Trident Brands (TDNT) 10-Q 15 Oct 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Aug. 31, 2015	Oct. 15, 2015
Document And Entity Information [Abstract]
Entity Registrant Name	Trident Brands Inc
Entity Central Index Key	1,421,907
Trading Symbol	tdnt
Current Fiscal Year End Date	--11-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		28,000,000
Document Type	10-Q
Document Period End Date	Aug. 31, 2015
Amendment Flag	false
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3

Balance Sheets (unaudited)

Balance Sheets (unaudited) - USD ($)	Aug. 31, 2015	Nov. 30, 2014
Current Assets
Cash	$ 454,861	$ 352
Inventory	233,727
Prepaid	72,268	1,049
Total Current Assets	760,856	1,401
TOTAL ASSETS	760,856	1,401
Current Liabilities
Accounts Payable	150,474	134,758
Accrued Liability	146,672	82,760
Loan Payable - Related Party		53,820
Loan Payable - Third Party	300,000	300,000
Convertible Debt, net of discount $308,662	1,991,338
Total Current Liabilities	2,588,484	571,338
Total Liabilities	2,588,484	571,338
Stockholders' Equity
Common stock, ($0.001 par value, 300,000,000 shares authorized; 28,000,000 shares issued and outstanding as of August 31, 2015 and November 30, 2014	28,000	28,000
Additional paid-in capital	694,887	47,000
Accumulated Deficit	(2,550,515)	(644,937)
Total Stockholders' Equity (Deficit)	(1,827,628)	(569,937)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$ 760,856	$ 1,401

Balance Sheets (unaudited) (Par

Balance Sheets (unaudited) (Parentheticals) - USD ($)	Aug. 31, 2015	Nov. 30, 2014
Statement of Financial Position [Abstract]
Convertible debt, discount (in dollars)	$ 308,662
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	28,000,000	28,000,000
Common stock, shares outstanding	28,000,000	28,000,000

Statement of Operations (unaudi

Statement of Operations (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2015	Aug. 31, 2014	Aug. 31, 2015	Aug. 31, 2014
Income Statement [Abstract]
Revenues	$ 9,915		$ 11,555
Cost of Sales	5,729		6,267
Gross Profit	4,186		5,288
General & Administrative Expenses	(462,214)	$ (109,745)	(1,282,750)	$ (200,833)
Other Expenses
Royalty Fees	(58,778)	(30,000)	(166,699)	(80,000)
Interest Expense	(205,077)	(4,882)	(461,417)	(6,215)
Total Other Expenses	(263,855)	(34,882)	(628,116)	(86,215)
Net Loss	$ (721,883)	$ (144,627)	$ (1,905,578)	$ (287,048)
Basic earning (loss) per share (in dollars per share)	$ (0.03)	$ (0.01)	$ (0.07)	$ (0.01)
Weighted average number of common shares outstanding (in shares)	28,000,000	28,000,000	28,000,000	28,000,000

Statement of Cash Flows (unaudi

Statement of Cash Flows (unaudited) - USD ($)	9 Months Ended
	Aug. 31, 2015	Aug. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (1,905,578)	$ (287,048)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt issuance cost	34,250
Amortization of debt discount	339,225
Changes in operating assets and liabilities:
Prepaid expenses	(71,219)	(1,049)
Inventory	(233,727)
Accounts payable and accrued liabilities	79,628	29,989
Cash used in operating activities	(1,757,421)	(258,108)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on loan payable - related party	(140,070)	(7,707)
Proceeds on loan payable - related party	75,000
Principal payments on loan payable - third party	(123,000)
Proceeds on loan payable - third party	100,000	300,000
Proceeds on convertible debt	2,300,000
Cash provided by financing activities	2,211,930	292,293
Net increase in cash	454,509	34,184
Cash at beginning of period	352	131
Cash at end of period	454,861	$ 34,315
NON-CASH TRANSACTIONS
Beneficial conversion features	$ 647,887
Cash paid during the nine months ended August 31:
Income taxes
Interest	$ 34,250

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	Aug. 31, 2015
Organization And Description Of Business [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Trident Brands Incorporated (f/k/a Sandfield Ventures Corp.) (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 consumer products. The objective is investment in and development of high growth consumer brands and ingredients businesses. The Company is in the early growth stage and has transitioned out of their shell status with the Super-8 filing at the end of August, 2014. Its activities to date have been limited to capital formation, organization, development of its business plan and development of an array of products for sale.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Aug. 31, 2015
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim financial statements of Trident Brands Incorporated 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 financial statements and notes thereto contained in Trident’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 financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2014 as reported in the Form 10-K have been omitted. Beneficial Conversion Features The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion.

GOING CONCERN

GOING CONCERN	9 Months Ended
	Aug. 31, 2015
Going Concern [Abstract]
GOING CONCERN	NOTE 3. GOING CONCERN The accompanying financial statements are presented on a going concern basis. The Company had no significant operations during the period from November 5, 2007 (date of inception) to August 31, 2015 and has a working capital deficit as of August 31, 2015. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company is currently in the early growth stage at product introduction phase and expenses are increasing. They have secured short term bridge loans and a convertible promissory note to cover these expenses. The current cash of $454,861 is insufficient to cover the expenses they will incur during the next twelve months. The company is currently investigating various financing alternatives in order to address this issue.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Aug. 31, 2015
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4. RELATED PARTY TRANSACTIONS The Company neither owns nor leases any real or personal property. The company is paying a director $500 per month rent for use of office space and services. During the quarter ended February 28, 2015, the company paid off the balance of the loan payable of $53,820 due to Mark Holcombe, sole officer and director of the Company. During the quarter ended February 28, 2015, Michael Browne loaned the Company $75,000 and the Company paid back $86,250 with $11,250 as a debt issuance cost which is recognized as interest expense when the loan is paid off.

LOAN PAYABLE - THIRD PARTY

LOAN PAYABLE - THIRD PARTY	9 Months Ended
	Aug. 31, 2015
Debt Disclosure [Abstract]
LOAN PAYABLE - THIRD PARTY	NOTE 5. LOAN PAYABLE – THIRD PARTY We have two short term loans. One for $200,000 and the other for $100,000 both bearing interest at the rate of 8.0% per annum, payable on maturity, calculated on the principle amount of the loan outstanding. Unless paid earlier, the loan and accrued and unpaid interest shall be payable in full on April 30, 2015 (payment maturity date extended to October 31, 2015) and July 21, 2015 (payment maturity date extended to December 31, 2015) respectively. As of August 31, 2015, the full amount of the loans are outstanding and the accrued interest expense is $30,215 ($21,333 and $8,882 respectively). The Company analyzed the modification of the term under ASC 470-60 “Trouble Debt Restructurings” and ASC 470-50 “Extinguishment of Debt”. The Company determined the modification is not substantial and the Company also determined that the fair value of the new debt is the same as the fair value of the old debt. On December 16, 2014, the Company issued 3 promissory notes totalling $100,000 as bridge loans for working capital purposes. The company paid back $123,000 with $23,000 as debt issuance cost which is recognized as interest expense when the loan is paid off.

CONVERTIBLE NOTE

CONVERTIBLE NOTE	9 Months Ended
	Aug. 31, 2015
Convertible Note [Abstract]
CONVERTIBLE NOTE	NOTE 6. CONVERTIBLE NOTE On January 29, 2015, Trident Brands Incorporated 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 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. The convertible debentures are convertible into shares of the Company’s common stock at an initial conversion price of $.71 per share, for an aggregate of up to 3,239,437 shares. The debentures bear interest at 6% per annum. The applicable portion of the Principal Amount and the Interest outstanding shall be due and payable on the date that is 12 months from the applicable Issuance Date. The accrued interest expense is $69,942. The Company intends to use the net proceeds from this transaction for working capital and general corporate purposes. Due to the note being convertible to the company common shares, beneficial conversion features analysis was performed. The intrinsic value is $647,887 which is recognized as debt discount. As of August 31, 2015, $339,225 of the debt discount is amortized and the unamortized discount is $308,662. The Company analyzed the embedded conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion option should be classified as equity.

SUMMARY OF SIGNIFICANT ACCOUN12

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Aug. 31, 2015
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim financial statements of Trident Brands Incorporated 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 financial statements and notes thereto contained in Trident’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 financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2014 as reported in the Form 10-K have been omitted.
Beneficial Conversion Features	Beneficial Conversion Features The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion.

GOING CONCERN (Detail Textuals)

GOING CONCERN (Detail Textuals) - USD ($)	Aug. 31, 2015	Nov. 30, 2014	Aug. 31, 2014	Nov. 30, 2013
Going Concern [Abstract]
Cash	$ 454,861	$ 352	$ 34,315	$ 131

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Dec. 16, 2014	Feb. 28, 2015	Aug. 31, 2015	Aug. 31, 2014
Related Party Transaction [Line Items]
Proceeds from related party loan			$ 75,000
Repayment of loan			140,070	$ 7,707
Debt issuance cost	$ 23,000		34,250
Director
Related Party Transaction [Line Items]
Rent paid per month			$ 500
Mark Holcombe
Related Party Transaction [Line Items]
Repayment of loan		$ 53,820
Michael Browne
Related Party Transaction [Line Items]
Proceeds from related party loan		75,000
Repayment of loan		86,250
Debt issuance cost		$ 11,250

LOAN PAYABLE - THIRD PARTY (Det

LOAN PAYABLE - THIRD PARTY (Detail Textuals)	1 Months Ended	9 Months Ended
	Dec. 16, 2014USD ($)Promissory_notes	Aug. 31, 2015USD ($)Loan	Nov. 30, 2014USD ($)
Short-term Debt [Line Items]
Number of short term loans | Loan		2
Amount of short term loans		$ 300,000	$ 300,000
Accrued interest expense		30,215
Number of promissory notes issued | Promissory_notes	3
Amount of promissory notes issued	$ 100,000
Repayment of promissory notes	123,000
Debt issuance cost	$ 23,000	34,250
Short term loan one
Short-term Debt [Line Items]
Amount of short term loans		$ 200,000
Percentage of interest rate		8.00%
Accrued interest expense		$ 21,333
Short term loan two
Short-term Debt [Line Items]
Amount of short term loans		$ 100,000
Percentage of interest rate		8.00%
Accrued interest expense		$ 8,882

CONVERTIBLE NOTE (Detail Textua

CONVERTIBLE NOTE (Detail Textuals) - USD ($)	May. 14, 2015	Feb. 05, 2015	Jan. 29, 2015	Aug. 31, 2015	Dec. 16, 2014
Debt Instrument [Line Items]
Principal amount of debt					$ 100,000
Funds received				$ 2,300,000
Accrued interest expense				30,215
Amount of intrinsic value recognized as debt discount				647,887
Amortization of debt discount				339,225
Securities purchase agreement | Senior secured convertible debentures
Debt Instrument [Line Items]
Principal amount of debt			$ 2,300,000
Funds received	$ 500,000	$ 1,800,000
Initial conversion price			$ 0.71
Common stock conversion, shares			3,239,437
Percentage of interest rate			6.00%
Period of debt payment			12 months
Accrued interest expense			$ 69,942
Amount of intrinsic value recognized as debt discount			$ 647,887
Amortization of debt discount				339,225
Unamortized debt discount				$ 308,662