UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MAY 31, 2013
Commission file number 000-53707
TRIDENT BRANDS INCORPORATED
(Exact name of registrant as specified in its charter)
SANDFIELD VENTURES CORP.
(Former name of registrant)
Nevada
(State or other jurisdiction of incorporation or organization)
Third Floor, Olde Towne Marina
Sandyport, Nassau, Bahamas SP-63777
(Address of principal executive offices, including zip code)
888-593-0181
(Telephone number, including area code)
Resident Agents of Nevada
711 S. Carson Street, Suite 4
Carson City, NV 89701
(Name and Address of Agent for Service)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 7,000,000 shares as of July 15, 2013
ITEM 1. FINANCIAL STATEMENTS
The un-audited financial statements for the quarter ended May 31, 2013
immediately follow.
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TRIDENT BRANDS INCORPORATED
(f/k/a SANDFIELD VENTURES CORP.)
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
(unaudited) (audited)
As of As of
May 31, 2013 November 30, 2012
------------ -----------------
ASSETS
CURRENT ASSETS
Cash $ 310 $ 4,503
---------- ----------
TOTAL CURRENT ASSETS 310 4,503
---------- ----------
TOTAL ASSETS $ 310 $ 4,503
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 2,365 $ 4,800
Loan Payable - Related Party 30,873 5,000
---------- ----------
TOTAL CURRENT LIABILITIES 33,237 9,800
---------- ----------
TOTAL LIABILITIES 33,237 9,800
---------- ----------
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 7,000,000 shares issued and outstanding
as of May 31, 2013 and November 30, 2012 7,000 7,000
Additional paid-in capital 68,000 68,000
Deficit accumulated during exploration stage (107,927) (80,297)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (32,927) (5,297)
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 310 $ 4,503
========== ==========
See Notes to Financial Statements
3
TRIDENT BRANDS INCORPORATED
(f/k/a SANDFIELD VENTURES CORP.)
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
November 5, 2007
Three Months Three Months Six Months Six Months (inception)
Ended Ended Ended Ended through
May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012 May 31, 2013
------------ ------------ ------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES -- -- -- -- --
Professional Fees 3,745 1,600 6,745 4,600 44,245
Mineral Expenditures -- -- -- -- 24,540
General & Administrative Expenses 20,742 1,925 20,885 2,505 39,942
Rent - Related Party -- 1,500 -- 3,000 19,200
Interest Expense -- 352 -- 700 1,281
---------- ---------- ---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES (24,487) (5,377) (27,630) (10,805) (129,208)
OTHER INCOME (EXPENSES)
Other Income
Gain on Note Payable Forgiveness -- -- -- -- 21,281
---------- ---------- ---------- ---------- ----------
TOTAL OTHER INCOME (EXPENSES) -- -- -- -- 21,281
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (24,487) $ (5,377) $ (27,630) $ (10,805) $ (107,927)
========== ========== ========== ========== ==========
BASIC EARNING (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 7,000,000 7,000,000 7,000,000 7,000,000
========== ========== ========== ==========
See Notes to Financial Statements
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TRIDENT BRANDS INCORPORATED
(f/k/a SANDFIELD VENTURES CORP.)
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
November 5, 2007
Six Months Six Months (inception)
Ended Ended through
May 31, 2013 May 31, 2012 May 31, 2013
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (27,630) $ (10,805) $ (107,927)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Pre-paid Rent -- 3,000 --
Accounts Payable and Accrued Liabilities (2,435) 5,240 2,365
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (30,065) (2,565) (105,562)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable - Related Party 25,873 -- 30,873
Issuance of common stock -- -- 75,000
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 25,873 -- 105,873
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH (4,193) (2,565) 310
CASH AT BEGINNING OF PERIOD 4,503 3,597 --
---------- ---------- ----------
CASH AT END OF PERIOD $ 310 $ 1,033 $ 310
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
========== ========== ==========
Income Taxes $ -- $ -- $ --
========== ========== ==========
See Notes to Financial Statements
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TRIDENT BRANDS INCORPORATED
(f/k/a SANDFIELD VENTURES CORP.)
(An Exploration Stage Company)
Notes to Financial Statements
May 31, 2013
--------------------------------------------------------------------------------
NOTE 1. 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 2012 as reported in the
Form 10-K have been omitted.
NOTE 2. GOING CONCERN
As of May 31, 2013, Trident has not generated revenues and has accumulated
losses since inception. The continuation of Trident as a going concern is
dependent upon the continued financial support from its shareholders, its
ability to obtain necessary equity financing to continue operations, and the
attainment of profitable operations. These factors raise substantial doubt
regarding Trident's ability to continue as a going concern.
NOTE 3. LOAN PAYABLE - RELATED PARTY
As of May 31, 2013, there is a loan payable due to Mark Holcombe, sole officer
and director of the Company, for $30,873 that is non-interest bearing with no
specific repayment terms.
NOTE 4. SUBSEQUENT EVENTS
Effective July 8, 2013 the Company changed its name from Sandfield Ventures
Corp. to Trident Brands Incorporated.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing and actual results may differ materially from historical
results or our predictions of future results.
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $24,487 and $5,377 for the three months ended
May 31, 2013 and 2012, respectively. These expenses consisted of general
operating expenses, rent and professional fees incurred in connection with the
day to day operation of our business and the preparation and filing of our
required reports with the U.S. Securities and Exchange Commission.
Our net loss from inception (November 5, 2007) through May 31, 2013 was
$107,927.
We have sold $75,000 in equity securities to date. We sold $15,000 in equity
securities to our officer and director and $60,000 to independent investors.
The following table provides selected financial data about our company for the
quarter ended May 31, 2013.
Balance Sheet Data: 5/31/13
------------------- -------
Cash $ 310
Total assets $ 310
Total liabilities $ 33,237
Shareholders' equity $(32,927)
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at May 31, 2013 was $310 with $33,237 in outstanding
liabilities. Management believes the current funds available to the company will
not be sufficient to fund our operations for the next twelve months. Total
expenditures over the next 12 months are expected to be approximately $20,000.
Our director has verbally agreed to loan the company funds for operating
expenses in a limited scenario, but he has no legal obligation to do so. We are
an exploration stage company and have generated no revenue to date.
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PLAN OF OPERATION
Phase 1 of the exploration program on the claims held by the company was
completed in April 2008. We received the results from the geologist and he
recommended that a fill-in sampling (Phase 1A) take place before the Phase 2
work was considered. This program entailed sampling about the anomalous,
coincident concentrations of samples from Phase 1. The program required taking a
similar number of samples as taken in Phase 1, but in a more detailed fashion
about the anomalies. The cost for this program was $10,500. The fieldwork was
completed and we received the results.
Based upon the geologist's recommendations we have abandoned further exploration
on the property. We are currently searching for another property on which we
will carry out a new exploration program.
Our plan of operation for the next twelve months is to secure another property
on which we will carry out a new exploration program. Total expenditures over
the next 12 months are expected to be approximately $20,000.
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.
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 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.
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CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended May 31, 2013 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On June 12, 2013, our board of directors approved an agreement and plan of
merger to merge with our wholly-owned subsidiary Trident Brands Incorporated, a
Nevada corporation, to effect a name change from Sandfield Ventures Corp. to
Trident Brands Incorporated. Our company remains the surviving company. Trident
Brands Incorporated was formed solely for the change of name.
Articles of Merger to effect the merger and change of name were filed with the
Nevada Secretary of State on June 21, 2013, with an effective date of July 8,
2013.
These amendments have been reviewed by the Financial Industry Regulatory
Authority ("FINRA") and have been approved for filing with an effective date of
July 8, 2013.
The forward split and name change became effective with the Over-the-Counter
Bulletin Board at the opening of trading on July 8, 2013 under the symbol
"TDNT".
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31 Sec. 302 Certification of Principal Executive & Financial Officer
32 Sec. 906 Certification of Principal Executive & Financial Officer
101 Interactive data files pursuant to Rule 405 of Regulation S-T.
----------
* 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.
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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.
July 15, 2013 Trident Brands Incorporated
/s/ Mark Holcombe
---------------------------------------------------
By: Mark Holcombe
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, President, Secretary,
Treasurer & Sole Director)
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