Trident Brands (TDNT) 10-Q 14 Oct 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Aug. 31, 2016	Oct. 14, 2016
Document And Entity Information
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	Aug. 31, 2016
Amendment Flag	false
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Aug. 31, 2016	Nov. 30, 2015
Current Assets
Cash	$ 4,484	$ 187,886
Accounts Receivable	138,763
Inventory	307,898	145,480
Prepaid	55,241	55,887
Total Current Assets	506,386	389,253
Intangible Assets - Licenses, net	2,500,000
TOTAL ASSETS	3,006,386	389,253
Current Liabilities
Accounts Payable	964,818	184,680
Accrued Liability	577,647	181,024
Loan Payable - Related Party, net of discount $17,626 and $0, respectively	362,374	180,000
Loan Payable - Third Party, net of discount $18,135 and $0, respectively	531,865	300,000
Convertible Debt, net of discount $0 and $147,230, respectively		2,152,770
Total Current Liabilities	2,436,704	2,998,474
Convertible Debt, net of discount $0	2,300,000
Total Liabilities	4,736,704	2,998,474
Stockholders' Deficit
Common stock, ($0.001 par value, 300,000,000 shares authorized; 31,000,000 shares issued and outstanding as of August 31 2016 and 28,000,000 as of November 30, 2015	31,000	28,000
Additional paid-in capital	4,054,881	1,177,540
Non-Controlling Interest in Subsidiary	(25,274)	(14,643)
Accumulated Deficit	(5,790,925)	(3,800,118)
Total Stockholders' Deficit	(1,730,318)	(2,609,221)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$ 3,006,386	$ 389,253

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - USD ($)	Aug. 31, 2016	Nov. 30, 2015
Statement of Financial Position [Abstract]
Discount on Loan Payable - Related Party	$ 17,626	$ 0
Discount on Loan Payable - Third Party	18,135	0
Discount on Convertible Debt current	0	147,230
Discount on Convertible Debt noncurrent	$ 0	$ 0
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 Statements of Oper

Consolidated Statements of Operations (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Consolidated Statement of Operations (unaudited)
Revenues	$ 17,028	$ 9,915	$ 241,053	$ 11,555
Cost of Sales	9,388	5,729	135,364	6,267
Gross Profit	7,640	4,186	105,689	5,288
General & Administrative Expenses	(422,072)	(462,214)	(1,522,060)	(1,282,750)
Other Income (Expenses)
Royalty Fees	(80,587)	(58,778)	(233,714)	(166,699)
Interest Expense	(79,269)	(205,077)	(351,353)	(461,417)
Total Other Income (Expenses)	(159,856)	(263,855)	(585,067)	(628,116)
Net Loss	(574,288)	(721,883)	(2,001,438)	(1,905,578)
Net loss attributable to Trident	(566,582)	$ (721,883)	(1,990,807)	$ (1,905,578)
Net loss attributable to Non-Controlling Interests	$ (7,706)		$ (10,631)
Basic earning (loss) per share (in dollars per share)	$ (0.02)	$ (0.03)	$ (0.07)	$ (0.07)
Weighted average number of common shares outstanding (in shares)	31,000,000	28,000,000	30,596,364	28,000,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (unaudited) - USD ($)	9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,001,438)	$ (1,905,578)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt issuance cost		34,250
Amortization of debt discount	190,245	339,225
Amortization of license	200,000
Compensation-Options	101,565
Changes in operating assets and liabilities:
Accounts Receivable	(138,763)
Prepaid expenses	646	(71,219)
Inventory	(162,418)	(233,727)
Accounts payable and accrued liabilities	1,176,761	79,628
Cash used in operating activities	(633,402)	(1,757,421)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on loan payable - related party		(140,070)
Proceeds on loan payable - related party	200,000	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		2,300,000
Cash provided by financing activities	450,000	2,211,930
Net change in cash	(183,402)	454,509
Cash at beginning of period	187,886	352
Cash at end of period	4,484	454,861
NON-CASH TRANSACTIONS
Beneficial conversion features		647,887
Common stock issued for asset acquisition	2,700,000
Relative fair value of warrants recorded as debt discount	78,776
Cash paid for:
Income taxes
Interest		$ 34,250

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	Aug. 31, 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.) (“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 consumer brands 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 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	9 Months Ended
	Aug. 31, 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 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 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 on Form 10-K have been omitted.

GOING CONCERN

GOING CONCERN	9 Months Ended
	Aug. 31, 2016
Going Concern [Abstract]
GOING CONCERN	NOTE 3. GOING CONCERN The accompanying financial statements are presented on a going concern basis. The Company has had minimal revenues during the period from November 5, 2007 (date of inception) to August 31, 2016 and has a working capital deficit as of August 31, 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 $4,484 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 and as detailed in note 9 entered into a securities purchase agreement on September 26, 2016 for proceeds of $4,100,000. The proceeds of this financing are to be used for general working capital purposes, including without limitation, settlement of accounts payable and repayment of mature debt.

WARRANTS AND OPTIONS

WARRANTS AND OPTIONS	9 Months Ended
	Aug. 31, 2016
Warrants And Options [Abstract]
WARRANTS AND OPTIONS	NOTE 4. WARRANTS AND OPTIONS On May 1, 2016, 100,000 stock options were granted to Steve Bromley, a Special Advisor to the Company and Chair of our Advisory Committee, with 50,000 of the options exercisable at a price of $1.25 per share, vesting May 1, 2017 and the remaining 50,000 options exercisable at a price of $1.50 per share, vesting May 1, 2018. All 100,000 options expire on May 1, 2021. On June 1, 2016 the Company issued to Mr. Bromley an additional 200,000 stock options under the 2013 Stock Option Plan, with 100,000 of the options exercisable at a price of $1.25 per share, vesting June 1, 2017 and the remaining 100,000 options exercisable at a price of $1.50 per share, vesting June 1, 2018. All 200,000 options expire on June 1, 2021. The total outstanding stock options as of August 31, 2016 are 2,675,000. The Company uses the Black-Scholes model to value the stock options. Following are the assumptions used for the shares vested 12 and 24 months from the date of issuance: Discount rate .9% and 1.29%; Volatility 76.64% and 82.45%; and Term 2.7 and 3.2 . During the nine months ended August 31, 2016, $101,565 was recognized as options expense. The following table represents stock option activity for the period ended August 31, 2016: 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 -300,000- $0.73 5.0 Exercised or Vested -0- Cancelled or Expired -0- Outstanding – Aug. 31, 2016 2,675,000 $.92 2.91 Exercisable – Aug. 31, 2016 1,666,667 $1.17 2.68 $-0- 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 August 31, 2016, $25,391 of the debt discount is amortized and the unamortized discount is $18,135. On March 4, 2016, the Company issued 100,000 warrants to purchase common shares of the Company along with the $200,000 secured related party promissory note. The relative fair value is $35,250 which is recognized as debt discount. As of August 31, 2016, $17,624 of the debt discount is amortized and the unamortized discount is $17,626. The exercise price of both warrants is $1.35 with a term of 3 years and these 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, 2016: Number of Warrants Weighted Average Exercise Price Contractual Life in Years Intrinsic Value Outstanding - Nov. 30, 2015 -0- Exercisable - Nov. 30, 2015 -0- Granted 225,000 $1.35 3.01 Exercised or Vested -0- Cancelled or Expired -0- Outstanding – August 31, 2016 225,000 $1.35 2.46

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Aug. 31, 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. (“CIC” ) of which the Company’s CEO owned a 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 August 31, 2016, the full amount of the loan was outstanding and was subsequently repaid on September 27, 2016. On February 29, 2016, the Company entered into a Securities Purchase Agreement with CIC whereby The Company received proceeds of $200,000 on March 4, 2016 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. As of August 31, 2016, the full amount of the loan is outstanding. See note 4 for valuation of warrants. During the year, the Company purchased inventory from Continental Ingredients Canada, Inc. The total amount of inventory purchased was $316,086. On September 1, 2016 CIC was sold to an unrelated third party and as a result the Company’s CEO no longer owns a significant interest.

LOAN PAYABLE - THIRD PARTY

LOAN PAYABLE - THIRD PARTY	9 Months Ended
	Aug. 31, 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. As of August 31, 2016, the full amounts of the loans were outstanding and the accrued interest expense was $69,170 ($37,436, $16,942 and $15,000 respectively). The loans for $200,000 and $250,000 were subsequently repaid on September 29, 2016 and the loan for $100,000 was subsequently repaid on October 4, 2016.

CONVERTIBLE DEBT

CONVERTIBLE DEBT	9 Months Ended
	Aug. 31, 2016
Convertible Note [Abstract]
CONVERTIBLE DEBT	NOTE 7. CONVERTIBLE 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 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. As detailed in note 9, 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. Due to the note being convertible to the Company’s common shares, a beneficial conversion features analysis was performed. The intrinsic value of the conversion feature was $647,887 which was recognized as debt discount. During the nine months ended August 31, 2016, $147,230 of debt discount was amortized and the unamortized discount is $0. As of August 31, 2016 and November 30, 2015, the outstanding balance of the convertible debt is $2,300,000 and $2,152,770, net of discount of $0 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	9 Months Ended
	Aug. 31, 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 for 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 being amortized over the remaining contractual life which is 9 years. As of August 31, 2016, the net value of the license was $2,500,000 after amortizing $200,000.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Aug. 31, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS 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. The parties have agreed to negotiate in good faith to pre-approve use of funds with 120 days following September 26, 2016. The Company intends 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, the Company will issue to 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 whole or in part at the option of the holder into common shares of the Company at a price per share equal to a 25% discount to the 10 day average closing price of the Company’s common stock for the period immediately preceding the issuance of the applicable note. As additional consideration to the investor for entering into the securities purchase agreement, the Company concurrently entered into an amendment agreement pursuant to which certain features of convertible promissory notes previously purchased by the investor in the original principal amounts of US$1,800,000 and US$500,000, on January 29, 2015 and May 14, 2015, respectively, were amended. The amendments raise the applicable interest rate from 6% to 8% per annum, and 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.

SUMMARY OF SIGNIFICANT ACCOUN15

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Aug. 31, 2016
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim financial statements of 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 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 on Form 10-K have been omitted.

WARRANTS AND OPTIONS (Tables)

WARRANTS AND OPTIONS (Tables)	9 Months Ended
	Aug. 31, 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 -300,000- $0.73 5.0 Exercised or Vested -0- Cancelled or Expired -0- Outstanding – Aug. 31, 2016 2,675,000 $.92 2.91 Exercisable – Aug. 31, 2016 1,666,667 $1.17 2.68 $-0-
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 225,000 $1.35 3.01 Exercised or Vested -0- Cancelled or Expired -0- Outstanding – August 31, 2016 225,000 $1.35 2.46

GOING CONCERN (Detail Textuals)

GOING CONCERN (Detail Textuals) - USD ($)	Sep. 26, 2016	Aug. 31, 2016	Nov. 30, 2015	Aug. 31, 2015	Jan. 29, 2015	Nov. 30, 2014
Debt Instrument [Line Items]
Cash		$ 4,484	$ 187,886	$ 454,861		$ 352
Secured convertible promissory note | Securities purchase agreement
Debt Instrument [Line Items]
Promissory note amount					$ 2,300,000
Subsequent event | Secured convertible promissory note | Securities purchase agreement
Debt Instrument [Line Items]
Promissory note amount	$ 4,100,000

WARRANTS AND OPTIONS (Details)

WARRANTS AND OPTIONS (Details) - USD ($)	9 Months Ended	12 Months Ended
	Aug. 31, 2016	Nov. 30, 2015
Number of Options
Outstanding - Nov. 30, 2015	2,375,000
Exercisable - Nov. 30, 2015	958,334
Granted	300,000
Exercised or Vested	0
Cancelled or Expired	0
Outstanding - Aug. 31, 2016	2,675,000	2,375,000
Exercisable - Aug. 31, 2016	1,666,667	958,334
Weighted Average Exercise Price
Outstanding - Nov. 30, 2015	$ 1.15
Exercisable - Nov. 30, 2015	2
Granted	0.73
Outstanding - Aug. 31, 2016	0.92	$ 1.15
Exercisable - Aug. 31, 2016	$ 1.17	$ 2
Granted Contractual Life in Years	5 years
Outstanding Contractual Life in Years	2 years 10 months 28 days	3 years 6 months
Exercisable Contractual Life in Years	2 years 8 months 5 days	3 years 4 months 24 days
Exercisable Intrinsic Value	$ 0	$ 354,583

WARRANTS AND OPTIONS (Details 1

WARRANTS AND OPTIONS (Details 1)	9 Months Ended
	Aug. 31, 2016$ / sharesshares
Number Of Warrants
Outstanding - Nov. 30, 2015	0
Exercisable - Nov. 30, 2015	0
Granted	225,000
Exercised or Vested	0
Cancelled or Expired	0
Outstanding - August 31, 2016	225,000
Class Of Warrant Or Right, Additional Information
Granted Weighted Average Exercise Price | $ / shares	$ 1.35
Outstanding Weighted Average Exercise Price | $ / shares	$ 1.35
Granted Contractual Life in Years	3 years 4 days
Outstanding Contractual Life in Years	2 years 5 months 16 days

WARRANTS AND OPTIONS (Detail Te

WARRANTS AND OPTIONS (Detail Textuals) - USD ($)	1 Months Ended		9 Months Ended
	Jun. 01, 2016	May 01, 2016	Aug. 31, 2016	Nov. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted			300,000
Number of stock options excercisable			1,666,667	958,334
Excercise price			$ 0.73
Total outstanding stock options			2,675,000	2,375,000
Share based compensation expenses			$ 101,565
Shares vesting 12 months
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value assumption model used			Black-Scholes model
Fair value assumption discount rate			0.90%
Fair value assumption volatility rate			76.64%
Fair value assumption term			2 years 8 months 12 days
Shares vesting 24 months
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value assumption model used			Black-Scholes model
Fair value assumption discount rate			1.29%
Fair value assumption volatility rate			82.45%
Fair value assumption term			3 years 2 months 12 days
Steve Bromley
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted		100,000
Stock option expiration period		May 1, 2021
Steve Bromley | 2013 Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted	200,000
Stock option expiration period	Jun. 1, 2021
Steve Bromley | Shares vesting 12 months
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options excercisable		50,000
Excercise price		$ 1.25
Steve Bromley | Shares vesting 12 months | 2013 Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options excercisable	100,000
Excercise price	$ 1.25
Steve Bromley | Shares vesting 24 months
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options excercisable		50,000
Excercise price		$ 1.50
Steve Bromley | Shares vesting 24 months | 2013 Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options excercisable	100,000
Excercise price	$ 1.50

WARRANTS AND OPTIONS (Detail 21

WARRANTS AND OPTIONS (Detail Textuals 1) - USD ($)	Mar. 04, 2016	Jan. 29, 2016	Aug. 31, 2016	Aug. 31, 2015
Debt Instrument [Line Items]
Number of shares called by warrants	100,000	125,000
Amortization of debt discount			$ 190,245	$ 339,225
Weighted average exercise price			$ 1.35
Warrants
Debt Instrument [Line Items]
Weighted average exercise price	$ 1.35	$ 1.35	$ 1.35
Fair value assumption term	3 years	3 years
Fair value assumption model used	Black-Scholes model	Black-Scholes model
Fair value assumption discount rate	0.90%	0.90%
Fair value assumption volatility rate	77.30%	76.25%
Secured third party promissory note
Debt Instrument [Line Items]
Promissory note amount		$ 250,000
Relative fair value recognized as debt discount		$ 43,526
Amortization of debt discount			$ 25,391
Unamortized debt discount			18,135
Secured related party promissory note
Debt Instrument [Line Items]
Promissory note amount	$ 200,000
Relative fair value recognized as debt discount	$ 35,250
Amortization of debt discount			17,624
Unamortized debt discount			$ 17,626

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($)	Mar. 04, 2016	Feb. 29, 2016	Aug. 31, 2016	Aug. 31, 2015	Jan. 29, 2016	Nov. 30, 2015	Jan. 29, 2015
Related Party Transaction [Line Items]
Proceeds from notes payable			$ 200,000	$ 75,000
Loan payable - related party			$ 362,374			$ 180,000
Number of shares called by warrants	100,000				125,000
Weighted average exercise price			$ 1.35
Secured convertible promissory note
Related Party Transaction [Line Items]
Promissory note interest rate	10.00%
Secured promissory note	$ 200,000
Number of shares called by warrants	100,000
Weighted average exercise price	$ 1.35
Warrant term	3 years
Securities purchase agreement
Related Party Transaction [Line Items]
Proceeds from notes payable		$ 200,000
Securities purchase agreement | Secured convertible promissory note
Related Party Transaction [Line Items]
Promissory note interest rate							6.00%
Director
Related Party Transaction [Line Items]
Payments for rent			$ 500
Continental Ingredients Canada Inc
Related Party Transaction [Line Items]
Loan payable - related party						$ 180,000
Promissory note interest rate						8.00%
Amount of inventory purchased			$ 316,086

LOAN PAYABLE - THIRD PARTY (Det

LOAN PAYABLE - THIRD PARTY (Detail Textuals)	Oct. 04, 2016USD ($)	Sep. 29, 2016USD ($)	Aug. 31, 2016USD ($)Loan	Aug. 31, 2015USD ($)
Short-term Debt [Line Items]
Short term loan			$ 250,000	$ 100,000
Accrued interest expense			$ 69,170
Number of short term loans | Loan			3
Short term loan one
Short-term Debt [Line Items]
Short term loan			$ 200,000
Loan interest rate			8.00%
Accrued interest expense			$ 37,436
Short term loan two
Short-term Debt [Line Items]
Short term loan			$ 100,000
Loan interest rate			8.00%
Accrued interest expense			$ 16,942
Short term loan three
Short-term Debt [Line Items]
Short term loan			$ 250,000
Loan interest rate			10.00%
Accrued interest expense			$ 15,000
Subsequent event | Short term loan one
Short-term Debt [Line Items]
Repayments of debt		$ 200,000
Subsequent event | Short term loan two
Short-term Debt [Line Items]
Repayments of debt	$ 100,000
Subsequent event | Short term loan three
Short-term Debt [Line Items]
Repayments of debt		$ 250,000

CONVERTIBLE DEBT (Detail Textua

CONVERTIBLE DEBT (Detail Textuals) - USD ($)	May 14, 2015	Feb. 05, 2015	Sep. 26, 2016	Jan. 29, 2015	Aug. 31, 2016	Aug. 31, 2015	Nov. 30, 2015
Debt Instrument [Line Items]
Proceeds from convertible promissory notes						$ 2,300,000
Outstanding balance of convertible debt, current							$ 2,152,770
Outstanding balance of convertible debt, noncurrent					$ 2,300,000
Discount on convertible debt					0		$ 147,230
Amount of intrinsic value recognized as debt discount						647,887
Amortization of debt discount					190,245	$ 339,225
Senior secured convertible debenture | Securities purchase agreement
Debt Instrument [Line Items]
Principal amount of debt				$ 2,300,000
Proceeds from convertible promissory notes	$ 500,000	$ 1,800,000
Initial conversion price				$ 0.71
Common stock conversion, shares				3,239,437
Interest rate				6.00%
Amount of intrinsic value recognized as debt discount					647,887
Amortization of debt discount					147,230
Unamortized debt discount					$ 0
Subsequent event | Senior secured convertible debenture | Securities purchase agreement
Debt Instrument [Line Items]
Interest rate			8.00%
Debt instrument, maturity date			Sep. 30, 2019

INTANGIBLE ASSETS (Detail Textu

INTANGIBLE ASSETS (Detail Textuals) - USD ($)	Jan. 06, 2016	Aug. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible asset		9 years
Net value of the license		$ 2,500,000
Accumulated amortization of license		$ 200,000
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

SUBSEQUENT EVENTS (Detail Textu

SUBSEQUENT EVENTS (Detail Textuals) - USD ($)	May 14, 2015	Sep. 26, 2016	Feb. 29, 2016	Jan. 29, 2015	Aug. 31, 2016	Aug. 31, 2015	Mar. 04, 2016
Subsequent Event [Line Items]
Proceeds from promissory note					$ 200,000	$ 75,000
Proceeds from convertible promissory notes						$ 2,300,000
Securities purchase agreement
Subsequent Event [Line Items]
Proceeds from promissory note			$ 200,000
Secured convertible promissory note
Subsequent Event [Line Items]
Promissory note interest rate							10.00%
Secured convertible promissory note | Securities purchase agreement
Subsequent Event [Line Items]
Promissory note amount				$ 2,300,000
Promissory note interest rate				6.00%
Proceeds from convertible promissory notes	$ 500,000			$ 1,800,000
Subsequent event | Secured convertible promissory note | Securities purchase agreement
Subsequent Event [Line Items]
Proceeds from promissory note		$ 4,100,000
Promissory note amount		4,100,000
Additional funding amount		5,900,000
Aggregate amount of promissory note		$ 10,000,000
Promissory note maturity period		3 years
Promissory note interest rate		8.00%
Discount rate		25.00%
Number of days average closing price		10 days