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, 2015
Commission file number 000-53707
TRIDENT BRANDS INCORPORATED
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
200 South Executive Drive, Suite 101
Brookfield, WI 53005
(Address of principal executive offices, including zip code)
(262)789-6689
(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 [ ] NO [X]
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,
2015
ITEM 1. FINANCIAL STATEMENTS
The un-audited financial statements for the quarter ended August 31, 2015
immediately follow.
2
TRIDENT BRANDS INCORPORATED
(f/k/a SANDFIELD VENTURES CORP.)
Balance Sheets (unaudited)
--------------------------------------------------------------------------------
As of As of
August 31, November 30,
2015 2014
------------ ------------
ASSETS
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
============ ============
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
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
============ ============
See Notes to unaudited Financial Statements
3
TRIDENT BRANDS INCORPORATED
(f/k/a SANDFIELD VENTURES CORP.)
Statement of Operations (unaudited)
--------------------------------------------------------------------------------
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
August 31, August 31, August 31, August 31,
2015 2014 2015 2014
------------ ------------ ------------ ------------
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 $ (0.03) $ (0.01) $ (0.07) $ (0.01)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 28,000,000 28,000,000 28,000,000 28,000,000
============ ============ ============ ============
See Notes to unaudited Financial Statements
4
TRIDENT BRANDS INCORPORATED
(f/k/a SANDFIELD VENTURES CORP.)
Statement of Cash Flows (unaudited)
--------------------------------------------------------------------------------
Nine Months Nine Months
Ended Ended
August 31, August 31,
2015 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 $ --
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE NINE MONTHS ENDED AUGUST 31:
Income taxes $ -- $ --
============ ============
Interest $ 34,250 $ --
============ ============
See Notes to unaudited Financial Statements
5
TRIDENT BRANDS INCORPORATED
(f/k/a SANDFIELD VENTURES CORP.)
Notes to Unaudited Financial Statements
August 31, 2015
--------------------------------------------------------------------------------
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.
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.
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
6
TRIDENT BRANDS INCORPORATED
(f/k/a SANDFIELD VENTURES CORP.)
Notes to Unaudited Financial Statements
August 31, 2015
--------------------------------------------------------------------------------
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.
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.
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.
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
7
TRIDENT BRANDS INCORPORATED
(f/k/a SANDFIELD VENTURES CORP.)
Notes to Unaudited Financial Statements
August 31, 2015
--------------------------------------------------------------------------------
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.
8
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.
OUR CORPORATE HISTORY AND BACKGROUND
Sandfield Ventures Corp. was incorporated in the state of Nevada in 2007. Its
primary business was resource exploration in that state. Management of our
company decided to take on a new direction for the business. The new strategy is
to focus on consumer goods - primarily branded nutrition products and
ingredients. On June 12, 2013 the Board of Directors approved an agreement and
plan of merger with a wholly-owned subsidiary called Trident Brands
Incorporated. At that point it affected the name change from Sandfield Ventures
Corp. to Trident Brands Incorporated. Our administrative office is located at
200 South Executive Drive, Suite 101, Brookfield, Wisconsin, 53005. Our fiscal
year end is November 30.
The Company is in the early growth stage at product introduction phase and has
transitioned out of their shell status with the Super-8 filing in August, 2014.
The Company's activities to date have been limited to capital formation,
organization, development of its business plan and development of their products
for sale. Everlast Lean, Everlast Burn, Everlast VP Vegan Protein and Everlast
Fuel are now available for sale and the next few quarters should see a ramp-up
in sales revenue. Our independent auditor has issued an audit opinion which
includes a statement expressing substantial doubt as to our ability to continue
as a going concern.
We have a total of 300,000,000 authorized common shares with a par value of
$0.001 per share and 28,000,000 common shares issued and outstanding as of
August 31, 2015.
On August 1, 2013, our directors approved the adoption of a 2013 Stock Option
Plan which permits us to issue up to 4,200,000 shares of its common stock to
directors, officers, employees and consultants of our company upon the exercise
of stock options granted under the 2013 Stock Option Plan.
On December 23, 2013, we entered in to an agreement with Everlast World's Boxing
Headquarters Corp., International Brand Management & Licensing. Through this
agreement, we received a 15 year license to market and sell products in the
nutritional foods and supplements category under the Everlast(R) brand.
Trident's licensing agreement enables it to introduce a portfolio of nutritional
products in categories such as supplements and functional foods using this brand
mark.
Effective March 21, 2014, we appointed the following individuals as officers and
directors:
9
* Donald MacPhee was appointed to our Board of Directors, Chairman of
the Audit Committee and as a member of the Corporate Governance
Committee.
* Scott Chapman was appointed to our Board of Directors, Chairman of the
Corporate Governance Committee, member of the Audit Committee and
member of the Compensation Committee.
* Michael Browne was appointed as our President, Chief Financial
Officer, Treasurer and Secretary.
* Peter Salvo was appointed as our Controller.
Mark Holcombe resigned as Chief Executive Officer, President, Secretary and
Treasurer, and has been appointed as Chairman of the Board of Directors and
Chairman of the Compensation Committee. Mr. Holcombe's resignation as Chief
Executive Officer, President, Secretary and Treasurer was not the result of any
disagreement with our company regarding its operations, policies, practices or
otherwise.
On May 5, 2014, we entered into a Product Development Agreement with Continental
Ingredients Canada Inc. with respect to our plan to commercialize nutritional
supplements and functional food and beverage products for sales in North
America.
Under the Agreement, we have engaged Continental Ingredients on an exclusive
basis to provide services for the development, manufacturing and supply of our
products for a period of five years commencing on May 5, 2014 and ending on May
5, 2019, such term to renew automatically for a further 12 months unless either
party delivers written termination notice six months prior to the expiration of
the initial term or renewal period.
On May 5, 2014, we appointed Robert Campbell and Karen Arseneault as special
advisors.
Also on May 5, 2014, we granted an aggregate of 2,875,000 stock options to
directors, officers, employees and consultants of our company pursuant to our
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, we granted:
1. 1,125,000 stock options to our President, Chief Financial Officer,
Treasurer and Secretary, Michael Browne;
2. 300,000 stock options to each of our directors, Donald MacPhee, Scott
Chapman, Mark Holcombe;
3. 150,000 stock options to its controller, Peter Salvo; and
4. 350,000 stock options to each of our special advisors, Robert Campbell
and Karen Arseneault.
On March 24, 2015, we acquired, through a licensing agreement with DSM, the
exclusive global rights to Brain Armor(R), a plant-based DHA supplement designed
specifically for the needs of athletes.
10
A wholly-owned subsidiary, Brain Armor Incorporated has been registered. This
business unit will hold the trademark license and all costs and revenue
associated with commercial development of the Brain Armor(R) brand.
On June 29, 2015 Trident Brands appointed Dr. Neilank K. JHA, MD, FRCS (C) as
special advisor to its Brain Armor subsidiary.
RESULTS OF OPERATIONS
We are in the early growth stage and have generated very little in revenues to
date.
We incurred operating expenses of $462,214 and $109,745 for the three months
ended August 31, 2015 and 2014, respectively and $1,282,749 and $200,833 for the
nine months ended August 31, 2015 and 2014, 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.
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.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at August 31, 2015 was $454,861 with $2,588,484 in outstanding
liabilities.
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).
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 and the balance
of $500,000 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.
Management believes the current funds available to the company will not be
sufficient to fund our operations for the next twelve months. We are an early
growth stage company and have generated no significant revenue to date.
11
The following table provides selected financial data about our company for the
quarter ended August 31, 2015.
Balance Sheet Data: 8/31/15
------------------- -------
Cash $ 454,861
Total assets $ 760,856
Total liabilities $ 2,588,484
Shareholders' equity $(1,827,628)
PLAN OF OPERATION
CASH REQUIREMENTS
Over the next 12 months we intend to carry on business as a food and nutrition
product company. We anticipate that we will incur the following operating
expenses during this period:
ESTIMATED FUNDING REQUIRED DURING THE NEXT 12 MONTHS
Expense Amount ($)
------- ----------
Mangement-Professional fees 300,000
Agency and Services fees 400,000
Rent 10,000
Consumer Marketing expenses 500,000
Other general administrative expenses 230,000
Royalty obligations(1) 240,000
---------
TOTAL 1,680,000
=========
----------
(1) Due to the Trade Mark License Agreement of June 4, 2013 that was assigned
to us in the assignment Agreement dated December 23, 2013.
We will require funds of approximately $1,680,000 over the next twelve months to
operate our business. These funds may be raised through equity financing, debt
financing, or other sources, which may result in further dilution in the equity
ownership of our shares. There is no assurance that we will be able to maintain
operations at a level sufficient for an investor to obtain a return on their
investment in our common stock. Further, we may continue to be unprofitable.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not anticipate the purchase or sale of any plant or significant equipment
during the next 12 months.
12
GOING CONCERN
There is significant doubt about our ability to continue as a going concern.
As shown in the accompanying financial statements, we have incurred net losses
of $2,550,515 since inception. This condition raises substantial doubt as to our
ability to continue as a going concern. In response to these conditions, we may
raise additional capital through the sale of equity securities, through an
offering of debt securities or through borrowings from financial institutions or
individuals. The financial statements do not include any adjustments that might
be necessary if we are unable to continue as a going concern.
Our objective is the creation of value through strategic investments high growth
early stage consumer brands businesses. We intend to focus on control
investments in companies within the segment/sectors which are currently
experiencing long term growth. Our goal is to provide our shareholders with
private equity like returns through strategic investments in multiple branded
platforms. The platforms we will be focusing on are:
* Brand Licenses or Consolidated Licenses
* Consumer hard and soft goods
* Functional Food and Beverage
* Life Science technology that have applications in consumer products
* Natural and Organic food and beverage Intellectual Property and/or
licenses in recognized brand platforms
INVESTMENT STRATEGY
Trident will seek to acquire majority and/or control positions through common
and preferred equity, senior secured, unsecured, and convertible debt in
organizations who meet our investment hurdles. Through our management and
directors vast expertise in both the consumer branded segment and investment
experience, we seek to provide our shareholders with near term value and
liquidity. Through strategic investment and controlled organic growth, Trident
Brands will seek to provide their investments with solid short and long term
returns and yields.
The Company strategic objective is:
* Make strategic controlled investments in high growth companies
* Merge brands/business lines into larger multi-national Companies
* Build and grow strategic brands organically
* Mitigate risk by creating a diverse portfolio of companies in the
growth sectors listed above.
COMPANIES & STRATEGIC PARTNERSHIPS
EVERLAST NUTRITION
Trident Brands finalized documentation to acquire Sports Nutrition Products Inc.
The company has obtained a 15 year exclusive North American license for
Everlast's functional and nutritional product brand segment from IBML (a
worldwide leader in Brand licensing). This transaction closed in December 2013.
13
PRODUCT PRODUCTION
Trident Brands has identified ingredient supply and contract packaging vendors
for the manufacture of the products currently under the Everlast brand. These
vendors would be responsible for the private label production of our products.
PRODUCT DEVELOPMENT
On May 5, 2014, Trident Brands Incorporated (the "Company") entered into a
Product Development Agreement with Continental Ingredients Canada Inc.
("Continental Ingredients") with respect to the Company's plan to commercialize
nutritional supplements and functional food and beverage products for sales in
North America (the "Agreement").
Under the Agreement the Company has engaged Continental Ingredients on an
exclusive basis to provide services for the development, manufacture and supply
of the Company's products for a period of five years commencing on May 5, 2014
and ending on May 5, 2019, such term to renew automatically for a further 12
months unless either party delivers written termination notice six months prior
to the expiration of the initial term or renewal period.
Continental Ingredients will submit for approval by the Company, proposals for
the production of any products. Once product specifications have been approved
by the Company, the parties will enter into separate production agreements for
the manufacturing, pricing and distribution of the products (the "Production
Agreements"). The pricing of the products under the Production Agreements will
result in a gross margin to Continental Ingredients of between 20 to 30 percent,
as more particularly described in the Agreement.
The Company will remain the sole owner or licensee of all intellectual property
rights associated with the products.
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
14
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, 2015 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*
31.1 Sec. 302 Certification of Chief Executive Officer
31.2 Sec. 302 Certification of Chief Financial Officer
32.1 Sec. 906 Certification of Chief Executive Officer
32.2 Sec. 906 Certification of Chief 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.
15
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, 2015 Trident Brands Incorporated
/s/ Mike Browne
-----------------------------------------------
By: Mike Browne
(President, Chief Financial Officer,
Chief Executive Officer, Treasurer & Secretary)
/s/ Peter Salvo
-----------------------------------------------
By: Peter Salvo
(Controller)
/s/ Mark Holcombe
-----------------------------------------------
By: Mark Holcombe
(Director & Chairman of the Board)
/s/ Donald MacPhee
-----------------------------------------------
By: Donald MacPhee
(Director)
/s/ Scott Chapman
-----------------------------------------------
By: Scott Chapman
(Director)
16