Trident Brands Inc - Quarter Report: 2017 February (Form 10-Q)

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, 2017

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 (§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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [  ] NO [X]

The number of the registrant’s common shares outstanding as of April 14, 2017 was 31,000,000.

TRIDENT BRANDS INCORORATED

FORM 10-Q

For the quarterly period ended February 28, 2017

TABLE OF CONTENTS

 

 

Except where the context otherwise requires, all references in this Quarterly Report on Form 10-Q (“Form 10-Q”) to the “Company”, “we”, “us”, “our”, “Trident” and “Trident Brands” or similar words and phrases are to Trident Brands Incorporated and its subsidiaries, taken together.

In this report, all currency amounts are expressed in thousands of United States (“U.S.”) dollars (“$”), except per share data, unless otherwise stated.  Amounts expressed in other than U.S. dollars are noted accordingly.  For example, amounts if expressed in Canadian dollars are expressed in thousands of Canadian dollars and preceded by the symbol “Cdn $”.

This Form 10-Q contains forward-looking statements which are based on our current expectations and assumptions and involve a number of risks and uncertainties. Generally, forward-looking statements do not relate strictly to historical or current facts and are typically accompanied by words such as “anticipate”, “estimate”, “intend”, “project”, “potential”, “continue”, “believe”, “expect”, “could”, “would”, “should”, “might”, “plan”, “will”, “may”, “predict”, the negatives of such terms, and words and phrases of similar impact and include, but are not limited to references to expected increases in revenues and margins, growth opportunities, the success of new product launches and line extensions, our ability to finance our business, potential strategic investments, business strategies, competitive strengths, goals, references to key markets where we operate and the market for our securities.  These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on certain assumptions and analyses we make in light of our experience and our interpretation of current conditions, historical trends and expected future developments, as well as other factors that we believe are appropriate in the circumstance.

Whether actual results and developments will agree with our expectations and predictions is subject to many risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from our expectations and predictions. We believe these factors include, but are not limited to, the following:

·	we have a limited operating history with significant losses and expect losses to continue for the foreseeable future;

·	there is doubt about our ability to continue as a going concern due to recurring losses from operations, an accumulated deficit and insufficient cash resources on hand to meet our business objectives, all of which means that we may not be able to continue operations;

·	we could face intense competition, which could result in lower revenues and higher expenditures and could adversely affect our results of operations;

·	we are governed by only three persons serving as directors and officers which may lead to faulty corporate governance;

 

·	we may not be able to secure additional financing to meet our future capital needs due to changes in general economic conditions;

·	our business and operating results could be harmed if we fail to manage our growth or change;

·	we have a limited operating history and if we are not successful in growing our business, then we may have to scale back or even cease our ongoing business operations;

·	if our intellectual property is not adequately protected, then we may not be able to compete effectively and we may not be profitable;

·	if we are the subject of an intellectual property infringement claim, the cost of participating in any litigation could impact our ability to stay in business;

·	we could lose our competitive advantages if we are not able to protect any of our food and nutritional products and intellectual property rights against infringement, and any related litigation could be time-consuming and costly;

·	if we fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources may be strained;

·	if we fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources may be strained;

·	our services may become obsolete and unmarketable if we are unable to respond adequately to rapidly changing technology and customer demands;

·	our failure to appropriately respond to changing consumer preferences and demand for new products or product enhancements could significantly harm product sales and harm our financial condition and operating results;

·	if we do not introduce new products or make enhancements to adequately meet the changing needs of our customers, some of our products could fail in the marketplace, which could negatively impact our revenues, financial condition and operating results;

·	we are affected by laws and governmental regulations with potential penalties or claims, which could harm our financial condition and operating results;

·

since we rely on independent third parties for the manufacture and supply of certain of our products, if these third parties fail to reliably supply products to us at required levels of quality and which are manufactured in compliance with applicable laws, then our financial condition and operating results would be harmed;

·	we may incur material product liability claims, which could increase our costs and harm our financial condition and operating results;

·	unless we can generate sufficient cash from operations or raise additional funds, we may not be able to meet our debt obligations;

·	our customers generally are not obligated to continue purchasing products from us;

·	if we do not manage our supply chain effectively, our operating results may be adversely affected;

·	our stock price may be volatile, which may result in losses to our shareholders;

·	our common shares are thinly traded and our shareholders may be unable to sell at or near ask prices, or at all;

·

the market price for our common stock is particularly volatile given our status as a relatively small and developing company, which could lead to wide fluctuations in our share price. Our shareholders may be unable to sell your common stock at or above their purchase price if at all, which may result in substantial losses;

·	we do not anticipate paying any cash dividends to our common shareholders and as a result shareholders may only realize a return when the shares are sold;

·	we are listed on the OTCQB quotation system and our common stock is subject to “penny stock” rules which could negatively impact our liquidity and our shareholders’ ability to sell their shares;

·	volatility in our common share price may subject us to securities litigation;

·

the elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights of our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees; and

·	our business is subject to changing regulations related to corporate governance and public disclosure that have increased both our costs and the risk of noncompliance.

Consequently all forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that our actual results or the developments we anticipate will be realized. The foregoing factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report.

Trident Brands Incorporated has four legal subsidiaries, as detailed below.

Trident Brands Canada Ltd. is 100% owned by Trident Brands Incorporated and holds various banking facilities, Sports Nutrition Product Inc. is 100% owned by Trident Brands and holds the license to market and sell products in the nutritional foods and supplements categories under the Everlast® brand, Brain Armor Inc. is 85% owned by Trident Brands and holds the trademark related to the Brain Armor® brand and Trident Brands International Ltd. is 100% owned by Trident Brands and will handle the company’s international operations and sub-license out products in the international markets.

The Company’s administrative office is located at 200 South Executive Drive, Suite 101, Brookfield, Wisconsin, 53005 and its fiscal year end is November 30th.

The Company has authorized capital of 300,000,000 common shares with a par value of $0.001 per share. 31,000,000 common shares were issued and outstanding as of February 28, 2017 and 31,000,000 as of April 14, 2017.

The unaudited financial statements for the quarter ended February 28, 2017 immediately follow.

 

 

 

 

		As of				As of
		February 28,				November 30,
		2017				2016
ASSETS
Current Assets
Cash		$	823,593			$	1,527,624
Accounts Receivable			51,219				53,053
Inventory			207,938				231,221
Prepaid			168,212				67,332
Total Current Assets			1,250,963				1,879,230
Intangible Assets - Licenses, net			2,350,000				2,425,000
TOTAL ASSETS		$	3,600,963			$	4,304,230
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable		$	21,498			$	106,612
Accrued Liability			648,907				431,178
Loan Payable - Third Party, net of discount $0 and $8,812, respectively			200,000				191,188
Total Current Liabilities			870,405				728,978
Convertible Debt, net of discount $1,173,916 and $1,285,836, respectively			5,226,084				5,114,164
Total Liabilities			6,096,489				5,843,142
Stockholders' Deficit
Common stock, $0.001 par value, 300,000,000 shares authorized;
31,000,000 shares issued and outstanding as of February 28, 2017 and November 30, 2016			31,000				31,000
Additional paid-in capital			5,447,811				5,431,976
Non-Controlling Interest in Subsidiary			(75,078	)			(65,786	)
Accumulated Deficit			(7,899,259	)			(6,936,102	)
Total Stockholders' Deficit			(2,495,526	)			(1,538,912	)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT		$	3,600,963			$	4,304,230

 

 

 

TRIDENT BRANDS INCORPORATED

 

		Three Months				Three Months
		Ended				Ended
		February 28,				February 29,
		2017				2016
Revenues		$	16,686			$	19,195
Cost of Sales			9,204				13,820
Gross Profit			7,482				5,375
General & Administrative Expenses			(726,200	)			(616,284	)
Loss from Operations			(718,718	)			(610,909	)
Other Income (Expenses)
Interest Expense			(253,732	)			(168,178	)
Total Other Income (Expenses)			(253,732	)			(168,178	)
Net Loss		$	(972,450	)		$	(779,087	)
Net loss attributable to Trident			(963,158	)			(776,363	)
Net loss attributable to Non-Controlling Interests			(9,292	)			(2,724	)
Loss per share - Basic and diluted		$	(0.03	)		$	(0.03	)
Weighted average number of common shares outstanding - Basic and diluted			31,000,000				29,780,220

 

 

See Notes to unaudited Financial Statements

 

 

 

 

		Three Months				Three Months
		Ended				Ended
		February 28,				February 29,
		2017				2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(972,450	)		$	(779,087	)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt issuance cost			-				-
Amortization of debt discount			120,732				121,995
Amortization of license			75,000				45,000
Stock options expenses			15,835				81,303
Changes in operating assets and liabilities:
Accounts Receivable			1,833				-
Prepaid expenses			(100,879	)			40,024
Inventory			23,283				13,172
Accounts payable and accrued liabilities			132,615				59,146
Cash used in operating activities			(704,031	)			(418,447	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on loan payable - related party			-				-
Proceeds on loan payable - related party			-				-
Principal payments on loan payable - third party			-				-
Proceeds on loan payable - third party			-				250,000
Proceeds on convertible debt			-				-
Cash provided by financing activities			-				250,000
Net change in cash			(704,031	)			(168,447	)
Cash at beginning of period			1,527,624				187,886
Cash at end of period		$	823,593			$	19,439
NON-CASH TRANSACTIONS
Beneficial conversion features		$	-			$	-
Common stock issued for asset acquisition			-				2,700,000.00
Relative fair value of warrants recorded as debt discount			-				43,526.00
Supplemental disclosure of cash flow information:
Cash paid for:
Income taxes		$	-			$	-
Interest		$	-			$	-

 

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the interim consolidated financial statements, and notes thereto, for the quarter ended February 28, 2017 contained under Item 1 of this Quarterly Report on Form 10-Q (“Form 10-Q”) and in conjunction with the annual consolidated financial statements, and notes thereto, contained in the Annual Report on Form 10-K for the fiscal year ended November 30, 2016 (“Form 10-K”).  Unless otherwise indicated herein, the discussion and analysis contained in this MD&A includes information available to April 14, 2017.

 

Certain statements contained in this MD&A may constitute forward-looking statements as defined under securities laws.  Forward-looking statements may relate to our future outlook and anticipated events or results and may include statements regarding our future financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes, plans and objectives.  In some cases, forward-looking statements can be identified by terms such as “anticipate”, “estimate”, “intend”, “project”, “potential”, “continue”, “believe”, “expect”, “could”, “would”, “should”, “might”, “plan”, “will”, “may”, “predict”, the negatives of such terms, and other similar expressions concerning matters that are not historical facts. To the extent any forward-looking statements contain future-oriented financial information or financial outlooks, such information is being provided to enable a reader to assess our financial condition, material changes in our financial condition, our results of operations, and our liquidity and capital resources.  Readers are cautioned that this information may not be appropriate for any other purpose, including investment decisions.

 

Forward-looking statements contained in this MD&A are based on certain factors and assumptions regarding expected growth, results of operations, performance, and business prospects and opportunities.  While we consider these assumptions to be reasonable, based on information currently available, they may prove to bect incorrect.  Forward-looking statements are also subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what we currently expect.  These factors are more fully described in the “Risk Factors” section at Item 1A of the Form 10-K.

 

Forward-looking statements contained in this commentary are based on our current estimates, expectations and projections, which we believe are reasonable as of the date of this report.  You should not place undue importance on forward-looking statements and should not rely upon this information as of any other date.  Other than as required under securities laws, we do not undertake to update any forward-looking information at any particular time.

 

All dollar amounts in this MD&A are expressed in thousands of U.S. dollars, except per share amounts, unless otherwise noted.

Effective December 12, 2016 we made the following changes to our officers and directors:

·	Donald MacPhee resigned as a Director of the Board of Directors, Chair of the Audit Committee and as President and Chief Executive Officer, and was appointed Director of Operations;

·	Anthony Pallante was appointed as Director and Chairman of our Board of Directors, and as Chief Executive Officer;

·	Mark Holcombe resigned as Chairman of the Board of Directors and was appointed as President, Director and Chair of the Compensation Committee.

·	Scott Chapman, our Director and Chair of the Corporate Governance Committee, was also appointed as Chair of the Audit Committee.

 

 

 

·	Michael Browne resigned as Corporate Secretary of Trident Brands Incorporated and will continue to serve as Brand Director, Chief Financial Officer, and Treasurer; and

·	Peter Salvo, Controller of the Company was also appointed as Corporate Secretary.

On February 15, 2017, we entered into a Letter of Intent (the “LOI”) with The Activation Group, Inc., an integrated marketing and advertising agency incorporated in Ontario, Canada.  Pursuant to the LOI, we will seek to enter into a definitive agreement to purchase all the issued and outstanding common shares of The Activation Group in consideration for a purchase price consisting of $200,000 cash, and $800,000 payable in common shares of Trident.  The cash consideration is inclusive of a $50,000 deposit paid to The Activation Group upon execution of the LOI, and $150,000 payable upon closing a definitive agreement. Stock payments shall be payable in four $200,000 installments, subject to the achievement of earnings targets.  The transaction contemplated by the LOI will be subject to the satisfactory completion of due diligence, and to the negotiation and completion of a definitive agreement among the parties and the shareholders of The Activation Group.

Also, on February 15, 2017, our board of directors appointed Mark Cluett as the Chief Operating Officer at Trident Brands Incorporated, with responsibility for business strategy execution and commercialization.

 

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the three month periods ended February 28, 2017 and February 29, 2016.

 

Our operating results for three month periods ended February 28, 2017 and February 29, 2016 are summarized as follows:

 

 

Revenues and Gross Profits

 

While still in the early stages of commercialization, Brain Armor® sales in the first quarter of 2017 increased to $15,642 versus $5,361 in the prior year. This was offset by a decrease in Everlast® Nutrition sales in the period resulting in revenue of $16,686 versus $19,195 in the prior year. Gross Profit increased to $7,482 or 44.8% of revenues versus $5,375 or 28.0% of revenues in the prior year, indicative of an improved product mix. We expect Brain Armor, Private Label Sports Nutrition and Everlast product sales to ramp-up significantly over the course of 2017 as commercial efforts gain traction, distribution expansion is realized and product innovation enters the market. 

 

 

Operating Expenses

 

Our operating expenses for the three month periods ended February 28, 2017 and February 29, 2016 are summarized below:

 

 

Operating expenses for the three month period ended February 28, 2017 were $726,200 as compared to $616,284 for the comparative period in 2016, an increase of 18%.  The increase in our operating expenses was primarily due to increased general and administrative costs and marketing and promotional expenses as we build out our organization and roll-out our product offering.  These costs are expected to continue to increase throughout 2017 as we continue to develop and commercialize our product offerings.

 

Other Expenses

Other expenses for the three month period ended February 28, 2017 increased to $253,732 versus $168,178 in the comparative period in 2016. The increase was due to an increase in interest expense due to higher debt levels and the impact of certain other items including the beneficial conversion feature related to the convertible note entered into in 2016.

Balance Sheet Data

The following table provides selected balance sheet as at February 28, 2017and February 29, 2016.

During the first quarter of 2017 total assets increased as a result of the receipt of additional financing in September 2016. Accounts receivable and inventory were also higher.

Our objective is to provide our shareholders with solid returns through strategic investments across multiple consumer product and food ingredient platforms. The platforms we are focusing on include:

·	Life science technologies and related products that have applications to a range of consumer products;

 

 

 

·	Nutritional supplements and related consumer goods providing defined benefits to the consumer; and

·	Functional foods and beverages ingredients with defined health and wellness benefits.

We are building our business through strategic investments in high growth early stage consumer brands and functional ingredients platforms within segment/sectors which we believe offer long term growth potential.  We are focused on three core strategies underpinning our objectives:

·	To execute our multi-tier brand and innovation strategy to drive revenue;

·	To aggressively manage our asset light business model to drive a low cost platform; and

·	To drive disciplines leading to increased investor awareness and ability to finance and govern growing operations.

While we have yet to realize break even cash flows or profitability, we believe we are making progress against our goals and objectives, and expect revenues and margins to increase as we begin commercializing the products within our portfolio. All three of our product platforms show solid potential in the markets where they compete and both our Everlast® and Brain Armor® product lines are now in the market and generating revenues. Our strategy was to first establish listings for these products with non-bricks and mortar accounts, and this has been successful.  Brain Armor® has now been listed at a large retail account as well, and we expect listings for Everlast® to follow.  The development of Oceans Omega as an ingredient for food and beverage products is ongoing, and given the longer sales cycle for ingredients, we expect to realize revenues later in fiscal 2107 both through external customer product development and also internally via potential line extensions for both the Everlast® and Brain Armor® product lines.

Our cash balance at February 28, 2017 was $823,593. Management believes the current funds available to the company will be sufficient to fund our operations for the next twelve months.

As of February 28, 2017 we had a loan of $200,000 payable to a third party (CIC) bearing interest at 8% per annum due March 4 2017. The loan was subsequently paid back on March 3, 2017.

On January 29, 2015, we entered into a securities purchase agreement with a non-US institutional investor whereby we 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.  We received $1,800,000 of the funds from the transaction on February 5, 2015 and the balance of $500,000 on May 14, 2015.  On September 26, 2016, we entered into a Convertible Promissory Note Amendment Agreement with this investor whereby we agreed to extend the maturity date and amend the interest payable on the senior secured convertible debentures, whereby we extended the term of the notes through September 30, 2019 and interest rate was increased from 6% per annum to 8% per annum.   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.

On September 26, 2016, we entered into a Securities Purchase Agreement with a non-US institutional investor   pursuant to which, in consideration for proceeds of $4,100,000, we issued a secured convertible promissory note in the amount of $4,100,000.  Pursuant to the Securities Purchase Agreement, the investor has agreed, from time to time after January 1, 2017, to make additional investments at our request of up to $5,900,000 ($10,000,000 in the aggregate) in one or more tranches of not less than one tranche during any 60 day period. The funding of any tranche under the agreement (other than the first $4,100,000 which has been funded) is subject to the mutual agreement of the parties as to the use of funds. The parties have agreed to negotiate in good faith to pre-approve use of funds within 120 days following September 26, 2016.  We intend to use the proceeds of the secured convertible note for general working capital purposes including, without limitation, settlement of accounts payable and repayment of mature loans. In consideration of each advance made by the investor pursuant to the Securities Purchase Agreement, we will issue to the investor a

 

 

convertible promissory note of equal value, maturing three years after issuance, and bearing interest at the rate of 8% per annum. Each note will be secured in first priority against the present and after acquired assets of the Company, and will be convertible in whole or in part at the option of the holder into common shares of the Company at a conversion price per share of $.60, equal to a 25% discount to the 10 day average closing price of the Company’s common stock for the period immediately preceding the issuance of the applicable note. Due to the note being convertible to the Company common shares, a beneficial conversion feature analysis was performed. The intrinsic value of the conversion feature was $1,366,667 which was recognized as debt discount. As of February 28, 2017, $192,751 of debt discount was amortized of which $111,920 was amortized during the current 3 month period and $80,831 in the prior year. The unamortized discount is $1,173,916.

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.

 

 

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, related revenues and expenses, and disclosure of gain and loss contingencies at the date of the financial statements.  The estimates and assumptions made require us to exercise our judgment and are based on historical experience and various other factors that we believe to be reasonable under the circumstances.  We continually evaluate the information that forms the basis of our estimates and assumptions as our business and the business environment generally changes.  The use of estimates is pervasive throughout our financial statements.  There have been no material changes to the critical accounting estimates disclosed under the heading “Critical Accounting Estimates” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the Form 10-K.

 

As a smaller reporting company we are not required to provide this information.

 

 

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 not 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.

Our management, with the participation of our principal executive officer and principal financial officer have concluded that there have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter ended February 28, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

 

The following exhibits are included with this quarterly filing:

*	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.

 

 

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.