Trident Brands (TDNT) 10-Q 14 Apr 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Feb. 29, 2016	Apr. 14, 2016
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		31,000,000
Document Type	10-Q
Document Period End Date	Feb. 29, 2016
Amendment Flag	false
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Feb. 29, 2016	Nov. 30, 2015
Current Assets
Cash	$ 19,439	$ 187,886
Inventory	132,308	145,480
Prepaid	15,863	55,887
Total Current Assets	167,610	389,253
Intangible Assets - Licenses, net	2,655,000
TOTAL ASSETS	2,822,610	389,253
Current Liabilities
Accounts Payable	73,481	184,680
Accrued Liability	351,369	181,024
Loan Payable - Related Party	180,000	180,000
Loan Payable - Third Party, net of discount $39,899 and $0, respectively	510,101	300,000
Convertible Debt, net of discount $28,861 and $147,230, respectively	2,271,138	2,152,770
Total Current Liabilities	3,386,089	2,998,474
Total Liabilities	3,386,089	2,998,474
Stockholders' Equity (Deficit)
Common stock, ($0.001 par value, 300,000,000 shares authorized; 31,000,000 shares issued and outstanding as of February 29 2016 and 28,000,000 as of November 30, 2015	31,000	28,000
Additional paid-in capital	3,999,369	1,177,540
Non-Controlling Interest in Subsidiary	(17,367)	(14,643)
Accumulated Deficit	(4,576,481)	(3,800,118)
Total Stockholders' Equity (Deficit)	(563,479)	(2,609,221)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$ 2,822,610	$ 389,253

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - USD ($)	Feb. 29, 2016	Nov. 30, 2015
Statement of Financial Position [Abstract]
Discount on loan Payable to third party (in dollars)	$ 39,899	$ 0
Convertible debt, discount (in dollars)	$ 28,861	$ 147,230
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	31,000,000	28,000,000
Common stock, shares outstanding	31,000,000	28,000,000

Consolidated Statement of Opera

Consolidated Statement of Operations (unaudited) - USD ($)	3 Months Ended
	Feb. 29, 2016	Feb. 28, 2015
Income Statement [Abstract]
Revenues	$ 19,195	$ 970
Cost of Sales	13,820	83
Gross Profit	5,375	887
General & Administrative Expenses	(543,344)	(253,558)
Other Income (Expenses)
Royalty Fees	(72,940)	(49,171)
Interest Expense	(168,178)	(88,996)
Total Other Income (Expenses)	(241,118)	(138,167)
Net Loss	(779,087)	(390,838)
Net loss attributable to Trident	(776,363)	$ (390,838)
Net loss attributable to Non-Controlling Interests	$ (2,724)
Basic earning (loss) per share	$ (0.03)	$ (0.01)
Weighted average number of common shares outstanding	29,780,220	28,000,000

Consolidated Statement of Cash

Consolidated Statement of Cash Flows (unaudited) - USD ($)	3 Months Ended
	Feb. 29, 2016	Feb. 28, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (779,087)	$ (390,838)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt issuance cost		34,250
Amortization of debt discount	121,995	41,675
Amortization of license	45,000
Compensation-Options	81,303
Changes in operating assets and liabilities:
Prepaid expenses	40,024	(109,917)
Inventory	13,172
Accounts payable and accrued liabilities	59,146	(141,024)
Cash used in operating activities	(418,447)	(565,854)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on loan payable - related party		(140,070)
Proceeds on loan payable - related party		75,000
Principal payments on loan payable - third party		(123,000)
Proceeds on loan payable - third party	250,000	100,000
Proceeds on convertible debt		1,800,000
Cash provided by financing activities	250,000	1,711,930
Net change in cash	(168,447)	1,146,076
Cash at beginning of period	187,886	352
Cash at end of period	19,439	1,146,428
NON-CASH TRANSACTIONS
Beneficial conversion features		$ 507,042
Common stock issued for asset acquisition	2,700,000
Relative fair value of warrant recorded as debt discount	$ 43,526
Cash paid for:
Income taxes
Interest		$ 34,250

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	3 Months Ended
	Feb. 29, 2016
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 it’s early growth stage and has transitioned out of it’s shell status with the Super-8 filing at the end of August, 2014. Activities to date have been limited to capital formation, organization, development of its business plan, and development of an array of products for sale and initial commercialization efforts.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Feb. 29, 2016
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 2015 as reported in the Form 10-K have been omitted.

GOING CONCERN

GOING CONCERN	3 Months Ended
	Feb. 29, 2016
Going Concern [Abstract]
GOING CONCERN	NOTE 3. GOING CONCERN The accompanying financial statements are presented on a going concern basis. The Companyhad no significant revenues during the period from November 5, 2007 (date of inception) to February 29, 2016 and has a working capital deficit as of February 29, 2016. 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. The company has secured financing to cover these expenses. The current cash of $19,439, is insufficient to cover the expenses the Company will incur during the next twelve months. The Company is currently pursuing various financing alternatives in order to address this issue

WARRANTS AND OPTIONS

WARRANTS AND OPTIONS	3 Months Ended
	Feb. 29, 2016
Warrants And Options [Abstract]
WARRANTS AND OPTIONS	NOTE 4. WARRANTS AND OPTIONS On May 5, 2014, Trident granted an aggregate of 2,875,000 stock options to directors, officers, employees and consultants of the Company pursuant to Trident’s 2013 Stock Plan. The stock options are exercisable for five years from the date of grant at exercise prices of $0.75 per share for shares vesting 12 months from the date of issuance, $1.00 per share for shares vesting 24 months from the date of issuance and $1.50 for shares vesting 36 months from the date of issuance. Of the 2,875,000 stock options granted, Trident granted 1,125,000 stock options to its president, Michael Browne; 300,000 stock options to each of its directors, Donald MacPhee, Scott Chapman, Mark Holcombe; 150,000 stock options to its controller, Peter Salvo; and 350,000 stock options to each of its special advisors, Robert Campbell and Karen Arsenault. The stock options expire on May 5, 2019. On November 30, 2015, Michael Browne’s stock options were amended to 625,000. The total outstanding stock options as of February 29, 2016 are 2,375,000. The company used the Black-Scholes model to value the stock options. Following are the assumptions used for the shares vested 12, 24 and 36 months from the date of issuance: Discount rate .9%, 1.29%, 1.29%; Volatility 68.35%, 67.35%, 68.50%; and Term 3.0, 3.5, 4.0. During the three months ended February 29, 2016, $81,303 was recognized as options expense. The following table represents stock option activity as of February 29, 2016 and for the period ended November 30, 2015: Number of Options Weighted Average Exercise Price Contractual Life in Years Intrinsic Value Outstanding - Nov. 30, 2015 2,375,000 $ 1.15 3.5 Exercisable - Nov. 30, 2015 958,334 $ 2.00 3.4 $ 354,583 Granted -0- Exercised or Vested -0- Cancelled or Expired -0- Outstanding - Feb. 29, 2016 2,375,000 $ 1.15 3.18 Exercisable - Feb. 29, 2016 958,334 $ 2.00 3.18 $ 479,167 On January 29, 2016, the company issued 125,000 warrants to purchase common shares of the Company along with the $250,000 secured third party promissory note. The relative fair value is $43,526 which is recognized as debt discount. As of February 29, 2015, $3,627 of the debt discount is amortized and the unamortized discount is $39,899. The following table represents warrant activity as of February 29, 2016 and for the period ended November 30, 2015: Number of Warrants Weighted Average Exercise Price Contractual Life in Years Intrinsic Value Outstanding - Nov. 30, 2015 -0- Exercisable - Nov. 30, 2015 -0- Granted 125,000 Exercised or Vested -0- Cancelled or Expired -0- Outstanding - Feb. 29, 2016 125,000 $1.35 2.92

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Feb. 29, 2016
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. 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 November 30, 2015, Continental Ingredients Canada, Inc. of which the Company CEO own significant interest, loaned the Company $180,000 bearing interest at the rate of 8% per annum, payable on maturity, calculated on the principal amount of the loan outstanding. The $180,000 note was advanced during the year ended November 30, 2015. Unless paid earlier, the loan and accrued and unpaid interest shall be payable in full on November 2, 2016. As of February 29, 2016, the full amount of the loan is outstanding.

LOAN PAYABLE - THIRD PARTY

LOAN PAYABLE - THIRD PARTY	3 Months Ended
	Feb. 29, 2016
Debt Disclosure [Abstract]
LOAN PAYABLE - THIRD PARTY	NOTE 6. LOAN PAYABLE – THIRD PARTY We have three short term loans. One for $200,000, one for $100,000 and the other for $250,000 bearing interest at the rate of 8.0%, 8.0% and 10.0% per annum respectively, 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 while now technically in default, the parties to the obligation are still negotiating a deal for repayment) . As of February 29, 2016, the full

CONVERTIBLE NOTE

CONVERTIBLE NOTE	3 Months Ended
	Feb. 29, 2016
Convertible Note [Abstract]
CONVERTIBLE NOTE	NOTE 7. 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. W hile the $1,800,000 is now technically in default, the parties to the obligation are negotiating a deal for repayment. 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. During the three months ended February 29, 2016, $118,368 of debt discount is amortized and the unamortized discount is $28,861. As of February 29, 2016 and November 30, 2015, the outstanding balance of the convertible debt is $2,300,000 net of discount of $28,816 and $147,230, respectively. 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.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Feb. 29, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 8. INTANGIBLE ASSETS On January 22, 2015, pursuant to a Deed of Assignment dated effective January 20, 2015, the Company entered into an Emulsion Supply Agreement with Oceans Omega LLC which represents the rights acquired pursuant to the Deed of Assignment. The Emulsion Supply Agreement provides the Company with the non-exclusive right 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 (exclusive meats) for human or animal consumption. On January 6, 2016 the Company issued 3,000,000 shares to mark the closing 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 parties at a market value of $2,700,000 based on the closing price of the common shares as quoted on the OTC Markets quotation systems on January 6, 2016. The value of the license is amortized over 10 years based on the term of the Agreement. As of February 29, 2016, the net value of the license was $2,655,000 after amortizing $45,000.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Feb. 29, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS On February 29, 2016, we entered into a Securities Purchase Agreement with CIC whereby we are to receive proceeds of $200,000 in return for a $200,000 secured promissory note due 12 months from the issuance date, bearing interest at the rate of 10% per annum, and 100,000 warrants to purchase common shares of our Company at an exercise price of $1.35 per share for three years from the date of issue. The proceeds were received on March 4, 2016.

SUMMARY OF SIGNIFICANT ACCOUN15

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Feb. 29, 2016
Accounting Policies [Abstract]
Basis of Accounting	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 2015 as reported in the Form 10-K have been omitted.

WARRANTS AND OPTIONS (Tables)

WARRANTS AND OPTIONS (Tables)	3 Months Ended
	Feb. 29, 2016
Warrants And Options [Abstract]
Schedule of stock option activity	Number of Options Weighted Average Exercise Price Contractual Life in Years Intrinsic Value Outstanding - Nov. 30, 2015 2,375,000 $ 1.15 3.5 Exercisable - Nov. 30, 2015 958,334 $ 2.00 3.4 $ 354,583 Granted -0- Exercised or Vested -0- Cancelled or Expired -0- Outstanding - Feb. 29, 2016 2,375,000 $ 1.15 3.18 Exercisable - Feb. 29, 2016 958,334 $ 2.00 3.18 $ 479,167
Schedule of warrant activity	Number of Warrants Weighted Average Exercise Price Contractual Life in Years Intrinsic Value Outstanding - Nov. 30, 2015 -0- Exercisable - Nov. 30, 2015 -0- Granted 125,000 Exercised or Vested -0- Cancelled or Expired -0- Outstanding - Feb. 29, 2016 125,000 $1.35 2.92

GOING CONCERN (Detail Textuals)

GOING CONCERN (Detail Textuals) - USD ($)	Feb. 29, 2016	Nov. 30, 2015	Feb. 28, 2015	Nov. 30, 2014
Going Concern [Abstract]
Cash	$ 19,439	$ 187,886	$ 1,146,428	$ 352

WARRANTS AND OPTIONS (Details)

WARRANTS AND OPTIONS (Details) - USD ($)	3 Months Ended	12 Months Ended
	Feb. 29, 2016	Nov. 30, 2015
Number of Options
Outstanding - Nov. 30, 2015	2,375,000
Exercisable - Nov. 30, 2015	958,334
Granted	0
Exercised or Vested	0
Cancelled or Expired	0
Outstanding - Feb. 29, 2016	2,375,000	2,375,000
Exercisable - Feb. 29, 2016	958,334	958,334
Weighted Average Exercise Price
Outstanding - Nov. 30, 2015	$ 1.15
Exercisable - Nov. 30, 2015	2
Outstanding - Feb. 29, 2016	1.15	$ 1.15
Exercisable - Feb. 29, 2016	$ 2	$ 2
Outstanding Contractual Life in Years	3 years 2 months 5 days	3 years 6 months
Exercisable Contractual Life in Years	3 years 2 months 5 days	3 years 4 months 24 days
Exercisable Intrinsic Value	$ 479,167	$ 354,583

WARRANTS AND OPTIONS (Details 1

WARRANTS AND OPTIONS (Details 1) - $ / shares	1 Months Ended	3 Months Ended
	Jan. 29, 2016	Feb. 29, 2016
Number Of Warrants [Roll Forward]
Outstanding - Nov. 30, 2015		0
Exercisable - Nov. 30, 2015		0
Granted	125,000	125,000
Exercised or Vested		0
Cancelled or Expired		0
Outstanding - Feb. 29, 2016		125,000
Class Of Warrant Or Right, Additional Information [Abstract]
Weighted Average Exercise Price		$ 1.35
Contractual Life in Years		2 years 11 months 1 day

WARRANTS AND OPTIONS (Detail te

WARRANTS AND OPTIONS (Detail textuals) - USD ($)	May. 05, 2014	Jan. 29, 2016	Feb. 29, 2016	Feb. 28, 2015	Nov. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted			0
Total outstanding stock options			2,375,000		2,375,000
Share-based Compensation			$ 81,303
Warrants granted		125,000	125,000
Amortization of debt discount			$ 121,995	$ 41,675
Unamortized debt discount			39,899		$ 0
Secured third party promissory note
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Notes Payable			250,000
Relative fair value recognized as debt discount			43,526
Amortization of debt discount			3,627
Unamortized debt discount			$ 39,899
Trident's 2013 Stock Plan | Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted	2,875,000
Stock options exercise period	5 years
Trident's 2013 Stock Plan | Stock options | Michael Browne
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted	1,125,000				625,000
Trident's 2013 Stock Plan | Stock options | Donald Macphee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted	300,000
Trident's 2013 Stock Plan | Stock options | Scott Chapman
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted	300,000
Trident's 2013 Stock Plan | Stock options | Mark Holcombe
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted	300,000
Trident's 2013 Stock Plan | Stock options | Peter Salvo
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted	150,000
Trident's 2013 Stock Plan | Stock options | Robert Campbell
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted	350,000
Trident's 2013 Stock Plan | Stock options | Karen Arsenault
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted	350,000
Trident's 2013 Stock Plan | Stock options | Shares vesting 12 months
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in dollars per share)	$ 0.75
Vesting period	12 months
Discount rate					0.90%
Volatility					68.35%
Term					3 years
Trident's 2013 Stock Plan | Stock options | Shares vesting 24 months
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in dollars per share)	$ 1
Vesting period	24 months
Discount rate					1.29%
Volatility					67.35%
Term					3 years 6 months
Trident's 2013 Stock Plan | Stock options | Shares vesting 36 months
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in dollars per share)	$ 1.50
Vesting period	36 months
Discount rate					1.29%
Volatility					68.50%
Term					4 years

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($)	3 Months Ended
	Feb. 29, 2016	Nov. 30, 2015
Related Party Transaction [Line Items]
Loan Payable - Related Party	$ 180,000	$ 180,000
Director
Related Party Transaction [Line Items]
Rent paid per month	$ 500
Continental Ingredients Canada, Inc.
Related Party Transaction [Line Items]
Loan Payable - Related Party		$ 180,000
Interest rate		8.00%
Proceeds from related party loan		$ 180,000

LOAN PAYABLE - THIRD PARTY (Det

LOAN PAYABLE - THIRD PARTY (Detail Textuals)	3 Months Ended
	Feb. 29, 2016USD ($)Loan	Feb. 28, 2015USD ($)
Short-term Debt [Line Items]
Short term loan	$ 250,000	$ 100,000
Accrued interest expense	$ 44,298
Number of promissory notes issued | Loan	3
Short Term Loan One
Short-term Debt [Line Items]
Short term loan	$ 200,000
Loan interest rate	8.00%
Accrued interest expense	$ 29,333
Short Term Loan Two
Short-term Debt [Line Items]
Short term loan	$ 100,000
Loan interest rate	8.00%
Accrued interest expense	$ 12,882
Short Term Loan Three
Short-term Debt [Line Items]
Short term loan	$ 250,000
Loan interest rate	10.00%
Accrued interest expense	$ 2,083

CONVERTIBLE NOTE (Detail Textua

CONVERTIBLE NOTE (Detail Textuals) - USD ($)	May. 14, 2015	Feb. 05, 2015	Jan. 29, 2015	Feb. 29, 2016	Feb. 28, 2015	Nov. 30, 2015
Debt Instrument [Line Items]
Funds received					$ 1,800,000
Amount of intrinsic value recognized as debt discount					507,042
Amortization of debt discount				$ 121,995	$ 41,675
Unamortized debt discount				39,899		$ 0
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
Interest rate			6.00%
Period of debt payment			12 months
Debt in default				1,800,000
Amount of intrinsic value recognized as debt discount			$ 647,887
Amortization of debt discount				118,368
Unamortized debt discount				28,861		147,230
Outstanding balance of convertible debt				$ 2,300,000		$ 2,300,000

INTANGIBLE ASSETS (Detail Textu

INTANGIBLE ASSETS (Detail Textuals) - USD ($)	Jan. 06, 2016	Jan. 22, 2015	Feb. 29, 2016
Finite-Lived Intangible Assets [Line Items]
Net value of the license			$ 2,655,000
Accumulated amortization of license			$ 45,000
Licensing Agreements | Emulsion Supply Agreement | Oceans Omega LLC
Finite-Lived Intangible Assets [Line Items]
Shares issued to mark closing of agreement	3,000,000
Market value of consideration payable	$ 2,700,000
Useful life of intangible asset		10 years

SUBSEQUENT EVENTS (Detail Textu

SUBSEQUENT EVENTS (Detail Textuals) - USD ($)	1 Months Ended	3 Months Ended
	Jan. 29, 2016	Feb. 29, 2016
Subsequent Event [Line Items]
Warrants granted	125,000	125,000
Exercise price of warrants		$ 1.35
Secured promissory note | Securities purchase agreement
Subsequent Event [Line Items]
Proceeds from issuance of secured debt		$ 200,000
Amount of promissory notes issued		$ 200,000
Term of debt instrument		12 months
Interest rate		10.00%
Warrants granted		100,000
Exercise price of warrants		$ 1.35