Attached files
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 FEBRUARY 28, 2014
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)
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 April 14,
2014
ITEM 1. FINANCIAL STATEMENTS
The un-audited financial statements for the quarter ended February 28, 2014
immediately follow.
2
TRIDENT BRANDS INCORPORATED
(A Development Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
February 28, November 30,
2014 2013
---------- ----------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 1,418 $ 131
---------- ----------
TOTAL CURRENT ASSETS 1,418 131
---------- ----------
TOTAL ASSETS $ 1,418 $ 131
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 5,770 $ 11,385
Loan Payable - Related Party 62,276 49,483
---------- ----------
TOTAL CURRENT LIABILITIES 68,046 60,868
---------- ----------
TOTAL LIABILITIES 68,046 60,868
---------- ----------
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 28,000,000 shares issued and outstanding
as of February 28, 2014 and November 30, 2013 28,000 28,000
Additional paid-in capital 47,000 47,000
Deficit accumulated during development stage (141,628) (135,738)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (66,628) (60,738)
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 1,418 $ 131
========== ==========
See Notes to Financial Statements
3
TRIDENT BRANDS INCORPORATED
(A Development Stage Company)
Statement of Operations
(Unaudited)
--------------------------------------------------------------------------------
November 5, 2007
Three Months Three Months (inception)
Ended Ended through
February 28, February 28, February 28,
2014 2013 2014
------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ --
------------ ------------ ------------
TOTAL REVENUES -- -- --
Professional Fees 2,130 3,000 62,285
Mineral Expenditures -- -- 24,540
General & Administrative Expenses 2,260 143 52,225
Rent - Related Party 1,500 -- 22,700
Interest Expense -- -- 1,281
------------ ------------ ------------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 5,890 3,143 163,032
OTHER INCOME (EXPENSES)
Other Income
Gain on Note Payable Forgiveness -- -- 123
Gain on Foreign Exchange -- -- 21,281
------------ ------------ ------------
TOTAL OTHER INCOME (EXPENSES) -- -- 21,404
------------ ------------ ------------
NET INCOME (LOSS) $ (5,890) $ (3,143) $ (141,628)
============ ============ ============
BASIC EARNING (LOSS) PER SHARE $ 0.00 $ 0.00
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 28,000,000 28,000,000
============ ============
See Notes to Financial Statements
4
TRIDENT BRANDS INCORPORATED
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
November 5, 2007
Three Months Three Months (inception)
Ended Ended through
February 28, February 28, February 28,
2014 2013 2014
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (5,890) $ (3,143) $ (141,628)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Pre-paid Rent -- -- --
Accounts Payable and Accrued Liabilities (5,615) (960) 5,770
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (11,505) (4,103) (135,858)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Note Payable -- -- --
Loan Payable - Related Party 12,793 -- 62,276
Issuance of Common Stock -- -- 75,000
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 12,793 -- 137,276
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH 1,287 (4,103) 1,418
CASH AT BEGINNING OF PERIOD 131 4,503 --
---------- ---------- ----------
CASH AT END OF YEAR $ 1,418 $ 400 $ 1,418
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
========== ========== ==========
Income Taxes $ -- $ -- $ --
========== ========== ==========
See Notes to Financial Statements
5
TRIDENT BRANDS INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
February 28, 2014
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 2013 as reported in the
Form 10-K have been omitted.
NOTE 2. GOING CONCERN
As of February 28, 2014, 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 February 28, 2014, there is a loan payable due to Mark Holcombe, sole
officer and director of the Company, for $62,276 that is non-interest bearing
with no specific repayment terms.
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
Trident Brands Incorporated was incorporated in the State of Nevada on November
5, 2007 as Sandfield Ventures Corp. to engage in the acquisition, exploration
and development of natural resource properties. The principal executive offices
are located at Third Floor, Olde Towne Marina, Sandyport, Nassau, Bahamas. The
telephone number is (888)593-0181.
We are a development stage company with no revenues and a limited operating
history. 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 75,000,000 authorized common shares with a par value of
$0.001 per share and 28,000,000 common shares issued and outstanding as of
November 30, 2013.
We completed a Registration Statement on Form S-1 under the Securities Act of
1933 with the U.S. Securities and Exchange Commission registering 4,000,000
shares at a price of $0.015 per share. The offering was completed for total
proceeds to the company of $60,000.
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".
7
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.
On August 1, 2013, the directors of Trident Brands Incorporated (the "Company")
approved the adoption of a 2013 Stock Option Plan which permits the Company to
issue up to 4,200,000 shares of its common stock to directors, officers,
employees and consultants of the Company.
December 23, 2013, the Company entered into a Deed of Assignment Agreement with
Everlast World's Boxing Headquarters Corp., International Brand Management
Limited, Sports Nutrition Products, Inc. and Manchester Capital, Inc. wherein
Everlast, International Brand, Sports Nutrition and Manchester Capital are
parties to a trade mark license and Sports Nutrition, a New York corporation,
has assigned its interest in the trade mark license to the Company.
Pursuant to the terms of the assignment agreement, Sports Nutrition assigns all
of its rights, title, interest and benefit to the trade mark license to the
Company effective December 23, 2013 and the Company will assume all of the
obligations of Sports Nutrition under the license agreement through Sports
Nutrition's wholly owned subsidiary, Sports Nutrition Products Inc., a Nevada
corporation. The Company shall remain responsible to Everlast and International
Brand for all acts and omissions of the subsidiary, Sports Nutrition Products
Inc.
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenues to date.
We incurred operating expenses of $5,890 and $3,143 for the three months ended
February 28, 2014 and 2013, 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 February 28, 2014 was
$141,628.
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 February 28, 2014.
Balance Sheet Data: 2/28/14
------------------- -------
Cash $ 1,418
Total assets $ 1,418
Total liabilities $ 68,046
Shareholders' equity $(66,628)
8
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at February 28, 2014 was $1,418 with $68,046 in outstanding
liabilities. Of the liabilities there is a $62,276 note payable to a 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 development stage company and have generated no
revenue to date.
PLAN OF OPERATION
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.
9
COMPANIES & STRATEGIC PARTNERSHIPS
EVERLAST NUTRITION
Trident Brands finalized documentation to acquire Sports Nutrition Products Inc.
the company has obtained a 25 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.
PRODUCT PRODUCTION
Trident Brands is currently in negotiations with vendors to outsource the
manufacture of the products currently under the Everlast brand. These vendors
would be responsible for the private label production of our 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
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 February 28, 2014 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
10
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.
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.
April 14, 2014 Trident Brands Incorporated
/s/ Mark Holcombe
---------------------------------------------------
By: Mark Holcombe
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, President, Secretary,
Treasurer & Sole Director)
1
