UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~AUGUST~~MAY 31, ~~2021~~2022

Commission file number 000-53707

TRIDENT BRANDS INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

~~200~~433 ~~South~~Plaza ~~Executive Drive~~Real, Suite ~~101~~275

~~Brookfield~~Boca Raton, WIFL ~~53005~~33432

(Address of principal executive offices, including zip code.)

(~~262~~561)~~789~~ 962-~~6689~~4122

(Telephone number, including area code)

Resident Agents of Nevada

711 S. Carson Street, Suite 4

Carson City, NV 89701

(Name and Address of Agent for Service)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated ~~filer~~Filer ☒ Smaller reporting company ☒ Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of the registrant’s common shares outstanding as of ~~October~~July 2027, ~~2021~~2022 was 3237,311,887.

TRIDENT BRANDS INCORORATED

FORM 10-Q

For the quarterly period ended ~~August~~May 31, ~~2021~~2022

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	6
	Consolidated Balance Sheets as at August 31, 2021 and November 30, 2020	6
	Consolidated Balance Sheets as at May 31, 2022 and November 30, 2021	6
	Consolidated Statements of Operations for the three and nine months ended August 31, 2021 and August 31, 2020	7
	Consolidated Statements of Operations for the three and six months ended May 31, 2022 and May 31, 2021	7
	Consolidated Statements of Changes in Stockholders’ Deficit for the nine months ended August 31, 2021 and August 31, 2020	8
	Consolidated Statements of Changes in Stockholders’ Deficit for the six months ended May 31, 2022 and May 31, 2021	8
	Consolidated Statements of Cash Flows for the nine months ended August 31, 2021 and August 31, 2020	9
	Consolidated Statements of Cash Flows for the six months ended May 31, 2022 and May 31, 2021	9
	Notes to Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2322
Item 4.	Controls and Procedures	2322
PART II	OTHER INFORMATION	23
Item 6.	Exhibits	25

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Basis of Presentation

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

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

Forward-Looking Statements

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

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

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

	●	we have an urgent need for additional capital to fund our business operations and if we ae unable to secure needed capital, there will be a material adverse effect on our business and financial condition;

	●	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 four 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;

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● 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 ~~products~~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 our products, if these third parties fail to reliably supply products to us at required levels of quality and which are manufactured in compliance with applicable laws, then our financial condition and operating results would be harmed; ● we may incur material product liability claims, which could increase our costs and harm our financial condition and operating results; ● unless we can generate sufficient cash from operations or raise additional funds, we may not be able to meet our debt and other obligations; ● our customers generally are not obligated to continue purchasing products from us; ● if we do not manage our supply chain effectively, our operating results may be adversely affected; ● our stock price may be volatile, which may result in losses to our shareholders; ● our common shares are thinly traded and our shareholders may be unable to sell at or near ask prices, or at all; ● the market price for our common stock is particularly volatile given our status as a relatively small and developing company, which could lead to wide fluctuations in our share price. Our shareholders may be unable to sell your common stock at or above their purchase price if at all, which may result in substantial losses; ● we do not anticipate paying any cash dividends to our common shareholders and as a result shareholders may only realize a return when the shares are sold; ● we are quoted 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; and ● The ongoing coronavirus outbreak could have an adverse effect on our business. Concerns remain about the global outbreak of a novel strain of coronavirus (COVID-19). The virus spread rapidly across the globe, including the U.S. The pandemic had an unprecedented impact on the U.S. economy as federal, state and local governments reacted to this public health crisis, which has created significant uncertainties. These uncertainties include, but are not limited to, the potential adverse effect of the pandemic on the economy, our customers and supply chain. Consumer fear about becoming ill with the virus and recommendations and/or mandates from federal, state and local authorities to avoid large gatherings of people or self-quarantine may continue. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration of the outbreak within the U.S., the impact on capital and financial markets and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted. This situation is changing rapidly, and additional impacts may arise that we are not aware of currently.

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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.

Corporate Legal Structure and Related Matters

Trident Brands Incorporated has ~~four~~two 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 70.5% 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.

Trident Health is 100% owned by Trident Brands and is currently inactive.

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.

The Company’s administrative office is located at ~~200~~433 ~~South~~Plaza ~~Executive Drive~~Real, Suite ~~101~~275, ~~Brookfield,~~Boca ~~Wisconsin~~Raton, ~~53005~~FL 33432 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. 3233,311,887 common shares were issued and outstanding as of ~~August~~May 31, ~~2021~~2022 and 3233,311,887 as of ~~October~~July 2027, ~~2021~~2022.

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ITEM 1. FINANCIAL STATEMENTS

The unaudited financial statements for the quarter ended ~~August~~May 31, ~~2021~~2022 immediately follow.

TRIDENT BRANDS INCORPORATED

Consolidated Balance Sheets

(Unaudited)

	As of			As of
	August 31,			November 30,
	May 31,			November 30,
	2021			2020
	2022			2021
	(unaudited)
ASSETS
Current Assets
Cash and Cash Equivalents	$	11,185		$	88,007
Cash	$	12,389		$	7,653
Accounts Receivable, net of allowance for doubtful accounts of $157,526 and $155,186, respectively		42,610			63,784
Accounts Receivable, net of allowance for doubtful accounts of $11,286 and $160,210, respectively		1,073			12,358
Inventory, net of reserves of $195,264 and $195,264 respectively		1,094,227			1,219,567
Inventory, net of reserves of $401,606 and $401,606, respectively		735,476			881,924
Prepaid and other current assets		~~63,961~~419			~~155~~158,~~179~~146
Total Current Assets		1749,~~211,983~~357			1,~~526~~060,~~537~~081
Intangible Assets, net		400,000			400,000
TOTAL ASSETS	$	749,357		$	1,060,081
TOTAL ASSETS	$	1,611,983		$	1,926,537
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable	$	~~459~~549,~~060~~941		$	~~429~~524,~~009~~207
Accrued Liabilities		810,~~827~~485,~~819~~801			79,~~480~~405,~~846~~833
		-			-
Total Current Liabilities		11,035,742			9,930,040
Total Current Liabilities		9,286,879			7,909,855
Convertible Debt, net of discount of $0 and $0, respectively		22,300,000			22,300,000
PPP Loan Payable		-			135,165
Total Liabilities		33,335,742			32,230,040
Convertible Debt, net of discount of $0 and $3,352,894 respectively		22,300,000			22,300,000
Total Liabilities		31,586,879			30,345,020
Stockholders' Deficit
Common stock, $0.001 par value, 300,000,000 shares authorized; 32,311,887 shares issued and outstanding as of August 31, 2021 and November 30, 2020		32,312			32,312
Common stock, $0.001 par value, 300,000,000 shares authorized; 37,311,887 and 33,311,887 shares issued and outstanding as of May 31, 2022 and November 30, 2021 respectively		37,312			32,312
Additional paid-in capital		11,~~458~~608,630			11,~~458~~492,630
Non-Controlling Interest in Subsidiary		(~~251~~633,~~552~~495	)		(~~387~~490,~~147~~852	)
Accumulated Deficit		(4143,~~214~~598,~~286~~832	)		(3942,~~522~~205,~~278~~049	)
Total Stockholders' Deficit		(2932,~~974~~586,~~896~~385	)		(2831,~~418~~169,~~483~~959	)
TOTAL LIABILITIES & STOCKHOLDER'S DEFICIT	$	1,611,983		$	1,926,537
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	749,357		$	1,060,081

See Notes to Unaudited Consolidated Financial Statements

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TRIDENT BRANDS INCORPORATED
Consolidated Statements of Operations (Unaudited)
	Three Months			Three Months			~~Nine~~Six Months			~~Nine~~Six Months
	Ended			Ended			Ended			Ended
	August 31,			August 31,			August 31,			August 31,
	May 31,			May 31,			May 31,			May 31,
	2021			2020			2021			2020
	2022			2021			2022			2021
Revenues, net	$	26125,~~611~~280		$	~~273~~46,~~044~~243		$	~~216~~125,~~902~~280		$	~~679~~190,~~031~~291
Cost of Sales		12146,~~663~~448			~~165~~24,~~316~~580			~~116~~146,~~031~~448			~~417~~103,~~485~~368
Gross Profit		13(21,~~948~~168	)		~~107~~21,~~728~~663			~~100~~(21,~~871~~168	)		~~261~~86,~~546~~923
General & Administrative Expenses		(~~550~~528,~~054~~103	)		(~~962~~537,~~341~~978	)		(1945,~~492,316~~412	)		(3942,~~395,631~~262	)
Loss from Operations		(~~536~~549,~~106~~271	)		(~~854~~516,~~613~~315	)		(1966,~~391,445~~580	)		(3855,~~134,085~~339	)
Other Income (Expenses)
Interest Expense, net		(~~199~~234,~~792~~171	)		(~~833~~200,~~040~~008	)		(~~600~~569,~~133~~846	)		(3400,~~280,847~~341	)
Gain on Debt Forgiveness		135,165			-			135,165			10,000
Total Other Income (Expenses)		(234,171	)		(200,008	)		(569,846	)		(400,341	)
Derivative gain (loss)		-			(11,013,316	)		-			(20,614,658	)
Net Loss	$	(783,442	)	$	(716,323	)	$	(1,536,426	)	$	(1,255,680	)
Total Other Income (Expenses)		(64,627	)		(11,846,356	)		(464,968	)		(23,885,505	)
Net loss attributable to Trident		(703,825	)		(646,092	)		(1,393,783	)		(1,181,590	)
Net Loss	$	(600,733	)	$	(12,700,969	)	$	(1,856,413	)	$	(27,019,590	)
Net loss attributable to Non-Controlling Interests		(79,617	)		(70,231	)		(142,643	)		(74,090	)
Net loss attributable to Trident		(510,419	)		(12,686,858	)		(1,692,009	)		(26,949,036	)
Loss per share - Basic and diluted	$	(0.02	)	$	(0.02	)	$	(0.04	)	$	(0.04	)
Net loss attributable to Non-Controlling Interests		(90,314	)		(14,111	)		(164,404	)		(70,554	)
Weighted average number of common shares outstanding - Basic and diluted		37,181,452			32,311,887			35,267,931			32,311,887
Loss per share - Basic and diluted	$	(0.02	)	$	(0.39	)	$	(0.05	)	$	(0.83	)
Weighted average number of common shares outstanding - Basic and diluted		32,311,887			32,311,887			32,311,887			32,311,887

See Notes to Unaudited Consolidated Financial Statements

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TRIDENT BRANDS INCORPORATED

Consolidated Statements of Changes in Stockholders’ Deficit

~~From~~For the six ~~quarter~~months ended ~~August~~May 31, ~~2021~~2022 and May ~~August~~ 31, ~~2020~~2021

(Unaudited)

			Common		Additional						Non-
	Common		Stock		Paid-in			Accumulated			Controlling
	Stock		Amount		Capital			Deficit			Interest			Total
Balance, November 30, 2019		32,311,887	$	32,312	$	9,945,488		$	(34,225,630	)	$	(288,603	)	$	(24,536,433	)
APIC reclassified to derivative liability		-		-		(3,981,220	)		-			-			(3,981,220	)
Net loss, February 29, 2020		-		-		-			(4,226,428	)		(29,751	)		(4,256,179	)
Balance, February 29, 2020		32,311,887	$	32,312	$	5,964,268		$	(38,452,058	)	$	(318,354	)	$	(32,773,832	)
Net loss, May 31, 2020		-		-		-			(10,035,750	)		(26,692	)		(10,062,442	)
Balance, May 31, 2020		32,311,887	$	32,312	$	5,964,268		$	(48,487,808	)	$	(345,046	)	$	(42,836,274	)
Net loss, August 31, 2020		-		-		-			(12,686,858	)		(14,111	)		(12,700,969	)
Balance, August 31, 2020		32,311,887	$	32,312	$	5,964,268		$	(61,174,666	)	$	(359,157	)	$	(55,537,243	)
Balance, November 30, 2020		32,311,887	$	32,312	$	11,458,630		$	(39,522,278	)	$	(387,147	)	$	(28,418,483	)
Net loss, February 28, 2021		-		-		-			(535,498	)		(3,859	)		(539,357	)
Balance, February 28, 2021		32,311,887	$	32,312	$	11,458,630		$	(40,057,776	)	$	(391,006	)	$	(28,957,840	)
NCI Investment in Brain Armor		-		-		-			-			300,000			300,000
Net loss, May 31, 2021		-		-		-			(646,091	)		(70,231	)		(716,323	)
Balance, May 31, 2021		32,311,887	$	32,312	$	11,458,630		$	(40,703,867	)	$	(161,237	)	$	(29,374,~~163~~162	)
Net loss, August 31, 2021		-		-		-			(510,419	)		(90,314	)		(600,733	)
Balance, November 30, 2021		33,311,887	$	33,312	$	11,492,630		$	(42,205,049	)	$	(490,852	)	$	(31,169,959	)
Balance, August 31, 2021		32,311,887	$	32,312	$	11,458,630		$	(41,214,286	)	$	(251,551	)	$	(29,974,896	)
Net loss, February 28, 2022		-		-		-			(689,958	)		(63,026	)		(752,984	)
Balance, February 28, 2022		33,311,887	$	33,312	$	11,492,630		$	(42,895,007	)	$	(553,878	)	$	(31,922,943	)
Issuance of Common Shares for services		4,000,000	$	4,000	$	116,000								$	120,000
Net loss, May 31, 2022		-		-		-			(703,825	)		(79,617	)		(783,441	)
Balance, May 31, 2022		37,311,887	$	37,312	$	11,608,630		$	(43,598,832	)	$	(633,495	)	$	(32,586,385	)

See Notes to Unaudited Consolidated Financial Statements

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TRIDENT BRANDS INCORPORATED

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months			Nine Months
	Six Months			Six Months
	Ended			Ended
	August 31,			August 31,
	May 31,			May 31,
	2021			2020
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,~~856~~536,~~413~~426	)	$	(271,~~019~~255,~~590~~680	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		-			1,614,006
Issuance of Common Shares for services		120,000			-
Depreciation expense		-			4,413
Provision for bad debts		-			2,340
Inventory write-off		-			76,366
Gain on Note Payable Forgiveness		(135,165	)		-
Derivative (gain)/loss		-			20,614,658
Provision for bad debts		2,340			19,425
Changes in operating assets and liabilities:
Accounts receivable		1811,~~834~~285			(310,~~215~~061	)
Prepaid expenses		91157,~~218~~727			~~(50~~86,~~667~~272	)
Inventory		~~125~~146,~~340~~448			~~433~~111,~~761~~980
Accounts payable and accrued liabilities		1,~~377~~105,~~024~~702			2808,~~308,494~~503
Cash used in operating activities		(376,822	)		(2,002,349	)
Cash provided by (used in) operating activities		4,736			(256,646	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from PPP loan		-			135,165
Proceeds from NCI Investment in Brain Armor		-			300,000
Proceeds from convertible debt		-			936,168
Cash provided by financing activities		-			300,000
Proceeds from NCI Investment in Brain Armor		300,000			-
NET CHANGE IN CASH AND CASH EQUIVALENTS		4,736			43,354
Cash provided by financing activities		300,000			1,071,333
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		7,653			88,007
NET CHANGE IN CASH AND CASH EQUIVALENTS		(76,822	)		(931,016	)
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	12,389		$	131,361
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		88,007			1,013,674
		19,439			19,439
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	11,185		$	82,658
Supplemental disclosure of cash flow information:
Cash paid for:
Income taxes		-			-
Interest		-			-

See Notes to Unaudited Consolidated Financial Statements

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TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

~~August~~May 31, ~~2021~~2022

(Unaudited)

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Trident Brands Incorporated “we”, “our”, “the Company”) was incorporated under the laws of the State of Nevada on November 5, 2007.

The Company is 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 ~~Form~~ 8-K 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 Presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal ~~2020~~2021 as reported in the Form 10-K have been omitted.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. The ultimate impact from COVID-19 on the Company’s operations and financial results during ~~2020~~2022 will depend on, among other things, the ultimate severity and scope of the pandemic, the pace at which governmental and private travel restrictions and public concerns about public gatherings will ease, the rate at which historically large increases in unemployment rates will decrease, if at all, and whether, and the speed with which the economy recovers. We are not able to fully quantify the impact that these factors will have on our financial results during the remainder of ~~2021~~2022 and beyond, but expect developments related to COVID-19 to continue to materially affect the Company’s financial performance during ~~into~~ 2022.

Customer Concentration

~~Four~~One ~~customers~~customer accounted for 17100.50%, ~~16.5%, 15.1% and 12.9%~~ of total revenue for the ~~nine~~six month period ended ~~August~~May 31, ~~2021~~2022 compared to ~~four~~two customers ~~accounting~~who accounted for 2219.39%, ~~17.7%,~~and 1311.05% ~~and~~of ~~10.2%~~total revenue for the 12six month period ended ~~November~~May 3031, ~~2020~~2021. ~~One~~Two ~~customer~~customers accounted for 6166.75% and 33.5% of total accounts receivable as of ~~August~~May 31, ~~2021~~2022 compared to ~~three~~two customers ~~accounting~~ for 1639.94%, ~~15.9%~~ and 1129.92% as of ~~November~~May 3031, ~~2020~~2021.

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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.

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 ~~August~~May 31, ~~2021~~2022 the Company did not have any financial assets or liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that there are none that will have a material impact on the Company’s financial statements.

NOTE 3. GOING CONCERN

The accompanying interim 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.

As of ~~August~~May 31, ~~2021~~2022, the Company had $1112,~~185~~389 in cash and a working capital deficit of $810,~~074~~286,~~896~~385. The Company also has generated losses and has an accumulated deficit as of ~~August~~May 31, ~~2021~~2022. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless Management is able to obtain additional financing, ~~the Company~~ it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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NOTE 4. WARRANTS AND OPTIONS

The following table represents stock option activity for the six ~~nine~~ month period ended ~~August~~May 31, ~~2021~~2022:

	Number of Options		Weighted Average Exercise Price		Contractual Life in Years		Intrinsic Value
Outstanding - November 30, 2020		1,832,500	$	0.40		2.02
Outstanding - November 30, 2021		1,532,500	$	0.40		1.02
Exercisable - November 30, 2020		1,832,500	$	0.40		2.02	$	-0-
Exercisable - November 30, 2021		1,532,500	$	0.40		1.02	$	-0-
Granted	~~-0-~~	-0-
Exercised or Vested	~~-0-~~	-0-
Forfeited or Expired	~~-0-~~	300,000
Outstanding - August 31, 2021		1,832,500	$	0.40		1.27
Outstanding - May 31, 2022		1,232,500	$	0.40		.52
Exercisable - August 31, 2021		1,832,500	$	0.40		1.27	$	-0-
Exercisable - May 31, 2022		1,232,500	$	0.40		.52	$	-0-

As of ~~August~~May 31, ~~2021~~2022, the Company has no outstanding warrants. All the outstanding warrants have expired.

NOTE 5. ~~CONVERTIBLE~~RELATED ~~DEBT~~PARTY TRANSACTIONS

On ~~January~~October 2915, ~~2015~~2021, a Promissory Note was issued to Anthony Pallante, Chairman and a significant stockholder of the Company. The ~~entered~~Note ~~into~~is aunsecured ~~securities~~and ~~purchase~~was ~~agreement~~issued ~~with~~in aconsideration ~~non-US~~for ~~institutional~~payments ~~investor~~made ~~whereby~~by itMr. ~~agreed~~Pallante toon ~~sell~~behalf anof ~~aggregate~~the ~~principal~~Company ~~amount~~to creditors in satisfaction of Company obligations. Mr. Pallante loaned the Company $220,~~300,000~~101. The Note bears Interest at a rate of ~~senior~~8% ~~secured~~per ~~convertible~~annum. ~~debentures~~All unpaid principal and accrued interest shall be due and payable upon demand by the Holder at any time subsequent to six (6) months from the date the notes were issued. As of May 31, ~~convertible~~2022, ~~into~~Mr. ~~shares~~Pallante made additional payments of ~~the~~$37,036 ~~Company’s~~for ~~common~~a ~~stock~~total of $57,137.

~~The~~NOTE ~~Company received $1,800,000 of the funds from the transaction on February 5, 2015~~6. ~~The~~CONVERTIBLE ~~balance of $500,000 was received on May 14, 2015. These convertible notes were subsequently acquired by Fengate Trident, LP (‘Fengate”) on April 28, 2017.~~DEBT

~~The~~On ~~convertible~~January ~~debentures are convertible into shares of the Company’s common stock at an initial conversion price of $0.71 per share~~29, ~~for an aggregate of up to 3~~2015,~~239,437~~ ~~shares. The debentures originally accrued interest at 6% per annum. On September 26, 2016~~ the Company entered into ana ~~amendment~~securities purchase agreement ~~related~~with toa ~~these~~non-US ~~convertible~~institutional ~~debentures~~investor whereby ~~the~~it ~~applicable~~agreed ~~interest rate was increased from 6%~~ to ~~8% and provisions added to allow the investor to transfer,~~ sell oran ~~hypothecate~~aggregate ~~the~~principal ~~convertible~~amount ~~notes subject to applicable securities laws. The maturity date~~ of ~~the notes was also extended through September 30~~$2,300,000 ~~2019.~~of Wesenior ~~considered~~secured ~~ASC~~convertible ~~Topic 470-50~~debentures, ~~Debt~~convertible ~~Modifications~~into ~~and~~shares ~~Extinguishments,~~of ~~and determined that~~ the ~~modification~~Company’s ~~was~~common ~~not deemed substantial~~stock.

~~Due~~The toCompany ~~the~~received ~~note~~$1,800,000 ~~being convertible to common shares~~ of the ~~Company,~~funds afrom ~~beneficial~~the ~~conversion~~transaction ~~feature~~on ~~analysis~~February ~~was~~5, ~~performed~~2015. The ~~intrinsic~~balance ~~value~~ of ~~the conversion feature was~~ $~~647~~500,~~888~~000 ~~which~~ was ~~recognized~~received ason ~~debt~~May ~~discount~~14, 2015. AsThese ofconvertible ~~November~~notes ~~30,~~were ~~2017,~~subsequently ~~the~~acquired ~~full~~by ~~amount~~Fengate ofTrident, ~~the~~LP ~~debt~~(‘Fengate”) ~~discount~~on ~~has~~April ~~been~~28, ~~amortized~~2017.

OnThe ~~September~~convertible ~~26,~~debentures ~~2016,~~are convertible into shares of the Company’s ~~entered~~common ~~into~~stock aat ~~securities~~an ~~purchase~~initial ~~agreement~~conversion ~~with~~price aof ~~non-US~~$0.71 ~~institutional~~per ~~investor~~share, ~~pursuant~~for an aggregate of up to ~~which~~3,239,437 inshares. ~~consideration~~The ~~for~~debentures ~~proceeds~~originally ofaccrued ~~$4,100,000,~~interest ~~the~~at ~~Company~~6% ~~issued~~per aannum. ~~secured~~On ~~convertible~~September ~~promissory~~26, ~~note~~2016 in the ~~amount~~Company ofentered ~~$4,100,000.~~into ~~Pursuant~~an amendment agreement related to ~~the~~these ~~securities~~convertible ~~purchase~~debentures ~~agreement,~~whereby the ~~investor~~applicable ~~has~~interest ~~agreed,~~rate was increased from ~~time~~6% to ~~time~~8% ~~after~~and ~~January~~provisions 1,added ~~2017,~~to allow the investor to ~~make~~transfer, ~~additional~~sell ~~investments~~or athypothecate the ~~Company’s~~convertible ~~request~~notes ofsubject up to ~~$5,900,000.~~applicable Onsecurities ~~May~~laws. 9,The ~~2017,~~maturity ~~the~~date ~~Company~~of ~~received~~ the ~~second~~notes ~~tranche~~was ofalso ~~funding~~extended ~~with~~through ~~proceeds~~September ~~of $4~~30,~~400,000~~ ~~and~~2019. onWe ~~May~~considered ~~16,~~ASC ~~2018~~Topic ~~the~~470-50, ~~third~~Debt ~~tranche~~Modifications ofand $1Extinguishments,~~500,000~~ ~~for~~and adetermined ~~total~~that ~~investment~~the bymodification ~~the~~was ~~investor~~not ofdeemed ~~$10,000,000~~substantial.

~~The~~Due ~~Company~~to ~~used~~the note being convertible to common shares of the ~~proceeds~~Company, a beneficial conversion feature analysis was performed. The intrinsic value of the ~~secured~~conversion ~~convertible~~feature ~~note~~was ~~for~~$647,888 ~~general~~which ~~working~~was ~~capital~~recognized ~~purposes~~as ~~including~~debt ~~settlement~~discount. As of ~~accounts~~November ~~payable~~30, ~~and~~2017, ~~repayment~~the full amount of ~~mature~~the ~~loans~~debt discount has been amortized.

12On ~~Table~~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 ~~Contents~~$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. On May 9, 2017, the Company received the second tranche of funding with proceeds of $4,400,000 and on May 16, 2018 the third tranche of $1,500,000 for a total investment by the investor of $10,000,000.

InThe ~~consideration of each advance made by the investor pursuant to the securities purchase agreement, the~~ Company ~~issued~~used to the ~~investor~~proceeds ~~a convertible promissory note~~ of ~~equal value, maturing on September 30, 2019, and bearing interest at~~ the ~~rate~~secured ofconvertible ~~8% per annum. Each~~ note isfor ~~secured~~general inworking ~~first~~capital ~~priority~~purposes ~~against~~including ~~the~~settlement ~~present and after acquired assets~~ of ~~the~~accounts ~~Company~~payable and isrepayment ~~convertible in whole or in part at the option~~ of ~~the~~mature ~~holder into common shares of the Company at a conversion price of $0~~loans.~~60 per share, for an aggregate of up to 16,666,667 shares. These convertible notes were subsequently acquired by Fengate on April 28, 2017.~~

~~Due~~12 toTable ~~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 $3,333,334 and was recognized as a debt discount. As of November 30, 2020, $3,333,334 of the debt discount was amortized to interest of which $334,988 was amortized during the current year compared to $855,987 in the prior year. As of November 30, 2020, the debt discount was fully amortized.Contents

OnIn ~~November~~consideration ~~30,~~of ~~2018~~each ~~the~~advance ~~Company~~made ~~and~~by ~~Fengate~~the ~~entered~~investor ~~into~~pursuant ato ~~Securities~~the ~~Purchase~~securities ~~Amendment~~purchase ~~Agreement~~agreement, ~~(‘SPA’) pursuant to which~~ the Company ~~has~~issued ~~agreed~~ to ~~issue~~the toinvestor ~~Fengate~~a ~~additional~~ convertible promissory ~~notes~~note ~~(collectively, the “2018 and 2019 Convertible Notes”)~~ of upequal ~~to $10~~value,~~000,000,~~ ~~subject~~maturing toon ~~certain~~September ~~terms~~30, 2019, and ~~conditions.~~bearing ~~Each portion of the principal amount advanced pursuant to the SPA will bear~~ interest at the rate of ~~twelve percent (12~~8%) per annum. ~~and~~Each ~~will~~note bewas ~~payable~~secured ~~monthly~~ in ~~arrears~~first topriority ~~Fengate.~~against ~~Outstanding~~the ~~principal~~present and ~~interest~~after ~~will~~acquired ~~continue~~assets toof ~~be secured by~~ the ~~general~~Company ~~security~~and ~~agreement~~was ~~dated~~convertible ~~September~~in ~~26,~~whole ~~2016,~~or ~~which~~in ~~forms a~~ part ofat the ~~Agreement.~~option ~~The holder~~ of the ~~note~~holder ~~may also elect from time to time to convert all or a portion of the outstanding principal and interest~~ into common shares of the Company at a ~~25%~~conversion ~~discount~~price toof ~~the~~$0.60 ~~average~~per ~~closing~~share, ~~price~~for an aggregate of ~~the~~up ~~common~~to 16,666,667 shares. ~~during~~These ~~the~~convertible 10notes ~~trading~~were ~~days~~subsequently ~~immediately~~acquired ~~prior~~by toFengate ~~the~~on ~~applicable~~April ~~conversion~~28, ~~date~~2017.

OnDue ~~November~~to ~~30, 2018~~ the ~~Company~~notes ~~received~~being ~~the~~convertible ~~first~~to ~~tranche~~common ofshares ~~funding with proceeds~~ of $3the Company,~~400,780.~~ ~~The~~a ~~2nd~~beneficial ~~tranche~~conversion offeature ~~$2,804,187~~analysis was ~~received on April 13, 2019~~performed. The ~~3rd~~intrinsic ~~tranche~~value of ~~$3,795,033~~the ~~less~~conversion ~~$936,168~~feature ~~withheld~~of ~~for~~the ~~interest~~notes ~~payments~~amounted up to ~~and including June 30~~$3,333,334 ~~2020~~and was ~~received~~recognized onas ~~November~~a 6,debt ~~2019~~discount. OnAs ~~March~~of 5November 30, ~~2020~~2021, $3,333,334 of the ~~2018~~debt ~~and~~discount ~~2019~~was ~~Convertible~~amortized ~~Notes~~to ~~were~~interest ~~amended~~of towhich ~~increase~~$334,988 ~~the~~was ~~amount~~amortized ofduring the ~~3rd~~current ~~tranche~~year bycompared to $~~936~~855,~~168~~987 ~~representing~~in the ~~amount~~prior ~~previously withheld as interest payment~~year. ~~The~~As ~~withheld~~of ~~interest~~November ~~was~~30, ~~subsequently~~2021, ~~received~~the ondebt ~~March~~discount ~~12,~~was ~~2020.~~fully amortized.

~~The~~On ~~Company~~November ~~analyzed~~30, 2018 the ~~embedded~~Company ~~conversion~~and ~~option~~Fengate onentered ~~the~~into ~~convertible~~a ~~notes~~Securities ~~for~~Purchase ~~derivative~~Amendment ~~accounting~~Agreement ~~consideration~~("SPS") ~~under~~pursuant ~~ASC~~to ~~815-15~~which ~~“Derivatives~~the ~~and~~Company ~~Hedging”~~has ~~and~~agreed ~~determined~~to ~~that~~issue ~~the~~to ~~conversion~~Fengate ~~option~~additional onconvertible promissory notes (collectively, the “2018 and 2019 Convertible ~~Note~~Notes”) ~~qualified~~of ~~for~~up ~~derivative~~to ~~accounting~~$10,000,000, subject to certain terms and conditions. ~~The~~Each ~~Company~~portion ~~used~~of the ~~Black-Scholes~~principal ~~model~~amount toadvanced ~~value~~pursuant to the ~~embedded~~SPA ~~conversion~~boar ~~option~~interest at ~~$892,000 on~~ the ~~issuance~~rate ~~date~~ of ~~November~~twelve ~~30,~~percent ~~2018,~~(12%) ~~$1,911,256~~per onannum ~~the~~and ~~issuance~~will ~~date~~be ofpayable ~~April~~monthly ~~13,~~in ~~2019~~arrears ~~and~~to ~~$1,696,933~~Fengate. onOutstanding ~~the~~principal ~~issuance~~and ~~date~~interest ofwill ~~November~~continue 6,to ~~2019.~~be ~~The~~secured ~~assumptions~~by ~~used~~the ~~were~~general asecurity ~~discount~~agreement ~~rate~~dated ofSeptember ~~2.80%~~26, ~~1.96%~~2016, ~~and~~which ~~1.96%;~~forms ~~volatility~~a ~~rate~~part of ~~79.57%,~~the ~~104~~Agreement.~~70%~~ ~~and~~The ~~107.3%;~~holder ~~and~~of athe ~~term~~note ofmay ~~1.50,~~also ~~1.13~~elect ~~and~~from ~~0.57~~time ~~years~~to ~~respectively.~~time ~~The~~to ~~fair~~convert ~~values~~all or a portion of the ~~embedded~~outstanding ~~conversion~~principal ~~options~~and ~~were~~interest ~~recorded~~into ascommon ~~debt~~shares ~~discount~~of ~~and~~the ~~were~~Company ~~amortized~~at ~~over~~a 25% discount to the ~~term~~average closing price of the ~~2018~~common ~~and~~shares ~~2019~~during ~~Convertible~~the ~~Notes.~~10 ~~Amortization~~trading ofdays ~~debt~~immediately ~~discount~~prior ~~for~~to the ~~years~~applicable ~~ended~~conversion ~~November~~date. ~~30,~~The ~~2020~~2018 and 2019 ~~was~~Convertible ~~$1,885,587~~Notes ~~and~~(aka $“Amended SPA Notes”) were extended until December 1,~~857,295,~~ ~~respectively~~2021. The ~~unamortized~~Maturity ~~discount~~Date as of the Amended SPA Notes was extended to November 30, ~~2020~~2025, isas $0described below.

On ~~January~~November 930, ~~2020~~2018 the Company ~~and~~received ~~Fengate~~the ~~entered~~first ~~into~~tranche anof ~~Amendment~~funding towith ~~Convertible~~proceeds ~~Promissory Notes Agreement to amend the terms~~ of ~~the convertible notes issued on February 5, 2015 (US~~$13,~~800~~400,~~000),~~780. ~~May~~The ~~14,~~2nd ~~2015~~tranche ~~(US~~of $~~500~~2,~~000)~~804,187 ~~September~~was ~~26,~~received ~~2016~~on ~~(US$4,100,000),~~April ~~May 9~~13, ~~2017~~2019. ~~(US$4,400,000)~~The ~~and~~3rd ~~May~~tranche ~~16,~~of ~~2018 (US~~$13,~~500~~795,~~000)~~033 ~~(collectively~~less ~~the “2016 Convertible Notes”). Pursuant to the Amendment~~$936,168 ~~Fengate~~withheld ~~has~~for ~~agreed~~interest topayments ~~convert~~up ~~all of the 2016 Notes on or before the earlier~~ to ~~occur of (i) the maturity date of the 2016 Convertible Notes~~ and ~~(ii)~~including ~~the~~June ~~Company~~30, ~~raising~~2020 ~~new~~was ~~equity~~received ~~investment~~on ofNovember ~~not less than US$2~~6,~~000,000,~~ on2019. ~~terms~~On ~~mutually~~March ~~acceptable~~5, to2020, ~~Fengate and~~ the ~~Company~~2018 ~~(subject~~and to2019 ~~Fengate’s~~Convertible ~~regulatory considerations). Conversion of the 2016~~ Notes ~~will~~were ~~occur~~amended ~~in a single conversion transaction at a price that is equal~~ to aincrease ~~25% discount to~~ the ~~average~~amount ~~closing price~~ of the ~~Company’s~~3rd ~~common~~tranche ~~stock~~by ~~for the 10 trading days immediately prior to the conversion date~~$936,168 ~~with~~representing the ~~exact~~amount ~~structure~~previously ofwithheld ~~the~~as ~~conversion~~interest ~~to be determined by the parties~~payment. OnThe ~~June~~withheld 3,interest ~~2020 the maturity date~~ was ~~extended~~subsequently ~~from~~received ~~August~~on 31March ~~to December 31~~12, 2020. ~~The Amendment also extended the maturity date of the 2018 and 2019 Convertible Notes to December 1, 2021.~~

The Company analyzed the embedded conversion option on the convertible notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion option on the 2018 Convertible Note qualified for derivative accounting. The Company used the Black-Scholes model to value the embedded conversion option at $892,000 on the issuance date of November 30, 2018, $1,911,256 on the issuance date of April 13, ~~Table~~2019 and $1,696,933 on the issuance date of ~~Contents~~November 6, 2019. The assumptions used were a discount rate of 2.80%, 1.96% and 1.96%; volatility rate of 79.57%, 104.70% and 107.3%; and a term of 1.50, 1.13 and 0.57 years respectively. The fair values of the embedded conversion options were recorded as debt discount and were amortized over the term of the 2018 and 2019 Convertible Notes. Amortization of debt discount for the years ended November 30, 2021 and 2020 was $1,885,587 and $1,857,295, respectively. The unamortized discount as of November 30, 2021 is $0.

~~The~~On January 9, 2020 the Company ~~analyzed~~and Fengate entered into an Amendment to Convertible Promissory Notes Agreement to amend the ~~embedded~~terms ~~conversion~~of ~~option~~the convertible notes issued on ~~the~~February ~~amended~~5, 2015 (US$1,800,000), May 14, 2015 (US$500,000), September 26, 2016 (US$4,100,000), May 9, 2017 (US$4,400,000) and May 16, 2018 (US$1,500,000) (collectively the “2016 Convertible Notes”). ~~for~~Pursuant ~~derivative~~to ~~accounting~~the ~~consideration~~Amendment, ~~under~~Fengate ~~ASC~~has ~~815-15~~agreed ~~“Derivatives~~to ~~and~~convert ~~Hedging”~~all ~~and~~of ~~determined~~the ~~that~~2016 Notes on or before the ~~conversion~~earlier ~~option~~to ~~qualified~~occur ~~for~~of ~~derivative~~(i) ~~accounting.~~the Onmaturity ~~January~~date 9,of ~~2020~~the 2016 Convertible Notes and (ii) the Company ~~used~~raising new equity investment of not less than US$2,000,000, on terms mutually acceptable to Fengate and the ~~Black-Scholes~~Company ~~model~~(subject to ~~value~~Fengate’s regulatory considerations). Conversion of the ~~embedded~~2016 Notes will occur in a single conversion ~~options~~transaction at ~~$7,965,083.~~a ~~The~~price ~~assumptions~~that ~~used~~is ~~were~~equal to a 25% discount ~~rate~~to the average closing price of ~~1.96%~~the Company’s common stock for the 10 trading days immediately prior to the conversion date, ~~volatility~~with ~~rate~~the exact structure of ~~148.8%;~~the ~~and~~conversion ato ~~term~~be ofdetermined ~~0.39~~by ~~years~~the ~~respectively~~parties. ~~The~~On ~~modification~~June ~~resulted~~3, in2020 $3the maturity date was extended from May 31 to December 31,~~981,221~~ of2020. ~~APIC~~The ~~previously~~Amendment ~~recorded~~also ~~for~~extended ~~beneficial~~the ~~conversion~~maturity ~~feature~~date of ~~these~~the ~~convertible~~2018 ~~notes~~and ~~being~~2019 ~~reclassified~~Convertible asNotes ~~derivative~~to ~~liability~~December 1, 2021.

OnThe ~~November 30, 2020, the~~ Company ~~entered~~analyzed ~~into a fourth amendment of~~ the ~~2016~~embedded ~~Convertible~~conversion ~~Notes~~option ~~and~~on the ~~2018~~amended ~~and~~“2016 ~~2019~~ Convertible Notes” ~~wherein~~for ~~the~~derivative ~~Company~~accounting ~~will~~consideration ~~issue~~under toASC ~~Fengate~~815-15 ~~29,432,320~~“Derivatives ~~shares~~and ofHedging” ~~Company Preferred Stock (representing $17,659,392 of principal~~ and ~~interest~~determined ~~converted~~that ~~into~~the ~~Preferred~~conversion ~~Stock~~option atqualified ~~the~~for ~~rate~~derivative ~~of $0~~accounting.60 ~~per~~On ~~share),~~January ~~in full and complete satisfaction of (i) all amounts owing under the 2016 Convertible Notes through November 30~~9, 2020 ~~(including~~the ~~accrued~~Company ~~interest~~used ~~thereon) and (ii) all accrued interest on~~ the ~~2018~~Black-Scholes ~~and~~model ~~2019 Convertible Notes through November 30, 2020. The conversion is expected~~ to ~~occur~~value ~~during~~ the ~~third~~embedded ~~fiscal~~conversion ~~quarter~~options ofat ~~2021~~$7,965,083. The ~~2018~~assumptions ~~and~~used ~~2019 Convertible Notes~~ were ~~further amended to (i) eliminate the conversion feature of such notes, (ii) provide for~~ a ~~simple~~discount ~~interest~~ rate of 81.96% ~~per annum~~, ~~with~~volatility ~~the~~rate ~~first 2 years~~ of ~~interest payable at maturity of the 2018 and 2019 Convertible Notes and the last three years of interest payable quarterly beginning August 31, 2023~~148.8%; and ~~(iii)~~a ~~extend~~term ~~the maturity~~ of ~~such notes until November 30, 2025~~0.39 ~~Pursuant~~years ~~to this amendment, all notes no longer qualified for derivative accounting~~respectively. AsThe ~~such,~~modification ~~the~~resulted ~~value~~in ~~of the embedded conversion options of all notes of~~ $53,~~494~~981,~~363~~221 ~~was~~of ~~credited~~APIC topreviously ~~additional~~recorded ~~paid~~for inbeneficial ~~capital.~~conversion ~~The~~feature ~~issuance~~ of ~~the~~these ~~Preferred~~convertible ~~Shares~~notes isbeing ~~subject~~reclassified toas ~~stockholder~~derivative ~~approval~~liability.

WeOn ~~considered~~November ~~ASC~~30, ~~Topic 470-50~~2020, ~~Debt~~the ~~Modifications~~Company entered into a fourth amendment of the 2016 Convertible Notes and ~~Extinguishments~~the in2018 ~~connection~~and ~~with~~2019 Convertible Notes wherein the ~~amendment~~Company will issue to Fengate 29,432,320 shares of ~~the~~Company Preferred Stock (representing $17,659,392 of principal and interest converted into Preferred Stock at the rate of $0.60 per share), in full and ~~maturity~~complete ~~date~~satisfaction of (i) all amounts owing under the 2016 Convertible Notes through November 30, 2021 (including accrued interest thereon) and (ii) all accrued interest on the 2018 and 2019 Convertible Notes ~~and~~through ~~determined~~November ~~that~~30, ~~the~~2021. ~~modification~~The ~~would~~conversion bewas ~~considered~~originally aexpected ~~debt~~to ~~extinguishment~~occur by the end of June, 2021. The ~~unamortized~~2018 ~~discount~~and 2019 Convertible Notes were further amended to (i) eliminate the conversion feature of $1such notes,~~092~~ (ii) provide for a simple interest rate of 8% per annum,~~295~~ with the first 2 years of interest payable at maturity of the ~~date~~2018 and 2019 Convertible Notes and the last three years of ~~amendment~~interest ~~was~~payable ~~recognized~~quarterly asbeginning aFebruary ~~loss~~28, on2023; ~~debt~~and ~~extinguishment~~(iii) ~~for~~extend the ~~year~~maturity ~~ended~~of such notes until November 30, ~~2020~~2025. Pursuant to this amendment, all notes no longer qualified for derivative accounting. As such, the value of the embedded conversion options of all notes of $5,494,363 was credited to additional paid in capital.

OnThe ~~June~~consummation ~~30, 2021, the Board~~ of ~~Directors of~~ the ~~Company,~~foregoing ~~unanimously~~transaction ~~consented~~is subject to ~~amend~~(i) ~~its~~authorization ~~Articles~~and issuance of ~~Incorporation~~the toPreferred ~~among~~Stock, ~~other~~which ~~things~~is ~~authorize~~subject ~~29,432,320~~to ~~shares~~approval of ~~Preferred~~the ~~Stock,~~requisite ~~$0.001~~number ~~par~~of ~~value.~~common Ashares ~~majority~~ of the Company’s, ~~stockholders have~~in ~~also~~accordance ~~approved~~with ~~the~~Nevada ~~amendment~~law toand the ~~Articles~~Company’s oforganizational ~~Incorporation.~~documents, ~~The~~and ~~effectiveness~~(ii) ofNote ~~these~~Holder’s ~~Amendments~~obligation ~~are subject~~ to ~~the~~remain ~~filing~~in ofcompliance ~~an information statement~~ with ~~the~~regulations USgoverning ~~SEC~~its ~~and the~~ownership ~~State~~ of ~~Nevada~~voting shares.

~~NOTE~~13 6.Table ~~PAYCHECK~~of ~~PROTECTION PROGRAM (PPP) LOAN~~Contents

The Company and Note Holder had previously undertaken to consummate the foregoing transactions no later than June 30, 2021. On ~~May~~March 2829, ~~2020~~2022, the ~~Company~~Board ~~obtained~~of aDirectors ~~Paycheck~~approved ~~Protection~~an ~~Program~~amendment ~~(PPP)~~to ~~loan~~our inCertificate ~~the~~of ~~amount~~Incorporation ofwhich ~~$135~~authorizes 29,~~165~~432,320 shares of Company Preferred Stock. ~~These~~On ~~business~~March ~~loans~~30, ~~were~~2022, ~~established~~more bythan ~~the~~a ~~2020~~majority USin ~~Federal~~interest ~~government~~of ~~Coronavirus~~our ~~Aid,~~common ~~Relief,~~shares ~~and~~by ~~Economic~~written ~~Security~~consent ~~Act~~approved ~~(CARES~~such ~~Act)~~amendment to ~~help~~our ~~certain~~Certificate ~~businesses,~~of ~~self-employed~~Incorporation. ~~workers,~~The ~~sole~~effectiveness ~~proprietors,~~of ~~certain~~this ~~nonprofit~~shareholder ~~organizations,~~approval ~~and~~is ~~tribal~~pending ~~businesses~~the ~~continue~~filing ~~paying~~of ~~their~~an ~~workers~~information statement with the SEC and mailing to our shareholders. The Company expects to consummate this transaction prior to September 30, 2022

~~The~~We ~~CARES~~considered ~~Act~~ASC ~~was~~Topic ~~established~~470-50, inDebt ~~order~~Modifications toand ~~enable~~Extinguishments ~~small~~in ~~businesses~~connection towith ~~pay employees during~~ the ~~economic~~amendment ~~slowdown~~of ~~caused by COVID-19 by providing forgivable loans to qualifying businesses for up to 2.5 times their average monthly payroll costs. The amount borrowed under~~ the ~~CARES~~interest ~~Act~~rate and ~~used~~maturity ~~for payroll costs, rent, mortgage interest, and utility costs during the 24 week period after the~~ date of ~~loan disbursement is eligible to be forgiven provided that (a) we use~~ the ~~PPP~~2018 ~~Funds during the eight week period after receipt thereof,~~ and ~~(b)~~2019 ~~the~~Convertible ~~PPP~~Notes ~~Funds are only used to cover payroll costs (including benefits), rent, mortgage interest,~~ and ~~utility~~determined ~~costs.~~that ~~While~~ the ~~full~~modification ~~loan~~would ~~amount may~~ be ~~forgiven,~~considered ~~the~~a ~~amount~~debt ~~of loan forgiveness will be reduced if, among other reasons, we do not maintain staffing or payroll levels or less than 60% of the loan proceeds are used for payroll costs~~extinguishment. ~~Principal~~The ~~and~~unamortized ~~interest~~discount ~~payments on any unforgiven portion~~ of ~~the PPP Funds will be deferred to the date the SBA remits the borrower’s loan forgiveness amount to the lender or~~$1, ~~if the borrower does not apply for loan forgiveness~~092,295 10at ~~months after~~ the ~~end~~date of ~~the~~amendment ~~borrower’s~~was ~~loan~~recognized ~~forgiveness~~as ~~period for six months and will accrue interest at~~ a ~~fixed~~loss ~~annual~~on ~~rate~~debt ofextinguishment ~~1.0%~~for ~~and~~the ~~carry a two~~ year ~~maturity~~ended ~~date.~~November ~~There~~30, ~~is no prepayment penalty on the CARES Act Loan.~~ 2020

OnNOTE ~~June~~7. ~~17,~~NON-CONTROLLING ~~2021,~~INTEREST ~~the~~INVESTMENT ~~Small~~IN ~~Business~~BRAIN ~~Administration~~ARMOR, ~~(SBA) approved the Company’s PPP loan forgiveness application~~INC.

~~NOTE~~On 7.March ~~NON~~30, 2021, a non-~~CONTROLLING~~US ~~INTEREST~~investor ~~INVESTMENT~~subscribed INto ~~BRAIN~~the ~~ARMOR~~acquisition of 333,333 ~~INC~~units of the Company’s Brain Armor Inc subsidiary. Each unit is comprised of one share of Brain Armor stock, $0.001 par value and a common stock purchase warrant evidencing the right to purchase one share of Common Stock. The 333,333 units were sold at a per unit price of USD $0.30 for an aggregate purchase price of USD $100,000 which was received by the Company on March 30, 2021. The vesting and exercise prices of the warrants are as follows:

On● ~~March~~1/3 ~~30,~~of ~~2021,~~shares ashall ~~non-US~~be ~~investor~~exercisable ~~subscribed~~6 tomonths ~~the~~after ~~acquisition of 333,333 units of~~ the ~~Company’s~~subscription ~~Brain~~date ~~Armor~~at ~~Inc~~an ~~subsidiary.~~exercise ~~Each~~price ~~unit is comprised~~ of ~~one share of Brain Armor stock,~~ $0.~~001~~45 ~~par~~per ~~value~~share ~~and~~● a1/3 ~~common~~of ~~stock~~shares ~~purchase~~shall ~~warrant~~be ~~evidencing~~exercisable ~~the~~12 ~~right~~months toafter ~~purchase~~the ~~one~~subscription ~~share~~date ~~of Common Stock. The 333,333 units were sold~~ at aan ~~per~~exercise ~~unit~~ price of ~~USD~~ $0.3060 ~~for~~per anshare ~~aggregate~~● ~~purchase~~1/3 ~~price~~ of ~~USD~~shares ~~$100,000~~shall ~~which~~be ~~was~~exercisable ~~received~~18 bymonths after the ~~Company~~subscription ondate ~~March~~at ~~30,~~an ~~2021. The vesting and~~ exercise ~~prices~~price of ~~the~~$0.75 ~~warrants~~per ~~are as follows:~~share

●On ~~1/3~~May of5, ~~shares~~2021, ~~shall~~a beUS ~~exercisable~~investor 6subscribed ~~months~~to ~~after~~the acquisition of 3,333,333 units of the ~~subscription~~Company’s ~~date~~Brain atArmor anInc ~~exercise~~subsidiary, ~~price~~with each unit being comprised of one share of Brain Armor stock, $0.45001 ~~per~~par ~~share~~value ●and ~~1/3~~a ofcommon ~~shares~~stock ~~shall~~purchase bewarrant ~~exercisable~~evidencing 12the ~~months~~right ~~after~~to ~~the~~purchase ~~subscription~~one ~~date~~share of Common Stock at ana ~~exercise~~per unit price of USD $0.6030 ~~per~~for ~~share~~an ●aggregate ~~1/3~~purchase price of ~~shares~~USD ~~shall~~$1,000,000 beof ~~exercisable~~which 18$100,000 ~~months~~was ~~after~~received by the Company on May 13, 2021 and $100,000 on May 27, 2021. This subscription ~~date~~agreement athas ansince ~~exercise~~been ~~price~~terminated by mutual agreement of $0Brain Armor Inc.75 ~~per~~and ~~share~~the investor.

14The ~~Table~~vesting and exercise prices of ~~Contents~~the warrants are as follows:

On● ~~May~~1/3 5,of ~~2021,~~shares ashall USbe ~~investor~~exercisable ~~subscribed~~6 tomonths ~~the~~after ~~acquisition of 3,333,333 units of~~ the ~~Company’s~~subscription ~~Brain~~date ~~Armor~~at ~~Inc~~an ~~subsidiary,~~exercise ~~with each~~price ~~unit being comprised~~ of ~~one share of Brain Armor stock,~~ $0.~~001~~45 ~~par~~per ~~value~~share ~~and~~● a1/3 ~~common~~of ~~stock~~shares ~~purchase~~shall ~~warrant~~be ~~evidencing~~exercisable ~~the~~12 ~~right~~months toafter ~~purchase~~the ~~one~~subscription ~~share~~date ~~of Common Stock~~ at aan ~~per~~exercise ~~unit~~ price of ~~USD~~ $0.3060 ~~for~~per anshare ~~aggregate~~● ~~purchase~~1/3 ~~price~~ of ~~USD~~shares ~~$1,000,000~~shall ofbe ~~which~~exercisable ~~$100,000~~18 ~~was~~months ~~received~~after by the ~~Company on May 13, 2021 and $100,000 on May 27, 2021. This~~ subscription ~~agreement~~date ~~has~~at ~~since~~an ~~been~~exercise ~~terminated~~price ~~by mutual agreement~~ of ~~Brain Armor Inc~~$0.75 ~~and~~per ~~the investor.~~ share

~~The~~14 ~~vesting~~Table ~~and exercise prices~~ of ~~the warrants are as follows:~~Contents

●NOTE ~~1/3 of shares shall be exercisable 6 months after the subscription date at an exercise price of $0~~8.45 ~~per~~COMMITMENTS ~~share~~AND ● 1/3 of shares shall be exercisable 12 months after the subscription date at an exercise price of $0.60 per share ● 1/3 of shares shall be exercisable 18 months after the subscription date at an exercise price of $0.75 per shareCONTINGENCIES

~~NOTE~~Everlast 8.License ~~COMMITMENTS AND CONTINGENCIES~~Agreement

~~Everlast~~On ~~License~~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.

OnThe ~~December~~Everlast ~~23,~~License ~~2013,~~Agreement ~~the~~includes ~~Company entered into~~ a ~~Deed~~clause ofstating ~~Assignment~~that ~~Agreement with Everlast World’s Boxing Headquarters Corporation, International Brand Management Limited, Sports Nutrition Products Incorporated and~~ Manchester Capital Incorporated ~~wherein~~will ~~Everlast,~~guarantee ~~International~~that ~~Brand,~~the ~~Sports~~Licensee ~~Nutrition~~shall ~~and~~perform ~~Manchester~~all ~~Capital~~of ~~are~~its ~~parties~~obligations ~~to a trade mark license~~ and ~~Sports~~duties ~~Nutrition,~~under athe ~~New~~License ~~York~~Agreement. ~~corporation,~~If ~~has~~the ~~assigned~~Licensee ~~its~~defaults ~~interest~~ in the ~~trade~~payment ~~mark~~when ~~license~~due ~~to the Company. Pursuant to the terms~~ of ~~the~~any ~~assignment~~amount ~~agreement,~~it ~~Sports~~is ~~Nutrition~~obliged ~~Products~~to ~~Incorporated,~~pay ato ~~wholly~~Licensor ~~owned~~under ~~subsidiary~~the ofLicense ~~Trident Brands Incorporated~~Agreement, ~~assigned~~or ~~all~~arising offrom its ~~rights~~termination, ~~title,~~Manchester ~~interest~~Capital ~~and~~is ~~benefit~~unconditionally responsible to ~~the~~pay ~~trade~~that ~~mark~~amount ~~license~~ to ~~the~~Licensor ~~Company~~in ~~effective December 23, 2013 and~~ the ~~Company~~manner ~~assumed~~prescribed ~~all~~in of the ~~obligations~~License ofAgreement ~~Sports~~as ~~Nutrition~~if ~~Products~~it ~~Incorporated~~were ~~under~~ the ~~license agreement~~Licensee. ~~The Company shall remain responsible to Everlast and International Brand for all acts and omissions of the subsidiary, Sports Nutrition Products Inc.~~

The ~~Everlast~~Royalty ~~License~~Calculation, ~~Agreement~~as ~~includes~~per athe ~~clause~~terms ~~stating~~of ~~that~~the ~~Manchester~~agreement, ~~Capital~~are ~~Incorporated~~as ~~will~~follows: ~~guarantee~~In ~~that~~2013, ~~the~~7% ~~Licensee~~of ~~shall~~Net ~~perform~~Retail ~~all~~Sales and 7% of ~~its~~60% ~~obligations~~of Direct Response Sales Revenue; in 2014, 8% of Net Retail Sales and ~~duties~~8% ~~under~~of ~~the~~60% ~~License~~of ~~Agreement.~~Direct IfResponse ~~the~~Sales ~~Licensee~~Revenue; ~~defaults~~in 2015, 9% of Net Retail Sales and 9% of 60% of Direct Response Sales Revenue; in ~~the~~2016 ~~payment~~onwards, ~~when~~10% ~~due~~of Net Retail Sales and 10% of ~~any~~60% ~~amount~~of itDirect isResponse ~~obliged~~Sales toRevenue. ~~pay~~The toAnnual ~~Licensor~~Minimum ~~under~~Guaranteed ~~the~~Royalty ~~License~~is ~~Agreement~~$120,000 orin ~~arising~~2014, ~~from~~$235,000 ~~its~~in ~~termination~~2015, ~~Manchester~~$320,000 ~~Capital~~in is2016, ~~unconditionally~~$345,000 ~~responsible~~in to2017 ~~pay~~and ~~that~~in ~~amount~~2018 toonwards, ~~Licensor~~if the Agreement remains in force, will be 75% of the ~~manner~~previous ~~prescribed~~Year’s inRoyalty Calculation or the ~~License~~previous ~~Agreement~~Year’s asAnnual ifMinimum itGuaranteed ~~were~~Royalty ~~the~~plus ~~Licensee~~10%, whichever is greater.

The agreement was terminated on December 31, 2017. On January 17, 2019, Everlast World’s Boxing Headquarters Corp. (“Everlast”) filed a counter claim against the Company and other defendants. In that lawsuit, Everlast seeks payment from the defendants under a License Agreement dated June 4, 2013, for $425,555 in unpaid royalties allegedly due and owing under the License Agreement and interest on the allegedly unpaid royalties of $96,265, which interest allegedly continues to accrue. Everlast has also sought all costs, expenses, and legal fees incurred by Everlast in collecting monies that it claims are due under the License Agreement. On February 26, 2020, the court in the Everlast matter issued an Opinion and Order granting a motion to dismiss all of the Company’s claims against Everlast and granting a motion for judgment on the pleadings as to liability against the Company. The Court left open the question of damages to be awarded to Everlast. The Company had requested that the parties participate in settlement discussions before a magistrate judge or, in the alternative, that Everlast engage in limited discovery on these matters. No settlement was reached. On October 15, ~~Table~~2020, the Court in the Everlast case ordered, adjudged and decreed that Plaintiff Everlast have judgment and recover a total of ~~Contents~~$738,946 from the Company as follows:

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 Revenue1. ~~The Annual Minimum Guaranteed Royalty is~~ $~~120~~425,000 inrepresenting ~~2014,~~royalty ~~$235,000~~payments indue ~~2015,~~to $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.Everlast;

~~The agreement was terminated on December 31, 2017~~2. OnInterest January 17, 2019, Everlast World’s Boxing Headquarters Corp. (“Everlast”) filed a counter civil lawsuit against the Company and other defendants. In that lawsuit, Everlast seeks payment from the defendants under a License Agreement dated June 4, 2013, for $425,555 in unpaid royalties allegedly due and owing under the License Agreement and interest on ~~the~~royalty ~~allegedly~~payments ~~unpaid~~computed ~~royalties~~through of $96,265, which interest allegedly continues to accrue. Everlast has also sought all costs, expenses, and legal fees incurred by Everlast in collecting monies that it claims are due under the License Agreement. On February 26, 2020, the court in the Everlast matter issued an Opinion and Order granting a motion to dismiss all of the Company’s claims against Everlast and granting a motion for judgment on the pleadings as to liability against the Company. The Court left open the question of damages to be awarded to Everlast. The Company had requested that the parties participate in settlement discussions before a magistrate judge or, in the alternative, that Everlast engage in limited discovery on these matters. No settlement was reached. On October 15, 2020, ~~the Court~~ in the ~~Everlast~~sum ~~case ordered, adjudged and decreed that Plaintiff Everlast have judgment and recover a total~~ of $~~738~~242,~~946 from the Company as follows:~~920;

~~1. $425,000 representing royalty payments due to Everlast; 2. Interest on royalty payments computed through October 15, 2020, in the sum of $242,920;~~ 3. Costs and attorneys’ fees in the sum of $71,026

On November 17, 2021, The Company ~~has~~entered ~~fully~~Into ~~accrued~~a Stipulation (“Stipulation”) of the litigation captioned Everlast World’s Boxing Headquarters Corp. (“Everlast”) , Plaintiff vs. Trident Brands, Inc. and Manchester Capital Inc., Defendants, Waukesha County Court Case No. 21 TJ 90. Under the terms of the Stipulation, the Company agreed to pay Everlast on or before February 15, 2022, the sum of $650,000 in full satisfaction of the Everlast’s judgment against the Company in the amount of $738,946. ~~liability~~Under asthe Stipulation, except for the first $250,000 of ~~November~~capital 30raised, ~~2020~~the Company is required to pay Everlast 20% of the gross amount of any capital raising transaction, until the full $650,000 is paid, provided however that the full $650,000 was required to have been paid no later than February 15, 2022.

OnThe orCompany ~~about~~failed ~~June~~to ~~30,~~pay ~~2021,~~Everlast the ~~Company,~~full ~~as Debtor~~$650,000 ~~and~~by ~~Trident~~February ~~Sports Nutrition~~15, ~~Inc. and Brain Armor Inc.~~2022, as ~~garnishee~~a ~~defendants,~~result ~~were~~of ~~served~~which ~~with~~the ~~garnishment~~Company ~~summons~~is ~~and~~obligated ~~complaint~~to inpay ~~Fond~~Everlast duthe ~~Lac~~judgment ~~County,~~amount ~~Wisconsin~~of ~~Circuit Court~~$738,945, ~~(Case~~plus ~~No.~~applicable ~~2021FJ0003).~~interest ~~The~~(a ~~Plaintiff~~total isof ~~Everlast~~$750,713 ~~who~~as isof ~~seeking~~August to21, ~~collect~~2021) ~~upon~~and aattorney’s ~~judgment~~fees, ~~entered~~less inany ~~the~~payments ~~United~~made. ~~States~~The ~~District~~estimated ~~Court~~liability ~~for~~as ~~the Southern District~~ of ~~New~~May ~~York~~31, ~~(Case~~2022 ~~No.~~due ~~19-CV-503).~~to ~~According~~accrued interest tois ~~Everlast~~$908,799 which the ~~judgment~~Company ashas offully ~~June~~accrued. ~~29,~~The ~~2021~~Company is currently in ~~the~~litigation ~~amount~~with ofEverlast ~~$745,814.61.~~regarding Everlast's methods to collect the judgements.

OnBanc ~~July 16, 2021, the Company filed an Answer asserting that its assets are subject to the security interest~~ of ~~LDF~~America ~~(MCTECH)~~Leasing ~~Investment Corp.~~ and should not be subject to garnishment. Trident Sports Nutrition, Inc. and Brain Armor Inc. both filed garnishee answers denying that either corporation had control or possession of assets belonging to Trident Brands, Inc. or was otherwise indebted to the Company. The time period for Everlast to respond to these pleadings expires on August 5, 2021.Capital

InOn ~~addition~~December 1, ~~Everlast~~2020, ~~has~~Bank ~~commenced~~of America Leasing and Capital, LLC filed a ~~proceeding~~legal action against the Company in ~~Waukesha~~the ~~County~~Superior Court for the State of California, ~~Wisconsin~~County ~~Circuit~~of ~~Court~~San Mateo (Case NoNO. 2120-TJCIV-9005306), ~~and~~alleging ~~the~~breach ~~Hon~~of contract. ~~Daniel~~The P.claim ~~Murray,~~arises ~~Court~~out ~~Commissioner,~~of ~~has~~a ~~ordered~~software services contract between the Company, ~~Anthony~~and MOracle Corporation. ~~Pallante~~Bank ~~and~~of ~~Peter~~America ~~Salvo~~Leasing toand ~~appear~~Capital, atLLC ~~his~~acquired ~~office~~Oracle’s ~~for~~rights aunder ~~supplemental~~the ~~examination~~agreement. onThe ~~July~~plaintiff ~~29,~~claims ~~2021~~the toCompany ~~answer~~is ~~under~~liable ~~oath~~for ~~concerning~~damages in the ~~property~~amount ~~and~~of ~~financial~~$217,000 ~~affairs~~plus ofinterests ~~the~~and ~~Company~~costs. The Company ~~and~~has ~~Messrs.~~not ~~Pallante~~filed ~~and~~an ~~Salvo~~answer ~~plan~~to onthis ~~defending~~complaint. ~~against~~On February 22, 2021, the ~~Order~~plaintiff ~~issued~~requested bythat the Court ~~Commissioner~~enter ona ~~jurisdictional~~default judgment against the Company. The Company intends to engage counsel and~~/or~~ ~~other~~defend ~~grounds~~against this claim.

~~Banc~~15 Table of ~~America Leasing and Capital~~ Contents

OnPIT December 1, 2020, Bank of America Leasing and Capital, LLC filed a legal action against the Company in the Superior Court for the State of California, County of San Mateo (Case NO. 20-CIV-05306), alleging breach of contract. The claim arises out of a software services contract between the Company and Oracle Corporation. Bank of America Leasing and Capital, LLC acquired Oracle’s rights under the agreement. The plaintiff claims the Company is liable for damages in the amount of $217,000 plus interests and costs. The Company did not file an answer to this complaint. On February 22, 2021, the plaintiff requested that the Court enter a default against the Company, which the court has done. Mycell

On June 3, 2019, the Company filed a lawsuit against PIT Mycell, LLC, William E. Peterson III, New Age Ventures, LLC, Volker Berl, and Mycell Technologies, LLC (“Mycell”) in the Superior Court in Bergen County, New Jersey, Civil Action No. BER-L-004198-19, in which the Company seeks to require the defendants to perform under and allow the enforcement of certain notes made by Mycell and acquired by the Company in September 2017. The notes are past their stated maturity date of December 31, 2016. The Company also alleges that the parties had entered into a written Settlement Agreement Letter of Intent dated March 14, 2019 (the “Settlement”), but that the defendants repudiated it shortly thereafter. The notes had been the subject of an earlier lawsuit in Virginia in state court in Fairfax County between the Company and PIT Mycell, LLC that the Settlement was intended to resolve. The Company seeks to enforce the notes and the Settlement in the New Jersey lawsuit and requests actual damages in an amount to be proven at trial, attorneys’ fees and litigation costs, specific performance requiring certain defendants to enforce obligations under the notes against Mycell, specific performance requiring the defendants to execute a final Settlement Agreement consistent with the Settlement, an order permitting foreclosure on the collateral for the notes, and declaratory relief. On January 24, 2020, the New Jersey court denied Defendant’s Motions to dismiss the case. The parties have engaged in written discovery and exchanged productions of documents. Mycell filed for bankruptcy on November 25, 2020. The bankruptcy is completed and the Company no longer has a claim on the new company that has since emerged from bankruptcy.

On June 3, 2019, the Company filed a lawsuit against PIT Mycell, LLC, William E. Peterson III, New Age Ventures, LLC, Volker Berl, and Mycell Technologies, LLC (“Mycell”) in the Superior Court in Bergen County, New Jersey, Civil Action No. BER-L-004198-19, in which the Company seeks to require the defendants to perform under and allow the enforcement of certain notes made by Mycell and acquired by the Company in September 2017. The notes are past their stated maturity date of December 31, 2016. The Company also alleges that the parties had entered into a written Settlement Agreement Letter of Intent dated March 14, 2019 (the “Settlement”), but that the defendants repudiated it shortly thereafter. The notes had been the subject of an earlier lawsuit in Virginia in state court in Fairfax County between the Company and PIT Mycell, LLC that the Settlement was intended to resolve. The Company seeks to enforce the notes and the Settlement in the New Jersey lawsuit and requests actual damages in an amount to be proven at trial, attorneys’ fees and litigation costs, specific performance requiring certain defendants to enforce obligations under the notes against Mycell, specific performance requiring the defendants to execute a final Settlement Agreement consistent with the Settlement, an order permitting foreclosure on the collateral for the notes, and declaratory relief. On January 24, 2020, the New Jesey court denied Defendant’s Motions to dismiss the case. The parties have engaged in written discovery and exchanged productions of documents. Mycell filed for bankruptcy on November 25, 2020. Contingencies

~~Please~~The ~~see~~Company ~~Item~~may 3.be ~~Legal~~subject ~~Proceedings~~to various legal proceedings and claims that arise in the ordinary course of ~~this~~business. ~~Quarterly~~The ~~Report~~Company ~~for~~records ~~updates~~a ~~which~~liability ~~occurred~~when ~~subsequent~~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 ~~August~~whether 31an exposure can be reasonably estimated. If any legal matter, ~~2021~~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 9. SUBSEQUENT EVENTS

On ~~September~~March 273, ~~2021~~2022, the Board ofauthorized ~~Directors of Trident Brands Incorporated, appointed Michael Friedman, as a Board of Director Member, as well as President and Chief Executive Officer of~~ the ~~Company,~~following ~~effective~~executive ~~October~~compensation ~~1, 2021. Concurrent with Mr. Friedman’s appointment, Scott Chapman and Anthony Pallante resigned as President and CEO of the Company, respectively.~~plan:

In- ~~connection~~Upon ~~with~~the ~~his~~closing ~~appointment~~of asan ~~President~~initial ~~and~~financing ~~CEO~~(greater than $2,000,000) then the ~~Company~~CEO ~~entered~~shall ~~into~~be aissued ~~one-year~~1.5% ~~employment~~of ~~agreement~~the ~~with~~fully Mrdiluted common stock and the Chairman shall receive 1.0% ~~Friedman~~of ~~which~~the isfully ~~renewable~~diluted bycommon stock; - Upon the uplisting of the Company ~~for two~~to 2the ~~year~~New ~~renewal~~York ~~periods.~~Stock ~~The~~Exchange ~~Agreement~~(NYSE) ~~provides~~or ~~for~~the anNasdaq ~~annual~~(whether ~~base~~by ~~salary~~merger ofor ~~$180~~operations),~~000~~ ~~and~~then anthe ~~equity~~CEO ~~compensation~~shall ~~grant~~be ofissued 1~~,100,000~~.5% ~~shares~~ of ~~company~~the fully diluted common stock ~~which~~and the Chairman shall ~~vest~~receive in1.0% 4of ~~equal~~the ~~quarterly~~fully ~~installments~~diluted ~~commencing~~common ~~January~~stock; 1,- ~~2022.~~Upon ~~Mr.~~the ~~Friedman~~closing isof ~~also~~an ~~eligible~~acquisition, ~~for~~then ~~annual~~the asCEO ~~well~~shall asbe ~~performance~~issued ~~based~~a ~~equity~~bonus ~~compensation~~equal ~~awards.~~3% Inof ~~addition,~~the hetotal isenterprise ~~eligible~~value ~~for~~of ~~transaction~~the ~~based~~deal ~~cash/equity~~and ~~bonuses~~the ~~equal~~Chairman toshall ~~three~~receive ~~percent~~2% of the total enterprise value of the ~~transaction~~deal, ~~including~~which anmay ~~acquisition~~at the option of the Company be paid in cash, or stock. If the bonus is paid in stock, then the stock shall be issued at a 20% discount to the market;

OnThe ~~October~~Company's ~~15,~~Board ~~2021,~~of aDirectors ~~Promissory~~also established ~~Note~~the ~~was~~following ~~issued~~compensation ~~to Anthony Pallante, Chairman~~ and abonus ~~significant~~plan ~~stockholder~~for ofits ~~the~~CEO ~~Company,~~ and ~~Grant~~reserved ~~Roberts. These~~some ~~Notes~~bonus ~~are~~stock ~~unsecured and were issued to these persons~~ in ~~consideration~~anticipation ~~for payments such persons made to creditors in satisfaction~~ of ~~amounts~~hiring ~~Company obligations. Mr. Roberts and Mr. Pallante loaned the Company $59,298 and $20,101, respectively. The Notes bear Interest at~~ a ~~rate~~COO ~~of 8% per annum. All unpaid principal~~ and ~~accrued interest shall be due and payable upon demand by the Holder at any time subsequent to six (6) months from the date the notes were issued.~~ CFO:

16 Table of Contents

*Total Revenue (in millions)**		Adjusted EBITDA*		Exercise Price**		Percent of Shares CEO ***			Percent of Shares COO***			Percent of Shares CFO***
$	1.00		N/A	$	0.05		1.00	%		0.25	%		0.25	%
$	2.00		N/A	$	0.125		1.00	%		0.25	%		0.25	%
$	4.00		N/A	$	0.25		1.00	%		0.25	%		0.25	%
$	8.00	$	80,000	$	0.50		1.00	%		0.25	%		0.25	%
$	12.00	$	150,000	$	0.75		1.00	%		0.25	%		0.25	%
$	18.00	$	225,000	$	1.00		1.00	%		0.25	%		0.25	%
$	30.00	$	450,000	$	1.50		1.00	%		0.25	%		0.25	%
$	45.00	$	675,000	$	2.50		1.00	%		0.25	%		0.25	%
$	75.00	$	1,312,500	$	5.00		1.00	%		0.25	%		0.25	%

~~ITEM~~* 2Until the Company achieves the $8 million revenue target, the executive will earn 100% of eligible shares upon attainment of the relevant revenue target. Commencing ~~MANAGEMENT’S~~with ~~DISCUSSION~~achievement ~~AND~~of ~~ANALYSIS~~the OF$8 ~~FINANCIAL~~million ~~CONDITIONS~~revenue ~~AND~~target, ~~RESULTS~~the OFexecutive ~~OPERATIONS~~will earn 75% of the eligible shares upon attainment of the revenue target and will earn 25% of the eligible shares upon attainment of the Adjusted EBITDA target.

~~Forward~~** ~~Looking~~Exercise ~~Statements~~Price shall be the lower of the Exercise Price set forth above or a 20% discount to the 5-day VWAP

~~The~~** ~~following~~Exercise ~~Management’s~~Price ~~Discussion~~shall ~~and~~not ~~Analysis of Financial Condition and Results of Operations (“MD&A”) should~~ be ~~read~~adjusted inaccordingly ~~conjunction with the interim consolidated financial statements, and notes thereto,~~ for ~~the~~any ~~quarter~~stock ~~ended August 31~~splits, ~~2021~~as ~~contained~~these ~~under~~Exercise ~~Item~~Prices 1are ofafter ~~this~~giving ~~Quarterly~~effect ~~Report~~to ~~on Form 10-Q (“Form 10-Q”) and in conjunction with~~ the ~~annual consolidated financial statements, and notes thereto, contained in the Annual Report on Form 10-K for the fiscal year ended November 30, 2020 (“Form 10-K”)~~split. ~~Unless otherwise indicated herein, the discussion and analysis contained in this MD&A includes information available through October 20, 2021.~~

~~Certain~~*** ~~statements~~Percent ~~contained~~of inShares ~~this~~shall 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~~based byon terms such as “anticipate”, “estimate”, “intend”, “project”, “potential”, “continue”, “believe”, “expect”, “could”, “would”, “should”, “might”, “plan”, “will”, “may”, “predict”, the ~~negatives~~number of ~~such~~fully ~~terms,~~diluted ~~and~~common 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. shares

~~Forward-looking~~On ~~statements~~March ~~contained~~3, in2022, ~~this~~the ~~MD&A~~Board ~~are~~also ~~based~~authorized onthe ~~certain~~award ~~factors and assumptions regarding expected growth, results~~ of ~~operations~~ 4, ~~performance~~000,000 ~~and~~shares ~~business~~to ~~prospects~~the ~~and~~Company's ~~opportunities~~employees. ~~While~~The weshares ~~consider~~will ~~these assumptions to~~ be ~~reasonable,~~vested ~~based on information currently available, they may prove to be incorrect. Forward-looking statements are also subject to certain factors, including risks~~ immediately and ~~uncertainties~~issued ~~that could cause actual results to differ materially from what we currently expect. These factors are more fully described in the “Risk Factors” section~~ all at ~~Item 1A of the Form 10-K~~once.

~~Forward-looking~~On ~~statements~~April ~~contained~~4, in2022, ~~this~~the ~~commentary~~Company ~~are~~announced ~~based~~that onit ~~our~~filed ~~current~~an ~~estimates,~~amendment ~~expectations~~to ~~and~~its ~~projections~~certificate of incorporation to: (1) authorize 29,320,432 shares of Preferred Stock which weit ~~believe~~will ~~are~~use ~~reasonable~~to assatisfy ofapproximately ~~the~~$17.7 ~~date~~Million of ~~this~~principal ~~report.~~and ~~You~~accrued ~~should~~interest ~~not~~due ~~place~~under ~~undue~~certain ~~importance~~convertible onnotes, ~~forward-looking~~representing ~~statements~~a ~~and~~conversion ~~should~~rate ~~not~~of ~~rely~~$0.60 ~~upon~~per ~~this~~share, ~~information~~and as(2) change the name of ~~any~~the ~~other~~corporation ~~date~~to SOLNI Group. ~~Other~~The ~~than~~amendment asauthorizing ~~required~~the ~~under~~Preferred ~~securities~~Shares ~~laws,~~was weapproved doby ~~not~~a ~~undertake~~majority toof ~~update~~the ~~any~~Company’s ~~forward-looking~~shareholders ~~information~~and atwas ~~any~~filed ~~particular~~with ~~time~~the State of Nevada on March 31, 2022. The amendments are expected to be effective by September 30, 2022.

~~All~~16 ~~dollar~~Table ~~amounts in this MD&A are expressed in thousands~~ of ~~U.S. dollars unless otherwise noted.~~ Contents

~~Results~~ITEM of2. ~~Operations~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

~~The~~Forward ~~following~~Looking ~~summary of our results of operations should be read in conjunction with our unaudited consolidated financial statements for the three and nine month periods ended August 31, 2021 and August 31, 2020.~~Statements

17The ~~Table~~following Management’s Discussion and Analysis of ~~Contents~~Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the interim consolidated financial statements, and notes thereto, for the quarter ended May 31, 2022 contained under Item 1 of this Quarterly Report on Form 10-Q (“Form 10-Q”) and in conjunction with the annual consolidated financial statements, and notes thereto, contained in the Annual Report on Form 10-K for the fiscal year ended November 30, 2021 (“Form 10-K”). Unless otherwise indicated herein, the discussion and analysis contained in this MD&A includes information available through July 27, 2022.

~~Our~~Certain ~~operating~~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 ~~for~~and ~~three~~may ~~month~~include ~~periods~~statements ~~ended~~regarding ~~August~~our 31future financial position, ~~2021~~business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes, plans and ~~August~~objectives. 31In some cases, ~~2020~~forward-looking ~~are~~statements ~~summarized~~can be identified by terms such as ~~follows:~~“anticipate”, “estimate”, “intend”, “project”, “potential”, “continue”, “believe”, “expect”, “could”, “would”, “should”, “might”, “plan”, “will”, “may”, “predict”, the negatives of such terms, and other similar expressions concerning matters that are not historical facts. To the extent any forward-looking statements contain future-oriented financial information or financial outlooks, such information is being provided to enable a reader to assess our financial condition, material changes in our financial condition, our results of operations, and our liquidity and capital resources. Readers are cautioned that this information may not be appropriate for any other purpose, including investment decisions.

	Three Months Ended			Three Months Ended
	August 31,			August 31,
	2021			2020
Revenues	$	26,611		$	273,044
Gross Profit	$	13,948		$	107,728
Operating Expenses	$	550,054		$	962,341
Other Expenses	$	(64,627	)	$	(11,846,356	)
Net Loss	$	(600,733	)	$	(12,700,969	)
Add back:
Interest Expense	$	199,792		$	833,040
Depreciation	$	-0-		$	222
Amortization	$	-0-		$	-0-
EBITDA	$	(400,941	)	$	(11,867,707	)
Add back:
Derivative Loss	$	-0-		$	11,013,316
Adjusted EBITDA	$	(400,941	)	$	(854,391	)

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

18Forward-looking ~~Table~~statements contained in this commentary are based on our current estimates, expectations and projections, which we believe are reasonable as of ~~Contents~~the date of this report. You should not place undue importance on forward-looking statements and should not rely upon this information as of any other date. Other than as required under securities laws, we do not undertake to update any forward-looking information at any particular time.

~~Revenues~~All ~~and~~dollar ~~Gross~~amounts ~~Profits~~in this MD&A are expressed in thousands of U.S. dollars unless otherwise noted.

~~Sales~~Results ~~for the three month period ended August 31, 2021 decreased to $26,611 versus $273,044 in the prior period. The decrease was the result~~ of ~~our~~Operations inability to fulfill various purchase orders due to being out of stock (OOS) of certain SKU’s, as a result of not having sufficient capital to purchase inventory. Subject to receipt of additional funding, we expect this lack of supply to resolve over the next three months, at which time we expect our sales will begin to recover. Gross profit decreased to $13,948 (52.4% of revenues) versus $107,728 (39.5% of revenues). We expect revenue to gradually decrease, unless and until we receive additional funding and secure needed inventory, at which time we expect our revenues to gradually recover. In addition, we intend to continue to look for distribution and supply chain partners to lower our costs.

~~Operating~~The ~~Expenses~~following summary of our results of operations should be read in conjunction with our unaudited consolidated financial statements for the three and six month periods ended May 31, 2022 and May 31, 2021.

~~Our~~17 ~~operating~~Table ~~expenses~~of ~~for the three month period ended August 31, 2021 and August 31, 2020 are summarized below:~~ Contents

	Three Months Ended August 31,		Three Months Ended August 31,
	2021		2020
Professional Fees	$	50,717	$	178,164
General & Administrative Expenses	$	388,465	$	550,875
Marketing, Selling & Warehousing Expenses	$	40,344	$	183,903
Management Salary	$	67,500	$	41,125
Rent	$	3,028	$	8,274

Our operating results for three month periods ended May 31, 2022 and May 31, 2021 are summarized as follows:

Operating expenses for the three month period ended August 31, 2021 were $550,054 as compared to $962,341 for the comparative period in 2020, a decrease of 42.8%. The decrease in our operating expenses was primarily due to a decrease in general & administrative expenses as a result of cost reductions and decreased marketing and selling expenses related to the decrease in sales. Legal expenses also decreased by $131,497. Subject to raising additional capital, we expect our operating expenses to increase as we ramp up our selling activities.

	Three Months Ended			Three Months Ended
	May 31,			May 31,
	2022			2021

Revenues	$	125,280		$	46,243
Gross Profit	$	(21,168	)	$	21,663
Operating Expenses	$	528,103		$	537,978
Other Expenses	$	234,170		$	200,008
Net Loss	$	(783,441	)	$	(716,323	)

Add back:
Interest Expense	$	234,170		$	200,008
Depreciation	$	-0-		$	-0-
Amortization	$	-0-		$	-0-

EBITDA	$	(549,271	)	$	(516,315	)

~~Other~~Revenues ~~Expenses~~and Gross Profits

~~Other~~Sales ~~expenses~~ for the three month period ended ~~August~~May 31, ~~2021~~2022 ~~were~~increased to $64125,~~627~~280 asversus ~~compared to~~ $1146,~~846,356~~243 ~~for~~in the ~~comparative~~prior period ~~in 2020, a decrease of 99~~.~~5%.~~ The ~~decrease~~increase ~~in other expenses~~ was ~~primarily~~the ~~due~~result toof a ~~decrease~~special insale ~~non-cash derivative loss~~ of ~~$11,013,316~~raw ~~and~~material. aGross ~~decrease~~profit indecreased ~~interest~~to ~~expense of~~ $~~633~~(21,~~248,~~168) ~~of which~~versus $~~358~~21,~~474~~663 ~~was~~or ~~due~~46.8% toof arevenues. ~~decrease~~Other inthan ~~debt~~this ~~and~~special ~~$274,566 due~~sales toof araw ~~decrease~~material, inwe ~~the~~currently ~~amortization~~have ofno ~~debt~~revenue. ~~discount related~~If towe ~~the~~are ~~non-cash~~able ~~derivative~~to ~~loss~~secure onsufficient ~~the~~additional ~~revaluation~~funding ofand ~~the~~needed ~~embedded~~inventory, ~~conversion~~we ~~option~~expect ofthat ~~all~~our ~~the~~revenues ~~convertible~~will ~~notes~~gradually recover. ~~There~~In ~~was~~addition, ~~also~~we aintend ~~gain~~to oncontinue ~~debt~~to ~~forgiveness~~look offor ~~the~~distribution ~~PPP~~and ~~loan~~supply ofchain ~~$135,165.~~partners ~~We expect interest expenses~~ to ~~remain~~lower ~~constant~~our costs.

19Operating ~~Table of Contents~~Expenses

~~Nine~~Our ~~Month~~operating ~~Periods~~expenses ~~Ended~~for ~~August~~the three month period ended May 31, ~~2021~~2022 and ~~August~~May 31, ~~2020~~2021 are summarized below:

Our operating results for nine month periods ended August 31, 2021 and August 31, 2020 are summarized as follows:

	Three Months Ended May 31,		Three Months Ended May 31,
	2022		2021
Professional Fees	$	46,341	$	80,478
General & Administrative Expenses	$	454,073	$	422,304
Marketing, Selling & Warehousing Expenses	$	8,477	$	34,451
Director’s Fees	$	18,000	$	-0-
Rent	$	1,212	$	745

	NineMonths EndedAugust 31,2021			Nine Months EndedAugust 31,2020
Revenues	$	216,902		$	679,031
Gross Profit	$	100,871		$	261,546
Operating Expenses	$	1,492,316		$	3,395,631
Other Expenses	$	464,968		$	23,885,505
Net Loss	$	(1,856,413	)	$	(27,019,590	)
Add back:
Interest Expense	$	600,133		$	3,280,847
Depreciation	$	-0-		$	4,413
Amortization	$	-0-		$	-0-
EBITDA	$	(1,256,280	)	$	(23,734,330	)
Add back:
Stock Options Expense	$	-0-		$	-0-
Derivative Loss	$	-0-		$	20,614,658
Adjusted EBITDA	$	(1,256,280	)	$	(3,119,672	)

Operating expenses for the three month period ended May 31, 2022 were $528,103 as compared to $537,978 for the comparable period in 2021, a decrease of 1.8%. The decrease in our operating expenses was primarily due to a decrease in general & administrative expenses as a result of cost reductions and decreased marketing and selling expenses related to the decrease in sales. General & administrative expenses included a compensation expense of $120,000 for the authorized award of 4,000,000 shares to the Company's employees. Subject to raising additional capital, we expect our operating expenses to increase as we ramp up our selling activities.

~~Revenues~~18 ~~and~~Table ~~Gross~~of ~~Profits~~Contents

~~Sales~~Other for the nine month period ended August 31, 2021 decreased to $216,902 versus $679,031 in the prior period. The decrease was the result of our inability to fulfill various purchase orders due to being out of stock (OOS) of certain SKU’s, as a result of not having sufficient capital to purchase inventory. Subject to receipt of additional funding, we expect this lack of supply to resolve over the next three months, at which time we expect our sales will begin to recover. Gross profit decreased to $100,871 (46.5% of revenues) versus $261,546 (38.5% of revenues). We expect revenue to gradually decrease, unless and until we receive additional funding and secure needed inventory, at which time we expect our revenues to gradually recover. In addition, we intend to continue to look for distribution and supply chain partners to lower our costs.Expenses

20Other ~~Table~~expenses for the three month period ended May 31, 2022 were $234,170 as compared to $200,008 for the comparable period in 2021, an increase of ~~Contents~~1.2%. The increase of $34,162 was primarily due to an additional accrual of $29,726 for the Everlast liability. We expect interest expenses to remain constant.

~~Operating~~Six ~~Expenses~~Month Periods Ended May 31, 2022 and May 31, 2021

Our operating ~~expenses~~results for ~~the~~six ~~nine~~ month ~~period~~periods ended ~~August~~May 31, ~~2021~~2022 and ~~August~~May 31, ~~2020~~2021 isare summarized ~~below:~~as follows:

	NineMonths EndedAugust 31,2021			NineMonths EndedAugust 31,2020
	SixMonths EndedMay 31,2022			Six Months EndedMay 31,2021
Professional Fees	$	144,845		$	458,007
Revenues	$	125,280		$	190,291
General & Administrative Expenses	$	1,088,216		$	2,027,493
Gross Profit	$	(21,168	)	$	86,923
Marketing, Selling & Warehousing Expenses	$	101,824		$	755,287
Operating Expenses	$	945,412		$	942,262
Management Salary	$	152,500		$	114,500
Other Expenses	$	569,846		$	400,341
Director’s Fees	$	-0-		$	-0-
Net Loss	$	(1,536,426	)	$	(1,255,680	)
Rent	$	4,931		$	40,344
Add back:
Interest Expense	$	569,846		$	400,341
Depreciation	$	-0-		$	-0-
Amortization	$	-0-		$	-0-
EBITDA	$	(966,580	)	$	(855,339	)

~~Operating~~Revenues expenses for the nine month period ended August 31, 2021 were $1,492,316 as compared to $3,395,631 for the comparative period in 2020, a decrease of 56.1%. The decrease in our operating expenses was primarily due to a decrease in general & administrative expenses as a result of cost reductions and ~~decreased~~Gross marketing and selling expenses related to the decrease in sales. Legal expenses also decreased by $315,935. Subject to raising additional capital, we expect our operating expenses to increase as we ramp up our selling activities. Profits

~~Other~~Sales ~~Expenses~~for the six month period ended May 31, 2022 decreased to $125,280 versus $190,291 in the prior period. The decrease was due in part to the lack of inventory (out of stock of certain SKU’s), which also prevented us from fulfilling various purchase orders. Our lack of inventory is a result of not having sufficient capital to purchase inventory. Subject to receipt of additional funding, we expect this lack of supply to resolve over the next three months, at which time we expect our sales will begin to recover. Gross profit decreased to $(21,168) or (-16.9% of revenues) versus $86,923 (45.7% of revenues). We currently have no revenue. If we are able to secure sufficient additional funding and needed inventory, we expect that our revenues will gradually recover. In addition, we intend to continue to look for distribution and supply chain partners to lower our costs.

~~Other~~19 ~~expenses~~Table ~~for the nine month period ended August 31, 2021 were $464,968, compared to $23,885,505 in the comparative period in 2020, a decrease~~ of 98.1%. The decrease in other expenses was primarily due to a decrease in non-cash derivative loss of $20,614,658 (on the revaluation of the embedded conversion option of all the convertible notes), a $2,680,714 decrease in interest expense, of which $1,068,344 was related to lower debt levels, and $334,988 was related to the elimination of non-cash interest expense related to the impact of amortization of debt discount from convertible notes entered into in 2016, 2017 and 2018 , and a decrease in the amortization of debt discount of $1,279,018 related to the non-cash derivative loss on the revaluation of the embedded conversion option of all the convertible notes. There was also a gain on debt forgiveness of the PPP loan of $135,165. We expect interest expenses to remain constant. Contents

21Operating ~~Table of Contents~~Expenses

~~Balance~~Our ~~Sheet~~operating ~~Data~~expenses for the six month period ended May 31, 2022 and May 31, 2021 are summarized below:

The following table provides selected balance sheets data as at August 31, 2021 and August 31, 2020.

	Six Months Ended May 31, 2022		Six Months Ended May 31, 2021
Professional Fees	$	92,717	$	94,127
General & Administrative Expenses	$	805,232	$	869,750
Marketing, Selling & Warehousing Expenses	$	26,277	$	61,481
Director’s Fees	$	18,000	$	-0-
Rent	$	3,186	$	1,904

Balance Sheet Data:	August 31, 2021			August 31, 2020
Cash and cash equivalents	$	11,185		$	82,658
Total assets	$	1,611,983		$	2,538,488
Total liabilities	$	31,586,879		$	58,075,731
Stockholders’ (deficit)	$	(29,974,896	)	$	(55,537,243	)

Operating expenses for the six month period ended May 31, 2022 were $945,412 as compared to $942,262 for the comparable period in 2021, an increase of .3%. The increase in our operating expenses was primarily due to a compensation expense of $120,000 for the authorized award of 4,000,000 shares to the Company's employees and director's fees of $18,000 which offset a decrease in general & administrative expenses as a result of cost reductions and decreased marketing and selling expenses related to the decrease in sales. Subject to raising additional capital, we expect our operating expenses to increase as we ramp up our selling activities.

~~Strategic~~Other ~~Orientation~~ Expenses

~~Our~~Other ~~objective~~expenses isfor tothe ~~provide~~six ~~our~~month ~~shareholders~~period ~~with~~ended ~~solid~~May ~~returns~~31, ~~through~~2022 ~~strategic~~were ~~investments~~$569,846, ~~across~~compared ~~multiple~~to ~~consumer~~$400,341 ~~product~~in ~~and~~the ~~ingredient~~comparable ~~platforms~~period in 2021. The ~~platforms~~increase weof ~~are~~$169,505 ~~focusing~~was onprimarily due ~~include:~~to an additional accrual of $169,854 for the Everlast liability. We expect interest expenses to remain constant.

●Balance ~~Life~~Sheet 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.Data

WeThe ~~are~~following ~~building~~table ~~our~~provides ~~business~~selected ~~through~~balance ~~strategic~~sheets ~~investments~~data inas ~~high~~at ~~growth~~May ~~early~~31, ~~stage~~2022 ~~consumer brands~~ and ~~functional~~November ~~ingredient~~30, ~~platforms within segment/sectors which we believe offer sustainable commercial potential~~2021. ~~We are focused on three core strategies underpinning our objectives:~~

● To execute a multi-tier brand, supply-chain and innovation strategy to drive revenue; and ● To aggressively manage an asset light business model to drive a low cost platform.

Balance Sheet Data:	May 31, 2022			November 30, 2021

Cash	$	12,389		$	7,653
Total assets	$	749,357		$	1,060,081
Total liabilities	$	33,335,742		$	32,230,040
Stockholders’ (deficit)	$	(32,586,385	)	$	(31,169,959	)

~~While~~Strategic weOrientation have yet to achieve profitability, we believe we are making significant progress against our long term commercial objectives. We expect revenue to gradually decrease, unless and until we receive additional funding and secure needed inventory, at which time we expect our revenues to gradually recover. In addition, we intend to continue to look for distribution and supply chain partners to lower our costs.

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

~~The~~● ~~accompanying~~Life ~~consolidated~~science ~~financial~~technologies ~~statements~~and ~~have~~related ~~been~~products ~~prepared assuming~~ that ~~the~~have ~~Company~~applications ~~will~~to ~~continue as~~ a ~~going~~range ~~concern,~~of ~~which~~consumer ~~contemplates~~products; ~~realization~~● ofNutritional ~~assets~~supplements and ~~the~~related ~~satisfaction~~consumer ofgoods ~~liabilities~~providing indefined ~~the~~benefits ~~normal~~to ~~course of business within one year after~~ the ~~date~~consumer; ~~the~~and ~~consolidated~~● ~~financial~~Functional ~~statements~~foods ~~are~~and ~~issued.~~beverages Iningredients ~~accordance~~ with ~~Financial~~defined ~~Accounting~~health ~~Standards~~and ~~Board,~~wellness ~~or the FASB, Accounting Standards Update No~~benefits. 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.

As20 ofTable ~~August 31, 2021, the Company had $11,185 in cash and a working capital deficit~~ of $8,074,896. The Company has historically generated losses and negative operating cash flows. The Company has an accumulated deficit of $41,214,286 as of August 31, 2021. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Contents

~~Working~~We ~~Capital~~are ~~Deficiency~~building our business through strategic investments in high growth early stage consumer brands and ~~Need~~functional ~~for~~ingredient ~~Additional~~platforms ~~Capital~~within segment/sectors which we believe offer sustainable commercial potential. We are focused on three core strategies underpinning our objectives:

~~Between~~● ~~March~~To 22execute ~~and~~a ~~May~~multi-tier 27brand, ~~2021,~~supply-chain ~~Brain Armor, Inc, the Company’s majority owned subsidiary, sold an aggregate of 1,000,000 Units, each comprised of one share of common stock~~ and ainnovation ~~warrant~~strategy to ~~purchase~~drive ~~one~~revenue; ~~share of common stock, at a per Unit price of $.30, for gross proceeds of $300,000. On October 15, 2021, a Promissory Note was issued to Anthony Pallante, Chairman~~ and a● ~~significant~~To ~~stockholder~~aggressively ofmanage ~~the~~an ~~Company, and~~asset ~~Grant~~light ~~Roberts. These~~business ~~Notes~~model ~~are unsecured and were issued~~ to ~~these~~drive persons in consideration for payments such persons made to creditors in satisfaction of amounts Company obligations. Mr. Roberts and Mr. Pallante loaned the Company $59,298 and $20,101, respectively. The Notes bear Interest at a ~~rate~~low ofcost ~~8% per annum~~platform. ~~All unpaid principal and accrued interest shall be due and payable upon demand by the Holder at any time subsequent to six (6) months from the date the notes were issued.~~

WeWhile ~~currently~~we have ayet ~~severe~~to ~~and~~achieve ~~ongoing~~profitability, ~~working~~we ~~capital~~are ~~deficiency.~~endeavoring Asto ofmake ~~August~~progress ~~31,~~against ~~2021,~~our welong ~~had~~term acommercial ~~working~~objectives. ~~capital~~Subject ~~deficit~~to receipt of ~~approximately~~sufficient ~~$8.1 million~~capital, ~~compared~~which towe acurrently ~~deficit~~do ofnot ~~approximately~~have, ~~$6.4~~we ~~million~~anticipate asthat ofrevenue ~~November~~and ~~30,~~margin ~~2020.~~will ~~The~~increase ~~approximate~~as ~~$1.7~~we ~~million~~strengthen ~~decrease~~distribution inpartnerships ~~working~~while ~~capital~~capitalizing ~~deficit~~on ~~was~~product ~~due~~innovation, ~~primarily~~supply-chain tooptimization ~~(all~~and ~~amounts~~brand ~~approximate)~~equity anwithin ~~increase~~our incurrent ~~accrued liabilities of $1~~portfolio.~~3 million.~~

AsLiquidity ~~disclosed~~and ~~under~~Capital Item 3. Legal Proceedings, a judgment was entered against us in the Everlast matter in the amount of approximately $740,000. Everlast has since filed a garnishment action seeking to cause third parties who may be holding our money property (including Brain Armor, Inc.) to turn such property over to Everlast to satisfy the judgment it has against us. Resources

InThe ~~addition,~~accompanying ~~the~~consolidated ~~plaintiff~~financial instatements ~~the~~have ~~Oracle~~been ~~matter~~prepared ~~has~~assuming ~~requested~~that ~~a default judgment against us. Accordingly,~~ the Company iswill ~~currently~~continue ~~obligated~~as toa ~~pay~~going ~~Everlast approximately $740~~concern,~~000~~ ~~and~~which tocontemplates ~~pay~~realization ~~Oracle~~of atassets ~~least~~and ~~$217,000. Consequently,~~ the ~~Company~~satisfaction isof ~~liable~~liabilities ~~for~~ in ~~excess~~the normal course of $1business ~~million~~within inone ~~judgments,~~year inafter the ~~aggregate.~~date If the ~~Company~~consolidated isfinancial ~~compelled~~statements toare ~~pay~~issued. ~~these~~In ~~liabilities,~~accordance ~~there~~with ~~would~~Financial beAccounting aStandards ~~material~~Board, ~~adverse~~or ~~effect on~~ the ~~financial~~FASB, ~~condition~~Accounting ofStandards ~~the~~Update ~~Company~~No. ~~On June 30~~2014-15, ~~2021,~~Presentation ~~Everlast~~of ~~filed~~Financial ~~garnishment~~Statements ~~actions~~- ~~seeking~~Going toConcern ~~cause~~(Subtopic ~~third~~205-40), ~~parties~~our ~~who~~management ~~may~~evaluates bewhether ~~holding~~there ~~our~~are ~~money~~conditions ~~property~~or ~~(including~~events, ~~Brain~~considered ~~Armor~~in aggregate, ~~Inc.)~~that toraise ~~turn~~substantial ~~such~~doubt ~~property~~about ~~over~~our toability ~~Everlast~~ to ~~satisfy~~continue ~~the~~as ~~judgment~~a itgoing ~~has~~concern ~~against~~within ~~us.~~one Weyear ~~have~~after ~~engaged~~the ~~counsel~~date tothat ~~represent~~the usfinancial instatements ~~connection~~are ~~with this matter~~issued.

22As ~~Table~~of May 31, 2022, the Company had $12,389 in cash and a working capital deficit of ~~Contents~~$10,286,385. The Company also has generated losses and has an accumulated deficit as of May 31, 2022. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

AsNeed ~~of October 20, 2021, we had only minimal cash on hand, and consequently, we are unable to fully implement our current business plan. Accordingly, we have an immediate need~~ for ~~additional~~Additional capital to fund our operating activities. COVID-19 has thus far adversely affected our revenues and our ability to raise additional capital, so there is no assurance we will be able to grow our business or raise sufficient additional capital on acceptable terms or at all.Capital

InThe ~~order~~current tofunds ~~remedy~~available ~~this liquidity deficiency, we are actively seeking~~ to ~~raise additional funds through~~ the ~~sale~~company ofare ~~equity~~not ~~and/or~~sufficient ~~debt securities, and ultimately, we will need~~ to ~~generate~~fund ~~substantial~~its ~~positive~~near ~~operating~~term ~~cash flows~~operations. ~~Our~~The ~~internal~~Company ~~sources~~has ofan ~~funds~~urgent ~~will~~need ~~consist~~for ofadditional ~~cash~~capital, ~~flows~~without ~~from operations~~which, ~~but~~the ~~not~~Company ~~until~~is weunlikely ~~begin~~ to ~~realize~~continue ~~additional~~as ~~revenues~~a ~~from~~going ~~the sale of our products and services~~concern. AsUnless ~~previously~~management ~~stated,~~is ~~our~~able ~~operations are generating negative cash flows, and thus adversely affecting our liquidity. If we are unable~~ to ~~raise~~obtain additional ~~funds~~financing, in the ~~near~~Company ~~term, we~~ will not be able to ~~implement~~meet ~~our~~its ~~business~~funding ~~plan,~~requirements induring ~~which~~the ~~case~~next ~~there~~12 ~~would~~months. beThe afinancial ~~material~~statements ~~adverse~~do ~~effect~~not oninclude ~~our~~any ~~results~~adjustments ofthat ~~operations~~might ~~and~~result ~~financial~~from ~~condition~~the outcome of this uncertainty.

InAs ~~the~~of ~~event~~May we31, do2022, ~~not~~the ~~generate~~Company ~~sufficient~~had ~~funds~~$12,389 ~~from~~in ~~revenues~~cash orand ~~financing~~a ~~through~~working ~~the~~capital ~~issuance~~deficit of ~~common stock or from debt financing~~$10,286,385, wecompared ~~will be unable~~ to ~~implement~~a ~~our~~deficit ~~business~~of ~~plan~~approximately ~~and~~$8.9 ~~pay~~million ~~our obligations~~ as ~~they~~of ~~become~~November ~~due~~30, ~~any~~2021 ofThe ~~which~~approximate ~~circumstances~~$1.4 ~~would~~million ~~have~~increase ain ~~material~~working ~~adverse~~capital ~~effect~~deficit onwas ~~our~~due ~~business~~primarily ~~prospects,~~to ~~financial~~an ~~condition,~~increase ~~and~~in ~~results~~accrued liabilities of ~~operations~~$1.1 ~~The~~million, ~~accompanying~~a ~~financial~~decrease ~~statements~~in doprepaids ~~not~~of ~~include~~$0.2 ~~any~~million ~~adjustments~~and ~~that~~a ~~might~~decrease bein ~~required~~inventory ~~should we be unable to recover the value~~ of ~~our~~$0.1 ~~assets or satisfy our liabilities~~million.

~~Based~~As ondisclosed ~~our~~under ~~limited~~Item ~~availability~~3. ofLegal ~~funds~~Proceedings, wea ~~currently~~judgment ~~are~~was ~~not~~entered against us in athe ~~position~~Everlast tomatter ~~spend~~in onthe ~~product~~amount ~~development~~of approximately $740,000, ~~sales~~which ~~and~~has ~~marketing~~grown orto ~~capital~~more ~~expenditures~~than $900,000 as of May 2022. WeIn ~~expect~~addition, tothe ~~fund~~plaintiff ~~any~~in ~~future~~the ~~product~~Oracle ~~development~~matter ~~expenditures~~has ~~through~~requested a ~~combination~~default ofjudgment ~~cash~~against ~~flows~~us. ~~from~~Accordingly, ~~operations~~the ~~and~~Company ~~proceeds~~is ~~from~~currently ~~equity~~obligated ~~and/or~~to ~~debt~~pay ~~financing.~~Everlast Ifapproximately $750,000 wenot ~~are~~including ~~unable~~interest toaccrued ~~generate~~since August ~~positive~~2021 ~~cash~~and ~~flows~~could ~~from~~be ~~operations~~liable to pay Oracle at least $217,000 ~~and/or~~if ~~raise~~the ~~additional~~court ~~funds~~enters ~~(either~~a ~~through~~default ~~debt~~judgment, orin ~~equity)~~which case, wethe ~~will~~Company would be ~~unable~~liable tofor ~~fund~~in ~~our~~excess ~~product~~of ~~development~~$1 ~~expenditures~~million in judgments, in ~~which~~the ~~case~~aggregate. If the Company is compelled to pay these liabilities, there ~~could~~would be a material adverse effect on ~~our~~the ~~business~~financial ~~and~~condition ~~results~~ of ~~operations~~the Company.

~~Off-Balance~~Because ~~Sheet~~we ~~Arrangements~~have only minimal cash on hand, we are unable to implement our current business plan. Accordingly, we have an immediate need for additional capital to fund our operating activities. We currently have no revenues have had difficulty raising additional capital, so there is no assurance we will be able to grow our business or raise sufficient additional capital on acceptable terms or at all.

WeIn doorder ~~not~~to ~~have~~remedy ~~any~~this ~~off-balance~~liquidity ~~sheet~~deficiency, ~~arrangements~~we ~~that~~are ~~have~~actively seeking to raise additional funds through the sale of equity and/or ~~are~~debt ~~reasonably~~securities, ~~likely~~and ultimately, we will need to ~~have~~generate asubstantial ~~current~~positive oroperating ~~future~~cash ~~effect~~flows. onOur ~~our~~internal ~~financial~~sources ~~condition,~~of ~~changes~~funds inwill ~~financial~~consist ~~condition~~of cash flows from operations, but not until we begin to realize additional revenues orfrom ~~expenses,~~the ~~results~~sale of our products and services. As previously stated, our operations are generating negative cash flows, and thus adversely affecting our liquidity. If we are unable to raise additional funds in the near term, ~~capital~~we ~~expenditures~~will ornot ~~capital~~be ~~resources~~able ~~that~~to isimplement our business plan, in which case there would be a material toadverse ~~investors~~effect on our results of operations and financial condition.

~~Contractual~~In ~~Obligations~~the event we do not generate sufficient funds from revenues or financing through the issuance of common stock or from debt financing, we will be unable to implement our business plan and pay our obligations as they become due, any of which circumstances would have a material adverse effect on our business prospects, financial condition, and results of operations. The accompanying financial statements do not include any adjustments that might be required should we be unable to recover the value of our assets or satisfy our liabilities.

~~Except~~Based ~~for~~on ~~the~~our ~~transactions~~limited ~~noted~~availability inof ~~Business~~funds ~~Developments~~we expect to spend minimal amounts on product development, ~~there~~sales ~~have~~and ~~been~~marketing noand ~~material~~capital ~~changes~~expenditures. ~~outside~~We ~~the~~expect ~~normal~~to ~~course~~fund any future product development expenditures through a combination of ~~business~~cash inflows from operations and proceeds from equity and/or debt financing. If we are unable to generate positive cash flows from operations, and/or raise additional funds (either through debt or equity), we will be unable to fund our ~~contractual~~product ~~obligations~~development ~~since~~expenditures, ~~January~~in 3which case, ~~2015~~there could be material and adverse effect on our business and results of operations.

~~Critical~~21 ~~Accounting~~Table ~~Estimates~~of Contents

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

~~ITEM~~We 3.do ~~QUANTITATIVE~~not ~~AND~~have ~~QUALITATIVE~~any ~~DISCLOSURES~~off-balance ~~ABOUT~~sheet ~~MARKET~~arrangements ~~RISK~~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.

AsContractual ~~a smaller reporting company we are not required to provide this information.~~Obligations

~~ITEM~~Except 4.for ~~CONTROLS~~the ~~AND~~transactions ~~PROCEDURES~~disclosed in this Report, there have been no material changes outside the normal course of business in our contractual obligations since February 28, 2022.

~~Evaluation~~Critical ofAccounting ~~Disclosure Controls and Procedures~~Estimates

~~Under~~The ~~the~~preparation ~~supervision and with the participation~~ of ~~our~~financial ~~management,~~statements ~~including~~in ~~our~~conformity ~~principal~~with ~~executive~~U.S. ~~officer~~GAAP ~~and~~requires ~~the~~management ~~principal~~to ~~financial~~make ~~officer,~~certain weestimates ~~have~~and ~~conducted~~assumptions anthat ~~evaluation~~affect of the ~~effectiveness~~reported amounts of ~~the~~assets ~~design~~ and ~~operation~~liabilities, ofrelated ~~our~~revenues ~~disclosure controls~~ and ~~procedures~~expenses, ~~as defined in Rules 13a-15(e)~~ and ~~15d-15(e)~~disclosure ~~under~~of ~~the~~gain ~~Securities~~ and ~~Exchange~~loss ~~Act~~contingencies ofat ~~1934,~~the asdate of the ~~end~~financial ofstatements. ~~the~~The ~~period~~estimates ~~covered~~and byassumptions ~~this~~made ~~report.~~require ~~Based~~us onto ~~this~~exercise ~~evaluation,~~ our ~~principal~~judgment ~~executive officer~~ and ~~principal~~are ~~financial~~based ~~officer~~on ~~concluded~~historical asexperience ofand ~~the~~various ~~evaluation~~other ~~date~~factors that ~~our~~we ~~disclosure~~believe ~~controls~~to ~~and~~be ~~procedures~~reasonable ~~were~~under ~~not~~the ~~effective~~circumstances. ~~such~~We ~~that~~continually evaluate the ~~material~~ information ~~required~~that toforms bethe ~~included~~basis inof our ~~Securities~~estimates and ~~Exchange~~assumptions ~~Commission~~as ~~reports~~our isbusiness ~~accumulated~~ and ~~communicated~~the tobusiness ~~our~~environment ~~management,~~generally ~~including~~changes. ~~our~~The ~~principal~~use ~~executive~~of ~~and~~estimates is pervasive throughout our financial ~~officer,~~statements. ~~recorded,~~There ~~processed,~~have ~~summarized~~been ~~and~~no ~~reported~~material ~~within~~changes to the ~~time~~critical ~~periods~~accounting ~~specified~~estimates indisclosed ~~SEC~~under ~~rules~~the ~~and~~heading ~~forms~~“Critical ~~relating~~Accounting toEstimates” ~~our~~in ~~company~~Item 7, ~~particularly~~“Management’s ~~during~~Discussion ~~the~~and ~~period~~Analysis ~~when~~of ~~this~~Financial ~~report~~Condition ~~was~~and ~~being~~Results ~~prepared~~of Operations”, of the Form 10-K.

~~Changes~~ITEM in3. ~~Internal~~QUANTITATIVE ~~Controls~~AND ~~Over~~QUALITATIVE ~~Financial~~DISCLOSURES ~~Reporting~~ABOUT MARKET RISK

~~Our~~As ~~management,~~a ~~with~~smaller ~~the participation of our principal executive officer and principal financial officer have concluded that there have been no changes in our internal control over financial~~ reporting ~~that~~company ~~occurred~~we ~~during the fiscal quarter ended August 31, 2021 that have materially affected, or~~ are ~~reasonably~~not ~~likely~~required to ~~materially~~provide ~~affect,~~this ~~our internal control over financial reporting~~information.

23ITEM ~~Table~~4. ofCONTROLS ~~Contents~~AND PROCEDURES

~~PART~~Evaluation ~~II.~~of ~~OTHER~~Disclosure ~~INFORMATION~~Controls and Procedures

~~Item~~Under 1the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. ~~Legal~~Based ~~Proceedings~~on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

OnChanges ~~January~~in ~~11,~~Internal ~~2019,~~Controls ~~the~~Over ~~Company~~Financial filed a lawsuit against Everlast World’s Boxing Headquarters Corp. (“Everlast”). This action involves Everlast’s attempts to prevent the Company from exercising its right to terminate a License Agreement between the parties pursuant to which Trident had the right to market certain Everlast-branded products.Reporting

OnOur ~~January 17~~management, ~~2019,~~with ~~Everlast World’s Boxing Headquarters Corp. (“Everlast”) filed a counter civil lawsuit against~~ the ~~Company~~participation and other defendants. In that lawsuit, Everlast seeks payment from the defendants under a License Agreement dated June 4, 2013, for $425,555 in unpaid royalties allegedly due and owing under the License Agreement and interest on the allegedly unpaid royalties of ~~$96,265,~~our ~~which~~principal ~~interest~~executive ~~allegedly~~officer ~~continues to accrue. Everlast has also sought all costs, expenses,~~ and ~~legal~~principal ~~fees~~financial ~~incurred~~officer byhave ~~Everlast~~concluded ~~in collecting monies~~ that itthere ~~claims~~have ~~are~~been ~~due~~no ~~under~~changes ~~the License Agreement. On February 26, 2020, the court~~ in ~~the~~our ~~Everlast~~internal ~~matter~~control ~~issued~~over anfinancial ~~Opinion~~reporting ~~and~~that ~~Order~~occurred ~~granting~~during ~~a motion to dismiss all of~~ the ~~Company’s~~fiscal ~~claims~~quarter ~~against~~ended ~~Everlast~~May and granting a motion for judgment on the pleadings as to liability against the Company. The Court left open the question of damages to be awarded to Everlast. The Company has requested that the parties participate in settlement discussions before a magistrate judge or31, in2022 ~~the alternative,~~ that ~~Everlast~~have ~~engage~~materially ~~in limited discovery on these matters. No settlement was reached. On October 15~~affected, ~~2020,~~or ~~the~~are ~~Court~~reasonably inlikely ~~the~~to ~~Everlast~~materially ~~case ordered~~affect, ~~adjudged~~our ~~and~~internal ~~decreed~~control ~~that~~over ~~Plaintiff~~financial ~~Everlast have judgment and recover a total of $738,946 from the Company as follows:~~reporting.

1.22 ~~$425,000~~Table ~~representing royalty payments due to Everlast; 2. Interest on royalty payments computed through October 15, 2020, in the sum~~ of ~~$242,920; 3. Costs and attorneys’ fees in the sum of $71,026~~Contents

~~The~~PART ~~Company~~II. ~~has~~OTHER ~~fully accrued the $738,946 liability as of November 30, 2020.~~INFORMATION

~~The~~Table ~~Clerk~~ of ~~Court was directed to close the case. The Company did not appeal the judgement.~~ Contents

OnITEM ~~or about June 30, 2021, the Company, as Debtor, and Trident Sports Nutrition, Inc~~6. and Brain Armor Inc., as garnishee defendants, were served with garnishment summons and complaint in Fond du Lac County, Wisconsin Circuit Court, (Case No. 2021FJ0003). The Plaintiff is Everlast, who is seeking to collect upon a judgment entered in the United States District Court for the Southern District of New York (Case No. 19-CV-503). According to Everlast, the judgment as of June 29, 2021 is in the amount of $745,814.61. EXHIBITS

OnThe ~~July~~following ~~16,~~exhibits ~~2021, the Company filed an Answer asserting that its assets~~ are ~~subject~~included towith ~~the~~this ~~security~~quarterly interest of LDF (MCTECH) Investment Corp. and should not be subject to garnishment. Trident Sports Nutrition, Inc. and Brain Armor Inc. both filed garnishee answers denying that either corporation had control or possession of assets belonging to Trident Brands, Inc. or was otherwise indebted to the Company. The time period for Everlast to respond to these pleadings expires on August 5, 2021.filing:

In addition, Everlast has commenced a proceeding in Waukesha County, Wisconsin Circuit Court (Case No. 21-TJ-90) and the Hon. Daniel P. Murray, Court Commissioner, has ordered the Company, and certain members of management to appear at his office for a supplemental examination on July 29, 2021 to answer under oath concerning the property and financial affairs of the Company. The Company and these management membersplan on defending against the Order issued by the Court Commissioner on jurisdictional and/or other grounds.

Exhibit No.		Description

3.1		Articles of Incorporation as amended (incorporated by reference to our Annual Report on form 10-K for the year ended November 30,2021 filed with the SEC on April 14, 2022*)

3.2		Bylaws*

31.1		Sec. 302 Certification of Chief Executive Officer

31.2		Sec. 302 Certification of Chief Financial Officer

32.1		Sec. 906 Certification of Chief Executive Officer

32.2		Sec. 906 Certification of Chief Financial Officer

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

On October 15, 2021 the Company filed a Brief in Opposition to Plaintiffs Motion for Order Requiring Trident to apply its property to Judgement and appoint a supplemental receiver, citing the fact that all of the Company’s property is subject to a perfected security interest by Fengate. The Company also filed a Reply in Support of its Motion to Dismiss or Quash Order to Appear for Supplemental Examination, arguing that Wisconsin is not the proper forum for this case. The Company has a hearing on these Briefs scheduled on or about November 17, 2021._________________

On* ~~June~~Document 3,is ~~2019,~~incorporated ~~the~~by ~~Company~~reference ~~filed a lawsuit against PIT Mycell, LLC, William E. Peterson III, New Age Ventures, LLC, Volker Berl,~~ and ~~Mycell~~can ~~Technologies,~~be ~~LLC~~found ~~(“Mycell”)~~ in ~~the~~its ~~Superior~~entirety ~~Court~~ in ~~Bergen~~our ~~County,~~Registration ~~New~~Statement ~~Jersey,~~on ~~Civil~~Form ~~Action No. BER~~SB-~~L-004198-19~~2, inSEC ~~which~~File ~~the~~Number Company seeks to require the defendants to perform under and allow the enforcement of certain notes made by Mycell and acquired by the Company in September 2017. The notes are past their stated maturity date of December 31333-148710, ~~2016.~~at ~~The Company also alleges that~~ the ~~parties~~Securities had entered into a written Settlement Agreement Letter of Intent dated March 14, 2019 (the “Settlement”), but that the defendants repudiated it shortly thereafter. The notes had been the subject of an earlier lawsuit in Virginia in state court in Fairfax County between the Company and ~~PIT~~Exchange ~~Mycell,~~Commission ~~LLC~~website ~~that the Settlement was intended to resolve. The Company seeks to enforce the notes and the Settlement in the New Jersey lawsuit and requests actual damages in an amount to be proven~~ at trial, attorneys’ fees and litigation costs, specific performance requiring certain defendants to enforce obligations under the notes against Mycell, specific performance requiring the defendants to execute a final Settlement Agreement consistent with the Settlement, an order permitting foreclosure on the collateral for the notes, and declaratory reliefwww. ~~On January 24, 2020, the New Jersey court denied Defendant’s Motions to dismiss the case~~sec. ~~The parties have engaged in written discovery and exchanged productions of documents~~gov. Mycell filed for bankruptcy on November 25, 2020. On October 6, 2021 the Court granted a Motion to Sell Property Free and Clear of Liens under Section 363(f) to the only bidder in a bidding auction. Consequently, Mycell will be coming out of the bankruptcy and the Company believes that the automatic stay will be lifted on its other pending litigation matters. The Company intends to further pursue its legal claims against the defendants..

On25 ~~December~~Table ~~1, 2020, Bank~~ of America Leasing and Capital, LLC filed a legal action against the Company in the Superior Court for the State of California, County of San Mateo (Case NO. 20-CIV-05306), alleging breach of contract. The claim arises out of a software services contract between the Company and Oracle Corporation. Bank of America Leasing and Capital, LLC acquired Oracle’s rights under the agreement. The plaintiff claims the Company is liable for damages in the amount of $217,000 plus interests and costs. The Company did not file an answer to this complaint. On February 22, 2021, the plaintiff requested that the Court enter a default against the Company, which the court has done.Contents

On or about September 15, 2021, Trident Seafoods filed a complaint against the Company for infringement of the Trident Seafood ‘Trident’ trademark. The complaint was filed in the United States District Court Western District of Washington at Seattle and the case is captioned “Complaint for Trademark Infringement, False Designation of Origin, Unfair Competition, and Violation of the Washington Consumer Protection Act.” Trident Seafood has expressed an interest in resolving the matter and the Company and Trident Seafoods are currently in negotiations to settle this matter.SIGNATURES

~~Item~~Pursuant 2.to ~~Unregistered~~the ~~Sales~~requirements of ~~Equity~~the Securities ~~and~~Exchange ~~Use~~Act of ~~Proceeds~~1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Between March 22 and May 27, 2021, Brain Armor, Inc, the Company’s majority owned subsidiary, sold an aggregate of 1,000,000 Units, each comprised of one share of common stock and a warrant to purchase one share of common stock, at a per Unit price of $0.30, for gross proceeds of $300,000.

	Trident Brands Incorporated

Date: July 27, 2022	By:	/s/ Michael Friedman
		Michael Friedman
		(Chief Executive Officer)

	By:	/s/ Peter Salvo
		Peter Salvo
		(Principal Financial Officer)

We believe that the foregoing transactions were exempt from the registration requirements under the Securities Act of 1933, as amended (“the Act”), based on the following facts: there was no general solicitation, there was a limited number of purchasers, each of whom the Registrant believes was an “accredited investor” (within the meaning of Regulation D under the Securities Act of 1933, as amended) and was sophisticated about business and financial matters, and all shares issued were subject to restriction on transfer, so as to take reasonable steps to assure that the purchaser was not an underwriter within the meaning of Section 2(11) under the Act.26

24 Table of Contents

ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing:

Exhibit No.		Description
3.2		Bylaws (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form SB-2, SEC File Number 333-148710 filed June 17, 2008)
10.1		Employment Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed October 6, 2021)
10.2		Promissory Note dated October 15, 2021 issued to Anthony Pallante, Chairman of the Company.
31.1		Sec. 302 Certification of Chief Executive Officer
31.2		Sec. 302 Certification of Chief Financial Officer
32.1		Sec. 906 Certification of Chief Executive Officer
32.2		Sec. 906 Certification of Chief Financial Officer
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

25 Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Trident Brands Incorporated
Date: October 20, 2021	By:	/s/ Michael Friedman
		Michael Friedman
		(Chief Executive Officer )
	By:	/s/ Peter Salvo
		Peter Salvo
		(Principal Financial Officer)

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