UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2017

Commission file number 000-53707

TRIDENT BRANDS INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Nevada		26-1367322
(State orOther Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

200 South Executive Drive, Suite 101

Brookfield, WI 53005

(Address of Principal Executive Offices & Zip Code)

(262) 789-6689

(Telephone Number)

Resident Agents of Nevada

711 S. Carson Street, Suite 4

Carson City, NV 89701

(Name and Address of Agent for Service)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 90 days. Yes ☑ 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 ☑ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐

(Do not check if a smaller reporting company)

Smaller reporting company ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of March 12, 2018, the registrant had 32,311,887 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market had been established as of March 12, 2018.

TRIDENT BRANDS INCORPORATED

FORM 10-K

For the year ended November 30, 2017

TABLE OF CONTENTS

		Page
Basis of Presentation		3
Forward Looking Statements		3

Part I

Item 1.	Business	6
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	20
Item 2.	Properties	20
Item 3.	Legal Proceedings	20
Item 4.	Mining Safety Disclosures	20

Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	Selected Financial Data	23
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 8.	Financial Statements	27
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	27
Item 9A(T).	Controls and Procedures	27
Item 9B.	Other Information	28

Part III

Item 10.	Directors, Executive Officers and Corporate Governance	29
Item 11.	Executive Compensation	32
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33
Item 13.	Certain Relationships and Related Transactions, and Director Independence	34
Item 14.	Principal Accountant Fees and Services	34

Part IV

Item 15.	Exhibits	35

Basis of Presentation

Except where the context otherwise requires, all references in this Annual Report on Form 10-K for the fiscal year ended November 30, 2017 (“Form 10-K”) 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 $”.

Forward-Looking Statements

This Form 10-K 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, accumulated deficit and insufficient cash resources 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 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;

·	unless we can generate sufficient cash from operations or additional raise 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 their common stock at or above their purchase price if at all, which may result in substantial losses to you;

·	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;

·	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. For a more detailed discussion of the principal factors that could cause actual results to be materially different, you should read our risk factors in Item 1A, Risk Factors, included elsewhere in this report.

Part I

Item 1. Business

Business Description

Trident Brands Incorporated (f/k/a Sandfield Ventures Corp.) was incorporated under the laws of the State of Nevada on November 5, 2007. The Company was initially formed to engage in the acquisition, exploration and development of natural resource properties, but has since transitioned and is now focused on branded consumer products and food ingredients. The Company is in the early growth stage and has commenced commercial activities following a period of organization and development of its business plan.

The Company maintains a compelling portfolio of branded consumer products including nutritional products and supplements under the Everlast®, Brain Armor® and P2N Peak Performance Nutrition brands, and functional food ingredients under the Oceans Omega brand. The Company also provides a range of private label nutritional and supplement products to retailers. These products are focused on the fast growing supplements and nutritional product and heart and brain health categories, supported by an established contract manufacturing, supply chain and research and development infrastructure, and a solid and proactive management team, board of directors and advisors with many years of experience in related categories.

Corporate Legal Structure and Related Matters

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

Trident Sports Nutrition Inc. is 100% owned by Trident Brands and is organized to deliver shelf ready product solutions in the active nutrition and dietary supplement segment to leading retailers for private label and control brand programs.

Brain Armor Inc. is 94.8% owned by Trident Brands and is organized to develop, market and sell a portfolio of DHA supplements under the Brain Armor® brand targeted at the cognitive health and performance segment.

Sports Nutrition Product Inc. (DBA Everlast Nutrition) is 100% owned by Trident Brands and holds an exclusive license to market and sell products in the nutritional food and supplement category under the Everlast® brand.

Trident Brands Canada Ltd. is 100% owned by Trident Brands Incorporated and holds various banking facilities, and licenses associated with the manufacturing, importation and sale of natural health and nutrition products in Canada.

Trident Brands International Ltd. is 100% owned by Trident Brands and was organized to handle the company’s international operations and sub-license trademarks and/or products in 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. 32,311,887 common shares were issued and outstanding as of November 30, 2017 and 32,311,887 as of March 12, 2018.

History and Evolution of Trident Brands

Trident Brands Incorporated was incorporated in the State of Nevada on November 5, 2007 as Sandfield Ventures Corp. Its primary business was resource exploration in that state but after a period of time management of the Company decided to take a new direction for the business and focus on consumer goods with a focus on nutritional products and ingredients. We are currently in the product introduction and commercialization phase of this business focus.

On June 12, 2013 the Board of Directors approved an agreement and plan of merger with a wholly-owned subsidiary called Trident Brands Incorporated. At that point we changed our name from Sandfield Ventures Corp. to Trident Brands Incorporated and Mark Holcombe assumed the role of Chief Executive Officer, President, Secretary and Treasurer.

Following that, on July 9, 2013, our Board of Directors approved a resolution to affect a 4 for 1 forward stock split. Upon effect of the forward split, our authorized capital increased from 75,000,000 to 300,000,000 shares of common stock and correspondingly, our issued and outstanding shares of common stock increased from 7,000,000 to 28,000,000 shares of common stock, all with a par value of $0.001

On August 1, 2013, our directors approved the adoption of our 2013 Stock Option Plan which permits us to issue up to 4,200,000 shares of our common stock to directors, officers, employees and consultants of our company upon the exercise of stock options granted under the 2013 Stock Option Plan.

On December 23, 2013, we signed a 15 year license agreement (including a ten year extension option) with Everlast® World’s Boxing Headquarters Corp., International Brand Management & Licensing, to market and sell products in the nutritional foods and supplements category under the Everlast® brand. This licensing agreement enables us to introduce a portfolio of nutritional products in categories such as supplements and functional foods using this brand mark.

On March 21, 2014, we appointed the following individuals as officers and directors:

·	Donald MacPhee was appointed to our Board of Directors, Chair of the Audit Committee and as a member of the Corporate Governance Committee.

·	Scott Chapman was appointed to our Board of Directors, Chair of the Corporate Governance Committee, member of the Audit Committee and member of the Compensation Committee.

·	Michael Browne was appointed as our President, Chief Financial Officer, Treasurer and Secretary.

·	Peter Salvo was appointed as our Controller.

At the same time Mark Holcombe resigned as Chief Executive Officer, President, Secretary and Treasurer, and was appointed as Chair of the Board of Directors and Chair of the Compensation Committee. Mr. Holcombe's resignation as Chief Executive Officer, President, Secretary and Treasurer was not the result of any disagreement with our Company regarding its operations, policies, practices or otherwise.

On May 5, 2014, we appointed Robert Campbell as a Special Advisor.

Also on May 5, 2014, we granted an aggregate of 2,875,000 stock options to directors, officers, employees and consultants of our company pursuant to our 2013 Stock Plan. The stock options are exercisable for five years from the date of grant at exercise prices of $0.75 per share for shares vesting 12 months from the date of issuance, $1.00 per share for shares vesting 24 months from the date of issuance and $1.50 for shares vesting 36 months from the date of issuance.

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 the funds from the transaction in two tranches, $1,800,000 on February 5, 2015 and $500,000 on May 14, 2015. 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. The debentures bear interest at 6% per annum, payable in cash each quarter. We used the net proceeds from this transaction for working capital and general corporate purposes.

On March 1, 2015, we acquired, through a licensing agreement with DSM Nutritional Products LLC (“DNP”), the exclusive global rights to Brain Armor® dietary supplements, a plant-based DHA supplement designed specifically for the needs of athletes. At the same time, a wholly-owned subsidiary, Brain Armor Incorporated was registered to hold the trademark license and all costs and revenue associated with commercial development of the Brain Armor® brand. As per the agreement, DNP shall be the sole source of the Company's omega-3 oil requirements which will be DNP's life's DHATM oil and will supply the soft gel capsules in finished form to us. In order to maintain exclusivity to the license, we are required to meet certain targets with respect to product launches and sales volume. Also under the terms of the agreement we have the opportunity to exercise an option to purchase the Brain Armor(R) dietary supplement brand. The term of the Agreement and the license rights is for five (5) years and shall be subject to successive one (1) year automatic renewal periods, assuming all performance milestones have been met.

On June 29, 2015, we appointed Dr. Neilank K. Jha, MD, FRCS (C) as a Special Advisor to its Brain Armor® subsidiary. On September 29, 2015 the Board of Directors of Brain Armor Inc. allotted 100,000 shares of common stock representing 10% of the issued and outstanding capital of Brain Armor Inc. to KONKUSSION Inc., a company controlled by Dr. Jha. Dr. Jha is a board certified Neurosurgeon FRCS(C) and a fellowship trained Spine Surgeon. With the issuance of Brain Armor shares to Trident on December 1, 2017 to settle an inter-company debt, Dr. Neilank K. Jha’s ownership of Brain Armor is now 3.39%

On November 1, 2015, we entered into a consulting agreement with Dr. Julian Bailes wherein Dr. Bailes has agreed to provide consulting services as a Special Advisor to our Company and/or our subsidiary, Brain Armor Inc. for a period of 12 months. Pursuant to the consulting agreement, we agreed to issue to Dr. Bailes 5% of the issued and outstanding shares of Brain Armor Inc. effective November 30, 2015. Dr. Bailes is a nationally recognized leader in the field of neurosurgery and conducts research on the impact of brain injury on neurological function. Dr. Bailes is the Chairman of the Department of Neurosurgery at North Shore University Health System, Co-Director of the North Shore Neurological Institute, and a Clinical Professor of Neurosurgery at the University of Chicago Pritzker School of Medicine. The Company is working with Dr. Bailes to research and develop line extensions and new products that support cognitive health and performance under the Brain Armor® brand. With the issuance of Brain Armor shares to Trident on December 1, 2017 to settle an inter-company debt, Dr. Julian Bailes ownership of Brain Armor is now 1.79%.

On November 30, 2015, Michael Browne signed a service contract with the company to serve as Brand Director of Trident Brands Inc. At that time his stock options were amended from a total of 1,125,000 which were issued May 5, 2014 to 625,000.

On January 28, 2016, we issued 3,000,000 common shares pursuant to a Deed of Assignment dated effective January 20, 2015 among our Company, Oceans Omega LLC, and the assignor 2298107 Ontario Inc., pursuant to which the assignor assigned to our Company the assignor’s non-exclusive rights to purchase, market, sell and distribute certain Omega 3 nutritional emulsions produced by Oceans Omega LLC to the food and beverage industries and exclusive rights to purchase, market, sell and distribute to the global meat industry.

proceeds from the $4,100,000 secured promissory 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 price per share 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.

Also on September 26, 2016, we entered into a Convertible Promissory Note Amendment Agreement with the same non-US institutional investor whereby we agreed to extend the maturity date and interest payable on $2,300,000 of senior secured convertible debentures which were initially funded on February 5, 2015 and on May 14, 2015. Under the terms of the amendment the maturity date of the notes were extended through September 30, 2019 and the 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 $0.71 per share.

Key Developments in Fiscal 2017 and Fiscal 2018 to the Date of this Report

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 $100,000 deposit paid to The Activation Group upon execution of the LOI, and $100,000 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. The negotiations are still ongoing.

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.

On September 12, 2017 the Company entered into a note purchase agreement with Fengate Trident LP ("Fengate") pursuant to which, in consideration for the issuance of 811,887 of our common shares to Fengate, we purchased outstanding secured convertible promissory notes of Mycell Technologies LLC ("Mycell") having an aggregate balance due and payable of $511,141 in principal and $94,526 in interest accrued as at September 12, 2017. The purchased notes, which were originally issued to LPF (MCTECH) Investment Corp. on January 22, 2016, February 5, 2016, and May 19, 2016, bear simple interest on unpaid principal at the rate of ten percent per annum. The outstanding principal and accrued interest is convertible at the option of the note holder into securities of Mycell. We issued the 811,887 common shares to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.

Also on September 12, 2017 we entered into a Share Purchase Agreement dated September 6, 2017 among our wholly owned subsidiary, Trident Brands International Ltd. (“Trident International”), a Bahamas corporation, StreamPak Ltd. (“StreamPak”), an Anguilla corporation, and the sole shareholder of StreamPak, pursuant to which, in consideration for the payment of $125,000 in cash and 500,000 of our common shares, Trident International purchased 100% of the issued and outstanding common shares of StreamPak. As a result of the share purchase StreamPak became a wholly owned subsidiary of Trident International. We issued the 500,000 common shares to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.

On December 6, 2017 Mr. Michael Browne resigned as Chief Financial Officer and Treasurer of the Company. Mr. Browne’s resignation did not result from any disagreement with the Company regarding our operations, policies, practices, or otherwise. In light of the resignation, Mark Holcombe, our President and Director, was appointed to serve as Chief Financial Officer.

On December 1, 2017 our Board of Directors appointed Mr. Brian Rola as Vice-President of Trident and General Manager of our wholly owned subsidiary, Trident Sports Nutrition Inc., and Mr. Nick Pili as Vice-President of Trident and General Manager of our wholly owned subsidiary, Brain Armor Inc.

During fiscal 2016 and 2017, Trident advanced approximately $478,539 and $886,999, respectively, in working capital loans with an interest rate of 6% per annum to its 85% owned and controlled subsidiary, Brain Armor Inc. As at December 1st 2017 Brain Armor owed an aggregate of approximately $1,394,251 to the Company in respect of the advances. On December 1, 2017, the boards of directors of Trident and Brain Armor approved the settlement of the inter-company debt by the issuance to Trident of 1,859,001 common shares of Brain Armor at the price of $0.75 per share. As a result of the settlement, Trident now owns approximately 94.82% of Brain Armor’s issued and outstanding securities.

On December 6, 2017, our Board of Directors authorized the issuance to its members and management stock options to purchase up to 2,615,000 share of our common stock. 1,307,500 of the options vest upon issuance and are exercisable for up to five years at $0.85 per share, while the remaining 1,307,500 will vest 12 months following issuance and be exercisable for up to five years at $1.00 per share. The Options were issued pursuant to the Company’s 2013 Stock Option Plan, which was registered with the Securities and Exchange Commission on Form S-8 in January, 2015. The 2013 Stock Option Plan authorizes Trident to issue incentive and non-qualified stock options to employees and consultants of the Company to purchase a number of shares not to exceed 15% of the Company’s currently issued and outstanding securities.

Also on December 6, 2017, the Board of Directors authorized the issuance of 250,000 stock options to Sanitas, LLC, a consultant and founding shareholder of Brain Armor. The options vest immediately and are exercisable for a period of five (5) years to purchase common shares of Brain armor at $0.75 per share. The options were issued to one US person, relying on Rule 506 under Regulation D and/or Section 4(2) of the Securities Act of 1933.

Business Objectives and Strategies

Our business brings together many years of seasoned expertise in branded consumer products, supply chain, product development and corporate finance. Our team has experience in developing and commercializing consumer products, in both global companies and specialty markets.

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.

Ongoing business investment has resulted in significant revenue growth and progress against corporate objectives. We expect revenues and associated margins to increase as we continue to commercialize segments and products within our portfolio. Specifically, Brain Armor®, P2N Peak Performance Nutrition and private label product lines have demonstrated solid potential in the markets where they compete leading to significant revenue growth. 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 in 2018 both through external customer product development and also internally via potential Brain Armor® line extensions. Further research and development investment is also expected to entrench our position in the market and contribute to current platforms and incremental business potential.

Our purpose is to apply these capabilities in starting new product lines with specific competitive advantage. Our product development is focused on:

·	Extending established brands with existing equity that can be leveraged;

·	Delivering consumer benefit with unique technology or intellectual properties; and

·	Targeting dynamic growth segments.

Coupled with strategic capital investment, our focus is on investments within the fast growing nutritional product and functional food segments/sectors. Our goal is to provide our shareholders with outstanding ROI through a portfolio of branded platforms via an asset light business model when and where appropriate.

As part of our long-term strategy we are targeting the following growth opportunities:

·	Brand licenses in fast growing categories;

·	Consumer goods with focus on supplements, functional foods & beverages;

·	Life science technology that has applications in consumer products with a focus on nutritional, brain and heart health products; and

·	Intellectual property and/or licenses in recognized brand platforms.

In addition to investments in brands and technology, we will seek to acquire positions in businesses to support our strategy through the use of common and/or preferred equity, senior secured, unsecured, and convertible debt in organizations who meet our investment goals. Through our management and directors vast expertise in both the consumer branded segment and strategic investment experience, we seek to provide our shareholders a sound return on their investment.

The Company’s strategic objective is to:

·	Build and grow strategic brands organically;

·	Make strategic investments in high growth companies;

·	Develop and then merge brands/business lines into larger multi-national Companies; and

·	Mitigate risk by creating a diverse portfolio of brands/operations in the growth sectors listed above.

Brands

Brain Armor®

In March 2015, we acquired, through a licensing agreement, the exclusive global rights to Brain Armor®, a plant-based Omega-3 dietary supplement designed to improve cognitive health and well-being on every field of play. Brain Armor® helps optimize cognitive, visual and cardiovascular performance by supplying a meaningful amount of DHA, an important Omega-3 clinically proven to support brain, eye and heart health.

P2N Peak Performance Nutrition^TM

In October 2017, Trident Sports Nutrition developed the P2N Peak Performance Nutrition brand as a control label range for a leading US eCommerce customer. The P2N brand encompasses a full-range of sports nutrition items delivering high quality ingredients and proven formulas to support consumer fitness objectives.

Everlast®

We have a long term license, with a 10 year extension option, to market and sell products in the nutritional foods and supplements category under the Everlast® brand. The US Dietary Supplement Segment continues to experience dynamic growth driven by favorable demographic trends, increased media coverage of dietary issues and greater emphasis on preventive health/wellness practices in the healthcare industry, and the Everlast® line of products are designed to capitalize on this dynamic.

Oceans Omega

In January 2016 we obtained the rights to purchase, market, sell and distribute certain patented Omega 3 products produced by Oceans Omega LLC. The products have application as a functional food ingredient and include breakthrough technology for omega 3 fortification of food and beverages.

Product Supply

We procure our products utilizing a series of ingredient suppliers and strategic contract manufacturers. All suppliers are pre-qualified and must meet our stringent quality and performance standards.

All novel product formulations and flavor systems are proprietary and formulated in-house by our Chief Science Officer.

Competition

We compete in the highly competitive branded nutritional products and functional foods market segments. These markets are highly competitive with many companies, large and small, competing for market share. The nutritional products 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 and cost competitive products, and the equity in our brands, we believe we will be able to gain market share in rapidly growing markets.

Compliance with Government Regulation

Our operations, supply chain and products are subject to a wide range of governmental regulations and policies in various regions where we operate, including the U.S. and Canada. These laws, regulations and policies are implemented, as applicable in each jurisdiction, on the national, federal, state, provincial and local levels. We believe we have processes and systems in place throughout our supply chain to meet the requirements of these regulations.

Patents, Trademarks, Franchises, Concessions, Royalty Agreements, or Labor Contracts

As of December 1, 2017 the following trademarks have been registered or applications filed on behalf of Trident Brands Incorporated or operating subsidiaries of Trident Brands Incorporated:

Country

Title

Device

Official No.

Application

Date

Case Status

Owner

Australia

BRAIN ARMOR

1818703

04-Jan-2017

Registered

Brain Armor Inc.

Canada

BRAIN ARMOR

Logo

1,870,806

01-Dec-2017

Application Filed

Brain Armor Inc.

China

BRAIN ARMOR

22604683

13-Jan-2017

Application Filed

Brain Armor Inc.

China

BRAIN ARMOR

22909187

23-Feb-2017

Application Filed

Brain Armor Inc.

China

BRAIN ARMOR

in Chinese

Characters

22741430

25-Jan-2017

Awaiting

Further Action

or Approval

Brain Armor Inc.

China

BRAIN ARMOR

in Chinese

Characters

22741429

25-Jan-2017

Awaiting

Further Action

or Approval

Brain Armor Inc.

European Union Trademark

BRAIN ARMOR

016227605

04-Jan-2017

Application Filed

Brain Armor Inc.

U.S.A.

BRAIN ARMOR

FOCUS FIX

87/644,654

13-Oct-2017

Official Action

Received

Brain Armor Inc.

U.S.A.

BRAIN ARMOR

Logo

87/705,173

01-Dec-2017

Official Action

Received

Brain Armor Inc.

U.S.A.

FOCUS FIX

87/644,666

13-Oct-2017

Official Action

Received

Brain Armor Inc.

United Kingdom

BRAIN ARMOR

UK00003204840

04-Jan-2017

Registered

Brain Armor Inc.

U.S.A.

P2N PEAK

PERFORMANCE

NUTRITION

87/626,644

28-Sep-2017

Official Action

Received

Trident Brands Incorporated

U.S.A.

P2N PEAK

PERFORMANCE

NUTRITION &

Design

87/626,631

28-Sep-2017

Official Action

Received

Trident Brands Incorporated

U.S.A.

WELLGEL

87/672,915

06-Nov-2017

Application Filed

Trident Brands Incorporated

Bahamas

BAHAMIAN RAIN

42002

15-Aug-2017

Application Filed

Trident Brands International Ltd.

Bahamas

CARIBBEAN

RAIN

42003

15-Aug-2017

Application Filed

Trident Brands International Ltd.

Bahamas

EVOLUTION2

28-Aug-2017

Application Filed

Trident Brands International Ltd.

Bahamas

LOTTERY

WATER

10-Nov-2017

Application Filed

Trident Brands International Ltd.

Bahamas

LOTTO

WATER

10-Nov-2017

Application Filed

Trident Brands International Ltd.

Haiti

LOTTERY

WATER

1290-M

15-Nov-2017

Application Filed

Trident Brands International Ltd.

Haiti

LOTTO

WATER

1292-M

15-Nov-2017

Application Filed

Trident Brands International Ltd.

U.S.A.

BAHAMIAN

RAIN

87/562,266

09-Aug-2017

Application

Advertised

Trident Brands International Ltd.

U.S.A.

CARIBBEAN

RAIN

87/562,264

09-Aug-2017

Application

Advertised

Trident Brands International Ltd.

Human Resources, Contract Service Providers, Employees

We operate our business via resources that provide services to the Company on a contractual basis. We feel this is most prudent as we can cost effectively meet our needs and leverage capabilities of talented individuals without employing on a full time basis. As the business grows we expect to add a number of full-time employees. We presently do not have pension, health, annuity, insurance, profit sharing or similar benefit plans; however, we may adopt such plans in the future. Except for our stock option plan, there are presently no personal benefits available to our officers and directors.

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. Risk Factors

RISKS RELATED TO OUR BUSINESS

You should carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to our securities. The statements contained in or incorporated into this current report on Form 10-K that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occur, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

We have a limited operating history with significant losses and expect losses to continue for the foreseeable future.

We have yet to establish a history of profitable operations and, as at November 30, 2017, have an accumulated deficit of $13,751,420, realized since our inception on November 5, 2007. In the prior years we have generated only nominal revenues since our inception and thus have incurred operating losses. Our profitability will require the successful commercialization and sales of our planned products at acceptable margins. We may not be able to successfully achieve any of these requirements or ever become profitable.

We could face intense competition, which could result in lower revenues and higher expenditures and could adversely affect our results of operations.

Unless we keep pace with changing market demands, we could lose existing customers and more importantly fail to win new and retain any future customers. In order to compete effectively in the food and nutritional products industry, we must continually design, develop implement and market new and/or enhanced products and strategies. Our future success will depend, in part, upon our ability to address the changing and sophisticated needs of the marketplace. Our strategy of expanding our food and nutrition business may not be successful and could adversely affect our business operations and financial condition.

Further, our plan to pursue sales of our product in international markets may be limited by risks related to conditions in such markets.

We are governed by only three persons serving as directors and two of them act as officers of the company which may lead to faulty corporate governance.

Currently our board includes only one independent director and as a result not all of our committees are independent. This could lead to less than preferable governance practices due to this lack of total independence.

We must attract and maintain key personnel or our business may fail.

Success depends on the acquisition of key personnel. We will have to compete with other companies both within and outside the food and nutritional products industry to recruit and retain competent employees and contract resources. If we cannot maintain qualified resources to meet the needs of our anticipated growth, this could have a material adverse effect on our business and financial condition.

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

Our business may experience periods of rapid change and/or growth that could place significant demands on our personnel, operating and financial resources. To manage possible growth and change, we must continue to locate skilled professionals in the food and nutritional products industries and adequate funds in a timely manner.

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.

There can be no assurance that we will ever operate profitably. We have a limited operating history. Our success is significantly dependent on the successful marketing and sales of our food and nutritional products, which cannot be guaranteed. Our operations will be subject to all the risks inherent in the uncertainties arising from the absence of a significant operating history. We may be unable profitably sell our food and nutritional products and thus operate on a profitable basis. Potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

If our intellectual property is not adequately protected, then we may not be able to compete effectively and we may not be profitable.

Our commercial success may depend, in part, on obtaining and maintaining patent protection, trade secret protection and regulatory protection of our technologies and products as well as successfully defending third-party challenges to such technologies and products. We will be able to protect our technologies and product from use by third parties only to the extent that valid and enforceable patents, trade secrets or regulatory protection cover them and we have exclusive rights to use them. The ability of our licensors, collaborators and suppliers to maintain their patent rights against third-party challenges to their validity, scope or enforceability will also play an important role in determining our future.

The patent positions of technology related companies can be highly uncertain and involve complex legal and factual questions that include unresolved principles and issues. No consistent policy regarding the breadth of claims allowed regarding such companies’ patents has emerged to date in the United States, and the patent situation outside the United States is even more uncertain. Changes in either the patent laws or in interpretations of patent laws in the United States or other countries may diminish the value of our intellectual property. Accordingly, we cannot predict with any certainty the range of claims that may be allowed or enforced concerning our patents.

We may also rely on trade secrets to protect our technologies, especially where we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. While we seek to protect confidential information, in part, through confidentiality agreements with our employees, consultants and scientific and other advisors, they may unintentionally or willfully disclose our information to competitors. Enforcing a claim against a third party related to the illegal acquisition and use of trade secrets can be expensive and time consuming, and the outcome is often unpredictable. If we are not able to maintain patent or trade secret protection on our technologies and products, then we may not be able to exclude competitors from developing or marketing competing products, and we may not be able to operate profitability.

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.

There has been, and we believe that there will continue to be, significant litigation and demands for licenses in our industry regarding patent and other intellectual property rights. Although we anticipate having a valid defense to any allegation that our current products, production methods and other activities infringe the valid and enforceable intellectual property rights of any third parties, we cannot be certain that a third party will not challenge our position in the future. Other parties may own patent rights that we might infringe with our products or other activities, and our competitors or other patent holders may assert that our products and the methods we employ are covered by their patents. These parties could bring claims against us that would cause us to incur substantial litigation expenses and, if successful, may require us to pay substantial damages. Some of our potential competitors may be better able to sustain the costs of complex patent litigation, and depending on the circumstances, we could be forced to stop or delay our research, development, manufacturing or sales activities. The impact of this 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.

Our success and ability to compete depends to a significant degree on our licenses and the ability to use our food and nutritional products. If any of our competitor’s copies or otherwise gains access to any of our competitive advantages or develops similar products independently, our ability to compete would be negatively impacted.

We also consider our assigned trademarks invaluable to our ability to continue to develop and maintain the goodwill and recognition associated with our brands. These and any other measures that we may take to protect our intellectual property rights, which presently are based upon a combination of copyright, trade secret and trademark laws, may not be adequate to prevent their unauthorized use.

Further, the laws of foreign countries may provide inadequate protection of such intellectual property rights. We may need to bring legal claims to enforce or protect such intellectual property rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources. In addition, notwithstanding any rights we have secured in our intellectual property, other persons may bring claims against us that we have infringed on their intellectual property rights, including claims based upon the content we license from third parties or claims that our intellectual property right interests are not valid. Any claims against us, with or without merit, could be time consuming and costly to defend or litigate, divert our attention and resources, result in the loss of goodwill associated with our service marks or require us to make changes to our website or other of our technologies.

If we fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources may be strained.

As we proceed with the commercialization of our portfolio, we expect to experience significant and rapid growth in the scope and complexity of our business. We will need to add resources to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting functions. We will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition.

Our services may become obsolete and unmarketable if we are unable to respond adequately to rapidly changing technology and customer demands.

Our industry is characterized by rapid changes in market demands. As a result, our products may quickly become obsolete and unmarketable. Our future success will depend on our ability to adapt to and anticipate market demands, develop new products and enhance our current products on a timely and cost-effective basis. Further, our products must remain competitive with those of other companies with substantially greater resources. We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, we may not be able to adapt new or enhanced services to comply with emerging industry or governmental standards.

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.

Our business is subject to changing consumer trends and preferences. Our success depends on our ability to anticipate and respond to these changes, and we may not respond in a timely or commercially appropriate manner to such changes. The nutritional supplement industry is characterized by rapid and frequent changes in demand new product introductions and enhancements. Our failure to predict these trends could negatively impact consumer opinion of our products and thus commercial success.

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.

The business of marketing of food and nutritional products is highly competitive and sensitive to the introduction of new products, including various prescription drugs, which may rapidly capture a significant share of the market. These market segments include numerous manufacturers, distributors, marketers, retailers and physicians that actively compete for the business of consumers. We must continually adapt to marketplace demands in order to avoid negatively impacting our results.

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

The formulation, manufacturing, packaging, labeling, distribution, advertising, licensing, sale and storage of our products are affected by laws and governmental regulations.

New regulations or changes in the interpretations of existing regulations may result in significant compliance costs or discontinuation of product sales and may negatively impact the marketing of our products, resulting in loss of revenues. We are subject to FDA rules for current good manufacturing practices, or GMPs, for the manufacture, packing, labeling and holding of nutritional products distributed in the United States. We have retained supply partners that maintain a comprehensive quality assurance program designed to address these regulations.

If these supply partners fail to comply with the GMPs and regulations, this could negatively impact our reputation and ability to sell products even though we are not directly liable under the GMPs and regulations for such compliance.

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 cannot be assured that our outside contract manufacturers will continuously, reliably supply products to us at the levels of quality, or the quantities, we require, and in compliance with applicable laws, including under the FDA’s GMP regulations. Additionally, while we are not presently aware of any current liquidity issues with our suppliers, we cannot be assured we will not experience financial hardship or capacity constraints in future that could interrupt supply and thus our ability to profitably market our products.

We may incur material product liability claims, which could increase our costs and harm our financial condition and operating results.

We rely upon published and unpublished safety information including clinical studies on ingredients used in our products. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. As a marketer of dietary and nutritional supplements and other products that are ingested by consumers or applied to their bodies, we may be subjected to various product liability claims, including that the products contain contaminants, the products include inadequate instructions as to their uses, or the products include inadequate warnings concerning side effects and interactions with other substances. It is possible that widespread product liability claims could increase our costs, and adversely affect our revenues and operating income. Moreover, liability claims arising from a serious adverse event may increase our costs through higher insurance premiums and deductibles, and may make it more difficult to secure adequate insurance coverage in the future.

Our customers generally are not obligated to continue purchasing products from us

Many of our customers buy from us under purchase orders, and we generally do not have long-term agreements with or commitments from these customers for the purchase of products. We cannot provide assurance that our customers will maintain or increase their sales volumes or orders for the products supplied by us or that we will be able to maintain or add to our existing customer base. Decreases in our customers’ sales volumes or orders for products supplied by us may have a material adverse effect on our business, financial condition or results of operations.

If we do not manage our supply chain effectively, our operating results may be adversely affected

Our supply chain is complex. We rely on suppliers for our raw materials and for the manufacturing, processing, packaging and distribution of many of our products. The inability of any of these suppliers to deliver or perform for us in a timely or cost-effective manner could cause our operating costs to rise and our margins to fall. We must continuously monitor our inventory and product mix against forecasted demand or risk having inadequate supplies to meet consumer demand as well as having too much inventory that may reach its expiration date. If we are unable to manage our supply chain efficiently and ensure that our products are available to meet consumer demand, our operating costs could increase and our margins could fall.

RISKS RELATING TO OWNERSHIP OF OUR SECURITIES

Our stock price may be volatile, which may result in losses to our shareholders.

The stock markets have experienced significant price and trading volume fluctuations, and the market prices of companies listed on the OTCQB quotation system in which shares of our common stock are listed, have been volatile in the past and have experienced sharp share price and trading volume changes. The trading price of our common stock is likely to be volatile and could fluctuate widely in response to many factors, including the following, some of which are beyond our control:

·	variations in our operating results;

·	changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;

·	changes in operating and stock price performance of other companies in our industry;

·	additions or departures of key personnel; and

·	future sales of our common stock.

Domestic and international stock markets often experience significant price and volume fluctuations. These fluctuations, as well as general economic and political conditions unrelated to our performance, may adversely affect the price of our common stock.

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

We cannot predict the extent to which an active public market for trading our common stock will be sustained. Our shares have historically been sporadically or “thinly-traded” meaning that the number of persons interested in purchasing our common shares at or near bid prices at certain given time may be relatively small or non-existent.

This situation is attributable to a number of factors, including the fact that we are a small company in its development phase which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community who generate or influence sales volume. Even if we came to the attention of such persons, those persons may be reluctant to follow, purchase, or recommend the purchase of shares of an unproven company such as ours until such time as we become more seasoned and viable. As a consequence, there may be periods of several

days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous trades without an adverse effect on share price. We cannot be assured that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.

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 your purchase price if at all, which may result in substantial losses to you.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stock/over the counter stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The occurrence of these patterns or practices could increase the volatility of our share price and there can be no assurance that our shares could not be impacted by these practices.

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 presently do not anticipate that we will pay dividends on any of our common stock in the foreseeable future. If payment of dividends does occur at some point in the future, it would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any common stock dividends will be within the discretion of our Board of Directors. We presently intend to retain all earnings to implement our business plan; accordingly, we do not anticipate the declaration of any dividends for common stock in the foreseeable future.

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.

Our common stock is currently quoted on the OTCQB. We must comply with numerous NASDAQ MarketPlace rules in order to maintain the listing of our common stock on the OTCQB. There can be no assurance that we can continue to meet the requirements to maintain the quotation on the OTCQB listing of our common stock. If we are unable to maintain our listing on the OTCQB, the market liquidity of our common stock may be severely limited.

Volatility in our common share price may subject us to securities litigation.

The market for our common stock is characterized by significant price volatility as compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources and impact our ability to operate as a going concern.

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.

Our Articles of Incorporation contains a specific provision that eliminates the liability of our directors and officers for monetary damages to our company and shareholders. Further, we are prepared to give such indemnification to our directors and officers to the extent provided for by Nevada law. We may also have contractual indemnification obligations under our employment agreements with our officers. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against

directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and shareholders.

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.

Because our common stock is publicly traded, we are subject to certain rules and regulations of federal, state and financial market exchange entities charged with the protection of investors and the oversight of companies whose securities are publicly traded. These entities, including the Public Company Accounting Oversight Board, the SEC and FINRA, have issued requirements and regulations and continue to develop additional regulations and requirements in response to corporate scandals and laws enacted by Congress, most notably the Sarbanes-Oxley Act of 2002. Our efforts to comply with these regulations have resulted in, and are likely to continue resulting in, increased general and administrative expenses and diversion of management time and attention from revenue-generating activities to compliance activities. Because new and modified laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We do not currently own any property and we currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.

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. Mining Safety Disclosures

None.

Part II

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 OTCQB 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, 2017, we had 32,311,887 Shares of $0.001 par value common stock issued and outstanding held by 48 shareholders of record.

Of the 32,311,887 shares of common stock outstanding as of November 30, 2017, 8,441,724 shares are owned by Anthony Pallante, CEO 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 Action 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 our 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

As of November 30, 2017, we have issued the following securities under our 2013 Stock Option Plan:

	Name and Position	Number of Options		Date of Grant	Exercise price		Expiration	Vesting from date of Grant

1.	Michael Browne (former President, CFO, Treasurer and Secretary), Brand Director		375,000 125,000 125,000	May 5, 2014 Nov 30, 2015 Nov 30, 2015	$	0.75 $1.00 $1.50	May 5, 2019 May 5, 2019 May 5, 2019	12 months August 2016 August 2017

2.	Donald MacPhee (former President & CEO, Director, Chair of the Audit Committee and member of the Corporate Governance Committee)		100,000 100,000 100,000	May 5, 2014 May 5, 2014 May 5, 2014	$	0.75 $1.00 $1.50	May 5, 2019 May 5, 2019 May 5, 2019	12 months 24 months 36 months

3.	Scott Chapman Director, Chair of Corporate Governance Committee		100,000 100,000 100,000	May 5, 2014 May 5, 2014 May 5, 2014	$	0.75 $1.00 $1.50	May 5, 2019 May 5, 2019 May 5, 2019	12 months 24 months 36 months

4.	Mark Holcombe President, CFO, Director, Chairman of the Compensation Committee		100,000 100,000 100,000	May 5, 2014 May 5, 2014 May 5, 2014	$	0.75 $1.00 $1.50	May 5, 2019 May 5, 2019 May 5, 2019	12 months 24 months 36 months

5.	Peter Salvo Controller		50,000 50,000 50,000	May 5, 2014 May 5, 2014 May 5, 2014	$	0.75 $1.00 $1.50	May 5, 2019 May 5, 2019 May 5, 2019	12 months 24 months 36 months

6.	Robert Campbell Special Advisor		116,666 116,666 116,667	May 5, 2014 May 5, 2014 May 5, 2014	$	0.75 $1.00 $1.50	May 5, 2019 May 5, 2019 May 5, 2019	12 months 24 months 36 months

	Total:		2,025,000

Section 16(a)

Based solely upon a review of Forms 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, 2017.

Item 6. Selected Financial Data

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

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Financial Information

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) section provides analysis of our operations and financial position for the fiscal year ended November 30, 2017 and includes information available to March 12, 2018, unless otherwise indicated herein. It is supplementary information and should be read in conjunction with the Consolidated Financial Statements included elsewhere in this report.

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”, or 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 this Form 10-K.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“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 our 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 following are the accounting estimates which we believe to be most important to our business.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at their original invoice amounts. We regularly review collectability and establish an allowance for uncollectible amounts as necessary.

Inventory

Inventories are stated at the lower of cost or net realizable value. Cost is principally determined using the first-in, first-out (FIFO) method. We regularly review inventory for obsolete and slow moving inventory and write it off as necessary.

Long-Lived Assets

We review our long-lived assets, to include intangible assets subject to amortization, for recoverability whenever events or changes in circumstances indicate that the carrying amount of such long-lived asset or group of long-lived assets (collectively referred to as "the asset") may not be recoverable. Such circumstances include, but are not limited to:

·	a significant decrease in the market price of the asset;

·	a significant change in the extent or manner in which the asset is being used;

·	a significant change in the business climate that could affect the value of the asset;

·	a current period loss combined with projection of continuing loss associated with use of the asset; and

·	a current expectation that, more likely than not, the asset will be sold or otherwise disposed of before the end of its previously estimated useful life.

We continually evaluate whether such events and circumstances have occurred. When such events or circumstances exist, the recoverability of the asset's carrying value shall be determined by estimating the undiscounted future cash flows (cash inflows less associated cash outflows) that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset. To date, no such impairment has occurred. To the extent such events or circumstances occur that could affect the recoverability of our long-lived assets, we may incur charges for impairment in the future.

Revenue Recognition

The Company records revenue when all of the following criteria are met: a) persuasive evidence of an arrangement with the customer exists, b) the price to the customer is fixed and determinable, c) product is shipped or delivery is complete (depending on the terms) and collection probability is reasonably assured.

Cost of Sales

Cost of sales includes the direct purchase cost of the product based on the FIFO method.

Stock-Based Compensation

We maintain a stock incentive plan under which stock options and other stock-based awards may be granted to selected officer, directors and service providers. For grants of stock options, we are required to estimate a number of inputs at each grant date, such as the estimated life of the option, future stock price volatility, and the forfeiture rate used in the Black-Scholes option-pricing model to determine a fair value for the options granted to employees or non-employee directors. Once determined at the grant date, the fair value of the stock option award is recorded over the vesting period of the options granted.

Income Taxes

We are liable for income taxes in jurisdictions where we operate. Our effective tax rate may differ from the statutory tax rate and will vary from year to year primarily as a result of any permanent differences, investment and other tax credits, as well as the provision for income taxes at different rates in various jurisdictions. In making an estimate of our income tax liability, we first assess which items of income and expense are taxable in a particular jurisdiction. This process involves a determination of the amount of taxes currently payable as well as the assessment of the effect of temporary timing differences resulting from different treatment of items for accounting and tax purposes. These differences in the timing of the recognition of income or the deductibility of expenses may result in deferred income tax balances that are recorded as assets or liabilities as the case may be on our balance sheet. We also estimate the amount of valuation allowance to maintain relating to loss carry forwards and other balances that can be used to reduce future taxes payable. We assess the likelihood of the ultimate realization of these tax assets by looking at the relative size of the tax assets in relation to the profitability of the businesses and the jurisdiction to which they can be applied, the number of years based on management’s estimate it will take to use the tax assets and any other special circumstances. Given our history of operating losses we have taken a valuation allowance to offset the potential future value of loss carry-forwards.

Results of Operations for the Fiscal Years Ended November 30, 2017 and November 30, 2016

The following summary of our results of operations should be read in conjunction with our audited financial statements for the fiscal years ended November 30, 2017 and 2016.

Our operating results for twelve month periods ended November 30, 2017 and 2016 are summarized as follows:

	Twelve Months Ended		Twelve Months Ended
	November 30,		November 30,
	2017		2016

Revenues	$	4,743,421	$	168,042
Gross Profit	$	95,399	$	70,304
General & Administrative Expenses	$	3,323,369	$	2,681,358
Impairment Loss	$	2,125,000		-
Other Expenses	$	1,521,211	$	576,073
Net Loss	$	6,874,181	$	3,187,127
EBITDA	$	2,902,637	$	2,336,054

Revenues and Gross Profits

While still in the early stages of commercialization, our revenues increased 2,723% in 2017 to $4,743,421 versus $168,042 in the prior year. Revenue growth was primarily attributed to sales revenue from our Trident Sports Nutrition operating subsidiary associated with a private label supply agreement with a major US-based mass retailer. Gross Profit also increased in 2017 to $95,399 or 2.0% of revenues versus $70,304 or 41.8% of revenues in the prior year. The decline in margin percentage reflects to private label share of revenue in 2017 and associated segment contribution. Average margins should improve significantly with ongoing revenue growth as we optimize supply chain metrics and commercialize higher-value branded and control brand distribution agreements.

Operating Expenses

Our operating expenses for the years ended November 30, 2017 and 2016 are outlined in the table below:


	2017		2016

Professional Fees	$	177,897	$	176,336
General & Administrative Expenses	$	1,964,280	$	1,293,735
Marketing, Selling & Warehousing Expenses	$	647,982	$	768,035
Management Salary	$	90,000	$	50,500
Director's Fees	$	90,000	$	72,000
Rent	$	10,293	$	7,023
Royalty Fees	$	342,917	$	313,729
Impairment Loss	$	2,125,000	$	-

Operating expenses for the year ended November 30, 2017 were $5,448,369 as compared to $2,681,358 for the comparative period in 2016, an increase of 103.2%. The increase in our operating expenses is primarily due to increased general and administrative costs as we invest in the operational infrastructure necessary to build out our organization to support current and future growth.

The Company incurred an impairment loss of $2,125,000 in 2017 as a result of writing off the book value of the Oceans Omega LLC license.

Other Expenses

Other expenses for the year ended November 30, 2017 were $1,521,211 versus $576,073 in the comparative period in 2016, an increase of 164%. 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 2017.

EBITDA

Reported net loss for the year ended November 30, 2017 was $6,874,181 compared to $3,187,127 in the comparative period in 2016. After deducting non-cash amounts of interest, depreciation and amortization including impairment loss, EBITDA for the year ended November 30, 2017 was $2,902,637 compared to $2,336,054 in 2016.

Liquidity and Capital Resources

Our cash and cash equivalents balance at November 30, 2017 was $3,143,788. Management believes the current funds available to the company will be sufficient to fund our operations for the next twelve months from the date the financial statements are issued.

The $200,000 loan plus outstanding interest bearing interest at 10% per annum was repaid in full 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. On May 9, 2017, the Company received the second tranche of funding with proceeds of $4,400,000 for a total investment by the investor of $8,500,000. Under the terms of the securities purchase agreement, the Company has an additional $1,500,000 of available funding. 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 notes 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 and $1,466,667 respectively and which was recognized as debt discount. As of November 30, 2017, $878,740 of debt discount was amortized of which $797,909 was amortized during the current year and $80,831 in the prior year. The unamortized discount is $1,954,594.

Plan of Operation

Cash Requirements

Over the next 12 months we intend to carry on business as a food and nutritional products company. We anticipate that we will incur the following cash operating expenses during this period:

Estimated Funding Required During the Next 12 Months

Expense	Amount ($)

Professional fees		60,000
Consulting/Advisor fees		400,000
Management Salary/Personal Services		1,300,000
Sales, Travel and Marketing		1,500,000
Other general administrative expenses		820,000
Rent		220,000
Total		4,300,000

We will require net funds of approximately $4,300,000 over the next twelve months to operate our business. We do not anticipate the purchase or sale of any plant or significant equipment during the next 12 months.

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. Quantitative and Qualitative Disclosures About Market Risk

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

Item 8. Financial Statements

Our Consolidated Financial Statements required by this item are set forth immediately following the signature page to this Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Financial Disclosure

None.

Item 9A (T). Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, and Board, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the Company

Under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and the principal financial officer, the Company has conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, as of November 30, 2017. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded as of November 30, 2017 that the Company’s disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below in “Management’Internal Control Over Financial Reporting”.

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 November 30, 2017, based on the framework set forth in Internal Control-Integrated Framework (2013) 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 November 30, 2017 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 Financial Expert & Outside Directors on the Company’s Board of Directors: We do not have a financial expert on our audit committee or a fully independent 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 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, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following sets forth information about our directors and executive officers as of the date of this report:

Name	Age	Position

Anthony Pallante⁽¹⁾	60	Chief Executive Officer, Director and Chair of the Board of Directors.

Mark Holcombe⁽²⁾	46	President, CFO, Director and Chair of the Compensation Committee.

Mark Cluett⁽³⁾	47	Chief Operating Officer

Scott Chapman⁽⁴⁾	54	Director, Chair of the Audit Committee and Chair of the Corporate Governance Committee

Peter Salvo⁽⁵⁾	63	VP Finance, Controller and Secretary .

⁽¹⁾	Anthony Pallante was appointed CEO, Director and Chair of the Board of Directors on December 2, 2016.

⁽²⁾	Mark Holcombe was appointed President on December 2, 2016. He was appointed as a Director of our company on November 5, 2007 and served as Chief Executive Officer, President, Secretary and Treasurer through March 21, 2014. He also serves as Chair of the Compensation Committee.

⁽³⁾	Mark Cluett was appointed Chief Operating Officer on February 15, 2017.

⁽⁴⁾	Scott Chapman was appointed as Chair of the Audit Committee on December 2, 2016 and as a Director and Chair of the Governance Committee of our company on March 21, 2014.

⁽⁵⁾	Peter Salvo was appointed as a Controller of our company on March 21, 2014.

Our directors will serve in that capacity until our next annual shareholder meeting or until their successor is elected or appointed and qualified. Officers hold their positions at the will of our Board of Directors. There are no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our affairs.

Anthony Pallante, Chief Executive Officer, Director and Chair of the Board of Directors

Mr. Anthony M. Pallante is the Founder and Principle of Manchester Capital Inc. and has served as its Chairman and Chief Executive Officer for over 25 years. Prior to Manchester Capital, Mr. Pallante served as a Senior Vice President and Officer at Cott Beverages. Prior to Cott, he served as the President and Principle of Exclusive Beverage, the Ontario Royal Crown Cola franchise, which he sold to Cott. He serves as a Member of Business Advisory Board at Mycell Technologies LLC. He holds a Bachelor of Arts from York University in Toronto and is active in various local and community charities.

Mark Holcombe, President, CFO, Director and Chair of the Compensation Committee.

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. Formerly, Mr. Holcombe was 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 New York City 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 Corporation.

Mr. Holcombe holds a B.A. from Colgate University and graduated from the Chemical Bank Corporate Finance Analyst Training Program.

Mark Cluett, Chief Operating Officer

Mark Cluett has spent over two decades reinventing established global brands and positioning startups for growth by organizing diverse teams and aligning effort toward shared objectives. Most recently, he applied these skills in the successful growth of The Activation Group (TAG), a strategic marketing and communications agency. Mr. Cluett founded TAG in 2014 and continues to serve as its president. Prior to founding TAG, he served as a Business Director with Ogilvy, a global advertising agency where he was responsible for a multinational business portfolio and was based out of New York City, Toronto and Montreal. This was preceded by experience as Director of Strategy with 141 Worldwide, a brand activation and marketing agency.

Scott Chapman, Director, Chair of the Corporate Governance Committee and Chair of Audit Committee

Scott Chapman is an investment professional with over 20 years of experience both in Canada and internationally. Mr. Chapman has acted as senior partner with Lines Overseas Management (Bermuda, Bahamas); and in institutional, retail sales with Midland Walwyn (Montreal, Quebec).

Across numerous financial sectors, Mr. Chapman’s responsibilities have included corporate finance, venture capital, institutional and retail sales.

From April 2009 to present, Mr. Chapman has been the owner of Hyperion Management. Hyperion is in the business of venture capital, marketing, corporate governance and sports management.

Mr. Chapman is a native of Montreal, Quebec and holds a BA from Concordia University.

Peter Salvo, Controller and Corporate Secretary

Peter Salvo is a professional accountant with over 25 years of experience in manufacturing, most notably in the automotive industry. Mr. Salvo has served in many capacities, most recently as controller and finance manager with Meritor Suspension Systems Company for 14 years. He has also worked for Rockwell International for 11 years as Manager of Financial Analysis. Mr. Salvo has extensive financial management experience and served as a key member of various management teams.

Mr. Salvo is a Chartered Professional Accountant (CPA), received his Certified Management Accountant designation in 1985 and holds a bachelor degree in commerce from McMaster University.

Executive Management and Board of Directors

Our executive management team represents a significant depth of experience in public companies, food and nutritional products, marketing, and domestic and international business development. The team represents a cross-disciplinary approach to management and business development.

We believe that all of our directors’ respective educational background, operational and business experience give them the qualifications and skills necessary to serve as directors of our company. Our board of directors consists solely of Mr. Pallante, Mr. Holcombe, and Mr. Chapman.

Family Relationships

There are no family relationships between any of our directors and officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended November 30, 2016, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.

Code of Ethics

We have not adopted a code of ethics that applies to our officers, directors and employees. When we do adopt a code of ethics, we will disclose it in a Current Report on Form 8-K.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date

Item 11. Executive Compensation

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary		Bonus		Stock Awards		Option Awards		Non- Equity Incentive Plan Compen- sation		Change in Pension Value and Non- qualified Deferred Compen- sation Earnings		All Other Compen- sation		Total

Anthony Pallante,	2017		0		0		0		0		0		0	$	216,000	$	216,000
Director & CEO	2016		0		0		0		0		0		0	$	12,000	$	12,000

Mark Holcombe,	2017		0		0		0		0		0		0	$	144,000	$	144,000
Director, President	2016		0		0		0		0		0		0	$	121,500	$	121,500
& CFO

Mark Cluett, COO	2017		0		0		0		0		0		0	$	121,000	$	121,000
	2016		0		0		0		0		0		0	$	0	$	0

Scott Chapman,	2017		0		0		0		0		0		0	$	44,000	$	44,000
Director	2016		0		0		0		0		0		0	$	24,000	$	24,000

Michael	2017		0		0		0		0		0		0	$	12,000	$	12,000
Browne,	2016		0		0		0		0		0		0	$	12,000	$	12,000
Brand Director,
(former CFO)

Peter	2017		0		0		0		0		0		0	$	78,000	$	78,000
Salvo,	2016		0		0		0		0		0		0	$	42,000	$	42,000
Controller

Our officers and directors have written service contracts with us. We presently do not have pension, health, annuity, insurance, profit sharing or similar benefit plans; however, we may adopt plans in the future. Except for our stock option plan, of which no options were issued in 2017, there are presently no personal benefits available to our officers and directors.

DIRECTOR COMPENSATION

Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation		Total

Anthony Pallante	$	24,000		0		0		0		0	$	192,000	$	216,000

Mark Holcombe	$	24,000		0		0		0		0	$	120,000	$	144,000

Scott Chapman	$	24,000		0		0		0		0		0	$	24,000

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding beneficial ownership of our common stock as of November 30, 2017 (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group.

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership⁽¹⁾		Percent of Class⁽²⁾

Officers and Directors
Anthony Pallante	Common Stock		8,441,724		26.13	%
Mark Holcombe	Common Stock		500,000		1.55	%
Scott Chapman	Common Stock		400,000		1.24	%
Mark Cluett	Common Stock		52,000		.16	%
All officers and directors as a group	Common stock, $0.001 par value		9,393,724		29.07	%

5%+ Security Holders
2373539 Ontario Inc	Common Stock		3,000,000		9.28	%
Francesca Pallante	Common Stock		3,000,000		9.28	%
Fengate Capital Management Ltd	Common Stock		2,000,000		6.19	%

All 5%+ Security Holders	Common stock, $0.001 par value		8,000,000		24.76	%

⁽¹⁾

Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock.

⁽²⁾

Percentage of shares outstanding is calculated based on total shares outstanding as at March 12, 2018 of 32,311,887. This total does not include outstanding warrants or options of the Company.

Changes in Control

We do not currently have any arrangements which if consummated may result in a change of control of our company.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The following includes a summary of transactions since the beginning of the November 30, 2017 fiscal year, or any currently proposed transaction, in which our company was or is to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

Mark Holcombe

Our company rents office space from Mr. Holcombe for $750 per month.

Promoters and Certain Control Persons

Mark Holcombe, who is one of three directors of our company, was our only promoter in the past five fiscal years. Mr. Holcombe has not received, nor will he receive, anything of value from us, directly or indirectly in his capacity as promoter. However, he holds 500,000 or approximately 1.55% of our issued and outstanding common shares. Additionally, Mr. Holcombe receives fees for his service on our Board of Directors plus fees as a contracted service provider for the Company. As of November 30, 2017 Mr. Holcombe also has the following options:

Number of Options		Date of Grant	Exercise price		Expiration	Vesting from date of Grant

	100,000	May 5, 2014	$	0.75	May 5, 2019	12 months
	100,000	May 5, 2014	$	1.00	May 5, 2019	24 months
	100,000	May 5, 2014	$	1.50	May 5, 2019	36 months

Corporate Governance

We currently act with three directors, consisting of Mark Holcombe, Anthony Pallante and Scott Chapman. Only Scott Chapman is independent.

We have an Audit Committee, Compensation Committee and Corporate Governance Committee.

However, all of the members of the committees are not independent. We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have a completely independent audit, compensation or corporate governance committee at this time because we believe that the functions of such committees can be adequately performed by the existing board of directors. Additionally, we believe that retaining independent directors would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 14. Principal Accountant Fees and Services

The total fees charged to the company for audit services were $35,500 and for other services were $Nil during the year ended November 30, 2017. Malone Bailey LLP completed the 2017 audit.

The total fees charged to the company for audit services were $33,450 and for other services were $Nil during the year ended November 30, 2016. Malone Bailey LLP completed the 2016 audit.

PART IV

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
32.1		Sec. 906 Certification of CEO
32.2		Sec. 906 Certification of 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, 2018	Trident Brands Incorporated



	/s/ Anthony Pallante
	By: Anthony Pallante
	(CEO, Director & Chair of the Board)



	/s/ Mark Holcombe
	By: Mark Holcombe
	(President, CFO & Director)



	/s/ Scott Chapman
	By: Scott Chapman
	(Director)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Trident Brands Incorporated

Brookfield, Wisconsin

We have audited the accompanying consolidated balance sheets of Trident Brands Incorporated and its subsidiaries (collectively, the “Company”) as of November 30, 2017 and 2016, and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Trident Brands Incorporated and subsidiaries as of November 30, 2017 and 2016 and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

March 12, 2018

F-1

TRIDENT BRANDS INCORPORATED

Consolidated Balance Sheets

	As of			As of
	November 30,			November 30,
	2017			2016
ASSETS

Current Assets
Cash and Cash Equivalents	$	3,143,788		$	1,527,624
Accounts Receivable, net of allowance of $29,852 and $0, respectively		1,071,576			53,053
Inventory		132,951			231,221
Prepaid and other current assets		236,528			67,332
Total Current Assets		4,584,843			1,879,230

Fixed Assets-Furniture & Fixtures, net		40,046			-
Note Receivable		617,010			-
Intangible Assets - Licenses, IP net		472,875			2,425,000

TOTAL ASSETS	$	5,714,774		$	4,304,230

LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts Payable	$	1,388,393		$	106,612
Accrued Liabilities		1,454,770			431,178
Loan Payable - Third Party, net of discount of $0 and $8,812, respectively		-			191,188
Total Current Liabilities		2,843,163			728,978

Convertible Debt, net of discount of $1,954,594 and $1,285,836, respectively		8,845,406			5,114,164

Total Liabilities		11,688,569			5,843,142

Stockholders' Deficit
Common stock, $0.001 par value, 300,000,000 shares authorized; 32,311,887 shares issued and outstanding
as of November 30, 2017 and 31,000,000 as of November 30, 2016, respectively		32,312			31,000
Additional paid-in capital		7,869,962			5,431,976
Non-Controlling Interest in Subsidiary		(124,649	)		(65,786	)
Accumulated Deficit		(13,751,420	)		(6,936,102	)
Total Stockholders' Deficit		(5,973,795	)		(1,538,912	)

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	5,714,774		$	4,304,230

See Notes to Financial Statements

F-2

TRIDENT BRANDS INCORPORATED

Consolidated Statements of Operations

	Twelve Months			Twelve Months
	Ended			Ended
	November 30,			November 30,
	2017			2016

Revenues	$	4,743,421		$	168,042

Cost of Sales		4,648,022			97,738
Gross Profit		95,399			70,304


Operatin Expenses
General & Administrative Expenses		(3,323,369	)		(2,681,358	)
Impairment Loss		(2,125,000	)		-
Loss from Operations		(5,352,970	)		(2,611,054	)

Other Income (Expenses)
Interest Expense, net		(1,521,211	)		(576,073	)

Total Other Income (Expenses)		(1,521,211	)		(576,073	)

Net Loss	$	(6,874,181	)	$	(3,187,127	)

Net loss attributable to Trident		(6,815,318	)		(3,135,984	)
Net loss attributable to Non-Controlling Interests		(58,863	)		(51,143	)


Loss per share - Basic and diluted	$	(0.22	)	$	(0.10	)

Weighted average number of common
shares outstanding - Basic and diluted		31,295,756			30,696,721

See Notes to Financial Statements

F-3

TRIDENT BRANDS INCORPORATED

Consolidated Statements of Changes in Stockholders' Deficit

For the years ended November 30, 2017 and 2016

			Common		Additional
	Common		Stock		Paid-in		Accumulated			Non-Conrolling
	Stock		Amount		Capital		Deficit			Interest			Total

Balance, November 30, 2015		28,000,000	$	28,000	$	1,177,540	$	(3,800,118	)	$	(14,643	)	$	(2,609,221	)

Beneficial Conversion Feature on Convertible Debt		-		-		1,366,667		-			-			1,366,667
Oceans Omega License		3,000,000		3,000		2,697,000		-			-			2,700,000
Stock Options Expenses		-		-		111,994		-			-			111,994
Warrant Expenses		-		-		78,775		-			-			78,775
Net loss, November 30, 2016		-		-		-		(3,135,984	)		(51,143	)		(3,187,127	)

Balance, November 30, 2016		31,000,000	$	31,000	$	5,431,976	$	(6,936,102	)	$	(65,786	)	$	(1,538,912	)

Beneficial Conversion Feature on Convertible Debt		-		-		1,466,667		-			-			1,466,667
Shares issued for Acquisition of Streampak Ltd		500,000		500		359,500		-			-			360,000
Shares issued for Purchase of Note Receivable		811,887		812		604,855		-			-			605,667
Stock Options Expenses		-		-		6,964		-			-			6,964
Net loss, November 30, 2017		-		-		-		(6,815,318	)		(58,863	)		(6,874,181	)

Balance, November 30, 2017		32,311,887	$	32,312	$	7,869,962	$	(13,751,420	)	$	(124,649	)	$	(5,973,795	)

See Notes to Financial Statements

F-4

TRIDENT BRANDS INCORPORATED

Consolidated Statements of Cash Flows

	Twelve Months			Twelve Months
	Ended			Ended
	November 30,			November 30,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(6,874,181	)	$	(3,187,127	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		806,721			298,025
Amortization of license, IP		312,125			275,000
Depreciation expense		1,864
Impairment Loss		2,125,000			-
Stock options expense		6,964			111,994
Changes in operating assets and liabilities:
Accounts Receivable		(1,018,523	)		(53,053	)
Interest Receivable		(11,343	)		-
Prepaid expenses		(169,196	)		(11,446	)
Inventory		98,270			(85,741	)
Accounts payable and accrued liabilities		2,305,373			172,086
Cash used in operating activities		(2,416,926	)		(2,480,262	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Fixed Assets		(41,910	)		-
Purchase of Intangible Assets		(125,000	)		-
Cash provided by investing activities		(166,910	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on loan payable - related party		-			(180,000	)
Proceeds on loan payable - related party		-			200,000
Principal payments on loan payable - third party		(200,000	)		(550,000	)
Proceeds on loan payable - third party		-			250,000
Proceeds on convertible debt		4,400,000			4,100,000
Cash provided by financing activities		4,200,000			3,820,000

Net change in cash		1,616,164			1,339,738

Cash at beginning of period		1,527,624			187,886

Cash at end of period	$	3,143,788		$	1,527,624

NON-CASH TRANSACTIONS
Beneficial conversion features	$	1,466,667		$	1,366,667
Common stock issued for Acquisition of Streampak Ltd		360,000			2,700,000
Common stock issued for Purchase of Note Receivable		605,667
Relative fair value of warrants recorded as debt discount		-			78,775

Supplemental disclosure of cash flow information:

Cash paid for:
Income taxes	$	-		$	-
Interest	$	8,740		$	86,611

See Notes to Financial Statements

F-5

TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

November 30, 2017 and 2016

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Trident Brands Incorporated (f/k/a Sandfield Ventures Corp.) (“we”, “our”, “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 now focused on the development of high growth branded and private label consumer products and ingredients within the nutritional supplement, life sciences and food and beverage categories. The Company is in its early growth stage and has transitioned out of its shell status with the Super-8 filing at the end of August, 2014. Activities to date have focused on capital formation, organizational development and execution of its branded and private label consumer products and ingredients business plan.

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.

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.

Principal of Consolidation

The Company consolidated financial statements as of November 30, 2017 include the accounts of Trident Brands Incorporated and its subsidiaries: Trident Brands Canada Ltd, Sports Nutrition Products Inc., Brain Armor Inc., Trident Sports Nutrition Inc. and Trident Brands International Ltd.

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 are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Due to net losses during the years ended November 30, 2017 and 2016, diluted earnings (loss) per share are the same as the basic earnings (loss) per share since inclusion of common stock equivalents would have been anti-dilutive.

Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at their original invoice amounts. We regularly review collectability and establish an allowance for uncollectible amounts as necessary. As of November 30, 2017 and 2016, the Company’s accounts receivable was netted against an allowance of $29,852 and $0 respectively.

F-6

TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

November 30, 2017 and 2016

Inventory

Long-Lived Assets

We review our long-lived assets, including intangible assets subject to amortization, for recoverability whenever events or changes in circumstances indicate that the carrying amount of such long-lived asset or group of long-lived assets (collectively referred to as "the asset") may not be recoverable. Such circumstances include, but are not limited to:

·	a significant decrease in the market price of the asset;

·	a significant change in the extent or manner in which the asset is being used;

·	a significant change in the business climate that could affect the value of the asset;

·	a current period loss combined with projection of continuing loss associated with use of the asset; and

·	a current expectation that, more likely than not, the asset will be sold or otherwise disposed of before the end of its previously estimated useful life.

On January 20, 2015 the Company entered into a long-term Emulsion Supply Agreement (the “License”) with Oceans Omega LLC for the rights to purchase, market, sell and distribute patented nutritional emulsions produced by Oceans Omega LLC. Subsequently, the Company initiated research and development to formulate a range of novel product applications. However, related product applications have not yet been commercialized and as a result the Company has taken a one-time impairment charge of $2,125,000 to write-off the underlying book value of the License. The Company and Management remain committed to developing the commercial potential associated with the license.

Beneficial Conversion Features

The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with the requirements of FASB ASC 820, “Fair Value Measurements and Disclosures”. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and

contractual prices for the underlying instruments, as well as other relevant economic measures.

F-7

TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

November 30, 2017 and 2016

Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, accounts receivable, accounts payable and note payable. The fair value of the Company’s long-term debt is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. As of November 30, 2017 and 2016, the Company did not have any financial liabilities measured and recorded at fair value on the Company’s balance sheets on a recurring basis.

Revenue

The Company maintains a portfolio of branded and private label consumer products including nutritional products and supplements under the Everlast® and Brain Armor® brands, and functional food ingredients under the Oceans Omega brand.

Two customers accounted for 94.3% and 3.7% of total revenue, compared to 48.9% and 27.2% in the prior year. Two customers accounted for 82.3% and 16.4% of total accounts receivable, compared to 86.1% and 5.1% in the prior year.

Cost of Sales

Cost of sales includes the direct purchase cost of the product based on the FIFO method.

The Company purchased 99% of its products from one vendor for the year ended November 30, 2017 and two vendors provided 76% and 11% of the Company's services for the year ended November 30, 2016.

Employee Stock-Based Compensation

The Company accounts for employee stock-based compensation in accordance with ASC-718, “Compensation-Stock Compensation”. ASC-718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period.

Non-Employee Stock-Based Compensation:

The Company accounts for non-employee stock-based compensation in accordance with the provision of ASC 505-50, “Equity Based Payments to Non-Employees” (“ASC 505-50”), which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instruments vest.

F-8

TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

November 30, 2017 and 2016

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 not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of November 30, 2017 and 2016, the Company had no accrued interest or penalties related to uncertain tax positions.

Related Parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company.

Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Recent Accounting Pronouncements

The Company has evaluated the following 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:

In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts from Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The amendments in this update affect the guidance in ASU 2014-09, which is not yet effective. The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2016-12 do not change the core principle of the guidance in Topic 606, but instead affect only the narrow aspects noted in Topic 606. ASU 2016-12 is effective January 1, 2018 to be in alignment with the effective date of ASU 2014-09. Management evaluated ASU 2016-12 and does not believe the adoption of ASU 2016-12 will have a material impact on the Company’s consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance.

In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option)

F-9

TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

November 30, 2017 and 2016

no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.

NOTE 3. LIQUIDITY

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Update No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

We will need to continue to improve margins and revenue by optimizing supply chain metrics and commercializing higher-value branded and control brand distribution agreements. As of November 30, 2017, we had an accumulated deficit of $13,751,420 and we expect to incur net losses for the foreseeable future.

However, as disclosed in Note 10, on September 26, 2016, the Company completed a long term financing with a non-US institutional investor, receiving proceeds of $4,100.000 and $4,400,000 through the issuance of secured convertible promissory notes. The investor has agreed to make additional investments at the Company’s request of up to $1,500,000 ($10,000,000 in the aggregate). On November 30, 2017 the Company had $3,143,788 in cash and has access to $1,500,000 available from the investor. We believe that our present financial resources including access to available financing will be sufficient to meet the Company’s obligations and fund our operations at least through the next twelve months from the date these financial statements were issued.

NOTE 4. COMMON STOCK

On September 12, 2017 the Company issued 500,000 of our common shares, valued at $360,000, for the acquisition of StreamPak Ltd. On September 12, 2017 the Company also issued 811,887 of our common shares, valued at $605,667, to Fengate for the purchase of the secured convertible promissory notes of Mycell Technologies LLC. In 2016, the Company issued 3,000,000 of our common shares, valued at $2,700,000 to acquire the right and license to purchase, market, promote, sell and distribute Oceans Omega LLC’s omega-3 emulsions for use in the development, production, processing, manufacture and sale of food and beverages and exclusive rights to purchase, market, promote, sell and distribute Oceans Omega emulsions for meats, for human or animal consumption.

NOTE 5. WARRANTS AND OPTIONS

On May 5, 2014, Trident granted an aggregate of 2,875,000 stock options to directors, officers, employees and consultants of the Company pursuant to Trident’s 2013 Stock Plan. The stock options are exercisable for five years from the date of grant at exercise prices of $0.75 per share for shares vesting 12 months from the date of issuance, $1.00 per share for shares vesting 24 months from the date of issuance and $1.50 for shares vesting 36 months from the date of issuance. Of the 2,875,000 stock options granted, Trident granted 1,125,000 stock options to its president at

F-10

TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

November 30, 2017 and 2016

the time, Michael Browne; 300,000 stock options to each of its directors at the time, Donald MacPhee, Scott Chapman, Mark Holcombe; 150,000 stock options to its controller, Peter Salvo; and 350,000 stock options to each of its special advisors, Robert Campbell and Karen Arsenault. The stock options expire on May 5, 2019.

On November 30, 2015, Michael Browne’s stock options were amended to 625,000.

On September 30, 2016 Karen Arseneault resigned as a special advisor to the company. As a result, the unvested 116,667 options were immediately terminated and the remaining 233,333 options expired on December 31, 2016.

On May 1, 2016, 100,000 stock options were granted to Steve Bromley, a Special Advisor to the Company and Chair of our Advisory Committee, with 50,000 of the options exercisable at a price of $1.25 per share, vesting May 1, 2017 and the remaining 50,000 options exercisable at a price of $1.50 per share, vesting May 1, 2018. All 100,000 options expire on May 1, 2021. On June 1, 2016 the Company issued to Mr. Bromley an additional 200,000 stock options under the 2013 Stock Option Plan, with 100,000 of the options exercisable at a price of $1.25 per share, vesting June 1, 2017 and the remaining 100,000 options exercisable at a price of $1.50 per share, vesting June 1, 2018. All 200,000 options were to expire on June 1, 2021. On November 1, 2016 an amended service contract with Steve Bromley was completed and the 200,000 stock options issued on June 1, 2016 were withdrawn. The original 100,000 stock options granted on May 1, 2016 remain in place.

On April 30, 2017 Steve Bromley was terminated as a special advisor to the Company. As a result, the unvested 100,000 options were immediately terminated. The total outstanding stock options as of November 30, 2017 are 2,025,000.

The Company used the Black-Scholes model to value the stock options at $601,610. In 2017, the Company expensed $6,964 as compensation expense compared to $111,994 in the previous year. Following are the assumptions used for the shares vested 12, 24 and 36 months from the date of issuance: Discount rate .9%, 1.29%, 1.29%; Volatility 68.35%, 67.35%, 65.50%; and Term 3.0, 3.5, 4.0.

The following table represents stock option activity as of and for the years ended November 30, 2017 and 2016:

	Number of Options		Weighted Average Exercise Price		Contractual Life in Years		Intrinsic Value

Outstanding - November 30, 2015		2,375,000	$	1.15		3.5
Exercisable - November 30, 2015		983,334	$	2.00		3.4
Granted		300,000	$	0.73		5.0
Exercised or Vested		-0-
Forfeited or Expired		316,667

Outstanding - November 30, 2016		2,358,333	$	0.96		2.51
Exercisable - November 30, 2016		1,666,667	$	1.17		2.43	$	57,500
Granted		-0-
Exercised or Vested		-0-
Forfeited or Expired		333,333

Outstanding - November 30, 2017		2,025,000	$	0.96		1.43
Exercisable - November 30, 2017		2,025,000	$	0.96		1.43	$	84,167

On January 29, 2016, the Company issued 125,000 warrants to purchase common shares of the Company along with the $250,000 secured third party promissory note. The relative fair value of the warrants is $43,526 which is recognized as debt discount. As of November 30, 2016, the promissory note was paid and the full $43,526 of the debt discount is amortized and the unamortized discount is $0.

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TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

November 30, 2017 and 2016

On March 4, 2016, the Company issued 100,000 warrants to purchase common shares of the Company along with the $200,000 secured third party promissory note. See Note 9.

The exercise price of both warrants is $1.35 with a term of 3 years and these are vested immediately. The Company uses the Black-Scholes model to value the warrants. Following are the assumptions used: Discount rate .9%; Volatility 76.25% and 77.30% respectively.

The following table represents warrant activity for the years ended November 30, 2017 and 2016:

	Number of Warrants		Weighted Average Exercise Price		Contractual Life in Years		Intrinsic Value

Outstanding – November 30, 2015		-0-
Exercisable – November 30, 2015		-0-
Granted		225,000	$	1.35		3.00
Exercised or Vested		-0-
Cancelled or Expired		-0-

Outstanding – November 30, 2016		225,000		1.35		2.21
Exercisable - November 30, 2016		-0-
Granted		-0-
Exercised or Vested		-0-
Cancelled or Expired		-0-

Outstanding – November 30, 2017		225,000	$	1.35		1.20

NOTE 6. RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. The Company is paying a director $750 per month rent for use of office space and services.

NOTE 7. ACQUISITION OF STREAMPAK LTD

On September 12, 2017 we entered into a Share Purchase Agreement dated September 6, 2017 among our wholly owned subsidiary, Trident Brands International Ltd. (“Trident International”), a Bahamas corporation, StreamPak Ltd. (“StreamPak”), an Anguilla corporation, and the sole shareholder of StreamPak, pursuant to which, in consideration for the payment of $125,000 in cash and 500,000 of our common shares valued at $360,000 based on our stock price on September 6, 2017, Trident International purchased 100% of the issued and outstanding common shares of StreamPak. As a result of the share purchase StreamPak became a wholly owned subsidiary of Trident International. The acquisition was not deemed an acquisition of a business but rather an acquisition of a finite-lived intangible asset. The total consideration of $485,000 was recognized as an intangible asset related to intellectual property with an estimated useful life of 10 years. The amortized amount for 2017 was $12,125.

NOTE 8. NOTE RECEIVABLE

On September 12, 2017 the Company entered into a note purchase agreement with Fengate Trident LP (“Fengate”) pursuant to which, in consideration for the issuance of 811,887 of our common shares to Fengate, we purchased outstanding secured convertible promissory notes of Mycell Technologies LLC ("Mycell") having an aggregate balance due and payable of $511,141 in principal and $94,526 in interest accrued as at September 12, 2017. The purchased notes, which were originally issued to LPF (MCTECH) Investment Corp. on January 22, 2016, February 5, 2016, and May 19, 2016, bear simple interest on unpaid principal at the rate of ten percent per annum. The outstanding principal and accrued interest is convertible at the option of the note holder into securities of Mycell. The accrued interest as at November 30, 2017 is $105,869.

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TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

November 30, 2017 and 2016

NOTE 9. LOAN PAYABLE – THIRD PARTY

During 2016 the Company had one short term loan for $200,000 bearing interest at the rate of 10.0% per annum, payable on March 4, 2017. The Company issued 100,000 common stock warrants with the loan. The relative fair value of the warrants is $35,250 which was recognized as a debt discount. As of November 30, 2017 the promissory note was paid and the full $35,250 of debt discount was amortized. Amortization of the debt discount charged to interest amounted to $8,812 and $26,438 for the years ended November 30, 2017 and 2016, respectively. The loan was fully repaid on March 3, 2017.

NOTE 10. CONVERTIBLE NOTE

On January 29, 2015, the Company entered into a securities purchase agreement with a non-US institutional investor whereby it 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.

The Company received $1,800,000 of the funds from the transaction on February 5, 2015. The balance of $500,000 was received on May 14, 2015.

The convertible debentures are convertible into shares of the Company’s common stock at an initial conversion price of $0.71 per share, for an aggregate of up to 3,239,437 shares. The debentures originally accrued interest at 6% per annum. On September 26, 2016 the Company entered into an amendment agreement related to these convertible debentures whereby the applicable interest rate was increased from 6% to 8% and provisions added to allow the investor to transfer, sell or hypothecate the convertible notes subject to applicable securities laws. The maturity date of the notes was also extended through September 30, 2019. We considered ASC Topic 470-50, Debt Modifications and Extinguishments, and determined that the modification was not deemed substantial, consequently, extinguishment accounting does not apply.

Due to the note being convertible to common shares of the Company, a beneficial conversion feature analysis was performed. The intrinsic value of the conversion feature was $647,888 which was recognized as debt discount. As of November 30, 2017, the full amount of the debt discount has been amortized.

On September 26, 2016, the Company entered into a securities purchase agreement with a non-US institutional investor, pursuant to which, in consideration for proceeds of $4,100,000, the Company 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 the Company’s 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.

On May 9, 2017, the Company received the second tranche of funding with proceeds of $4,400,000 for a total investment by the investor of $8,500,000. Under the terms of the securities purchase agreement, the Company has an additional $1,500,000 of available funding.

The Company intends 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, the Company issued 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 is secured in first priority against the present and after acquired assets of the Company and is convertible in whole or in part at the option of the holder into common shares of the Company at a conversion price of $0.60 per share, for an aggregate of up to 14,166,667 shares.

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TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

November 30, 2017 and 2016

Due to the notes being convertible to common shares of the Company, a beneficial conversion feature analysis was performed. The intrinsic value of the conversion feature of the notes amounted to $2,833,334 and was recognized as a debt discount. Amortization of the debt discount charged to interest amounted to $797,909 and $80,831 for the years ended November 30, 2017 and 2016, respectively. As of November 30, 2017 and 2016 the unamortized discount amounted to $1,954,594 and $1,285,836, respectively.

The Company analyzed the embedded conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion option should be classified as equity.

NOTE 11. INTANGIBLE ASSETS

On January 22, 2015, pursuant to a Deed of Assignment dated effective January 20, 2015, the Company entered into an Emulsion Supply Agreement with Oceans Omega LLC which represents the rights acquired pursuant to the Deed of Assignment. The Emulsion Supply Agreement provides the Company with the non-exclusive right and license (without the right to sublicense) to purchase, market, promote, sell and distribute Oceans Omega LLC’s omega-3 emulsions for use in the development, production, processing, manufacture and sale of food and beverages and exclusive rights to purchase, market, promote, sell and distribute Oceans Omega emulsions for meats, for human or animal consumption. On January 6, 2016 the Company issued 3,000,000 shares to mark the closing of the Deed of Assignment and the Emulsion Supply Agreement, which did not specify the amount of consideration payable by the Company when they were executed on January 20, 2015. The consideration payable was subsequently established by the parties at a market value of $2,700,000 and common shares issued as compensation based on the closing price of the common shares as quoted on the OTC Markets quotation systems on January 6, 2016. The value of the license is being amortized over the remaining contractual life which is 9 years. As of November 30, 2017, the net value of the license was $0 after amortizing $300,000 in 2017 and $275,000 in the prior year and the recognition of an impairment loss of $2,125,000 during the year ended November 30, 2017.

NOTE 12. COMMITMENTS AND CONTINGENCIES

Everlast License Agreement

On December 23, 2013, the Company entered into a Deed of Assignment Agreement with Everlast World’s Boxing Headquarters Corporation, International Brand Management Limited, Sports Nutrition Products Incorporated and Manchester Capital Incorporated 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 Products Incorporated, a wholly owned subsidiary of Trident Brands Incorporated, assigned all of its rights, title, interest and benefit to the trade mark license to the Company effective December 23, 2013 and the Company assumed all of the obligations of Sports Nutrition Products Incorporated under the license agreement. The Company shall remain responsible to Everlast and International Brand for all acts and omissions of the subsidiary, Sports Nutrition Products Inc.

The Everlast Licence Agreement includes a clause stating that Manchester Capital Incorporated will guarantee that the Licensee shall perform all of its obligations and duties under the Licence Agreement. If the Licensee defaults in the payment when due of any amount it is obliged to pay to Licensor under the Licence Agreement, or arising from its termination, Manchester Capital is unconditionally responsible to pay that amount to Licensor in the manner prescribed in the Licence Agreement as if it were the Licensee.

The Royalty Calculation, as per the terms of the agreement, are as follows: In 2013, 7% of Net Retail Sales and 7% of 60% of Direct Response Sales Revenue; in 2014, 8% of Net Retail Sales and 8% of 60% of Direct Response Sales Revenue; in 2015, 9% of Net Retail Sales and 9% of 60% of Direct Response Sales Revenue; in 2016 onwards, 10% of Net Retail Sales and 10% of 60% of Direct Response Sales Revenue. The Annual Minimum Guaranteed Royalty is $120,000 in 2014, $235,000 in 2015, $320,000 in 2016, $345,000 in 2017 and in 2018 onwards, if the Agreement remains in force, will be 75% of the previous Year's Royalty Calculation or the previous Year's Annual Minimum Guaranteed Royalty plus 10%, whichever is greater.

F-14

TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

November 30, 2017 and 2016

Contingencies

The Company may be subject to various legal proceedings and claims that arise in the ordinary course of business. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. If any legal matter, that may arise, were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s would reflect any potential claim in the consolidated financial statements for that reporting period.

NOTE 13. INCOME TAXES

Deferred tax assets consist of:

	As of November 30, 2017			As of November 30, 2016
Deferred tax assets:
Net operating tax carryforwards	$	8,915,112		$	5,313,340
Tax Rate		35	%		35	%
Gross deferred tax assets		3,120,289			1,859,669
Valuation allowance		(3,120,289	)		(1,859,669	)
Net deferred tax assets	$	-0-		$	-0-

As of November 30, 2017, the Company has a net operating loss carryforward of approximately $9 million. Net operating loss carryforwards expires twenty years from the date the loss was incurred.

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 has recorded a valuation allowance.

Due to the enactment of the Tax Reform Act of 2018, the corporate tax rate for those tax years beginning with 2018 will be reduced to 21%.

NOTE 14. SUBSEQUENT EVENTS

On December 1, 2017, Brain Armor, a subsidiary of the Company, issued 1,859,001 shares to Trident Brands Incorporated to convert the $1,394,251 loan to Brain Armor to equity at $0.75. As a result, the Company’s ownership interest in Brain Armor increased to 94.8%.

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