )

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 7,755,321 $ 4,304,230

	As of			As of
	May 31,			November 30,
	2022			2021
	(unaudited)

ASSETS

Current Assets
Cash	$	12,389		$	7,653
Accounts Receivable, net of allowance for doubtful accounts of $11,286 and $160,210, respectively		1,073			12,358
Inventory, net of reserves of $401,606 and $401,606, respectively		735,476			881,924
Prepaid and other current assets		419			158,146

Total Current Assets		749,357			1,060,081

TOTAL ASSETS	$	749,357		$	1,060,081

LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts Payable	$	549,941		$	524,207
Accrued Liabilities		10,485,801			9,405,833

Total Current Liabilities		11,035,742			9,930,040

Convertible Debt, net of discount of $0 and $0, respectively		22,300,000			22,300,000

Total Liabilities		33,335,742			32,230,040

Stockholders' Deficit

Common stock, $0.001 par value, 300,000,000 shares authorized; 37,311,887 and 33,311,887 shares issued and outstanding as of May 31, 2022 and November 30, 2021 respectively		37,312			32,312
Additional paid-in capital		11,608,630			11,492,630
Non-Controlling Interest in Subsidiary		(633,495	)		(490,852	)
Accumulated Deficit		(43,598,832	)		(42,205,049	)

Total Stockholders' Deficit		(32,586,385	)		(31,169,959	)

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	749,357		$	1,060,081

See Notes to Unaudited Consolidated Financial Statements

~~TRIDENT BRANDS INCORPORATED~~

~~Consolidated Statements of Operations (unaudited)~~

Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
August 31, 2017 August 31, 2016 August 31, 2017 August 31, 2016

Revenues $ 3,277,655 $ 17,028 $ 3,305,644 $ 241,053

Cost of Sales 3,117,150 9,388 3,132,266 135,364

Gross Profit 160,505 7,640 173,378 105,689

General, Selling & Administrative Expenses (908,378 ) (502,659 ) (2,375,051 ) (1,755,774 )

Loss from Operations (747,873 ) (495,019 ) (2,201,673 ) (1,650,085 )

Other Income (Expenses)
Interest Expense (489,593 ) (79,269 ) (1,048,283 ) (351,353 )
Total Other Income (Expenses) (489,593 ) (79,269 ) (1,048,283 ) (351,353 )

Net Loss $ (1,237,466 ) $ (574,288 ) $ (3,249,956 ) $ (2,001,438 )

Net loss attributable to Trident (1,228,122 ) (566,582 ) (3,220,559 ) (1,990,807 )
Net loss attributable to Non-Controlling Interests (9,344 ) (7,706 ) (29,397 ) (10,631 )

Loss per share - Basic and diluted $ (0.04 ) $ (0.02 ) $ (0.10 ) $ (0.07 )

Weighted average number of common
shares outstanding - Basic and diluted 31,000,000 31,000,000 31,000,000 30,596,364

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TRIDENT BRANDS INCORPORATED
Consolidated Statements of Operations (Unaudited)

	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	May 31,			May 31,			May 31,			May 31,
	2022			2021			2022			2021

Revenues, net	$	125,280		$	46,243		$	125,280		$	190,291

Cost of Sales		146,448			24,580			146,448			103,368

Gross Profit		(21,168	)		21,663			(21,168	)		86,923

General & Administrative Expenses		(528,103	)		(537,978	)		(945,412	)		(942,262	)

Loss from Operations		(549,271	)		(516,315	)		(966,580	)		(855,339	)

Other Income (Expenses)
Interest Expense, net		(234,171	)		(200,008	)		(569,846	)		(400,341	)

Total Other Income (Expenses)		(234,171	)		(200,008	)		(569,846	)		(400,341	)

Net Loss	$	(783,442	)	$	(716,323	)	$	(1,536,426	)	$	(1,255,680	)

Net loss attributable to Trident		(703,825	)		(646,092	)		(1,393,783	)		(1,181,590	)
Net loss attributable to Non-Controlling Interests		(79,617	)		(70,231	)		(142,643	)		(74,090	)

Loss per share - Basic and diluted	$	(0.02	)	$	(0.02	)	$	(0.04	)	$	(0.04	)

Weighted average number of common shares outstanding - Basic and diluted		37,181,452			32,311,887			35,267,931			32,311,887

See Notes to Unaudited Consolidated Financial Statements

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TRIDENT BRANDS INCORPORATED

Consolidated Statements of ~~Cash Flows (unaudited)~~

Nine Months Nine Months
Ended Ended
August 31, 2017 August 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (3,249,956 ) $ (2,001,438 )
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount 540,850 190,245
Amortization of license 225,000 200,000
Stock option expense 24,211 101,565
Changes in operating assets and liabilities:
Accounts Receivable (608,746 ) (138,763 )
Prepaid expenses (143,416 ) 646
Inventory (43,146 ) (162,418 )
Accounts payable and accrued liabilities 1,935,986 1,176,761
Cash used in operating activities (1,319,217 ) (633,402 )

CASH FLOWS FROM INVESTING ACTIVITIES
Restricted Cash (250,000 ) -
Purchase of Fixed Assets (28,029 ) -
Cash used in investing activities (278,029 ) -

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on loan payable - related party - 200,000
Principal payments on loan payable - third party (200,000 ) -
Proceeds on loan payable - third party - 250,000
Proceeds on convertible debt 4,400,000 -
Cash provided by financing activities 4,200,000 450,000

Net change in cash 2,602,754 (183,402 )

Cash at beginning of period 1,527,624 187,886

Cash at end of period $ 4,130,378 $ 4,484

NON-CASH TRANSACTIONS
Beneficial conversion features $ 1,466,667 $ -
Common stock issued for asset acquisition - 2,700,000
Relative fair value of warrants recorded as debt discount - 78,776

Supplemental disclosure of cash flow information:

Cash paid for:
Income taxes $ - $ -
Interest $ 20,083 $ -

Changes in Stockholders’ Deficit

For the six months ended May 31, 2022 and May 31, 2021

(Unaudited)

			Common		Additional					Non-
	Common		Stock		Paid-in		Accumulated			Controlling
	Stock		Amount		Capital		Deficit			Interest			Total

Balance, November 30, 2020		32,311,887	$	32,312	$	11,458,630	$	(39,522,278	)	$	(387,147	)	$	(28,418,483	)

Net loss, February 28, 2021		-		0		0		(535,498	)		(3,859	)		(539,357	)

Balance, February 28, 2021		32,311,887	$	32,312	$	11,458,630	$	(40,057,776	)	$	(391,006	)	$	(28,957,840	)
NCI Investment in Brain Armor											300,000			300,000
Net loss, May 31, 2021		-		0		0		(646,091	)		(70,231	)		(716,323	)

Balance, May 31, 2021		32,311,887	$	32,312	$	11,458,630	$	(40,703,867	)	$	(161,237	)	$	(29,374,162	)

Balance, November 30, 2021		33,311,887	$	33,312	$	11,492,630	$	(42,205,049	)	$	(490,852	)	$	(31,169,959	)

Net loss, February 28, 2022		-		0		0		(689,958	)		(63,026	)		(752,984	)

Balance, February 28, 2022		33,311,887	$	33,312	$	11,492,630	$	(42,895,007	)	$	(553,878	)	$	(31,922,943	)

Issuance of Common Shares for services		4,000,000	$	4,000	$	116,000							$	120,000

Net loss, May 31, 2022		-		0		0		(703,825	)		(79,617	)		(783,441	)

Balance, May 31, 2022		37,311,887	$	37,312	$	11,608,630	$	(43,598,832	)	$	(633,495	)	$	(32,586,385	)

See Notes to Unaudited Consolidated Financial Statements

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TRIDENT BRANDS INCORPORATED

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months			Six Months
	Ended			Ended
	May 31,			May 31,
	2022			2021

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(1,536,426	)	$	(1,255,680	)
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of Common Shares for services		120,000			0
Provision for bad debts		0			2,340
Changes in operating assets and liabilities:
Accounts receivable		11,285			(10,061	)
Prepaid expenses		157,727			86,272
Inventory		146,448			111,980
Accounts payable and accrued liabilities		1,105,702			808,503

Cash provided by (used in) operating activities		4,736			(256,646	)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from NCI Investment in Brain Armor		0			300,000

Cash provided by financing activities		0			300,000

NET CHANGE IN CASH AND CASH EQUIVALENTS		4,736			43,354

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		7,653			88,007

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	12,389		$	131,361

Supplemental disclosure of cash flow information:

Cash paid for:
Income taxes		0			0
Interest		0			0

See Notes to Unaudited Consolidated Financial Statements

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TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

~~August~~

May 31, ~~2017~~

2022

(Unaudited)

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Trident Brands Incorporated ~~(f/k/a Sandfield Ventures Corp.) (“we”~~“we”, “our”, “the Company”) was incorporated under the laws of the State of Nevada on November 5, 2007. ~~The Company was formed to engage in the acquisition, exploration and development of natural resource properties.~~

The Company is ~~now~~ focused on the development of high growth branded and private label consumer products and ingredients within the nutritional supplement, life sciences and food and beverage categories. The Company is in its early growth stage and has transitioned out of its shell status with the ~~Super-8~~Super 8-K filing at the end of August, 2014. Activities to date have focused on capital formation, organizational development and execution of its branded and private label consumer products and ingredients business plan.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim ~~consolidated~~ financial statements of ~~Trident Brands Incorporated~~the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited ~~consolidated~~ financial statements and notes thereto contained in ~~Trident’s~~the Company’s Form 10-K filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the ~~consolidated~~ financial statements which would substantially duplicate the disclosure contained in the audited ~~consolidated~~ financial statements for fiscal ~~2016~~2021 as reported in the Form 10-K have been omitted.

~~Restricted Cash~~

~~Restricted cash~~

Use of ~~$250,000~~Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. The ultimate impact from COVID-19 on the Company’s operations and financial results during 2022 will depend on, among other things, the ultimate severity and scope of the pandemic, the pace at which governmental and private travel restrictions and public concerns about public gatherings will ease, the rate at which historically large increases in unemployment rates will decrease, if at all, and whether, and the speed with which the economy recovers. We are not able to fully quantify the impact that these factors will have on our financial results during the remainder of 2022 and beyond, but expect developments related to COVID-19 to continue to materially affect the Company’s financial performance during 2022.

Customer Concentration

One customer accounted for 100.0% of total revenue for the six month period ended May 31, 2022 compared to two customers who accounted for 19.9% and 11.5% of total revenue for the six month period ended May 31, 2021. Two customers accounted for 66.5% and 33.5% of total accounts receivable as of ~~August~~May 31, ~~2017 represents cash held~~2022 compared to two customers for 39.4% and 29.2% as of May 31, 2021.

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Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with the requirements of FASB ASC 820, “Fair Value Measurements and Disclosures”. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a ~~trust account. The funds have been set aside~~fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the ~~acquisition~~asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of ~~StreamPak Ltd (see Note 9 regarding subsequent events)~~financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures.

Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The carrying value of certain on-balance-sheet financial instruments approximated their fair values due to ~~cover legal~~the short-term nature of these instruments. These financial instruments include cash and ~~other related costs.~~

~~Customer Concentration~~

cash equivalents, accounts receivable, accounts payable and note payable. The fair value of the Company’s long-term debt is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. As of May 31, 2022 the Company did not have any financial assets or liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis.

Recent Accounting Pronouncements

The Company has ~~one major customer~~evaluated recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that ~~accounted for approximately 98% and $3,240,318 of sales for~~there are none that will have a material impact on the ~~nine month period ended August 31, 2017 and 97% of the accounts receivable.~~

~~Reclassification~~

~~Certain amounts in the 2016~~Company’s financial statements.

NOTE 3. GOING CONCERN

The accompanying interim consolidated financial statements have been ~~reclassified to conform to the 2017 financial presentation. These reclassifications have no impact on net loss.~~

~~NOTE 3. LIQUIDITY~~

~~On September 26, 2016,~~prepared assuming that the Company ~~completed~~will continue as a ~~long term financing with a non-US institutional investor, receiving proceeds~~going concern, which contemplates realization of ~~$4,100,000~~assets and ~~subsequently $4,400,000 on May 9, 2017 through~~ the ~~issuance~~satisfaction of ~~secured convertible promissory notes. The investor has agreed to make additional investments at the Company’s request of up to $1,500,000 ($10,000,000~~liabilities in the ~~aggregate).~~ normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Update No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

As of ~~August~~May 31, ~~2017,~~2022, the Company had ~~$4,380,378~~$12,389 in cash and a working capital deficit of $10,286,385. The Company also has ~~access~~generated losses and has an accumulated deficit as of May 31, 2022. These factors raise substantial doubt about the ability of the Company to ~~$1,500,000 available~~continue as a going concern. Unless Management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the ~~investor. The Company feels~~outcome of this ~~represents substantial liquid resources (cash & available financing), sufficient to meet the Company’s obligations for the next twelve months.~~

uncertainty.

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NOTE 4. WARRANTS AND OPTIONS

The total outstanding stock options as of August 31, 2017 are 2,025,000. The Company uses the Black-Scholes model to value the stock options at $535,021. For the period ended August 31, 2017, the Company expensed $24,211 as compensation expense compared to $101,565 in the previous year. Following are the assumptions used for the shares vested 12, 24 and 36 months from the date of issuance: Discount rate 0.9%, 1.29%, 1.29%; Volatility 68.35%, 67.35%, 65.50%; and Term 3.0, 3.5, 4.0.

The following table represents stock option activity for the six month period ended ~~August~~May 31, ~~2017:~~

~~TRIDENT BRANDS INCORPORATED~~

~~Notes to Consolidated Financial Statements~~

~~August~~2022:

	Number of Options		Weighted Average Exercise Price		Contractual Life in Years		Intrinsic Value
Outstanding - November 30, 2021		1,532,500	$	0.40		1.02
Exercisable - November 30, 2021		1,532,500	$	0.40		1.02	$	-0-
Granted		-0-
Exercised or Vested		-0-
Forfeited or Expired		300,000
Outstanding - May 31, 2022		1,232,500	$	0.40		.52
Exercisable - May 31, 2022		1,232,500	$	0.40		.52	$	-0-

As of May 31, ~~2017~~

~~(Unaudited)~~

Number of
Options

Weighted
Average
Exercise Price

Contractual Life
in Years

Intrinsic
Value

Outstanding - November 30, 2016 2,358,333 $ 0.96 2.51

Exercisable - November 30, 2016 1,666,667 $ 1.17 2.43

Granted -0- $ 0.0

Exercised or Vested -0-

Cancelled or Expired 333,333

Outstanding - August 31, 2017 2,025,000 $ 0.96 1.68

Exercisable - August 31, 2017 2,025,000 $ 0.96 1.68 $8,417

~~The total~~2022, the Company has no outstanding warrants. All the outstanding warrants as of August 31, 2017 are 225,000. The exercise price of the warrants are $1.35 with a term of 3 years and vested immediately. The Company uses the Black-Scholes model to value the warrants. Following are the assumptions used: Discount rate .9%; Volatility 76.25% and 77.30% respectively.

~~The following table represents warrant activity for the period ended August 31, 2017:~~

Number of
Warrants

Weighted
Average
Exercise Price

Contractual Life
in Years

Intrinsic
Value

Outstanding – November 30, 2016 225,000 $ 1.35 2.21

Exercisable - November 30, 2016 -0-

Granted -0-

Exercised or Vested -0-

Cancelled or Expired -0-

Outstanding – August 31, 2017 225,000 $ 1.35 1.45 $ 0

have expired.

NOTE 5. RELATED PARTY TRANSACTIONS

On October 15, 2021, a Promissory Note was issued to Anthony Pallante, Chairman and a significant stockholder of the Company. The ~~Company neither owns nor leases any real or personal property. The Company~~Note is ~~paying a director $750 per month rent~~unsecured and was issued in consideration for ~~use~~payments made by Mr. Pallante on behalf of ~~office space and services.~~

~~NOTE 6. LOAN PAYABLE – THIRD PARTY~~

~~On February 29, 2016,~~ the Company ~~entered into a Securities Purchase Agreement with CIC whereby~~to creditors in satisfaction of Company obligations. Mr. Pallante loaned the Company ~~received proceeds~~$20,101. The Note bears Interest at a rate of ~~$200,000 on March 4, 2016 in return for a $200,000 secured promissory note~~8% per annum. All unpaid principal and accrued interest shall be due 12and payable upon demand by the Holder at any time subsequent to six (6) months from the ~~issuance~~ date ~~bearing interest at~~ the ~~rate~~notes were issued. As of 10% per annum, plus 100,000 warrants to purchase common shares of the Company at an exercise price of $1.35 per share for three years from the date of issue. The loan was paid back on March 3, 2017. The remaining debt discount of $8,812 was fully amortized to interest expense during the nine months ended August 31, 2017.

~~TRIDENT BRANDS INCORPORATED~~

~~Notes to Consolidated Financial Statements~~

May 31, ~~2017~~

~~(Unaudited)~~

2022, Mr. Pallante made additional payments of $37,036 for a total of $57,137.

NOTE 7.6. CONVERTIBLE ~~NOTE~~

DEBT

On January 29, 2015, the Company entered into a securities purchase agreement with a non-US institutional investor whereby it agreed to sell an aggregate principal amount of $2,300,000 of senior secured convertible debentures, convertible into shares of the ~~company’s~~Company’s common stock.

The Company received $1,800,000 of the funds from the transaction on February 5, 2015. The balance of $500,000 was received on May 14, 2015.

These convertible notes were subsequently acquired by Fengate Trident, LP (‘Fengate”) on April 28, 2017.

The convertible debentures are convertible into shares of the Company’s common stock at an initial conversion price of $0.71 per share, for an aggregate of up to 3,239,437 shares. The debentures originally accrued interest at 6% per annum. On September 26, 2016 the Company entered into an amendment agreement related to these convertible debentures whereby the applicable interest rate was increased from 6% to 8% and provisions added to allow the investor to transfer, sell or hypothecate the convertible notes subject to applicable securities laws. The maturity date of the notes was also extended through September 30, 2019.

We considered ASC Topic 470-50, Debt Modifications and Extinguishments, and determined that the modification was not deemed substantial.

Due to the note being convertible to common shares of the Company, a beneficial conversion feature analysis was performed. The intrinsic value of the conversion feature was $647,888 which was recognized as debt discount. As of ~~August 31,~~November 30, 2017, the full amount of the debt discount has been amortized.

On September 26, 2016, the Company entered into a securities purchase agreement with a non-US institutional investor, pursuant to which, in consideration for proceeds of $4,100,000, the Company issued a secured convertible promissory note in the amount of $4,100,000. Pursuant to the securities purchase agreement, the investor has agreed, from time to time after January 1, 2017, to make additional investments at the Company’s request of up to $5,900,000 ($10,000,000 in the aggregate) in one or more tranches of not less than one tranche during any 60 day period. The funding of any tranche under the agreement (other than the first $4,100,000 which has been funded) is subject to the mutual agreement of the parties as to the use of funds.

$5,900,000. On May 9, 2017, the Company received the second tranche of funding with proceeds of $4,400,000 and on May 16, 2018 the third tranche of $1,500,000 for a total investment by the investor of ~~$8,500,000. Under the terms of the securities purchase agreement, the Company has an additional $1,500,000 of available funding.~~

$10,000,000.

The Company ~~intends to use~~used the proceeds of the secured convertible note for general working capital purposes including ~~without limitation,~~ settlement of accounts payable and repayment of mature loans.

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In consideration of each advance made by the investor pursuant to the securities purchase agreement, the Company ~~will issue~~issued to the investor a convertible promissory note of equal value, maturing ~~three years after issuance,~~on September 30, 2019, and bearing interest at the rate of 8% per annum. Each note ~~will be~~was secured in first priority against the present and after acquired assets of the Company and ~~will be~~was convertible in whole or in part at the option of the holder into common shares of the Company at a conversion price of $0.60 per share, for an aggregate of up to ~~14,166,667~~16,666,667 shares.

These convertible notes were subsequently acquired by Fengate on April 28, 2017.

Due to the notes being convertible to common shares of the Company, a beneficial conversion feature analysis was performed. The intrinsic value of the conversion feature of the notes amounted to ~~$2,833,334~~$3,333,334 and was recognized as a debt discount. As of ~~August 31, 2017, $612,869~~November 30, 2021, $3,333,334 of the debt discount was amortized to interest of which ~~$532,038~~$334,988 was amortized during the current ~~9 month period and $80,831~~year compared to $855,987 in the prior year. As of November 30, 2021, the debt discount was fully amortized.

On November 30, 2018 the Company and Fengate entered into a Securities Purchase Amendment Agreement ("SPS") pursuant to which the Company has agreed to issue to Fengate additional convertible promissory notes (collectively, the “2018 and 2019 Convertible Notes”) of up to $10,000,000, subject to certain terms and conditions. Each portion of the principal amount advanced pursuant to the SPA boar interest at the rate of twelve percent (12%) per annum and will be payable monthly in arrears to Fengate. Outstanding principal and interest will continue to be secured by the general security agreement dated September 26, 2016, which forms a part of the Agreement. The ~~unamortized~~holder of the note may also elect from time to time to convert all or a portion of the outstanding principal and interest into common shares of the Company at a 25% discount ~~is $2,220,465.~~

to the average closing price of the common shares during the 10 trading days immediately prior to the applicable conversion date. The 2018 and 2019 Convertible Notes (aka “Amended SPA Notes”) were extended until December 1, 2021. The Maturity Date of the Amended SPA Notes was extended to November 30, 2025, as described below.

On November 30, 2018 the Company received the first tranche of funding with proceeds of $3,400,780. The 2^nd tranche of $2,804,187 was received on April 13, 2019. The 3^rd tranche of $3,795,033 less $936,168 withheld for interest payments up to and including June 30, 2020 was received on November 6, 2019. On March 5, 2020, the 2018 and 2019 Convertible Notes were amended to increase the amount of the 3rd tranche by $936,168 representing the amount previously withheld as interest payment. The withheld interest was subsequently received on March 12, 2020.

The Company analyzed the embedded conversion option on the convertible notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion option ~~should be classified~~on the 2018 Convertible Note qualified for derivative accounting. The Company used the Black-Scholes model to value the embedded conversion option at $892,000 on the issuance date of November 30, 2018, $1,911,256 on the issuance date of April 13, 2019 and $1,696,933 on the issuance date of November 6, 2019. The assumptions used were a discount rate of 2.80%, 1.96% and 1.96%; volatility rate of 79.57%, 104.70% and 107.3%; and a term of 1.50, 1.13 and 0.57 years respectively. The fair values of the embedded conversion options were recorded as ~~equity.~~

~~TRIDENT BRANDS INCORPORATED~~

~~Notes to Consolidated Financial Statements~~

~~May 31, 2017~~

~~(Unaudited)~~

~~NOTE 8. INTANGIBLE ASSETS~~

debt discount and were amortized over the term of the 2018 and 2019 Convertible Notes. Amortization of debt discount for the years ended November 30, 2021 and 2020 was $1,885,587 and $1,857,295, respectively. The unamortized discount as of November 30, 2021 is $0.

On January ~~22, 2015, pursuant to a Deed of Assignment dated effective January 20, 2015,~~9, 2020 the Company and Fengate entered into an ~~Emulsion Supply~~Amendment to Convertible Promissory Notes Agreement ~~with Oceans Omega LLC which represents~~to amend the ~~rights acquired pursuant~~terms of the convertible notes issued on February 5, 2015 (US$1,800,000), May 14, 2015 (US$500,000), September 26, 2016 (US$4,100,000), May 9, 2017 (US$4,400,000) and May 16, 2018 (US$1,500,000) (collectively the “2016 Convertible Notes”). Pursuant to the ~~Deed~~Amendment, Fengate has agreed to convert all of ~~Assignment. The Emulsion Supply Agreement provides~~the 2016 Notes on or before the earlier to occur of (i) the maturity date of the 2016 Convertible Notes and (ii) the Company ~~with the non-exclusive right~~raising new equity investment of not less than US$2,000,000, on terms mutually acceptable to Fengate and license (without the right to sublicense) to purchase, market, promote, sell and distribute Oceans Omega LLC’s omega-3 emulsions for use in the development, production, processing, manufacture and sale of food and beverages and exclusive rights to purchase, market, promote, sell and distribute Oceans Omega emulsions for meats, for human or animal consumption. On January 6, 2016 the Company ~~issued 3,000,000 shares~~(subject to ~~mark the closing~~Fengate’s regulatory considerations). Conversion of the Deed of Assignment and the Emulsion Supply Agreement, which did not specify the amount of consideration payable by the Company when they were executed on January 20, 2015. The consideration payable was subsequently established by the parties2016 Notes will occur in a single conversion transaction at a ~~market value of $2,700,000 and common shares issued as compensation based on~~price that is equal to a 25% discount to the average closing price of the Company’s common ~~shares as quoted~~stock for the 10 trading days immediately prior to the conversion date, with the exact structure of the conversion to be determined by the parties. On June 3, 2020 the maturity date was extended from May 31 to December 31, 2020. The Amendment also extended the maturity date of the 2018 and 2019 Convertible Notes to December 1, 2021.

The Company analyzed the embedded conversion option on the ~~OTC Markets quotation systems on~~amended “2016 Convertible Notes” for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion option qualified for derivative accounting. On January ~~6, 2016.~~9, 2020 the Company used the Black-Scholes model to value the embedded conversion options at $7,965,083. The ~~value~~assumptions used were a discount rate of ~~the license is~~1.96%, volatility rate of 148.8%; and a term of 0.39 years respectively. The modification resulted in $3,981,221 of APIC previously recorded for beneficial conversion feature of these convertible notes being amortized over the remaining contractual life which is 9 years. As of August 31, 2017, the net value of the license was $2,200,000 after amortizing $500,000. Amortization expense for the nine months ended August 31, 2017 and 2016 was $225,000 and $200,000, respectively.

~~NOTE 9. SUBSEQUENT EVENTS~~

reclassified as derivative liability.

On ~~September 12, 2017~~November 30, 2020, the Company entered into a ~~note purchase agreement~~fourth amendment of the 2016 Convertible Notes and the 2018 and 2019 Convertible Notes wherein the Company will issue to Fengate 29,432,320 shares of Company Preferred Stock (representing $17,659,392 of principal and interest converted into Preferred Stock at the rate of $0.60 per share), in full and complete satisfaction of (i) all amounts owing under the 2016 Convertible Notes through November 30, 2021 (including accrued interest thereon) and (ii) all accrued interest on the 2018 and 2019 Convertible Notes through November 30, 2021. The conversion was originally expected to occur by the end of June, 2021. The 2018 and 2019 Convertible Notes were further amended to (i) eliminate the conversion feature of such notes, (ii) provide for a simple interest rate of 8% per annum, with ~~Fengate Trident LP pursuant~~the first 2 years of interest payable at maturity of the 2018 and 2019 Convertible Notes and the last three years of interest payable quarterly beginning February 28, 2023; and (iii) extend the maturity of such notes until November 30, 2025. Pursuant to ~~which,~~this amendment, all notes no longer qualified for derivative accounting. As such, the value of the embedded conversion options of all notes of $5,494,363 was credited to additional paid in ~~consideration for~~capital.

The consummation of the foregoing transaction is subject to (i) authorization and issuance of ~~811,887~~the Preferred Stock, which is subject to approval of the requisite number of common shares of the Company, in accordance with Nevada law and the Company’s organizational documents, and (ii) Note Holder’s obligation to remain in compliance with regulations governing its ownership of voting shares.

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The Company and Note Holder had previously undertaken to consummate the foregoing transactions no later than June 30, 2021. On March 29, 2022, the Board of Directors approved an amendment to our Certificate of Incorporation which authorizes 29,432,320 shares of Company Preferred Stock. On March 30, 2022, more than a majority in interest of our common shares by written consent approved such amendment to ~~Fengate, we purchased outstanding secured convertible promissory notes~~our Certificate of ~~Mycell Technologies LLC having~~Incorporation. The effectiveness of this shareholder approval is pending the filing of an information statement with the SEC and mailing to our shareholders. The Company expects to consummate this transaction prior to September 30, 2022

We considered ASC Topic 470-50, Debt Modifications and Extinguishments in connection with the amendment of the interest rate and maturity date of the 2018 and 2019 Convertible Notes and determined that the modification would be considered a debt extinguishment. The unamortized discount of $1,092,295 at the date of amendment was recognized as a loss on debt extinguishment for the year ended November 30, 2020

NOTE 7. NON-CONTROLLING INTEREST INVESTMENT IN BRAIN ARMOR, INC.

On March 30, 2021, a non-US investor subscribed to the acquisition of 333,333 units of the Company’s Brain Armor Inc subsidiary. Each unit is comprised of one share of Brain Armor stock, $0.001 par value and a common stock purchase warrant evidencing the right to purchase one share of Common Stock. The 333,333 units were sold at a per unit price of USD $0.30 for an aggregate ~~balance due~~purchase price of USD $100,000 which was received by the Company on March 30, 2021. The vesting and payable of $511,141 in principal and $94,526 in interest accrued as at September 12, 2017. The purchased notes, which were originally issued to LPF (MCTECH) Investment Corp. on January 22, 2016, February 5, 2016, and May 19, 2016, bear simple interest on unpaid principal at the rate of ten percent per annum. The outstanding principal and accrued interest is convertible at the optionexercise prices of the ~~note holder into securities~~warrants are as follows:

	●	1/3 of shares shall be exercisable 6 months after the subscription date at an exercise price of $0.45 per share
	●	1/3 of shares shall be exercisable 12 months after the subscription date at an exercise price of $0.60 per share
	●	1/3 of shares shall be exercisable 18 months after the subscription date at an exercise price of $0.75 per share

On May 5, 2021, a US investor subscribed to the acquisition of ~~Mycell. We issued the 811,887 common shares to one (1) non-US person (as that term is defined in Regulation S~~3,333,333 units of the ~~Securities Act~~Company’s Brain Armor Inc subsidiary, with each unit being comprised of ~~1933), in~~one share of Brain Armor stock, $0.001 par value and a common stock purchase warrant evidencing the right to purchase one share of Common Stock at a per unit price of USD $0.30 for an ~~offshore transaction relying~~aggregate purchase price of USD $1,000,000 of which $100,000 was received by the Company on ~~Regulation S~~May 13, 2021 and $100,000 on May 27, 2021. This subscription agreement has since been terminated by mutual agreement of Brain Armor Inc. and the investor.

The vesting and exercise prices of the ~~Securities Act of 1933,~~warrants are as ~~amended.~~

~~Also on September 12, 2017 we~~follows:

	●	1/3 of shares shall be exercisable 6 months after the subscription date at an exercise price of $0.45 per share
	●	1/3 of shares shall be exercisable 12 months after the subscription date at an exercise price of $0.60 per share
	●	1/3 of shares shall be exercisable 18 months after the subscription date at an exercise price of $0.75 per share

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NOTE 8. COMMITMENTS AND CONTINGENCIES

Everlast License Agreement

On December 23, 2013, the Company entered into a ~~Share Purchase~~Deed of Assignment Agreement ~~dated September 6, 2017 among our wholly owned subsidiary, Trident Brands~~with Everlast World’s Boxing Headquarters Corporation, International ~~Ltd. (“Trident International”),~~Brand Management Limited, Sports Nutrition Products Incorporated and Manchester Capital Incorporated wherein Everlast, International Brand, Sports Nutrition and Manchester Capital are parties to a ~~Bahamas~~trade mark license and Sports Nutrition, a New York corporation, ~~StreamPak Ltd. (“StreamPak”), an Anguilla corporation, and~~has assigned its interest in the ~~sole shareholder of StreamPak, pursuant~~trade mark license to ~~which, in consideration for~~ the ~~payment of $125,000 in cash and 500,000 of our common shares, Trident International purchased 100%~~Company. Pursuant to the terms of the ~~issued and outstanding common shares of StreamPak. As a result of the share purchase StreamPak became~~assignment agreement, Sports Nutrition Products Incorporated, a wholly owned subsidiary of Trident ~~International. We~~Brands Incorporated, assigned all of its rights, title, interest and benefit to the trade mark license to the Company effective December 23, 2013 and the Company assumed all of the obligations of Sports Nutrition Products Incorporated under the license agreement. The Company shall remain responsible to Everlast and International Brand for all acts and omissions of the subsidiary, Sports Nutrition Products Inc.

The Everlast License Agreement includes a clause stating that Manchester Capital Incorporated will guarantee that the Licensee shall perform all of its obligations and duties under the License Agreement. If the Licensee defaults in the payment when due of any amount it is obliged to pay to Licensor under the License Agreement, or arising from its termination, Manchester Capital is unconditionally responsible to pay that amount to Licensor in the manner prescribed in the License Agreement as if it were the Licensee.

The Royalty Calculation, as per the terms of the agreement, are as follows: In 2013, 7% of Net Retail Sales and 7% of 60% of Direct Response Sales Revenue; in 2014, 8% of Net Retail Sales and 8% of 60% of Direct Response Sales Revenue; in 2015, 9% of Net Retail Sales and 9% of 60% of Direct Response Sales Revenue; in 2016 onwards, 10% of Net Retail Sales and 10% of 60% of Direct Response Sales Revenue. The Annual Minimum Guaranteed Royalty is $120,000 in 2014, $235,000 in 2015, $320,000 in 2016, $345,000 in 2017 and in 2018 onwards, if the Agreement remains in force, will be 75% of the previous Year’s Royalty Calculation or the previous Year’s Annual Minimum Guaranteed Royalty plus 10%, whichever is greater.

The agreement was terminated on December 31, 2017. On January 17, 2019, Everlast World’s Boxing Headquarters Corp. (“Everlast”) filed a counter claim against the Company and other defendants. In that lawsuit, Everlast seeks payment from the defendants under a License Agreement dated June 4, 2013, for $425,555 in unpaid royalties allegedly due and owing under the License Agreement and interest on the allegedly unpaid royalties of $96,265, which interest allegedly continues to accrue. Everlast has also sought all costs, expenses, and legal fees incurred by Everlast in collecting monies that it claims are due under the License Agreement. On February 26, 2020, the court in the Everlast matter issued an Opinion and Order granting a motion to dismiss all of the ~~500,000~~Company’s claims against Everlast and granting a motion for judgment on the pleadings as to liability against the Company. The Court left open the question of damages to be awarded to Everlast. The Company had requested that the parties participate in settlement discussions before a magistrate judge or, in the alternative, that Everlast engage in limited discovery on these matters. No settlement was reached. On October 15, 2020, the Court in the Everlast case ordered, adjudged and decreed that Plaintiff Everlast have judgment and recover a total of $738,946 from the Company as follows:

1. $425,000 representing royalty payments due to Everlast;

2. Interest on royalty payments computed through October 15, 2020, in the sum of $242,920;

3. Costs and attorneys’ fees in the sum of $71,026

On November 17, 2021, The Company entered Into a Stipulation (“Stipulation”) of the litigation captioned Everlast World’s Boxing Headquarters Corp. (“Everlast”) , Plaintiff vs. Trident Brands, Inc. and Manchester Capital Inc., Defendants, Waukesha County Court Case No. 21 TJ 90. Under the terms of the Stipulation, the Company agreed to pay Everlast on or before February 15, 2022, the sum of $650,000 in full satisfaction of the Everlast’s judgment against the Company in the amount of $738,946. Under the Stipulation, except for the first $250,000 of capital raised, the Company is required to pay Everlast 20% of the gross amount of any capital raising transaction, until the full $650,000 is paid, provided however that the full $650,000 was required to have been paid no later than February 15, 2022.

The Company failed to pay Everlast the full $650,000 by February 15, 2022, as a result of which the Company is obligated to pay Everlast the judgment amount of $738,945, plus applicable interest (a total of $750,713 as of August 21, 2021) and attorney’s fees, less any payments made. The estimated liability as of May 31, 2022 due to accrued interest is $908,799 which the Company has fully accrued. The Company is currently in litigation with Everlast regarding Everlast's methods to collect the judgements.

Banc of America Leasing and Capital

On December 1, 2020, Bank of America Leasing and Capital, LLC filed a legal action against the Company in the Superior Court for the State of California, County of San Mateo (Case NO. 20-CIV-05306), alleging breach of contract. The claim arises out of a software services contract between the Company and Oracle Corporation. Bank of America Leasing and Capital, LLC acquired Oracle’s rights under the agreement. The plaintiff claims the Company is liable for damages in the amount of $217,000 plus interests and costs. The Company has not filed an answer to this complaint. On February 22, 2021, the plaintiff requested that the Court enter a default judgment against the Company. The Company intends to engage counsel and defend against this claim.

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PIT Mycell

On June 3, 2019, the Company filed a lawsuit against PIT Mycell, LLC, William E. Peterson III, New Age Ventures, LLC, Volker Berl, and Mycell Technologies, LLC (“Mycell”) in the Superior Court in Bergen County, New Jersey, Civil Action No. BER-L-004198-19, in which the Company seeks to require the defendants to perform under and allow the enforcement of certain notes made by Mycell and acquired by the Company in September 2017. The notes are past their stated maturity date of December 31, 2016. The Company also alleges that the parties had entered into a written Settlement Agreement Letter of Intent dated March 14, 2019 (the “Settlement”), but that the defendants repudiated it shortly thereafter. The notes had been the subject of an earlier lawsuit in Virginia in state court in Fairfax County between the Company and PIT Mycell, LLC that the Settlement was intended to resolve. The Company seeks to enforce the notes and the Settlement in the New Jersey lawsuit and requests actual damages in an amount to be proven at trial, attorneys’ fees and litigation costs, specific performance requiring certain defendants to enforce obligations under the notes against Mycell, specific performance requiring the defendants to execute a final Settlement Agreement consistent with the Settlement, an order permitting foreclosure on the collateral for the notes, and declaratory relief. On January 24, 2020, the New Jersey court denied Defendant’s Motions to dismiss the case. The parties have engaged in written discovery and exchanged productions of documents. Mycell filed for bankruptcy on November 25, 2020. The bankruptcy is completed and the Company no longer has a claim on the new company that has since emerged from bankruptcy.

Contingencies

The Company may be subject to various legal proceedings and claims that arise in the ordinary course of business. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. If any legal matter, that may arise, were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s would reflect any potential claim in the consolidated financial statements for that reporting period.

NOTE 9. SUBSEQUENT EVENTS

On March 3, 2022, the Board authorized the following executive compensation plan:

	-	Upon the closing of an initial financing (greater than $2,000,000) then the CEO shall be issued 1.5% of the fully diluted common stock and the Chairman shall receive 1.0% of the fully diluted common stock;

	-	Upon the uplisting of the Company to the New York Stock Exchange (NYSE) or the Nasdaq (whether by merger or operations), then the CEO shall be issued 1.5% of the fully diluted common stock and the Chairman shall receive 1.0% of the fully diluted common stock;

	-	Upon the closing of an acquisition, then the CEO shall be issued a bonus equal 3% of the total enterprise value of the deal and the Chairman shall receive 2% of the total enterprise value of the deal, which may at the option of the Company be paid in cash, or stock. If the bonus is paid in stock, then the stock shall be issued at a 20% discount to the market;

The Company's Board of Directors also established the following compensation and bonus plan for its CEO and reserved some bonus stock in anticipation of hiring a COO and CFO:

*Total Revenue (in millions)**		Adjusted EBITDA*		Exercise Price**		Percent of Shares CEO ***			Percent of Shares COO***			Percent of Shares CFO***
$	1.00		N/A	$	0.05		1.00	%		0.25	%		0.25	%
$	2.00		N/A	$	0.125		1.00	%		0.25	%		0.25	%
$	4.00		N/A	$	0.25		1.00	%		0.25	%		0.25	%
$	8.00	$	80,000	$	0.50		1.00	%		0.25	%		0.25	%
$	12.00	$	150,000	$	0.75		1.00	%		0.25	%		0.25	%
$	18.00	$	225,000	$	1.00		1.00	%		0.25	%		0.25	%
$	30.00	$	450,000	$	1.50		1.00	%		0.25	%		0.25	%
$	45.00	$	675,000	$	2.50		1.00	%		0.25	%		0.25	%
$	75.00	$	1,312,500	$	5.00		1.00	%		0.25	%		0.25	%

* Until the Company achieves the $8 million revenue target, the executive will earn 100% of eligible shares upon attainment of the relevant revenue target. Commencing with achievement of the $8 million revenue target, the executive will earn 75% of the eligible shares upon attainment of the revenue target and will earn 25% of the eligible shares upon attainment of the Adjusted EBITDA target.

** Exercise Price shall be the lower of the Exercise Price set forth above or a 20% discount to the 5-day VWAP

** Exercise Price shall not be adjusted accordingly for any stock splits, as these Exercise Prices are after giving effect to the split.

*** Percent of Shares shall be based on the number of fully diluted common shares

On March 3, 2022, the Board also authorized the award of 4,000,000 shares to ~~one~~the Company's employees. The shares will be vested immediately and issued all at once.

On April 4, 2022, the Company announced that it filed an amendment to its certificate of incorporation to: (1) ~~non-US person (as that term is defined in Regulation S~~authorize 29,320,432 shares of Preferred Stock which it will use to satisfy approximately $17.7 Million of principal and accrued interest due under certain convertible notes, representing a conversion rate of $0.60 per share, and (2) change the name of the ~~Securities Act of 1933), in an offshore transaction relying on Regulation S~~corporation to SOLNI Group. The amendment authorizing the Preferred Shares was approved by a majority of the ~~Securities Act~~Company’s shareholders and was filed with the State of ~~1933, as amended.~~

Nevada on March 31, 2022. The amendments are expected to be effective by September 30, 2022.

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ITEM 2. ~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Forward Looking Statements

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the interim consolidated financial statements, and notes thereto, for the quarter ended ~~August~~May 31, ~~2017~~2022 contained under Item 1 of this Quarterly Report on Form 10-Q (“Form 10-Q”) and in conjunction with the annual consolidated financial statements, and notes thereto, contained in the Annual Report on Form 10-K for the fiscal year ended November 30, ~~2016~~2021 (“Form 10-K”). Unless otherwise indicated herein, the discussion and analysis contained in this MD&A includes information available ~~to October 16, 2017.~~

through July 27, 2022.

Certain statements contained in this MD&A may constitute forward-looking statements as defined under securities laws. Forward-looking statements may relate to our future outlook and anticipated events or results and may include statements regarding our future financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes, plans and objectives. In some cases, forward-looking statements can be identified by terms such as “anticipate”, “estimate”, “intend”, “project”, “potential”, “continue”, “believe”, “expect”, “could”, “would”, “should”, “might”, “plan”, “will”, “may”, “predict”, the negatives of such terms, and other similar expressions concerning matters that are not historical facts. To the extent any forward-looking statements contain future-oriented financial information or financial outlooks, such information is being provided to enable a reader to assess our financial condition, material changes in our financial condition, our results of operations, and our liquidity and capital resources. Readers are cautioned that this information may not be appropriate for any other purpose, including investment decisions.

Forward-looking statements contained in this MD&A are based on certain factors and assumptions regarding expected growth, results of operations, performance, and business prospects and opportunities. While we consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Forward-looking statements are also subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what we currently expect. These factors are more fully described in the “Risk Factors” section at Item 1A of the Form 10-K.

Forward-looking statements contained in this commentary are based on our current estimates, expectations and projections, which we believe are reasonable as of the date of this report. You should not place undue importance on forward-looking statements and should not rely upon this information as of any other date. Other than as required under securities laws, we do not undertake to update any forward-looking information at any particular time.

All dollar amounts in this MD&A are expressed in thousands of U.S. dollars ~~except per share amounts,~~ unless otherwise noted.

~~Business Developments~~

~~Effective December 12, 2016 we made the following changes to our officers and directors:~~

·	~~Donald MacPhee resigned as a Director of the Board of Directors, Chair of the Audit Committee and as President and Chief Executive Officer, and was appointed Director of Operations;~~

·	~~Anthony Pallante was appointed as Director and Chairman of our Board of Directors, and as Chief Executive Officer;~~

·	~~Mark Holcombe resigned as Chairman of the Board of Directors and was appointed as President, Director and Chair of the Compensation Committee.~~

·	~~Scott Chapman, our Director and Chair of the Corporate Governance Committee, was also appointed as Chair of the Audit Committee.~~

·	~~Michael Browne resigned as Corporate Secretary of Trident Brands Incorporated and will continue to serve as Brand Director, Chief Financial Officer, and Treasurer; and~~

·	~~Peter Salvo, Controller of the Company was also appointed as Corporate Secretary.~~

On February 15, 2017, we entered into a Letter of Intent (the “LOI”) with The Activation Group, Inc., an integrated marketing and advertising agency incorporated in Ontario, Canada. Pursuant to the LOI, we will seek to enter into a definitive agreement to purchase all the issued and outstanding common shares of The Activation Group in consideration for a purchase price consisting of $200,000 cash, and $800,000 payable in common shares of Trident. The cash consideration is inclusive of a $50,000 deposit paid to The Activation Group upon execution of the LOI, and $150,000 payable upon closing a definitive agreement. Stock payments shall be payable in four $200,000 installments, subject to the achievement of earnings targets. The transaction contemplated by the LOI will be subject to the satisfactory completion of due diligence, and to the negotiation and completion of a definitive agreement among the parties and the shareholders of The Activation Group.

Also, on February 15, 2017, our board of directors appointed Mark Cluett as the Chief Operating Officer at Trident Brands Incorporated, with responsibility for business strategy execution and commercialization.

On September 12, 2017 the Company entered into a note purchase agreement with Fengate Trident LP pursuant to which, in consideration for the issuance of 811,887 of our common shares to Fengate, we purchased outstanding secured convertible promissory notes of Mycell Technologies LLC having an aggregate balance due and payable of $511,141.17 in principal and $94,526.11 in interest accrued as at September 12, 2017. The purchased notes, which were originally issued to LPF (MCTECH) Investment Corp. on January 22, 2016, February 5, 2016, and May 19, 2016, bear simple interest on unpaid principal at the rate of ten percent per annum. The outstanding principal and accrued interest is convertible at the option of the note holder into securities of Mycell. We issued the 811,887 common shares to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.

Also on September 12, 2017 we entered into a Share Purchase Agreement dated September 6, 2017 among our wholly owned subsidiary, Trident Brands International Ltd. (“Trident International”), a Bahamas corporation, StreamPak Ltd. (“StreamPak”), an Anguilla corporation, and the sole shareholder of StreamPak, pursuant to which, in consideration for the payment of $125,000 in cash and 500,000 of our common shares, Trident International purchased 100% of the issued and outstanding common shares of StreamPak. As a result of the share purchase StreamPak became a wholly owned subsidiary of Trident International. We issued the 500,000 common shares to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited consolidated financial statements for the three ~~month~~ and ~~nine~~six month periods ended ~~August~~May 31, ~~2017~~2022 and ~~August~~May 31, ~~2016.~~

2021.

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Our operating results for three month periods ended ~~August~~May 31, ~~2017~~2022 and ~~August~~May 31, ~~2016~~2021 are summarized as follows:

Three Months
Ended

Three Months
Ended

August 31, 2017 August 31, 2016

Revenues $ 3,277,655 $ 17,028
Gross Profit $ 160,505 $ 7,640
Operating Expenses $ 908,378 $ 502,659
Other Expenses $ 489,593 $ 79,269
Net Loss $ 1,237,466 $ 574,288

	Three Months Ended			Three Months Ended
	May 31,			May 31,
	2022			2021

Revenues	$	125,280		$	46,243
Gross Profit	$	(21,168	)	$	21,663
Operating Expenses	$	528,103		$	537,978
Other Expenses	$	234,170		$	200,008
Net Loss	$	(783,441	)	$	(716,323	)

Add back:
Interest Expense	$	234,170		$	200,008
Depreciation	$	-0-		$	-0-
Amortization	$	-0-		$	-0-

EBITDA	$	(549,271	)	$	(516,315	)

Revenues and Gross Profits

~~Revenue~~

Sales for the three month period ended May 31, 2022 increased ~~substantially in the quarter~~ to ~~$3,277,655~~$125,280 versus ~~$17,028~~$46,243 in the prior ~~year. This growth is attributed~~period. The increase was the result of a special sale of raw material. Gross profit decreased to ~~a significant contract manufacturing supply agreement with a major retailer, coupled with increased direct~~$(21,168) versus $21,663 or 46.8% of revenues. Other than this special sales of ~~Brain Armor® products~~raw material, we currently have no revenue. If we are able to ~~professional sports teams~~secure sufficient additional funding and collegiate programs. Gross Profit increased to $160,505 or 4.9% of revenues versus $7,640 or 44.9% of revenues in the prior year as a result of the increase in sales. Management continues to direct operational support and focus toward markets, distribution channels and customers that represent sustainable commercial value. As such,needed inventory, we expect ~~further revenue~~that our revenues will gradually recover. In addition, we intend to continue to look for distribution and ~~profit growth in the remainder of 2017 and 2018. This outlook is supported by expanded retail customer~~ supply ~~agreements and new item listings coupled with further product innovation scheduled for introduction in Q4 2017 and Q1 2018.~~

chain partners to lower our costs.

Operating Expenses

Our operating expenses for the three month ~~periods~~period ended ~~August~~May 31, ~~2017~~2022 and ~~August~~May 31, ~~2016~~2021 are summarized below:

Three Months
Ended

Three Months
Ended

August 31, 2017 August 31, 2016

Professional Fees $ 41,618 $ 11,716
General & Administrative Expenses $ 461,330 $ 235,826
Marketing, Selling & Warehousing Expenses
$
274,254
$
142,359
Management Salary $ 21,000 $ 12,000
Director's Fees $ 21,000 $ 18,000
Rent $ 2,926 $ 2,171
Royalty $ 86,250 $ 80,587

	Three Months Ended May 31,		Three Months Ended May 31,
	2022		2021
Professional Fees	$	46,341	$	80,478
General & Administrative Expenses	$	454,073	$	422,304
Marketing, Selling & Warehousing Expenses	$	8,477	$	34,451
Director’s Fees	$	18,000	$	-0-
Rent	$	1,212	$	745

Operating expenses for the three month period ended ~~August~~May 31, ~~2017~~2022 were ~~$908,378~~$528,103 as compared to ~~$502,659~~$537,978 for the ~~comparative~~comparable period in ~~2016,~~2021, a decrease of 1.8%. The decrease in our operating expenses was primarily due to a decrease in general & administrative expenses as a result of cost reductions and decreased marketing and selling expenses related to the decrease in sales. General & administrative expenses included a compensation expense of $120,000 for the authorized award of 4,000,000 shares to the Company's employees. Subject to raising additional capital, we expect our operating expenses to increase as we ramp up our selling activities.

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Other Expenses

Other expenses for the three month period ended May 31, 2022 were $234,170 as compared to $200,008 for the comparable period in 2021, an increase of ~~81%~~1.2%. The increase of $34,162 was primarily due to an additional accrual of $29,726 for the Everlast liability. We expect interest expenses to remain constant.

Six Month Periods Ended May 31, 2022 and May 31, 2021

Our operating results for six month periods ended May 31, 2022 and May 31, 2021 are summarized as follows:

	Six Months Ended May 31, 2022			Six Months Ended May 31, 2021

Revenues	$	125,280		$	190,291
Gross Profit	$	(21,168	)	$	86,923
Operating Expenses	$	945,412		$	942,262
Other Expenses	$	569,846		$	400,341
Net Loss	$	(1,536,426	)	$	(1,255,680	)

Add back:
Interest Expense	$	569,846		$	400,341
Depreciation	$	-0-		$	-0-
Amortization	$	-0-		$	-0-

EBITDA	$	(966,580	)	$	(855,339	)

Revenues and Gross Profits

Sales for the six month period ended May 31, 2022 decreased to $125,280 versus $190,291 in the prior period. The decrease was due in part to the lack of inventory (out of stock of certain SKU’s), which also prevented us from fulfilling various purchase orders. Our lack of inventory is a result of not having sufficient capital to purchase inventory. Subject to receipt of additional funding, we expect this lack of supply to resolve over the next three months, at which time we expect our sales will begin to recover. Gross profit decreased to $(21,168) or (-16.9% of revenues) versus $86,923 (45.7% of revenues). We currently have no revenue. If we are able to secure sufficient additional funding and needed inventory, we expect that our revenues will gradually recover. In addition, we intend to continue to look for distribution and supply chain partners to lower our costs.

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Operating Expenses

Our operating expenses for the six month period ended May 31, 2022 and May 31, 2021 are summarized below:

	Six Months Ended May 31, 2022		Six Months Ended May 31, 2021
Professional Fees	$	92,717	$	94,127
General & Administrative Expenses	$	805,232	$	869,750
Marketing, Selling & Warehousing Expenses	$	26,277	$	61,481
Director’s Fees	$	18,000	$	-0-
Rent	$	3,186	$	1,904

Operating expenses for the six month period ended May 31, 2022 were $945,412 as compared to $942,262 for the comparable period in 2021, an increase of .3%. The increase in our operating expenses was primarily due to ~~increased~~a compensation expense of $120,000 for the authorized award of 4,000,000 shares to the Company's employees and director's fees of $18,000 which offset a decrease in general & administrative expenses as a result of cost reductions and ~~administrative costs~~decreased marketing and selling expenses related to the decrease in sales. Subject to raising additional capital, we expect our operating expenses to increase as we ~~build out~~ramp up our ~~organization and roll-out our product offering. These costs are expected to continue to increase throughout 2017 as we continue to develop and commercialize our product offerings.~~

selling activities.

Other Expenses

Other expenses for the ~~three~~six month period ended ~~August~~May 31, ~~2017 increased~~2022 were $569,846, compared to ~~$489,593 versus $79,269~~$400,341 in the ~~comparative~~comparable period in ~~2016~~.2021. The increase of $169,505 was primarily due to an ~~increase in interest expense due to higher debt levels and the impact~~additional accrual of ~~certain other items including the beneficial conversion feature related to the convertible note entered into in 2017.~~

~~Nine Month Periods Ended August 31, 2017 and August 31, 2016~~

~~Our operating results~~$169,854 for the ~~nine month periods ended August 31, 2017 and August 31, 2016 are summarized as follows:~~

Nine Months
Ended

Nine Months
Ended

August 31, 2017 August 31, 2016

Revenues $ 3,305,644 $ 241,053
Gross Profit $ 173,378 $ 105,689
Operating Expenses $ 2,375,051 $ 1,755,774
Other Expenses $ 1,048,283 $ 351,353
Net Loss $ 3,249,956 $ 2,001,438

~~Revenues and Gross Profit~~

~~Revenue increased substantially for the nine month period ended August 31, 2017~~Everlast liability. We expect interest expenses to $3,305,644 versus $241,053 in the prior year. This growth is attributed to a significant contract manufacturing supply agreement with a major retailer, coupled with increased direct sales of Brain Armor® products to professional sports teams and collegiate programs. This translated into a corresponding increase in Gross Profit to $173,378 or 5.2% of revenues versus $105,689 or 43.8% of revenues in the prior year. Management continues to direct operational support and focus toward markets, distribution channels and customers that represent sustainable commercial value. As such, we expect further revenue and profit growth in the remainder of 2017 and 2018. This outlook is supported by expanded retail customer supply agreements and new item listings coupled with further product innovation scheduled for introduction in Q4 2017 and Q1 2018.

~~Operating Expenses~~

~~Our operating expenses for the nine month periods ended August 31, 2017 and August 31, 2016 are summarized below:~~

Nine Months
Ended

Nine Months
Ended

August 31, 2017 August 31, 2016

Professional Fees $ 133,796 $ 111,469
General & Administrative Expenses $ 1,281,536 $ 767,121
Marketing, Selling & Warehousing Expenses
$
569,531
$
550,954
Management Salary $ 63,000 $ 32,500
Director's Fees $ 63,000 $ 54,000
Rent $ 7,521 $ 6,016
Royalty $ 256,667 $ 233,714

Operating expenses for the nine month period ended August 31, 2017 were $2,375,051 as compared to $1,755,774 for the comparative period in 2016, an increase of 35.3%. The increase in our operating expenses is primarily due to increased general and administrative costs as we build and roll-out our product offerings. These costs are expected to continue to increase throughout 2017 as we continue to develop and commercialize our product offerings.

~~Other Expenses~~

Other expenses for the nine month period ended August 31, 2017 increased to $1,048,283 versus $351,353 in the comparative period in 2016. The increase was due to an increase in interest expense due to higher debt levels and the impact of certain other items including the beneficial conversion feature related to the convertible note entered into in 2017.

remain constant.

Balance Sheet Data

The following table provides selected balance ~~sheet~~sheets data as at ~~August~~May 31, ~~2017~~2022 and ~~August 31, 2016.~~

Balance Sheet Data: August 31, 2017 August 31, 2016

Cash $ 4,380,378 $ 4,484
Total assets $ 7,755,321 $ 3,006,386
Total liabilities $ 11,053,311 $ 4,736,704
Stockholders' (deficit) $ (3,297,990 ) $ (1,730,318 )

Total assets and total liabilities increased in the nine month period ended August 31, 2017 versus the corresponding period last year as a result of the receipt of additional financing in September 2016 and May 2017.

November 30, 2021.

Balance Sheet Data:	May 31, 2022			November 30, 2021

Cash	$	12,389		$	7,653
Total assets	$	749,357		$	1,060,081
Total liabilities	$	33,335,742		$	32,230,040
Stockholders’ (deficit)	$	(32,586,385	)	$	(31,169,959	)

Strategic Orientation

Our objective is to provide our shareholders with solid returns through strategic investments across multiple consumer product and ~~food~~ ingredient platforms. The platforms we are focusing on include:

●

Life science technologies and related products that have applications to a range of consumer products;

●

Nutritional supplements and related consumer goods providing defined benefits to the consumer; and

●

Functional foods and beverages ingredients with defined health and wellness benefits.

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We are building our business through strategic investments in high growth early stage consumer brands and functional ~~ingredients~~ingredient platforms within segment/sectors which we believe offer ~~long term growth~~sustainable commercial potential. We are focused on three core strategies underpinning our objectives:

●

To execute ~~our~~a multi-tier brand, supply-chain and innovation strategy to drive revenue; and

●

To aggressively manage ~~our~~an asset light business model to drive a low cost ~~platform; and~~platform.

·	~~To drive disciplines leading to increased investor awareness and ability to finance and govern growing operations.~~

While we have yet to ~~realize break even cash flows or~~achieve profitability, we ~~believe we~~ are ~~making~~endeavoring to make progress against our ~~goals~~long term commercial objectives. Subject to receipt of sufficient capital, which we currently do not have, we anticipate that revenue and ~~objectives, and expect revenues and margins to~~margin will increase as we ~~begin commercializing the products~~strengthen distribution partnerships while capitalizing on product innovation, supply-chain optimization and brand equity within our current portfolio. ~~All three of our product platforms show solid potential in the markets where they compete and both our~~ ~~Everlast® and~~ ~~Brain Armor~~® product lines are now in the market and generating revenues. Our strategy was to first establish listings for these products with non-bricks and mortar accounts, and this has been successful. Brain ~~Armor~~® has now been listed at a large retail account as well, and we expect listings for Everlast® to follow. The development of Oceans Omega as an ingredient for food and beverage products is ongoing, and given the longer sales cycle for ingredients, we expect to realize revenues later in fiscal 2017 both through external customer product development and also internally via potential line extensions for both the E~~verlast® and~~ ~~Brain Armor® product lines.~~

Liquidity and Capital Resources

~~Our~~

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Update No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

As of May 31, 2022, the Company had $12,389 in cash ~~balance at August~~and a working capital deficit of $10,286,385. The Company also has generated losses and has an accumulated deficit as of May 31, ~~2017 was $4,380,378. Management believes~~2022. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Need for Additional Capital

The current funds available to the ~~Company will be~~company are not sufficient to fund ~~our operations~~its near term operations. The Company has an urgent need for additional capital, without which, the Company is unlikely to continue as a going concern. Unless management is able to obtain additional financing, the Company will not be able to meet its funding requirements during the next ~~twelve~~12 months.

On January 29, 2015, we entered into a securities purchase agreement with a non-US institutional investor whereby we agreed to sell an aggregate principal amount of $2,300,000 of senior secured convertible debentures, convertible into shares of the company’s common stock. We received $1,800,000 of the funds The financial statements do not include any adjustments that might result from the ~~transaction on February 5, 2015~~outcome of this uncertainty.

As of May 31, 2022, the Company had $12,389 in cash and a working capital deficit of $10,286,385, compared to a deficit of approximately $8.9 million as of November 30, 2021 The approximate $1.4 million increase in working capital deficit was due primarily to an increase in accrued liabilities of $1.1 million, a decrease in prepaids of $0.2 million and a decrease in inventory of $0.1 million.

As disclosed under Item 3. Legal Proceedings, a judgment was entered against us in the balance of $500,000 on May 14, 2015. On September 26, 2016, we entered into a Convertible Promissory Note Amendment Agreement with this investor whereby we agreed to extend the maturity date and amend the interest payable on the senior secured convertible debentures, whereby we extended the term of the notes through September 30, 2019 and interest rate was increased from 6% per annum to 8% per annum. The convertible debentures are convertible into shares of the Company’s common stock at an initial conversion price of $0.71 per share for an aggregate of up to 3,239,437 shares.

On September 26, 2016, we entered into a Securities Purchase Agreement with a non-US institutional investor pursuant to which, in consideration for proceeds of $4,100,000, we issued a secured convertible promissory noteEverlast matter in the amount of ~~$4,100,000. Pursuant~~approximately $740,000, which has grown to more than $900,000 as of May 2022. In addition, the ~~Securities Purchase Agreement, the investor has agreed, from time to time after January 1, 2017, to make additional investments at our request of up to $5,900,000 ($10,000,000~~plaintiff in the ~~aggregate)~~Oracle matter has requested a default judgment against us. Accordingly, the Company is currently obligated to pay Everlast approximately $750,000 not including interest accrued since August 2021 and could be liable to pay Oracle at least $217,000 if the court enters a default judgment, in ~~one or more tranches~~which case, the Company would be liable for in excess of ~~not less than one tranche during any 60 day period. The funding of any tranche under~~$1 million in judgments, in the ~~agreement (other than~~aggregate. If the ~~first $4,100,000 which has been funded)~~Company is ~~subject~~compelled to pay these liabilities, there would be a material adverse effect on the ~~mutual agreement~~financial condition of the ~~parties as~~Company.

Because we have only minimal cash on hand, we are unable to implement our current business plan. Accordingly, we have an immediate need for additional capital to fund our operating activities. We currently have no revenues have had difficulty raising additional capital, so there is no assurance we will be able to grow our business or raise sufficient additional capital on acceptable terms or at all.

In order to remedy this liquidity deficiency, we are actively seeking to raise additional funds through the ~~use~~sale of ~~funds. The parties have agreed~~equity and/or debt securities, and ultimately, we will need to ~~negotiate in good faith to pre-approve use~~generate substantial positive operating cash flows. Our internal sources of funds ~~within 120 days following September 26, 2016. On May 9, 2017,~~will consist of cash flows from operations, but not until we begin to realize additional revenues from the ~~Company received~~sale of our products and services. As previously stated, our operations are generating negative cash flows, and thus adversely affecting our liquidity. If we are unable to raise additional funds in the second tranche of funding with proceeds of $4,400,000 for a total investment by the investor of $8,500,000. Under the terms of the securities purchase agreement, the Company has an additional $1,500,000 of available funding. We intend to use the proceeds of the secured convertible note for general working capital purposes including, without limitation, settlement of accounts payable and repayment of mature loans. In consideration of each advance made by the investor pursuant to the Securities Purchase Agreement,near term, we will ~~issue~~not be able to implement our business plan, in which case there would be a material adverse effect on our results of operations and financial condition.

In the investor a convertible promissory note of equal value, maturing three years after issuance, and bearing interest at the rate of 8% per annum. Each note will be secured in first priority against the present and after acquired assets of the Company, and will be convertible in wholeevent we do not generate sufficient funds from revenues or in part at the option of the holder into common shares of the Company at a conversion price per share of $0.60, equal to a 25% discount to the 10 day average closing price of the Company’s common stock for the period immediately precedingfinancing through the issuance of ~~the applicable note. Due~~common stock or from debt financing, we will be unable to ~~the notes being convertible~~implement our business plan and pay our obligations as they become due, any of which circumstances would have a material adverse effect on our business prospects, financial condition, and results of operations. The accompanying financial statements do not include any adjustments that might be required should we be unable to recover the ~~Company common shares, a beneficial conversion feature analysis was performed. The intrinsic~~ value of ~~the conversion feature was $1,366,667~~our assets or satisfy our liabilities.

Based on our limited availability of funds we expect to spend minimal amounts on product development, sales and ~~$1,466,667 respectively~~marketing and capital expenditures. We expect to fund any future product development expenditures through a combination of cash flows from operations and proceeds from equity and/or debt financing. If we are unable to generate positive cash flows from operations, and/or raise additional funds (either through debt or equity), we will be unable to fund our product development expenditures, in which ~~was recognized as debt discount. As~~case, there could be material and adverse effect on our business and results of ~~August 31, 2017, $612,869 of debt discount was amortized of which $532,038 was amortized during the current nine month period and $80,831 in the prior year. The unamortized discount is $2,220,465.~~

operations.

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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.

Contractual Obligations

Except for the transactions ~~noted~~disclosed in ~~Business Developments,~~this Report, there have been no material changes outside the normal course of business in our contractual obligations since ~~January 3, 2015.~~

February 28, 2022.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, related revenues and expenses, and disclosure of gain and loss contingencies at the date of the financial statements. The estimates and assumptions made require us to exercise our judgment and are based on historical experience and various other factors that we believe to be reasonable under the circumstances. We continually evaluate the information that forms the basis of our estimates and assumptions as our business and the business environment generally changes. The use of estimates is pervasive throughout our financial statements. There have been no material changes to the critical accounting estimates disclosed under the heading “Critical Accounting Estimates” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company we are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

Changes in Internal Controls Over Financial Reporting

Our management, with the participation of our principal executive officer and principal financial officer have concluded that there have been no changes in our internal control over financial reporting that occurred during the ~~last~~ fiscal quarter ended ~~August~~May 31, ~~2017~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

Table of Contents

ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing:

Exhibit No.		Description

3.1		Articles of IncorporationIncorporation as amended (incorporated by reference to our Annual Report on form 10-K for the year ended November 30,2021 filed with the SEC on April 14, 2022)
~~3.2~~		Bylaws*
~~31.1~~ 3.2		Bylaws*

31.1		Sec. 302 Certification of Chief Executive Officer
~~31.2~~
31.2		Sec. 302 Certification of Chief Financial Officer
~~32.1~~
32.1		Sec. 906 Certification of Chief Executive Officer
~~32.2~~
32.2		Sec. 906 Certification of Chief Financial Officer
~~101~~
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

_________________

* Document is incorporated by reference and can be found in its entirety in our Registration Statement on Form SB-2, SEC File Number 333-148710, at the Securities and Exchange Commission website at www.sec.gov.

~~Interactive data files pursuant to Rule 405~~25

Table of ~~Regulation S-T.~~Contents

*	Document is incorporated by reference and can be found in its entirety in our Registration Statement on Form SB-2, SEC File Number 333-148710, at the Securities and Exchange Commission website at www.sec.gov.

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.

~~October 16, 2017~~	Trident Brands Incorporated

Date: July 27, 2022	By:	/s/ Michael Friedman
		Michael Friedman
		(Chief Executive Officer)

	By:	/s/ Peter Salvo
		Peter Salvo
		(Principal Financial Officer)


	26
	~~/s/ Anthony Pallante~~
	~~By: Anthony Pallante~~
	~~(Chief Executive Officer & Chair of the Board)~~


	~~/s/ Mike Browne~~
	~~By: Mike Browne~~
	~~(Chief Financial Officer)~~


	~~/s/ Mark Holcombe~~
	~~By: Mark Holcombe~~
	~~(President & Director)~~


	~~/s/ Scott Chapman~~
	~~By: Scott Chapman~~
	~~(Director)~~

Large accelerated filer ~~[ ]~~	☐	Accelerated filer ~~[ ]~~	☐
Non-accelerated ~~filer [ ]~~Filer	☒	Smaller reporting company ~~[X]~~	☒
Emerging Growth Company	☒

	As of			As of
	August 31, 2017			November 30, 2016
ASSETS

Current Assets
Cash	$	4,130,378		$	1,527,624
Restricted Cash		250,000			-
Accounts Receivable		661,799			53,053
Inventory		274,367			231,221
Prepaid		210,748			67,332
Total Current Assets		5,527,292			1,879,230

Fixed Assets-Furniture & Fixtures, net		28,029			-
Intangible Assets - Licenses, net		2,200,000			2,425,000

TOTAL ASSETS	$	7,755,321		$	4,304,230

LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts Payable	$	1,322,818		$	106,612
Accrued Liability		1,150,958			431,178
Loan Payable - Third Party, net of discount $0 and $8,812, respectively		-			191,188
Total Current Liabilities		2,473,776			728,978

Convertible Debt, net of discount $2,220,465 and $1,285,836, respectively		8,579,535			5,114,164

Total Liabilities		11,053,311			5,843,142

Stockholders' Deficit
Common stock, $0.001 par value, 300,000,000 shares authorized;
31,000,000 shares issued and outstanding as of August 31, 2017 and November 30, 2016		31,000			31,000
Additional paid-in capital		6,922,854			5,431,976
Non-Controlling Interest in Subsidiary		(95,183	)		(65,786	)
Accumulated Deficit		(10,156,661	)		(6,936,102	)
Total Stockholders' Deficit		(3,297,990	)		(1,538,912	)

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	7,755,321		$	4,304,230

	Three Months			Three Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	August 31, 2017			August 31, 2016			August 31, 2017			August 31, 2016

Revenues	$	3,277,655		$	17,028		$	3,305,644		$	241,053

Cost of Sales		3,117,150			9,388			3,132,266			135,364

Gross Profit		160,505			7,640			173,378			105,689

General, Selling & Administrative Expenses		(908,378	)		(502,659	)		(2,375,051	)		(1,755,774	)

Loss from Operations		(747,873	)		(495,019	)		(2,201,673	)		(1,650,085	)

Other Income (Expenses)
Interest Expense		(489,593	)		(79,269	)		(1,048,283	)		(351,353	)
Total Other Income (Expenses)		(489,593	)		(79,269	)		(1,048,283	)		(351,353	)

Net Loss	$	(1,237,466	)	$	(574,288	)	$	(3,249,956	)	$	(2,001,438	)

Net loss attributable to Trident		(1,228,122	)		(566,582	)		(3,220,559	)		(1,990,807	)
Net loss attributable to Non-Controlling Interests		(9,344	)		(7,706	)		(29,397	)		(10,631	)


Loss per share - Basic and diluted	$	(0.04	)	$	(0.02	)	$	(0.10	)	$	(0.07	)

Weighted average number of common
shares outstanding - Basic and diluted		31,000,000			31,000,000			31,000,000			30,596,364

	Number of Options		Weighted Average Exercise Price		Contractual Life in Years		Intrinsic Value

Outstanding - November 30, 2016		2,358,333	$	0.96		2.51

Exercisable - November 30, 2016		1,666,667	$	1.17		2.43

Granted		-0-			$	0.0

Exercised or Vested		-0-

Cancelled or Expired		333,333

Outstanding - August 31, 2017		2,025,000	$	0.96		1.68

Exercisable - August 31, 2017		2,025,000	$	0.96		1.68	$8,417

	Number of Warrants		Weighted Average Exercise Price		Contractual Life in Years			Intrinsic Value

Outstanding – November 30, 2016		225,000	$	1.35		2.21

Exercisable - November 30, 2016		-0-

Granted		-0-

Exercised or Vested		-0-

Cancelled or Expired		-0-

Outstanding – August 31, 2017		225,000	$	1.35		1.45	$	0

	Three Months Ended		Three Months Ended
	August 31, 2017		August 31, 2016

Revenues	$	3,277,655	$	17,028
Gross Profit	$	160,505	$	7,640
Operating Expenses	$	908,378	$	502,659
Other Expenses	$	489,593	$	79,269
Net Loss	$	1,237,466	$	574,288

	Nine Months Ended		Nine Months Ended
	August 31, 2017		August 31, 2016

Revenues	$	3,305,644	$	241,053
Gross Profit	$	173,378	$	105,689
Operating Expenses	$	2,375,051	$	1,755,774
Other Expenses	$	1,048,283	$	351,353
Net Loss	$	3,249,956	$	2,001,438

Balance Sheet Data:	August 31, 2017			August 31, 2016

Cash	$	4,380,378		$	4,484
Total assets	$	7,755,321		$	3,006,386
Total liabilities	$	11,053,311		$	4,736,704
Stockholders' (deficit)	$	(3,297,990	)	$	(1,730,318	)