We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Trident Brands Incorporated (CE) | USOTC:TDNT | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
[X]
|
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MAY 31, 2018
|
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ]
|
Smaller reporting company [X]
|
PART I
|
FINANCIAL INFORMATION
|
|
Item 1.
|
Financial Statements (Unaudited)
|
7 |
Consolidated Balance Sheets as at May 31, 2018 and November 30, 2017
|
8 | |
Consolidated Statements of Operations for the three and six months ended May 31, 2018 and May 31, 2017
|
9 | |
Consolidated Statements of Cash Flows for the six months ended May 31, 2018 and May 31, 2017
|
10 | |
Notes to Consolidated Financial Statements
|
11 | |
Item 2
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
16 |
Item 3
|
Quantitative and Qualitative Disclosures about Market Risk
|
22 |
Item 4
|
Controls and Procedures
|
22 |
PART II
|
OTHER INFORMATION
|
23 |
Item 6
|
Exhibits
|
23 |
·
|
we have a limited operating history with significant losses and expect losses to continue for the foreseeable future;
|
·
|
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 must attract and maintain key personnel or our business may fail;
|
·
|
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;
|
·
|
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.
|
As of
|
As of
|
|||||||
May 31, 2018
|
November 30, 2017
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and Cash Equivalents
|
$
|
2,030,507
|
$
|
3,143,788
|
||||
Accounts Receivable, net of allowance of $129,403 and $29,852, respectively
|
891,850
|
1,071,576
|
||||||
Inventory
|
1,552,813
|
132,951
|
||||||
Prepaid and other current assets
|
187,929
|
236,528
|
||||||
Total Current Assets
|
4,663,099
|
4,584,843
|
||||||
Fixed Assets-Furniture & Fixtures, net
|
35,854
|
40,046
|
||||||
Note Receivable
|
625,553
|
617,010
|
||||||
Intangible Assets - Licenses, IP net
|
775,050
|
472,875
|
||||||
TOTAL ASSETS
|
$
|
6,099,556
|
$
|
5,714,774
|
||||
LIABILITIES & STOCKHOLDERS' DEFICIT
|
||||||||
Current Liabilities
|
||||||||
Accounts Payable
|
$
|
1,583,305
|
$
|
1,388,393
|
||||
Accrued Liabilities
|
2,140,901
|
1,454,770
|
||||||
Total Current Liabilities
|
3,724,206
|
2,843,163
|
||||||
Convertible Debt, net of discount $1,907,910 and $1,954,594, respectively
|
10,392,090
|
8,845,406
|
||||||
Total Liabilities
|
14,116,296
|
11,688,569
|
||||||
Stockholders' Deficit
|
||||||||
Common stock, $0.001 par value, 300,000,000 shares authorized;
|
||||||||
32,311,887 shares issued and outstanding as of May 31, 2018 and November 30, 2017
|
32,312
|
32,312
|
||||||
Additional paid-in capital
|
9,294,040
|
7,869,962
|
||||||
Non-Controlling Interest in Subsidiary
|
(141,641
|
)
|
(124,649
|
)
|
||||
Accumulated Deficit
|
(17,201,451
|
)
|
(13,751,420
|
)
|
||||
Total Stockholders' Deficit
|
(8,016,740
|
)
|
(5,973,795
|
)
|
||||
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT
|
$
|
6,099,556
|
$
|
5,714,774
|
Three Months
|
Three Months
|
Six Months
|
Six Months
|
|||||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
|||||||||||||
May 31, 2018
|
May 31, 2017
|
May 31, 2018
|
May 31, 2017
|
|||||||||||||
Revenues
|
$
|
1,630,933
|
$
|
11,302
|
$
|
3,492,633
|
$
|
27,989
|
||||||||
Cost of Sales
|
1,517,312
|
5,911
|
3,322,107
|
15,116
|
||||||||||||
Gross Profit
|
113,621
|
5,391
|
170,526
|
12,873
|
||||||||||||
General & Administrative Expenses
|
(1,028,030
|
)
|
(740,474
|
)
|
(2,672,171
|
)
|
(1,466,673
|
)
|
||||||||
Loss from Operations
|
(914,409
|
)
|
(735,083
|
)
|
(2,501,645
|
)
|
(1,453,800
|
)
|
||||||||
Other Income (Expenses)
|
||||||||||||||||
Interest Expense, net
|
(501,790
|
)
|
(304,958
|
)
|
(965,378
|
)
|
(558,690
|
)
|
||||||||
Total Other Income (Expenses)
|
(501,790
|
)
|
(304,958
|
)
|
(965,378
|
)
|
(558,690
|
)
|
||||||||
Net Loss
|
$
|
(1,416,199
|
)
|
$
|
(1,040,041
|
)
|
$
|
(3,467,023
|
)
|
$
|
(2,012,490
|
)
|
||||
Net loss attributable to Trident
|
(1,412,836
|
)
|
(1,030,750
|
)
|
(3,450,031
|
)
|
(1,992,437
|
)
|
||||||||
Net loss attributable to Non-Controlling Interests
|
(3,363
|
)
|
(9,291
|
)
|
(16,992
|
)
|
(20,053
|
)
|
||||||||
Loss per share - Basic and diluted
|
$
|
(0.04
|
)
|
$
|
(0.03
|
)
|
$
|
(0.11
|
)
|
$
|
(0.06
|
)
|
||||
Weighted average number of common shares outstanding -
|
||||||||||||||||
Basic and diluted
|
32,311,887
|
31,000,000
|
32,311,887
|
31,000,000
|
Six Months
|
Six Months
|
|||||||
Ended
|
Ended
|
|||||||
May 31, 2018
|
May 31, 2017
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$
|
(3,467,023
|
)
|
$
|
(2,012,490
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Amortization of debt discount
|
546,684
|
272,057
|
||||||
Amortization of license, IP
|
24,250
|
150,000
|
||||||
Depreciation expense
|
4,192
|
-
|
||||||
Stock options expense
|
924,078
|
24,211
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts Receivable
|
179,726
|
-
|
||||||
Interest Receivable
|
(8,543
|
)
|
-
|
|||||
Prepaid expenses
|
48,599
|
(86,688
|
)
|
|||||
Inventory
|
(1,419,862
|
)
|
(19,224
|
)
|
||||
Accounts payable and accrued liabilities
|
681,043
|
372,891
|
||||||
Cash used in operating activities
|
(2,486,856
|
)
|
(1,299,243
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Additions of Intangible Assets
|
(126,425
|
)
|
-
|
|||||
Cash used in investing activities
|
(126,425
|
)
|
-
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Principal payments on loan payable - third party
|
-
|
(200,000
|
)
|
|||||
Proceeds on convertible debt
|
1,500,000
|
4,400,000
|
||||||
Cash provided by financing activities
|
1,500,000
|
4,200,000
|
||||||
Net change in cash
|
(1,113,281
|
)
|
2,900,757
|
|||||
Cash at beginning of period
|
3,143,788
|
1,527,624
|
||||||
Cash at end of period
|
$
|
2,030,507
|
$
|
4,428,381
|
||||
NON-CASH TRANSACTIONS
|
||||||||
Unpaid intangible asset acquired
|
$
|
200,000
|
$
|
-
|
||||
Beneficial conversion feature
|
$ |
500,000
|
$ |
1,466,667
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid for:
|
||||||||
Income taxes
|
$
|
-
|
$
|
-
|
||||
Interest
|
$
|
-
|
$
|
20,083
|
Number of
Options
|
Weighted
Average
Exercise Price
|
Contractual Life
in Years
|
Intrinsic
Value
|
|||||||||||
Outstanding - November 30, 2017
|
2,025,000
|
$
|
0.96
|
1.43
|
||||||||||
Exercisable - November 30, 2017
|
2,025,000
|
$
|
0.96
|
1.43
|
||||||||||
Granted
|
2,615,000
|
$
|
1.08
|
4.52
|
||||||||||
Exercised or Vested
|
-0-
|
|||||||||||||
Cancelled or Expired
|
-0-
|
|||||||||||||
Outstanding - May 31, 2018
|
4,640,000
|
$
|
1.02
|
2.95
|
||||||||||
Exercisable - May 31, 2018
|
3,332,500
|
$
|
1.03
|
2.34
|
$342,067
|
Number of
Warrants
|
Weighted
Average
Exercise Price
|
Contractual Life
in Years
|
Intrinsic
Value
|
|||||||||||
Outstanding – November 30, 2017
|
225,000
|
$
|
1.35
|
1.20
|
||||||||||
Exercisable - November 30, 2017
|
-0-
|
|||||||||||||
Granted
|
-0-
|
|||||||||||||
Exercised or Vested
|
-0-
|
|||||||||||||
Cancelled or Expired
|
-0-
|
|||||||||||||
Outstanding – May 31, 2018
|
225,000
|
$
|
1.35
|
0.70
|
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 May 31, 2018 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, 2017 (“Form 10-K”). Unless otherwise indicated herein, the discussion and analysis contained in this MD&A includes information available to July 16, 2018.
|
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 be 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 unless otherwise noted.
|
Three Months
Ended
|
Three Months
Ended
|
|||||||
May 31, 2018
|
May 31, 2017
|
|||||||
Revenues
|
$
|
1,630,933
|
$
|
11,302
|
||||
Gross Profit
|
$
|
113,621
|
$
|
5,391
|
||||
Operating Expenses
|
$
|
1,028,030
|
$
|
740,474
|
||||
Other Expenses
|
$
|
501,790
|
$
|
304,958
|
||||
Net Loss
|
$
|
1,416,199
|
$
|
1,040,041
|
||||
Add back:
|
||||||||
Interest Expense
|
$
|
520,178
|
$
|
304,958
|
||||
Depreciation
|
$
|
2,096
|
$
|
0
|
||||
Amortization
|
$
|
12,125
|
$
|
75,000
|
||||
EBITDA
|
$ |
(881,800
|
)
|
$
|
(660,083
|
)
|
Three Months
Ended
|
Three Months
Ended
|
|||||||
May 31, 2018
|
May 31, 2017
|
|||||||
Professional Fees
|
$
|
83,637
|
$
|
44,446
|
||||
General & Administrative Expenses
|
$
|
739,461
|
$
|
394,692
|
||||
Marketing, Selling & Warehousing Expenses
|
$
|
97,448
|
$
|
170,498
|
||||
Management Salary
|
$
|
25,500
|
$
|
21,000
|
||||
Director's Fees
|
$
|
22,500
|
$
|
21,000
|
||||
Rent
|
$
|
59,484
|
$
|
2,588
|
||||
Royalty
|
$
|
0
|
$
|
86,250
|
Six Months
Ended
|
Six Months
Ended
|
|||||||
May 31, 2018
|
May 31, 2017
|
|||||||
Revenues
|
$
|
3,492,633
|
$
|
27,989
|
||||
Gross Profit
|
$
|
170,526
|
$
|
12,873
|
||||
Operating Expenses
|
$
|
2,672,171
|
$
|
1,466,673
|
||||
Other Expenses
|
$
|
965,378
|
$
|
558,690
|
||||
Net Loss
|
$
|
3,467,023
|
$
|
2,012,490
|
||||
Add back:
|
||||||||
Interest Expense
|
$
|
999,128
|
$
|
558,690
|
||||
Depreciation
|
$
|
4,191
|
$
|
0
|
||||
Amortization
|
$
|
24,250
|
$
|
150,000
|
||||
EBITDA
|
$ |
(2,439,454
|
) |
$
|
(1,303,800
|
) |
Six Months
Ended
|
Six Months
Ended
|
|||||||
May 31, 2018
|
May 31, 2017
|
|||||||
Professional Fees
|
$
|
122,160
|
$
|
92,178
|
||||
General & Administrative Expenses
|
$
|
2,156,726
|
$
|
820,206
|
||||
Marketing, Selling & Warehousing Expenses
|
$
|
205,794
|
$
|
295,277
|
||||
Management Salary
|
$
|
51,500
|
$
|
42,000
|
||||
Director's Fees
|
$
|
45,000
|
$
|
42,000
|
||||
Rent
|
$
|
62,241
|
$
|
4,595
|
||||
Royalty
|
$
|
28,750
|
$
|
170,417
|
May 31, 2018
|
May 31, 2017
|
|||||||
Cash and cash equivalents
|
$
|
2,030,507
|
$
|
3,143,788
|
||||
Total assets
|
$
|
6,099,556
|
$
|
5,714,774
|
||||
Total liabilities
|
$
|
14,116,296
|
$
|
11,688,569
|
||||
Stockholders' (deficit)
|
$
|
(8,016,740
|
)
|
$
|
(5,973,795
|
)
|
·
|
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.
|
·
|
To execute a multi-tier brand, supply-chain and innovation strategy to drive revenue;
|
·
|
To aggressively manage an asset light business model to drive our low cost platform; and
|
·
|
To drive disciplines leading to increased investor awareness and ability to finance and govern growing operations.
|
Exhibit No.
|
Description
|
|
3.1
|
Articles of Incorporation*
|
|
3.2
|
Bylaws*
|
|
31.1
|
Sec. 302 Certification of Chief Executive Officer
|
|
31.2
|
Sec. 302 Certification of Chief Financial Officer
|
|
32.1
|
Sec. 906 Certification of Chief Executive Officer
|
|
32.2
|
Sec. 906 Certification of Chief Financial Officer
|
|
101
|
Interactive data files pursuant to Rule 405 of Regulation S-T.
|
* |
Document is incorporated by reference and can be found in its entirety in our Registration Statement on Form SB-2, SEC File Number 333-148710, at the Securities and Exchange Commission website at www.sec.gov.
|
July 16, 2018
|
Trident Brands Incorporated
|
|
/s/ Anthony Pallante
|
||
By: Anthony Pallante
|
||
(Chief Executive Officer & Chair of the Board)
|
||
/s/ Mark Holcombe
|
||
By: Mark Holcombe
|
||
(President, CFO & Director)
|
||
/s/ Scott Chapman
|
||
By: Scott Chapman
|
||
(Director)
|
1 Year Trident Brands (CE) Chart |
1 Month Trident Brands (CE) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions