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                                  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. 2
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 4
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 5
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. 6
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. 7
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. 8
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. 9
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) 1