ITEM 1. BUSINESS
GENERAL INFORMATION
You should read the following summary together with the more detailed business information and the financial statements and related notes that appear elsewhere in this report. In this report, unless the context otherwise denotes, references to "we", "us", "our", "Trident" and "Trident Brands" are to Trident Brands Incorporated.
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 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".
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.
On 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.
DESCRIPTION OF BUSINESS
Trident Brands brings together over 50 years of seasoned expertise in branded consumer products and corporate finance. The principals of Trident brands have experience in developing and commercializing consumer products, in global companies and specialty markets. Our purpose is to apply these capabilities in starting new product lines with specific competitive advantage. All of our product development will be built on the success formula:
* Extending established brands with existing equity * Delivering consumer benefit with unique technology or intellectual properties * Targeting dynamic growth segments
Coupled with strategic capital investment, our focus is controlled investments in companies within the targeted segment/sectors. Our goal is to provide our shareholders with outstanding ROI through a portfolio of branded platforms.
Trident Brands is targeting the follow growth opportunities:
* 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 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.
COMPETITION
Eventually, through acquisitions, Trident Brands plans to compete in multiple branded market segments. Through its wholly owned subsidiary Everlast Sports Nutrition, the first market segment Trident will be competing in is the nutritional product market. This market is highly competitive with many companies fighting for market share. The nutritional product market is one of the fastest growing markets in the world producing close to 32 billion dollars in revenue in 2012, and is projected to double, producing revenues exceeding 60 billion dollars by 2021 according to the Nutritional Business Journal. With the combination of high quality, scientifically designed products and the brand equity in the Everlast name, we are poised to take market share in the rapidly growing nutritional product market.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.
COMPLIANCE WITH GOVERNMENT REGULATION
Trident Brands is compliant with all government regulations.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR CONTRACTS
We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
Trident Brands through its contracted third party manufactures, will have all necessary approvals for its products and services.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Our only employee is our sole officer, Mark Holcombe. Mr. Holcombe currently devotes 4-8 hours per week to company matters and after receiving funding he plans to devote as much time as the board of directors determines is necessary to manage the affairs of the company. There are no formal employment agreements between the company and our current employee.
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements, including filing Form 10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
ITEM 1A.
ITEM 1A. RISK FACTORS
WE ARE A DEVELOPMENT STAGE COMPANY AND EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.
We anticipate that we will incur increased operating expenses without realizing any revenues. We recognize that if we are unable to generate significant revenues from development and production, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful. If we are unsuccessful in addressing these risks, our business will most likely fail.
OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR TRIDENT BRANDS WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.
As described in Note 4 of our accompanying financial statements, our lack of operations and any guaranteed sources of future capital create substantial doubt as to our ability to continue as a going concern. If our business plan does not work, we could remain as a start-up company with limited operations and revenues.
WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO COMPLETE AN AGREEMENT WITH A MANUFACTURER TO PRIVATE LABEL EVERLAST'S NUTRITIONAL PRODUCTS FOR THE COMPANY.
Our ability to generate revenues and profits is dependent on our ability to finalize a partnership agreement with a vendor to produce the Everlast nutritional products for us. The failure to finalize an agreement would have an adverse effect on our ability to continue in business.
GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR BUSINESS WILL BE NEGATIVELY AFFECTED.
Laws and regulations govern the production, distribution and sale of nutritional products. Amendments to current laws and regulations governing operations and activities of companies like ours or more stringent implementation thereof could have a substantial adverse impact on us. Applicable laws and regulations will require us to make certain capital and operating expenditures to initiate new laws or regulations. Under certain circumstances, we may be required to suspend operating activities once they are started until a particular problem is remedied or to undertake other remedial actions.
BECAUSE OUR CURRENT OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Mr. Mark Holcombe, our sole officer and director of the company, currently devotes approximately 4-8 hours per week providing management services to us. While he presently possesses adequate time to attend to our interests, it is possible that the demands on him from his other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
ITEM 2. PROPERTIES
We do not currently own any property. Our director Mr. Holcombe currently provides us with office space at Third Floor, Olde Towne Marina, Nassau, Bahamas. The facilities include answering services, fax services, secretarial services, reception area and offices. Management believes the current premises are sufficient for its needs at this time. During the year ended November 30, 2013 we had accrued payable to Mr. Holcombe of $2,000 in rental fees.
We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 4.
ITEM 4. MINING SAFETY DISCLOSURES
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Since July 8, 2013 our shares have been approved for trading under the symbol "TDNT". As of the date of this filing, there has been no active trading of our securities, and, therefore, no high and low bid pricing.
The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required
filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time.
As of November 30, 2013, we have 28,000,000 Shares of $0.001 par value common stock issued and outstanding held by 28 shareholders of record.
Of the 28,000,000 shares of common stock outstanding as of November 30, 2013, 12,000,000 shares are owned by Mark Holcombe, our officer and director, and may only be resold in compliance with Rule 144 of the Securities Act of 1933.
The stock transfer agent for our securities is Holladay Stock Transfer.
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on its common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant.
SECTION RULE 15(g) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company's shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; and the customers rights and remedies in causes of fraud in penny stock transactions.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We do not have any equity compensation plans and accordingly we have no securities authorized for issuance thereunder. Stock option plan?
SECTION 16(a)
Based solely upon a review of Form 3 and 4 furnished by us under Rule 16a-3(d) of the Securities Exchange Act of 1934, we are not aware of any individual who failed to file a required report on a timely basis required by Section 16(a) of the Securities Exchange Act of 1934.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
There were no shares of common stock or other securities issued to the issuer or affiliated purchasers during the year ended November 30, 2013.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
As a smaller reporting company we are not required to provide this information.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenues to date.
We incurred operating expenses of $55,563 and $18,848 for the years ended November 30, 2013 and 2012, respectively. These expenses consisted of $22,655 (11/30/13) and $7,800 (11/30/12) in professional fees, $30,908 (11/30/13) and $5,314 (11/30/12) in general and administrative expenses, $2,000 (11/30/13) and $4,800 (11/30/12) in rent and $0 (11/30/13) and $933 (11/30/12) in interest expense. During the year ended November 30, 2013 we realized a Gain on Foreign Exchange of $123 and during the year ended November 30, 2012 we realized a Gain on Note Payable Forgiveness of $21,281.
Our net loss from inception (November 5, 2007) through November 30, 2013 was $135,738.
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 years ended November 30, 2013 and 2012.
Balance Sheet Data: 11/30/13 11/30/12 ------------------- -------- --------
Cash $ 131 $ 4,503 Total assets $ 131 $ 4,503 Total liabilities $ 60,868 $ 9,800 Shareholders' equity $(60,738) $ (5,297)
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at November 30, 2013 was $131. Management believes the current funds available to the company and loans from our director will fund our operations for the next twelve months. We are a development stage company and have generated no revenue to date.
GOING CONCERN
The accompanying financial statements are presented on a going concern basis. The Company had limited operations during the period from November 5, 2007 (date of inception) to November 30, 2013 and generated a net loss of $135,738. This condition raises substantial doubt about the Company's ability to continue as a going concern.
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.
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 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company we are not required to provide this information.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS
GEORGE STEWART, CPA 316 17TH AVENUE SOUTH SEATTLE, WASHINGTON 98144 (206) 328-8554 FAX(206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors Trident Brands Inc.
I have audited the accompanying balance sheets of Trident Brands Inc. (An Exploration Stage Company) as of November 30, 2013 and 2012, and the related statements of operations, stockholders' equity and cash flows for the years ended November 30, 2013 and 2012 and for the period from November 5, 2007 (inception), to November 30, 2013. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Trident Brands Inc., (An Exploration Stage Company) as of November 30, 2013 and 2012, and the results of its operations and cash flows for the years ended November 30, 2013 and 2012 and the period from November 5, 2007 (inception), to November 30, 2013 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note # 4 to the financial statements, the Company has had no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note # 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ George Stewart ---------------------------------- Seattle, Washington February 9, 2014
TRIDENT BRANDS INCORPORATED (f/k/a SANDFIELD VENTURES CORP.) (A Development Stage Company) Balance Sheet --------------------------------------------------------------------------------
See Notes to Financial Statements
TRIDENT BRANDS INCORPORATED (f/k/a SANDFIELD VENTURES CORP.) (A Development Stage Company) Statement of Operations --------------------------------------------------------------------------------
See Notes to Financial Statements
TRIDENT BRANDS INCORPORATED (f/k/a SANDFIELD VENTURES CORP.) (A Development Stage Company) Statement of Changes in Stockholders' Equity From November 5, 2007 (Inception) through November 30, 2013 --------------------------------------------------------------------------------
Note: On July 30, 2013 the Company effected a 4 for 1 forward split of its share capital such that every one share of common stock issued and outstanding prior to the split was exchanged for four post-split shares of common stock. These forward splits have been retro-actively applied to all previous periods.
See Notes to Financial Statements
TRIDENT BRANDS INCORPORATED (f/k/a SANDFIELD VENTURES CORP.) (A Development Stage Company) Statement of Cash Flows --------------------------------------------------------------------------------
See Notes to Financial Statements
TRIDENT BRANDS INCORPORATED (f/k/a SANDFIELD VENTURES CORP.) (A Development Stage Company) Notes to Financial Statements November 30, 2013 --------------------------------------------------------------------------------
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 in the development stage. Its activities to date have been limited to capital formation, organization, development of its business plan and has completed the first two stages of its exploration program.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a November 30, year-end.
BASIC EARNINGS (LOSS) PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net earnings (loss) per share amounts is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In accordance with ASC No. 250 all adjustments are normal and recurring.
TRIDENT BRANDS INCORPORATED (f/k/a SANDFIELD VENTURES CORP.) (A Development Stage Company) Notes to Financial Statements November 30, 2013 --------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
REVENUE
The Company records revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. The Company has not generated any revenue since its inception.
ADVERTISING
The Company will expense its advertising when incurred. There has been no advertising since inception.
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS
The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the Company's financial statements.
NOTE 4. GOING CONCERN
The accompanying financial statements are presented on a going concern basis. The Company had no operations during the period from November 5, 2007 (date of inception) to November 30, 2013 and generated a net loss of $135,738. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company is currently in the development stage and has minimal expenses, however, management believes that the company's current cash of $131 is insufficient to cover the expenses they will incur during the next twelve months.
NOTE 5. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of common.
TRIDENT BRANDS INCORPORATED (f/k/a SANDFIELD VENTURES CORP.) (A Development Stage Company) Notes to Financial Statements November 30, 2013 --------------------------------------------------------------------------------
NOTE 6. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. Between June 1, 2009 and August 31, 2009 and the month of September 2012 the Company paid a director $300 per month for use of office space and services. Between September 1, 2009 and August 31, 2012 and August 1, 2013 and November 30, 2013 the Company paid a director $500 per month for use of office space and services.
As of November 30, 2013, there is a loan payable due to Mark Holcombe, sole officer and director of the Company, for $49,483 that is non-interest bearing with no specific repayment terms.
The sole officer and director of the Company may, in the future, become involved in other business opportunities as they become available, he may face a conflict in selecting between the Company and his other business opportunities. The Company has not formulated a policy for the resolution of such conflicts.
NOTE 7. INCOME TAXES
As of November 30, 2013 ----------------------- Deferred tax assets: Net operating tax carryforwards $ 135,738 Tax rate 34% --------- Gross deferred tax assets 47,508 Valuation allowance (47,508) ---------
Net deferred tax assets $ 0 =========
Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.
NOTE 8. NET OPERATING LOSSES
As of November 30, 2013, the Company has a net operating loss carryforward of approximately $135,738. Net operating loss carryforwards expires twenty years from the date the loss was incurred.
TRIDENT BRANDS INCORPORATED (f/k/a SANDFIELD VENTURES CORP.) (A Development Stage Company) Notes to Financial Statements November 30, 2013 --------------------------------------------------------------------------------
NOTE 9. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with ASC No. 505. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with ASC No. 718. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable.
On November 5, 2007, the Company issued a total of 3,000,000 shares of common stock to Mark Holcombe for cash in the amount of $0.005 per share for a total of $15,000.
On July 23, 2008, the Company issued a total of 4,000,000 shares of common stock to 27 unrelated shareholders for cash in the amount of $0.015 per share for a total of $60,000 pursuant to the Compay's SB-2 registration statement.
On July 30, 2013, the Company effected a 4 for 1 forward split of its share capital such that every one share of common stock to the split was exchanged for four post-split shares of common stock. As of November 30, 2013, the Company had 28,000,000 shares of common stock issued and outstanding.
NOTE 10. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes of capital stock as of November 30, 2013:
Common stock, $ 0.001 par value: 300,000,000 shares authorized; 28,000,000 shares issued and outstanding.
NOTE 11. SUBSEQUENT EVENTS
On 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.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A(T).
ITEM 9A(T). 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 (our president), 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.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the
Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.
Management assessed the effectiveness of the Company's internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS: We do not have a functioning audit committee or outside directors on the Company's Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.
Management, including our Chief Executive Officer and Chief Financial Officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.
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 for our fiscal year ended November 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The officer and director of Trident Brands, whose one year term will expire 12/31/14, or at such a time as his successor(s) shall be elected and qualified is as follows:
Name & Address Age Position Date First Elected Term Expires -------------- --- -------- ------------------ ------------
Mark Holcombe 42 President, 11/05/07 12/31/14 Third Floor Secretary, Olde Towne Marina Treasurer, Sandyport, Nassau, CFO, CEO & Bahamas SP-63777 Director
The foregoing person is a promoter of Trident Brands, as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.
Mr. Holcombe currently devotes 4-8 hours per week to company matters. He devotes as much time as the board of directors deems necessary to manage the affairs of the company.
No executive officer or director of the corporation has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.
No executive officer or director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.
BACKGROUND INFORMATION
MARK HOLCOMBE has been the President, Secretary, Treasurer and a Director of Trident Brands since inception.
Mr. Mark Holcombe is experienced in corporate and investment banking, corporate development and asset management. Mr. Holcombe has over 23 years of banking and corporate finance experience. He has significant experience in M&A advisory, corporate restructurings and public and private debt and equity financings. Currently, Mr. Holcombe is Managing Partner of Stirling Partners (Bahamas) Ltd.
Formerly, he was a Senior Advisor to Providence Advisors Limited, Managing Director and Head of Asset Management for Madison Williams Holdings, LLC in NYC and Head of Corporate Development/Private Equity of GEM Global Equities Management S.A. Also, He has worked as a senior investment banker at Global Hunter Securities, Donaldson, Lufkin and Jenrette, Gleacher NatWest/NatWest Markets, and ING Capital. Mr. Holcombe presently serves as a Director of Asante Gold ("ASE"). Mr. Holcombe holds a B.A. from Colgate University and graduated from the Chemical Bank Corporate Finance Analyst Training Program. (Global Bank Credit Training Program).
CODE OF ETHICS
Our board of directors adopted our code of ethical conduct that applies to all of our employees and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.
We believe the adoption of our Code of Ethical Conduct is consistent with the requirements of the Sarbanes-Oxley Act of 2002.
Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:
* Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; * Full, fair, accurate, timely and understandable disclosure in reports and documents that we file or submit to the Securities & Exchange Commission and in other public communications made by us; * Compliance with applicable governmental laws, rules and regulations; * The prompt internal reporting to an appropriate person or persons identified in the code of violations of our Code of Ethical Conduct; and * Accountability for adherence to the Code.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Our current officer receives no compensation. The current Board of Directors is comprised of Mr. Holcombe.
SUMMARY COMPENSATION TABLE
There are no current employment agreements between the company and its executive officer.
On November 5, 2006, a total of 3,000,000 shares of common stock were issued to Mr. Holcombe in exchange for cash in the amount of $15,000 U.S., or $.005 per share. On July 30, 2013 the company effected a 4 for 1 split of its common stock resulting in Mr. Holcombe owning 12,000,000 shares of common stock. The terms of these stock issuances were as fair to the company, in the opinion of the board of directors, as could have been made with an unaffiliated third party.
Mr. Holcombe currently devotes approximately 4-8 hours per week to manage the affairs of the company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information on the ownership of Trident Brands voting securities by officers, directors and major shareholders as well as those who own beneficially more than five percent of our common stock as of the date of this report:
Name of Beneficial No. of Percentage Owner (1) Shares of Ownership --------- ------ ------------
Mark Holcombe 12,000,000 42%
All Officers and Directors as a Group 12,000,000 42%
---------- (1) The person named may be deemed to be a "parent" and "promoter" of the Company, within the meaning of such term under the Securities Act of 1933, as amended.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Our director Mr. Holcombe currently provides us with office space at Third Floor, Olde Towne Marina, Sandyport, Nassau, Bahamas. The facilities include answering services, fax services, secretarial services, reception area and offices. During the year ended November 30, 2013 we accrued $2,000 in rental fees due to Mr. Holcombe.
On November 5, 2007, a total of 3,000,000 shares of Common Stock were issued to Mr. Holcombe in exchange for $15,000 US, or $.005 per share. On July 30, 2013 the company effected a 4 for 1 split of its common stock resulting in Mr. Holcombe owning 12,000,000 shares of common stock. All of such shares are "restricted" securities, as that term is defined by the Securities Act of 1933, as amended, and are held by the officer and director of the Company.
We currently do not have any independent directors serving on our Board of Directors.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The total fees charged to the company for audit services were $7,300, for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil during the year ended November 30, 2013.
The total fees charged to the company for audit services were $7,300, for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil during the year ended November 30, 2012.
PART IV
ITEM 15.
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit Description ------- -----------
3(i) Articles of Incorporation* 3(ii) Bylaws* 31.1 Sec. 302 Certification of CEO 31.2 Sec. 302 Certification of CFO 32 Sec. 906 Certification of CEO/CFO 101 Interactive Data Files pursuant to Rule 405 of Regulation S-T.
---------- * Included in our original Registration Statement on Form SB-2 (subsequently amended utilizing Form S-1) under Commission File Number 333-148710.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
March 14, 2014 Trident Brands Incorporated, Registrant
By: /s/ Mark Holcombe ------------------------------ Mark Holcombe, Director, President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer