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 AUGUST 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: 28,000,000 shares as of October 15,
2013
ITEM 1. FINANCIAL STATEMENTS
The un-audited financial statements for the quarter ended August 31, 2013
immediately follow.
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TRIDENT BRANDS INCORPORATED
(f/k/a SANDFIELD VENTURES CORP.)
(A Development Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
(unaudited) (audited)
As of As of
August 31, November 30,
2013 2012
---------- ----------
ASSETS
CURRENT ASSETS
Cash $ 220 $ 4,503
---------- ----------
TOTAL CURRENT ASSETS 220 4,503
---------- ----------
TOTAL ASSETS $ 220 $ 4,503
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payble $ 12,146 $ 4,800
Loan Payable - Related Party 34,016 5,000
---------- ----------
TOTAL CURRENT LIABILITIES 46,161 9,800
---------- ----------
TOTAL LIABILITIES 46,161 9,800
---------- ----------
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 300,000,000 shares
authorized; 28,000,000 shares issued and outstanding
as of August 31, 2013 and November 30, 2012 28,000 28,000
Additional paid-in capital 47,000 47,000
Deficit accumulated during development stage (120,941) (80,297)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (45,941) (5,297)
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 220 $ 4,503
========== ==========
See Notes to Financial Statements
3
TRIDENT BRANDS INCORPORATED
(f/k/a SANDFIELD VENTURES CORP.)
(A Development Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
November 5, 2007
Three Months Three Months Nine Months Nine Months (inception)
Ended Ended Ended Ended through
August 31, August 31, August 31, August 31, August 31,
2013 2012 2013 2012 2013
------------ ------------ ------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
TOTAL REVENUES -- -- -- -- --
Professional Fees 9,941 1,600 16,685 6,200 54,185
Mineral Expenditures -- -- -- -- 24,540
General & Administrative Expenses 3,074 3,073 23,959 9,278 63,497
------------ ------------ ------------ ------------ ------------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 13,014 4,673 40,644 15,478 142,222
------------ ------------ ------------ ------------ ------------
OTHER INCOME (EXPENSES)
Gain on Note Payable Forgiveness -- 21,281 -- 21,281 21,281
------------ ------------ ------------ ------------ ------------
Total Other Income (Expenses) -- 21,281 -- 21,281 21,281
------------ ------------ ------------ ------------ ------------
Net Income (Loss) $ (13,014) $ 16,608 $ (40,644) $ 5,804 $ (120,941)
============ ============ ============ ============ ============
Basic earning (loss) per share $ (0.00) $ 0.00 $ (0.00) $ 0.00
============ ============ ============ ============
Weighted average number of
common shares outstanding 28,000,000 28,000,000 28,000,000 28,000,000
============ ============ ============ ============
See Notes to Financial Statements
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TRIDENT BRANDS INCORPORATED
(f/k/a SANDFIELD VENTURES CORP.)
(A Development Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
November 5, 2007
Nine Months Nine Months (inception)
Ended Ended through
August 31, August 31, August 31,
2013 2012 2013
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (40,644) $ 5,804 $ (120,941)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Deposits -- 5,000 --
Prepaid Rent -- 4,500 --
Accounts Payable 7,346 1,580 12,146
Loan Payable - Related Party 29,016 (20,000) 34,016
Accrued Liabilities -- (348) --
---------- ---------- ----------
Net cash provided by (used in) operating activities (4,283) (3,465) (74,780)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- -- 75,000
---------- ---------- ----------
Net cash provided by (used in) financing activities -- -- 75,000
---------- ---------- ----------
Net increase (decrease) in cash (4,283) (3,465) 220
Cash at beginning of period 4,503 3,597 --
---------- ---------- ----------
Cash at end of period $ 220 $ 133 $ 220
========== ========== ==========
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
August 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 August 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 August 31, 2013, there is a loan payable due to Mark Holcombe, sole
officer and director of the Company, for $34,016 that is non-interest bearing
with no specific repayment terms.
NOTE 4. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. Starting
August 1, 2013 the Company is paying a director $500 per month for use of office
space and services.
NOTE 5. STOCK TRANSACTIONS
Effective July 30, 2013, our company filed a Certificate of Change with the
Nevada Secretary of State to give effect to a forward split of our authorized,
issued and outstanding shares of common stock on a four (4) new for one (1) old
basis and, consequently, our authorized share capital shall increase from
75,000,000 to 300,000,000 common shares and our issued and outstanding common
stock shall increase from 7,000,000 to 28,000,000 shares, all with a par value
of $0.001.
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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.
GENERAL
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".
Effective July 30, 2013, our company filed a Certificate of Change with the
Nevada Secretary of State to give effect to a forward split of our authorized,
issued and outstanding shares of common stock on a four (4) new for one (1) old
basis and, consequently, our authorized share capital shall increase from
75,000,000 to 300,000,000 common shares and our issued and outstanding common
stock shall increase from 7,000,000 to 28,000,000 shares, all with a par value
of $0.001.
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $13,014 and $4,673 for the three months ended
August 31, 2013 and 2012, respectively. We incurred operating expenses of
$40,544 and $15,478 for the nine months ended August 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.
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Our net loss from inception (November 5, 2007) through August 31, 2013 was
$120,941.
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 August 31, 2013.
Balance Sheet Data: 8/31/13
------------------- -------
Cash $ 220
Total assets $ 220
Total liabilities $ 46,161
Shareholders' equity $(45,941)
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at August 31, 2013 was $220 with $46,161 in outstanding
liabilities. Of the liabilities there is a $34,016 note payable to our director
for funds he has loaned the Company. 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.
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.
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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.
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 August 31, 2013 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
PART II. OTHER INFORMATION
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.
October 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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