Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
31-May-14 | Sep. 08, 2014 | Nov. 30, 2013 | |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'Brisset Beer International, Inc. | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-May-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0001495648 | ' | ' |
Current Fiscal Year End Date | '--05-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 2,670,500 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Public Float | ' | ' | $56,000 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | 31-May-14 | 31-May-13 |
Current Assets | ' | ' |
Cash | $15,652 | $51,077 |
Refunds Receivable | 1,418 | 1,085 |
Prepaid Expenses | 300 | 1,955 |
Total Current Assets | 17,370 | 54,117 |
Oil and Gas Property Interests (note 5) | 0 | 1,015,408 |
Goodwill (note 6) | 25,000 | 0 |
Total Assets | 42,370 | 1,069,525 |
Current Liabilities | ' | ' |
Accounts Payable and Accrued Liabilities | 9,432 | 84,614 |
Amount Due Under Goodwill Purchase Agreement | 12,500 | 0 |
Total Current Liabilities | 21,932 | 84,614 |
Long Term Liabilities | ' | ' |
Asset Retirement Obligations (note 7) | 0 | 10,832 |
Total Long Term Liabilities | 0 | 10,832 |
Total Liabilities | 21,932 | 95,446 |
Stockholders' Equity | ' | ' |
Common Stock, Par Value $.0001 Authorized 500,000,000 shares, 2,120,500 and 620,500 shares issued and outstanding at May 31, 2014 and 2013 respectively | 212 | 62 |
Paid-In Capital | 1,236,788 | 1,230,938 |
Warrants | 9,000 | 0 |
Accumulated Deficit | -1,227,521 | -256,988 |
Accumulated other Comprehensive Income | 1,959 | 67 |
Total Stockholders' Equity | 20,438 | 974,079 |
Total Liabilities and Stockholders' Equity | $42,370 | $1,069,525 |
CONSOLIDATED_BALANCE_SHEETS_PA
CONSOLIDATED BALANCE SHEETS PARENTHETICALS (USD $) | 31-May-14 | 31-May-13 |
Parentheticals | ' | ' |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 2,120,500 | 620,500 |
Common Stock, shares outstanding | 2,120,500 | 620,500 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
31-May-14 | 31-May-13 | |
Expenses | ' | ' |
Professional Expenses | $28,780 | $15,135 |
Office and Sundry | 11,613 | 18,793 |
Rent | 1,821 | 1,800 |
Management and Directors' Fees | 0 | 19,297 |
Total Expenses | 42,214 | 55,025 |
Net Loss Before Discontinued Operations | -42,214 | -55,025 |
Loss from Discontinued Operations (note 5) | -928,319 | -10,055 |
Net Loss | -970,533 | -65,080 |
Basic and Diluted loss per share | ' | ' |
Continuing Operations | ($0.04) | ($0.09) |
Discontinued Operations | ($0.93) | ($0.02) |
Weighted Average Shares Outstanding | 1,002,692 | 618,273 |
Net Loss | -970,533 | -65,080 |
Other Comprehensive (Loss) Income | ' | ' |
Translation to US dollar presentation currency | 1,892 | 1,486 |
Comprehensive Loss | ($968,641) | ($63,594) |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Common Stock Shares | Common Stock Par Value | Paid-in Capital | Warrants | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
Balance at May. 31, 2012 | 617,500 | 62 | 1,170,938 | 0 | -1,419 | -191,908 | 977,673 |
Issuance of common stock at $20 per share, February 26, 2013 | 3,000 | 0 | 60,000 | 0 | 0 | 0 | 60,000 |
Comprehensive income for the year | ' | $0 | $0 | $0 | $1,486 | $0 | $1,486 |
Net Loss | ' | 0 | 0 | 0 | 0 | -65,080 | -65,080 |
Balance at May. 31, 2013 | 620,500 | 62 | 1,230,938 | 0 | 67 | -256,988 | 974,079 |
Comprehensive income for the year | ' | 0 | 0 | 0 | 1,892 | 0 | 1,892 |
Net Loss | ' | $0 | $0 | $0 | $0 | ($970,533) | ($970,533) |
Issuance of common stock at $0.01 per share, February 26, 2014 | 1,500,000 | 150 | 5,850 | 9,000 | 0 | 0 | 15,000 |
Balance at May. 31, 2014 | 2,120,500 | 212 | 1,236,788 | 9,000 | 1,959 | -1,227,521 | 20,438 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
31-May-14 | 31-May-13 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net Loss | ($970,533) | ($65,080) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities | ' | ' |
Accretion Expense | 0 | 1,093 |
Write-down of oil and gas property interests | 928,319 | 0 |
Change in Operating Assets and Liabilities | ' | ' |
Decrease (Increase) In Refunds Receivable | -333 | 1,114 |
Decrease (Increase) in Prepaid Expenses | 1,655 | -72 |
Increase (Decrease) in Accounts Payable | 1,075 | -9,118 |
Increase (Decrease) in Amount Due Under Intangible Purchase Agreement | 12,500 | 0 |
Net Cash Used in Operating Activities | -27,317 | -72,063 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Acquisition of Goodwill | 25,000 | 0 |
Net Cash Used in Investing Activities | -25,000 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Proceeds from the Sale of Common Stock | 15,000 | 60,000 |
Net Cash Provided by Financing Activities | 15,000 | 60,000 |
Effect of exchange rate changes on cash | 1,892 | 1,486 |
Net (Decrease) Increase in Cash and Cash Equivalents | -35,425 | -10,577 |
Cash and Cash Equivalents at Beginning of Year | 51,077 | 61,654 |
Cash and Cash Equivalents at End of Year | 15,652 | 51,077 |
Cash paid during the year for: | ' | ' |
Interest | 0 | 0 |
Income taxes | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION | ' | ' |
Accounts payable related to acquisition of oil and gas property interests | $0 | $44,552 |
NATURE_OF_BUSINESS_AND_OPERATI
NATURE OF BUSINESS AND OPERATIONS | 12 Months Ended |
31-May-14 | |
NATURE OF BUSINESS AND OPERATIONS | ' |
NATURE OF BUSINESS AND OPERATIONS | ' |
NOTE 1 – NATURE OF BUSINESS AND OPERATIONS | |
Brisset Beer International, Inc. (the “Company”) was incorporated in the state of Florida on May 11, 2010 under the name Benefit Solutions Outsourcing Corp. | |
On May 19, 2011 the Board of Directors and the majority shareholder of the Company approved a change to the Company’s Articles of Incorporation which affected a 17 for one forward stock split of our issued and outstanding common stock, changed the name of the company to “Buckeye Oil & Gas, Inc.”, and changed the business of the Company to oil and gas exploration. The changes became effective at the close of business on June 1, 2011. The forward stock split was distributed to all shareholders of record on March 31, 2011. No cash was paid or distributed as a result of the forward stock split and no fractional shares were issued. All fractional shares which would otherwise be required to be issued as a result of the stock split were rounded up to the nearest whole share. There was no change in the par value of our common stock. | |
On June 2, 2011 Jamie Mills, the principal shareholder of the Company at that time, entered into a Stock Purchase Agreement which provided for the sale of his 380,000 shares of common stock of the Company (the “Shares”) to Ruvi Dhaddey (who purchased 329,000 of the Shares) and Pol Brisset (who purchased 51,000 of the Shares). The combined Shares acquired by Messrs. Dhaddey and Brisset represented, at that time, 65.07% of the issued and outstanding shares of common stock of the Company on a fully-diluted basis. In connection with such purchase, Mr. Mills cancelled the other 1,150,000 shares in the Company which he had owned. | |
On June 23, 2011 the Company entered into a Stock Purchase Agreement to acquire all of the issued and outstanding shares of a private Canadian business owned by the Company’s former principal executive officer called Buckeye Oil & Gas (Canada) Inc. (“Buckeye Canada”), a company incorporated in Alberta, Canada. The purchase price paid for the shares of Buckeye Canada was $400,000, which was paid by the issuance to Pol Brisset, the Company's former principal officer and current Secretary and director, of 10,000 shares of common stock of the Company. As a result of the acquisition, Buckeye Canada became a wholly-owned subsidiary of the Company. | |
Effective July 8, 2013, the Company and the Board of Directors of the Company adopted resolutions to effectuate a reverse split of its issued and outstanding shares of common stock on the basis of 1 post consolidation share for each 100 pre-consolidation shares. All share and per share amounts in the consolidated financial statements of the Company have been adjusted to reflect the reverse split. | |
On April 4, 2014, the Company entered into an Asset Purchase Agreement with Scenario A, a private Quebec corporation, to purchase all assets relating to the product known as “Broken 7”, a craft beer locally brewed in Montreal, Quebec, Canada. Under the Asset Purchase Agreement, the Company agreed to acquire Broken 7 for $25,000 payable in two installments to Scenario A with $12,500 to be paid at closing and $12,500 to be paid 60 business days after the closing date of April 7, 2014 (second installment payment date is July 3, 2014). The Company’s principal executive officer, Stephane Pilon, also serves as Scenario A’s President. The Corporation’s Secretary and director, Pol Brisset, also serves as Scenario A’s Vice-President. Mr. Pilon and Mr. Brisset are majority owners of Scenario A. The Company made the first payment of $12,500 on closing. The Company and Scenario A have amended the original agreement such that the due date of the second payment of $12,500 has been extended an additional 30 business days to August 15, 2014. On August 14, 2014 the Company made the second payment. | |
On May 21, 2014, the Company received a written consent in lieu of a meeting of shareholders (the “Written Consent”) from the holders of 1,561,000 shares of common stock representing, at that time, 73.62% of our issued and outstanding common shares. The Written Consent adopted resolutions which authorized the Company to act on a proposal to change the Company’s state of incorporation from Florida to Nevada by the merger of Buckeye Oil & Gas, Inc. with and into its wholly-owned subsidiary, Brisset Beer International, Inc. Brisset Beer International, Inc., is a Nevada corporation. As result of the merger, the name of the Company was changed from Buckeye Oil & Gas, Inc. to “Brisset Beer International, Inc.” and the jurisdiction was changed from Florida to Nevada. The changes became effective at the close of business on July 24, 2014. | |
Nature of Operations | |
The Company was formerly a company engaged in the acquisition and exploration of oil and gas properties. The Company earned a 28% working interest in two properties located in Alberta, Canada. The two properties have not ever produced any significant quantities of oil or gas and the properties do not currently have any known reserves or resources. As a result of the current status of the properties, and due to the limited resources available to the Company, the Company has abandoned its interests in its two oil and gas properties. | |
As a result of the Company’s management having experience in the brewing business, the Company has acquired the rights to Broken 7 which is a craft beer brewed in the province of Quebec, Canada. The Company will be engaged principally in the marketing of Broken 7 as it is our intention to contract all brewing and distribution activities to third-party service providers. We operate in a single segment which is the craft beer market. Our craft beer consists of single brand known as Broken 7 and is currently brewed, distributed, and marketed solely in Quebec, Canada. |
ABILITY_TO_CONTINUE_AS_A_GOING
ABILITY TO CONTINUE AS A GOING CONCERN | 12 Months Ended |
31-May-14 | |
ABILITY TO CONTINUE AS A GOING CONCERN | ' |
ABILITY TO CONTINUE AS A GOING CONCERN | ' |
NOTE 2 – ABILITY TO CONTINUE AS A GOING CONCERN | |
The accompanying financial statements have been prepared in US dollars and in accordance with accounting principles generally accepted in the United States (“GAAP”) on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company commenced its oil and gas exploration activities in June 2011. The Company has realized only limited revenue from its oil and gas operations and has since abandoned those interests and has become a craft brewing business. During the year ended May 31, 2014, the Company incurred a net loss of $970,533. Since inception on May 11, 2010 the Company has an accumulated deficit of $1,227,521 to May 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. | |
We will be required to expend substantial amounts of working capital in order to brew, distribute and market our Broken 7 brand of craft beer. Our operations to date have been funded entirely from capital raised from our private offering of securities from May 2010 through August 2014. We are entirely dependent on our ability to attract and receive additional funding from either the sale of securities or outside sources such as private investment or a strategic partner. We currently have no firm agreements or arrangements with respect to any such financing and there can be no assurance that any needed funds will be available to us on acceptable terms or at all. The inability to obtain sufficient funding of our operations in the future will restrict our ability to grow and reduce our ability to continue to conduct business operations. Our failure to raise additional funds will adversely affect our business operations, and may require us to suspend our operations, which in turn may result in a loss to the purchasers of our common stock. After auditing our May 31, 2014 financial statements, our independent auditor issued a going concern opinion and our ability to continue is dependent on our ability to raise additional capital. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans which could cause us to become dormant. Any additional equity financing may involve substantial dilution to our then existing stockholders. | |
The Company's ability to continue as a going concern is dependent on its ability to brew, distribute, and market our craft beer and ultimately achieve profitable operations and to generate sufficient cash flow from financing and operations to meet its obligations as they become payable. Management may seek additional capital through a private placement and public offering of its common stock. Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||
31-May-14 | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Management’s Estimates and Assumptions | |||
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to accrued liabilities, asset retirement obligation, and the impairment of long-lived assets. Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could differ from those estimates. | |||
Cash and Cash Equivalents | |||
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. | |||
Reclassification | |||
A reclassification has been made to prior year comparative consolidated financial statements to conform to the current year presentation. This reclassification had no material effect on previously reported results of operations or financial position. The Company reclassified the amount of other comprehensive income from comprehensive loss in the balance sheet, statement of stockholders’ equity and on the face of the profit and loss statement. | |||
Foreign Currency | |||
The functional currency of the Company at May 31, 2014 is the Canadian dollar. Transactions that are denominated in a foreign currency are re-measured into the functional currency at the current exchange rate on the date of the transaction. Any foreign currency denominated monetary assets and liabilities are subsequently re-measured at current exchange rates, with gains or losses recognized as foreign exchange losses or gains in the statement of operations. Nonmonetary assets and liabilities are translated at historical exchange rates. Expenses are translated at average exchange rates during the period. Exchange gains and losses are included in statement of operations for the period. | |||
Adjustments arising from the translation of the Company’s financial statements to United States dollars for presentation purposes due to differences between average rates and balance sheet rates are recorded in other comprehensive income. | |||
Concentration of Credit Risk | |||
The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with two financial institutions in the form of demand deposits. | |||
Loss per Share | |||
Income or loss per share is calculated based on the weighted average number of common shares outstanding. Diluted loss per share does not differ from basic loss per share since the effect of the Company’s warrants are anti-dilutive. Diluted income per share is calculated using the treasury stock method which uses the weighted average number of common shares outstanding during the period and also includes the dilutive effect of potentially issuable common shares from outstanding and warrants. At May 31, 2014, potential common shares of 3,000,000 (2013 - nil) related to outstanding warrants were excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive. | |||
Comprehensive Income | |||
In accordance with ASC 220, “Comprehensive Income” (“ASC 220”) all components of comprehensive income, including net loss, are reported in the financial statements in the period in which they are recognized. Comprehensive income is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net loss and other comprehensive (income) loss, including foreign currency translation adjustments, are reported, net of any related tax effect, to arrive at comprehensive income. No taxes were recorded on items of other comprehensive income. | |||
Income Taxes | |||
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||
Uncertain Tax Positions | |||
The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, Accounting for Uncertainty in Income Taxes. The Company had no material unrecognized income tax assets or liabilities for the year ended May 31, 2014 or for the year ended May 31, 2013. The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the year ended May 31, 2014 and 2013, there were no income tax, or related interest and penalty items in the income statement, or liability on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Florida State. Tax years 2011 to present remain open to income tax examination. The Company is not currently involved in any income tax examinations. | |||
Fair Value of Financial Instruments | |||
The book values of cash, prepaid expenses, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: | |||
• | Level one — Quoted market prices in active markets for identical assets or liabilities; | ||
• | Level two — Inputs other than level one inputs that are either directly or indirectly observable; and | ||
• | Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. | ||
Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. | |||
Goodwill | |||
Pursuant to its agreement with Scenario A, the Company has acquired all rights to Broken 7, a craft beer brewed in Quebec, Canada. The assets acquired consist of goodwill only as no inventory or other assets were acquired. The Company accounts for this assets under ASC No. 350, Intangibles—Goodwill and Other which states that goodwill and intangible assets with indefinite useful lives should not be amortized, but instead tested for impairment at the reporting unit level at least annually or more frequently if circumstances indicate possible impairment. The Company tests for impairment annually in the fourth quarter of the fiscal year. If impairment exists, a write-down to fair value (measured by discounting estimated future cash flows) is recorded. | |||
Oil and Gas Property Payments and Exploration Costs | |||
The Company follows the full cost method of accounting for natural gas and oil operations. Under the full cost method all costs incurred in the acquisition, exploration and development of natural gas and oil reserves are initially capitalized into cost centers on a country-by-country basis. The Company’s current cost center is located in Canada. Such costs include land acquisition costs, geological and geophysical expenditures, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition, exploration and development activities. | |||
Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated net proved reserves, as determined by independent petroleum engineers. The Company has adopted revised oil and gas reserve estimation and disclosure requirements. The primary impact of the new disclosures is to conform the definition of proved reserves with the SEC Modernization of Oil and Gas Reporting rules, which were issued by the SEC at the end of 2008. The accounting standards update revised the definition of proved oil and gas reserves to require that the average, first-day-of-the-month price during the 12-month period before the end of the year rather than the year-end price, must be used when estimating whether reserve quantities are economical to produce. This same 12-month average price is also used in calculating the aggregate amount of (and changes in) future cash inflows related to the standardized measure of discounted future net cash flows. The percentage of total reserve volumes produced during the year is multiplied by the net capitalized investment plus future estimated development costs in those reserves. Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically to ascertain whether impairment has occurred. When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations. | |||
Under full cost accounting rules, capitalized costs, less accumulated amortization and related deferred income taxes, shall not exceed an amount (the ceiling) equal to the sum of: (i) the after tax present value of estimated future net revenues computed by applying current prices of oil and gas reserves to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on currents costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; (ii) the cost of properties not being amortized; and (iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized. If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the ceiling, the excess shall be charged to expense and separately disclosed during the period in which the excess occurs. Amounts thus required to be written off shall not be reinstated for any subsequent increase in the cost center ceiling. As of May 31, 2014, the Company discontinued its operations in the oil and gas industry. | |||
Impairment of Long-lived Assets | |||
In accordance with ASC 360, Property, Plant and Equipment, long lived assets such as equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. | |||
In accordance with ASC 350 Intangibles – Goodwill and Other the Company performs a qualitative assessment at the end of each reporting period to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in the overall industry that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount. | |||
Asset Retirement Obligations | |||
In accordance with ASC 410, Asset Retirement and Environmental Obligations the fair value of an asset retirement cost, and corresponding liability, should be recorded as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method. The Company provides for future asset retirement obligations on its oil and natural gas properties based on estimates established by current legislation. The asset retirement obligation is initially measured at fair value and capitalized to capital assets as an asset retirement cost. The asset retirement obligation accretes until the time the asset retirement obligation is expected to settle while the asset retirement cost is amortized over the useful life of the underlying capital assets. The amortization of the asset retirement cost and the accretion of the asset retirement obligation are included in depletion and accretion expense. Actual asset retirement costs are recorded against the obligation when incurred. Any difference between the recorded asset retirement obligations and the actual retirement costs incurred is recorded as a gain or loss in the period of settlement. As of May 31, 2014, the Company discontinued its operations in the oil and gas industry. | |||
Revenue recognition | |||
Revenue from the production of crude oil and natural gas is recognized when title passes to the customer and when collection of the revenue is reasonably assured. The Company does not operate its wells and is reliant on the wells’ operator to market and sell its proportion of oil and gas produced from its wells. The customers take title when the crude oil is transferred to their pipeline or collection facility. | |||
The Company began earning revenue from its 28% working interest it has in its Valhalla Property commencing in October, 2011 and its 28% working interest in its Spirit Rycroft Property in March 2012. Currently, neither property is in production. Both properties are located in Alberta, Canada. | |||
As of May 31, 2014, the Company discontinued its operations in the oil and gas industry. | |||
Revenue from the Company’s craft beer business is expected to be received in the form of commissions. The Company intends to contract out services to a single supplier for brewing, labeling and distribution. The Company does not yet have a contract in place for such services but once in place it is expected that the supplier will deliver beer to vendors on behalf of the Company, collect the proceeds from sale, and then pay the Company the respective commission. Revenue will be recorded at the time of delivery to the customer. The method of calculating, and the amount, of the commission payable to the Company is still to be negotiated. | |||
Recent Accounting Pronouncements | |||
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. | |||
ASU 2014-10 Topic 915 Development Stage Entities | |||
The objective of the guidance is to reduce cost and complexity in the financial reporting system by eliminating inception-to-date information from the financial statements of development stage entities. The new standard eliminates the concept of a development stage entity (“DSE”) from U.S. GAAP. Therefore, the current incremental reporting requirements for a DSE, including inception-to-date information, will no longer apply. This standard is effective for annual reporting periods beginning after December 15, 2014. The Company has elected to early adopt this guidance effective with its May 31, 2014 consolidated financial statements. | |||
ASU 3013-05 Topic 830 Accounting for cumulative translation adjustments | |||
The standards amends cumulative translation adjustment derecognition guidance in particular when (i) an entity ceases to have a controlling financial interest in certain subsidiaries or groups of assets within a foreign entity, or (ii) there is a loss of a controlling financial interest in a foreign entity or a step acquisition involving an equity method investment that is a foreign entity. This is effective for public entities for years, and interim periods within those years, beginning after December 15, 2013. | |||
ASU 2013-11 Topic 740 Accounting for cumulative translation adjustments | |||
The standard amends guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This is effective for public entities for years, and interim periods within those years, beginning after December 15, 2013. |
BUSINESS_COMBINATION
BUSINESS COMBINATION | 12 Months Ended | ||||
31-May-14 | |||||
BUSINESS COMBINATION | ' | ||||
BUSINESS COMBINATION | ' | ||||
NOTE 4 – BUSINESS COMBINATION | |||||
On June 23, 2011 the Company entered into a Stock Purchase Agreement to acquire all of the issued and outstanding shares of a private Canadian business owned by the Company’s principal executive officer called Buckeye Oil & Gas (Canada) Inc. (“Buckeye Canada”), a company incorporated in Alberta, Canada. The purchase price paid for the shares of Buckeye Canada was $400,000, which was paid by the issuance to Pol Brisset, the Company's principal officer and a director, of 10,000 shares of common stock of the Company. | |||||
As a result of the acquisition, Buckeye Canada became a wholly-owned subsidiary of the Company. | |||||
The following table shows the allocation of the consideration transferred based on the fair values of the assets and liabilities acquired, which were written off as discontinued operations at May 31, 2014: | |||||
Consideration Transferred | |||||
Common shares issued | $ | 400,000 | |||
$ | 400,000 | ||||
Allocation of Consideration Transferred | |||||
Oil and gas properties | $ | 159,839 | |||
Cash | 240,161 | ||||
$ | 400,000 |
DISCONTINUED_OPERATIONS_OIL_AN
DISCONTINUED OPERATIONS OIL AND GAS PROPERTY INTERESTS (Unproven) | 12 Months Ended | ||||||||||||
31-May-14 | |||||||||||||
DISCONTINUED OPERATIONS OIL AND GAS PROPERTY INTERESTS (Unproven) | ' | ||||||||||||
DISCONTINUED OPERATIONS OIL AND GAS PROPERTY INTERESTS (Unproven) | ' | ||||||||||||
NOTE 5 – DISCONTINUED OPERATIONS OIL AND GAS PROPERTY INTERESTS (Unproven) | |||||||||||||
May 31, 2014 (Cumulative) | |||||||||||||
Valhalla | Sprit Rycroft | Total | |||||||||||
(unproven) | (unproven) | ||||||||||||
Property acquisition costs | $ | 378,462 | $ | 622,470 | $ | 1,000,932 | |||||||
Geological and geophysical | 2,593 | 2,187 | 4,780 | ||||||||||
Asset Retirement Obligation | 4,848 | 4,848 | 9,696 | ||||||||||
Total Asset | $ | 385,903 | 629,505 | 1,015,408 | |||||||||
Accounts Payable | $ | 76,565 | |||||||||||
Accrued Liabilities - ARO | 10,524 | ||||||||||||
Total Liabilities | 87,089 | ||||||||||||
Net Assets of Discontinued Operations | $ | 928,319 | |||||||||||
Farmout and Participation Agreement with Luxor | |||||||||||||
The Company’s sole assets are rights acquired by Buckeye Canada pursuant to a May 12, 2011 Farmout and Participation Agreement with Luxor Oil & Gas, Inc. (“Luxor”). Under this agreement Buckeye Canada has agreed to incur 80% of the cost of drilling a well on one of Luxor’s properties in exchange for a 56% working interest in said well. In a separate agreement, on May 16, 2011 Buckeye Canada entered into a Participation Agreement whereby the Company agreed to share its obligations and rights under the agreement with Luxor with a partner on a 50% basis. The partner is a privately-owned company called Pioneer Marketing Group, Ltd. (“Pioneer”). The Participation Agreement requires Buckeye Canada and Pioneer to equally fund Buckeye Canada’s obligations under the Luxor agreement and to participate equally in the interest in the well. Accordingly, Buckeye Canada and Pioneer will each pay a net 40% of the initial capital costs and earn a 28% working interest each in any wells drilled by Luxor, as long as Pioneer continues to fund its half of the required amount of expenses. | |||||||||||||
The first well drilled under the agreement with Luxor is located the Valhalla area of Alberta (“Valhalla Well”), Canada and was drilled in July 2011. The Valhalla Well was completed in August, 2011 and initial production began in October 2011. Due to water accumulation issues, the Valhalla Well has had only limited production and is currently shut-in and not producing. It is not yet known if the Valhalla Well will be economic. Buckeye Canada has now earned its 28% interest in the Valhalla Well as well as the entire property on which the Valhalla Well is located. | |||||||||||||
Buckeye Canada also has the right of first refusal to participate on two additional properties if Luxor determines that it desires to pursue drilling on those properties. If Buckeye Canada exercises this right, it will need to pay 80% of such expenses in exchange for a 56% working interest. On July 26, 2011 Buckeye Canada exercised its rights to participate in a second well drilled by Luxor. The second property is called Spirit Rycroft and the well on this property was drilled in August 2011 (the “SR Well”). The SR Well started producing oil and liquids in March 2012 but has had only limited production to date and is currently shut in and not producing. It is not yet known if the SR Well will be economic. Buckeye Canada has now earned its 28% interest in the SR Well as well as the entire property on which the SR Well is located. | |||||||||||||
The agreement with Luxor provides for Buckeye Canada to earn its working interest on the entire property and not just on the respective well. As a result, now that Buckeye Canada has earned-in on the Valhalla and Spirit Rycroft Properties, Buckeye Canada will pay 28% of the capital costs on any new wells drilled on either property and earn a 28% working interest. On the potentially three properties that are part of the Luxor agreement, Buckeye Canada pays 40% of the capital costs to earn a 28% working interest on the first well but pays 28% of the capital costs to earn a 28% working interest on all subsequent wells drilled on the respective property. Luxor has indicated that they will not be proceeding on a third property. As a result, the agreement with Luxor will include the two properties currently under the Luxor agreement. | |||||||||||||
None of the Company’s properties currently contain any assigned reserves or resources. The Company earned a 28% working interest in its two properties located in Alberta, Canada. The two properties have not ever produced any significant quantities of oil or gas and the properties do not have any known reserves or resources. In addition due to the limited resources available to the Company, the Company has abandoned its interests in its two oil and gas properties. As of May 31, 2014, the Company discontinued its operations in the oil and gas industry. |
GOODWILL
GOODWILL | 12 Months Ended |
31-May-14 | |
INTANGIBLE ASSETS | ' |
INTANGIBLE ASSETS | ' |
NOTE 6 – GOODWILL | |
Broken 7 | |
On April 4, 2014, the Company entered into an Asset Purchase Agreement with Scenario A, a private Quebec corporation, to purchase all assets relating to the product known as “Broken 7”, a craft beer locally brewed in Montreal, Quebec, Canada. Under the Asset Purchase Agreement, the Company agreed to acquire Broken 7 for $25,000 payable in two installments to Scenario A with $12,500 to be paid at closing and $12,500 to be paid 60 business days after the closing date of April 7, 2014 (second installment payment date is July 3, 2014). The purchase was of the Broken 7 trademark and recipe. We valued the trademark and recipe at minimal to value and therefore accounted for entire purchase as goodwill. No other assets were acquired. The Company’s principal executive officer, Stephane Pilon, also serves as Scenario A’s President. The Corporation’s Secretary and director, Pol Brisset, also serves as Scenario A’s Vice-President. Mr. Pilon and Mr. Brisset are majority owners of Scenario A. The Company made the first payment of $12,500 on closing. The Company and Scenario A have amended the original agreement such that the due date of the second payment of $12,500 has been extended an additional 30 business days to August 15, 2014. On August 14, 2014 the Company made the second payment. The fair value of Broken 7 is measured by level three hierarchy of fair value of financial instruments. |
ASSET_RETIREMENT_OBLIGATION
ASSET RETIREMENT OBLIGATION | 12 Months Ended |
31-May-14 | |
ASSET RETIREMENT OBLIGATION | ' |
ASSET RETIREMENT OBLIGATION | ' |
NOTE 7 – ASSET RETIREMENT OBLIGATION | |
As at May 31, 2013 the Company’s asset retirement obligation was comprised of its 28% working interest in the Valhalla and SR Wells. The Company has written off the estimated May 31, 2014 obligation at $10,832 which includes an aggregate $1,936 in accretion expense. The write off was due to the discontinuation of the Company’s operations in the oil and gas industry. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended | ||||||||
31-May-14 | |||||||||
STOCKHOLDERS' EQUITY | ' | ||||||||
STOCKHOLDERS' EQUITY | ' | ||||||||
NOTE 8 – STOCKHOLDERS’ EQUITY | |||||||||
Stock Splits | |||||||||
Effective July 8, 2013, the Board of Directors and majority shareholders of the Company adopted resolutions to effectuate a reverse split of its issued and outstanding shares of common stock on the basis of 1 post consolidation share for each 100 pre-consolidation shares. No cash was paid or distributed as a result of the reverse stock split and no fractional shares were issued. All fractional shares which would otherwise be required to be issued as a result of the stock split were rounded up to the nearest whole share. There was no change in the par value of our common stock. | |||||||||
All share and per share amounts presented in these consolidated financial statements have been adjusted for the stock split. | |||||||||
Common Stock Transactions | |||||||||
On February 26, 2013, the Company closed a private placement of 3,000 (300,000 pre-split) common shares at $20 per share ($0.20 pre-reverse split) for a total offering price of $60,000. The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by two non-U.S. persons. | |||||||||
On February 26, 2014 the Company closed a direct offering for the issuance of 1,500,000 units at a price of $0.01 per unit for aggregate gross proceeds of $15,000. Each unit consisted of one share of common stock, one A warrant, and one B warrant. The A warrant is exercisable at a price of $0.05 per warrant until February 1, 2019 and each B warrant is exercisable at a price of $0.10 per warrant until February 1, 2019. The units were issued pursuant to Regulation S of the Securities Act of 1993. The issuance of the 1,500,000 units was directly offered to the Corporation’s officers, Stephane Pilon, Chief Executive Officer and Pol Brisset, Secretary. | |||||||||
Warrants | |||||||||
Number of | Amount | ||||||||
warrants | $ | ||||||||
Balance – May 31, 2013 | - | - | |||||||
Warrants issued in direct offering | 3,000,000 | 9,000 | |||||||
Balance – May 31, 2014 | 3,000,000 | 9,000 | |||||||
The warrants included in the February 26, 2014 unit offering have been fair valued using the Black Scholes model. The fair value of the warrants was determined using the following assumptions: dividend rate – 0%; volatility – 141%; risk free rate – 0.07%; and a term of five years. Based on their fair value the warrants have been assigned a value of $9,000. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||
31-May-14 | |||||||||
INCOME TAXES | ' | ||||||||
INCOME TAXES | ' | ||||||||
NOTE 9 - INCOME TAXES | |||||||||
Deferred tax assets of the Company are as follows: | |||||||||
2014 | 2013 | ||||||||
Income tax expense (asset) at statutory rate | 326,618 | 21,622 | |||||||
Permanent differences | (315,629 | ) | - | ||||||
Less: valuation allowance | (10,989 | ) | (21,622 | ) | |||||
Deferred tax asset recognized | - | - | |||||||
Permanent differences resulting from the net amount of applying the statutory federal income tax rate of 34% to the loss from discontinued operations of $928,319. | |||||||||
A valuation allowance has been recorded to reduce the net benefit recorded in the financial statements related to these deferred tax assets. The valuation allowance is deemed necessary as a result of the uncertainty associated with the ultimate realization of these deferred tax assets. | |||||||||
The provision for income tax differs from the amount computed by applying statutory federal income tax rate of 34% (2013 – 34%) to the net loss for the year. The sources and effects of the tax differences are as follows: | |||||||||
2014 | 2013 | ||||||||
Income tax expense at statutory rate | 91,995 | 81,006 | |||||||
Less: change in valuation allowance | (91,995 | ) | (81,006 | ) | |||||
Income tax expense | - | - | |||||||
At May 31, 2014, the Company had net operating loss carry forwards of approximately $270,600 (2013 - $236,000) that may be offset against future taxable income through 2032. No tax benefit has been reported in the May 31, 2014financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
31-May-14 | |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 10 – RELATED PARTY TRANSACTIONS | |
The Company does not yet have a service agreement in place for its current principal executive officer, Stephane Pilon. As a result of the Company not undertaking significant operations year-to-date, management has not been compensated. Current management has agreed to forgo any cash compensation until such time the Company has the resources to pay compensation. During the year ended May 31, 2013, the Company paid a total of $19,297 in management and directors’ fees. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
31-May-14 | |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | ' |
NOTE 11 - COMMITMENTS AND CONTINGENCIES | |
Commencing March 24, 2014 the Company renewed the lease for its office space at $150 per month. The lease is for one year. It is expected that the Company will renew the lease for another year when the current lease expires. |
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 12 Months Ended |
31-May-14 | |
SUBSEQUENT EVENT | ' |
SUBSEQUENT EVENT | ' |
NOTE 12 – SUBSEQUENT EVENT | |
On August 12, 2014, the Company completing a financing issuing 550,000 units at $0.10 per unit for total proceeds of $55,000. Each unit consist of one share of common stock, one A warrant, and one B warrant. The A warrant is exercisable at a price of $0.15 per warrant until August 12, 2019 and each B warrant is exercisable at a price of $0.25 per warrant until August 12, 2020. The units were issued pursuant to Regulation S of the Securities Act of 1993. |
ACCOUNTING_POLICIES_Policies
ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||
31-May-14 | |||
ACCOUNTING POLICIES | ' | ||
Management's Estimates and Assumptions | ' | ||
Management’s Estimates and Assumptions | |||
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to accrued liabilities, asset retirement obligation, and the impairment of long-lived assets. Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could differ from those estimates. | |||
Cash and Cash Equivalents Policy | ' | ||
Cash and Cash Equivalents | |||
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. | |||
Reclassification | ' | ||
Reclassification | |||
A reclassification has been made to prior year comparative consolidated financial statements to conform to the current year presentation. This reclassification had no material effect on previously reported results of operations or financial position. The Company reclassified the amount of other comprehensive income from comprehensive loss in the balance sheet, statement of stockholders’ equity and on the face of the profit and loss statement. | |||
Foreign Currency | ' | ||
Foreign Currency | |||
The functional currency of the Company at May 31, 2014 is the Canadian dollar. Transactions that are denominated in a foreign currency are re-measured into the functional currency at the current exchange rate on the date of the transaction. Any foreign currency denominated monetary assets and liabilities are subsequently re-measured at current exchange rates, with gains or losses recognized as foreign exchange losses or gains in the statement of operations. Nonmonetary assets and liabilities are translated at historical exchange rates. Expenses are translated at average exchange rates during the period. Exchange gains and losses are included in statement of operations for the period. | |||
Adjustments arising from the translation of the Company’s financial statements to United States dollars for presentation purposes due to differences between average rates and balance sheet rates are recorded in other comprehensive income. | |||
Concentration of Credit Risk | ' | ||
Concentration of Credit Risk | |||
The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with two financial institutions in the form of demand deposits. | |||
Loss per Share | ' | ||
Loss per Share | |||
Income or loss per share is calculated based on the weighted average number of common shares outstanding. Diluted loss per share does not differ from basic loss per share since the effect of the Company’s warrants are anti-dilutive. Diluted income per share is calculated using the treasury stock method which uses the weighted average number of common shares outstanding during the period and also includes the dilutive effect of potentially issuable common shares from outstanding and warrants. At May 31, 2014, potential common shares of 3,000,000 (2013 - nil) related to outstanding warrants were excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive. | |||
Comprehensive Income, Policy | ' | ||
Comprehensive Income | |||
In accordance with ASC 220, “Comprehensive Income” (“ASC 220”) all components of comprehensive income, including net loss, are reported in the financial statements in the period in which they are recognized. Comprehensive income is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net loss and other comprehensive (income) loss, including foreign currency translation adjustments, are reported, net of any related tax effect, to arrive at comprehensive income. No taxes were recorded on items of other comprehensive income. | |||
Income Taxes Policy | ' | ||
Income Taxes | |||
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||
Uncertain Tax Positions | ' | ||
Uncertain Tax Positions | |||
The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, Accounting for Uncertainty in Income Taxes. The Company had no material unrecognized income tax assets or liabilities for the year ended May 31, 2014 or for the year ended May 31, 2013. The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the year ended May 31, 2014 and 2013, there were no income tax, or related interest and penalty items in the income statement, or liability on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Florida State. Tax years 2011 to present remain open to income tax examination. The Company is not currently involved in any income tax examinations. | |||
Fair Value of Financial Instruments | ' | ||
Fair Value of Financial Instruments | |||
The book values of cash, prepaid expenses, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: | |||
• | Level one — Quoted market prices in active markets for identical assets or liabilities; | ||
• | Level two — Inputs other than level one inputs that are either directly or indirectly observable; and | ||
• | Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. | ||
Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. | |||
Oil And Gas Property Payments And Exploration Costs | ' | ||
Oil and Gas Property Payments and Exploration Costs | |||
The Company follows the full cost method of accounting for natural gas and oil operations. Under the full cost method all costs incurred in the acquisition, exploration and development of natural gas and oil reserves are initially capitalized into cost centers on a country-by-country basis. The Company’s current cost center is located in Canada. Such costs include land acquisition costs, geological and geophysical expenditures, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition, exploration and development activities. | |||
Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated net proved reserves, as determined by independent petroleum engineers. The Company has adopted revised oil and gas reserve estimation and disclosure requirements. The primary impact of the new disclosures is to conform the definition of proved reserves with the SEC Modernization of Oil and Gas Reporting rules, which were issued by the SEC at the end of 2008. The accounting standards update revised the definition of proved oil and gas reserves to require that the average, first-day-of-the-month price during the 12-month period before the end of the year rather than the year-end price, must be used when estimating whether reserve quantities are economical to produce. This same 12-month average price is also used in calculating the aggregate amount of (and changes in) future cash inflows related to the standardized measure of discounted future net cash flows. The percentage of total reserve volumes produced during the year is multiplied by the net capitalized investment plus future estimated development costs in those reserves. Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically to ascertain whether impairment has occurred. When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations. | |||
Under full cost accounting rules, capitalized costs, less accumulated amortization and related deferred income taxes, shall not exceed an amount (the ceiling) equal to the sum of: (i) the after tax present value of estimated future net revenues computed by applying current prices of oil and gas reserves to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on currents costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; (ii) the cost of properties not being amortized; and (iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized. If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the ceiling, the excess shall be charged to expense and separately disclosed during the period in which the excess occurs. Amounts thus required to be written off shall not be reinstated for any subsequent increase in the cost center ceiling. As of May 31, 2014, the Company discontinued its operations in the oil and gas industry. | |||
Goodwill Policy | ' | ||
Goodwill | |||
Pursuant to its agreement with Scenario A, the Company has acquired all rights to Broken 7, a craft beer brewed in Quebec, Canada. The assets acquired consist of goodwill only as no inventory or other assets were acquired. The Company accounts for this assets under ASC No. 350, Intangibles—Goodwill and Other which states that goodwill and intangible assets with indefinite useful lives should not be amortized, but instead tested for impairment at the reporting unit level at least annually or more frequently if circumstances indicate possible impairment. The Company tests for impairment annually in the fourth quarter of the fiscal year. If impairment exists, a write-down to fair value (measured by discounting estimated future cash flows) is recorded. | |||
Impairment of Long-lived Assets | ' | ||
Impairment of Long-lived Assets | |||
In accordance with ASC 360, Property, Plant and Equipment, long lived assets such as equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. | |||
In accordance with ASC 350 Intangibles – Goodwill and Other the Company performs a qualitative assessment at the end of each reporting period to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in the overall industry that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount. | |||
Asset Retirement Obligations | ' | ||
Asset Retirement Obligations | |||
In accordance with ASC 410, Asset Retirement and Environmental Obligations the fair value of an asset retirement cost, and corresponding liability, should be recorded as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method. The Company provides for future asset retirement obligations on its oil and natural gas properties based on estimates established by current legislation. The asset retirement obligation is initially measured at fair value and capitalized to capital assets as an asset retirement cost. The asset retirement obligation accretes until the time the asset retirement obligation is expected to settle while the asset retirement cost is amortized over the useful life of the underlying capital assets. The amortization of the asset retirement cost and the accretion of the asset retirement obligation are included in depletion and accretion expense. Actual asset retirement costs are recorded against the obligation when incurred. Any difference between the recorded asset retirement obligations and the actual retirement costs incurred is recorded as a gain or loss in the period of settlement. As of May 31, 2014, the Company discontinued its operations in the oil and gas industry. | |||
Revenue recognition | ' | ||
Revenue recognition | |||
Revenue from the production of crude oil and natural gas is recognized when title passes to the customer and when collection of the revenue is reasonably assured. The Company does not operate its wells and is reliant on the wells’ operator to market and sell its proportion of oil and gas produced from its wells. The customers take title when the crude oil is transferred to their pipeline or collection facility. | |||
The Company began earning revenue from its 28% working interest it has in its Valhalla Property commencing in October, 2011 and its 28% working interest in its Spirit Rycroft Property in March 2012. Currently, neither property is in production. Both properties are located in Alberta, Canada. | |||
As of May 31, 2014, the Company discontinued its operations in the oil and gas industry. | |||
Revenue from the Company’s craft beer business is expected to be received in the form of commissions. The Company intends to contract out services to a single supplier for brewing, labeling and distribution. The Company does not yet have a contract in place for such services but once in place it is expected that the supplier will deliver beer to vendors on behalf of the Company, collect the proceeds from sale, and then pay the Company the respective commission. Revenue will be recorded at the time of delivery to the customer. The method of calculating, and the amount, of the commission payable to the Company is still to be negotiated. | |||
New Accounting Pronouncements | ' | ||
Recent Accounting Pronouncements | |||
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. | |||
ASU 2014-10 Topic 915 Development Stage Entities | |||
The objective of the guidance is to reduce cost and complexity in the financial reporting system by eliminating inception-to-date information from the financial statements of development stage entities. The new standard eliminates the concept of a development stage entity (“DSE”) from U.S. GAAP. Therefore, the current incremental reporting requirements for a DSE, including inception-to-date information, will no longer apply. This standard is effective for annual reporting periods beginning after December 15, 2014. The Company has elected to early adopt this guidance effective with its May 31, 2014 consolidated financial statements. | |||
ASU 3013-05 Topic 830 Accounting for cumulative translation adjustments | |||
The standards amends cumulative translation adjustment derecognition guidance in particular when (i) an entity ceases to have a controlling financial interest in certain subsidiaries or groups of assets within a foreign entity, or (ii) there is a loss of a controlling financial interest in a foreign entity or a step acquisition involving an equity method investment that is a foreign entity. This is effective for public entities for years, and interim periods within those years, beginning after December 15, 2013. | |||
ASU 2013-11 Topic 740 Accounting for cumulative translation adjustments | |||
The standard amends guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This is effective for public entities for years, and interim periods within those years, beginning after December 15, 2013. |
Schedule_Of_Business_Combinati
Schedule Of Business Combinations (Tables) | 12 Months Ended | ||||
31-May-14 | |||||
Schedule Of Business Combinations | ' | ||||
Schedule Of Business Combinations | ' | ||||
The following table shows the allocation of the consideration transferred based on the fair values of the assets and liabilities acquired, which were written off as discontinued operations at May 31, 2014: | |||||
Consideration Transferred | |||||
Common shares issued | $ | 400,000 | |||
$ | 400,000 | ||||
Allocation of Consideration Transferred | |||||
Oil and gas properties | $ | 159,839 | |||
Cash | 240,161 | ||||
$ | 400,000 |
SCHEDULE_OF_DISCONTINUED_OPERA
SCHEDULE OF DISCONTINUED OPERATIONS OIL AND GAS PROPERTY INTERESTS (Unproven) (Tables) | 12 Months Ended | ||||||||||||
31-May-14 | |||||||||||||
SCHEDULE OF DISCONTINUED OPERATIONS OIL AND GAS PROPERTY INTERESTS | ' | ||||||||||||
SCHEDULE OF DISCONTINUED OPERATIONS OIL AND GAS PROPERTY INTERESTS | ' | ||||||||||||
May 31, 2014 (Cumulative) | |||||||||||||
Valhalla | Sprit Rycroft | Total | |||||||||||
(unproven) | (unproven) | ||||||||||||
Property acquisition costs | $ | 378,462 | $ | 622,470 | $ | 1,000,932 | |||||||
Geological and geophysical | 2,593 | 2,187 | 4,780 | ||||||||||
Asset Retirement Obligation | 4,848 | 4,848 | 9,696 | ||||||||||
Total Asset | $ | 385,903 | 629,505 | 1,015,408 | |||||||||
Accounts Payable | $ | 76,565 | |||||||||||
Accrued Liabilities - ARO | 10,524 | ||||||||||||
Total Liabilities | 87,089 | ||||||||||||
Net Assets of Discontinued Operations | $ | 928,319 |
Schedule_Of_Warrants_Tables
Schedule Of Warrants (Tables) | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Schedule Of Warrants | ' | ||||||||
Schedule Of Warrants | ' | ||||||||
Warrants | |||||||||
Number of | Amount | ||||||||
warrants | $ | ||||||||
Balance – May 31, 2013 | - | - | |||||||
Warrants issued in direct offering | 3,000,000 | 9,000 | |||||||
Balance – May 31, 2014 | 3,000,000 | 9,000 |
Schedule_Of_Components_Of_Inco
Schedule Of Components Of Income Taxes (Tables) | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Schedule Of Components Of Income Taxes | ' | ||||||||
Schedule of Deferred Tax Assets | ' | ||||||||
Deferred tax assets of the Company are as follows: | |||||||||
2014 | 2013 | ||||||||
Income tax expense (asset) at statutory rate | 326,618 | 21,622 | |||||||
Permanent differences | (315,629 | ) | - | ||||||
Less: valuation allowance | (10,989 | ) | (21,622 | ) | |||||
Deferred tax asset recognized | - | - | |||||||
Schedule of Components of Income Tax Expense | ' | ||||||||
The provision for income tax differs from the amount computed by applying statutory federal income tax rate of 34% (2013 – 34%) to the net loss for the year. The sources and effects of the tax differences are as follows: | |||||||||
2014 | 2013 | ||||||||
Income tax expense at statutory rate | 91,995 | 81,006 | |||||||
Less: change in valuation allowance | (91,995 | ) | (81,006 | ) | |||||
Income tax expense | - | - |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation (Details) (USD $) | 21-May-14 | Jun. 23, 2011 | Jun. 02, 2011 |
Organization and Basis of Presentation: | ' | ' | ' |
Purchase price paid for the shares of Buckeye Canada | ' | $400,000 | ' |
Shares issued as per the purchase agreement | ' | 10,000 | ' |
Stock Purchase Agreement which provided for the sale of shares of common stock | ' | ' | 380,000 |
Combined Shares acquired by Messrs. Dhaddey and Brisset represented of the issued and outstanding shares of common stock | ' | ' | 65.07% |
Mr. Mills cancelled shares in the Company which he had owned. | ' | ' | 1,150,000 |
Received a written consent from the holders of shares | 1,561,000 | ' | ' |
GOING_CONCERN_Details
GOING CONCERN (Details) (USD $) | 12 Months Ended | 48 Months Ended |
31-May-14 | 12-May-14 | |
GOING CONCERN: | ' | ' |
Net loss for the Period | $970,533 | ' |
Deficit accumulated during the period | ' | $1,227,521 |
Fair_values_of_the_assets_and_
Fair values of the assets and liabilities acquired (Details) (USD $) | 31-May-14 |
Consideration Transferred | ' |
Common shares issued | 400,000 |
Allocation of Consideration Transferred | ' |
Oil and gas properties | $159,839 |
Cash | 240,161 |
Total Allocation of Consideration Transferred | $400,000 |
Oil_and_Gas_Property_Interests
Oil and Gas Property Interests - Acquisition and lease (Details) (USD $) | 31-May-14 |
Valhalla (unproven) | ' |
Property acquisition costs | $378,462 |
Geological and geophysical | 2,593 |
Asset Retirement Obligation | 4,848 |
Total Asset | 385,903 |
Sprit Rycroft (unproven) | ' |
Property acquisition costs | 622,470 |
Geological and geophysical | 2,187 |
Asset Retirement Obligation | 4,848 |
Total Asset | 629,505 |
Total | ' |
Property acquisition costs | 1,000,932 |
Geological and geophysical | 4,780 |
Asset Retirement Obligation | 9,696 |
Total Asset | 1,015,408 |
Accounts Payable | 76,565 |
Accrued Liabilities - ARO | 10,524 |
Total Liabilities | 87,089 |
Net Assets of Discontinued Operations | $928,319 |
Farmout_and_Participation_Agre
Farmout and Participation Agreement (Details) | 12-May-11 |
Farmout and Participation Agreement: | ' |
Percentage of cost of drilling a well to incur as per Farmout and Participation Agreement with Luxor Oil & Gas, Inc. | 80.00% |
Percentage of working interest to be given as per Farmout and Participation Agreement with Luxor Oil & Gas, Inc. | 56.00% |
Share of obligations and rights under the agreement with Luxor with a partner | 50.00% |
Initial capital costs payable by Buckeye | 40.00% |
Percentage of interest earned in the Luxor Well | 28.00% |
GOODWILL_Details
GOODWILL (Details) (USD $) | Apr. 04, 2014 |
INTANGIBLE ASSETS DETAILS | ' |
Asset Purchase Agreement, the Company agreed to acquire Broken 7 payable in two installments | $25,000 |
Installments to Scenario A to be paid at closing | 12,500 |
Installments to Scenario A to be paid 60 business days after the closing date of April 7, 2014 (second installment) | $12,500 |
ASSET_RETIREMENT_OBLIGATION_De
ASSET RETIREMENT OBLIGATION (Details) (USD $) | 31-May-14 |
ASSET RETIREMENT OBLIGATION CONSISTS OF: | ' |
Asset retirement obligation | $10,832 |
Accretion expense included in asset retirement obligation | $1,936 |
Asset retirement obligation as Percentage of working interest in the Valhalla and SR Wells | 28.00% |
COMMON_STOCK_SHARE_TRANSACTION
COMMON STOCK SHARE TRANSACTIONS (Details) (USD $) | Feb. 26, 2014 |
COMMON STOCK SHARE TRANSACTIONS: | ' |
Closed a direct offering for the issuance common shares | 1,500,000 |
Issuance of Units at a price | $0.01 |
Issuance of Units for aggregate gross proceeds | $15,000 |
A warrant is exercisable at a price | $0.05 |
B warrant is exercisable at a price | $0.10 |
Issuance of units was directly offered to the Corporation's officers | 1,500,000 |
Fair_value_of_warrants_determi
Fair value of warrants determined using following assumptions (Details) (USD $) | 12 Months Ended |
31-May-14 | |
Fair value of warrants determined using following assumptions: | ' |
Dividend rate | 0.00% |
Volatility | 141.00% |
Risk free rate | 0.07% |
Term of years | 5 |
Warrants have been assigned a value | $9,000 |
Warrants_Details
Warrants (Details) | Number of warrants | Amount |
Balance. at May. 31, 2013 | 0 | 0 |
Warrants issued in direct offering | 3,000,000 | 9,000 |
Balance. at May. 31, 2014 | 3,000,000 | 9,000 |
Deferred_tax_assets_Details
Deferred tax assets (Details) (USD $) | 31-May-14 | 31-May-13 |
Deferred tax assets: | ' | ' |
Income tax expense (asset) at statutory rate | $326,618 | $21,622 |
Permanent differences | -315,629 | 0 |
Less: valuation allowance | -10,989 | -21,622 |
Deferred tax asset recognized | $0 | $0 |
Provision_for_income_tax_as_fo
Provision for income tax as follows (Details) (USD $) | 12 Months Ended | |
31-May-14 | 31-May-13 | |
Provision for income tax as follows: | ' | ' |
Income tax expense at statutory rate | $91,995 | $81,006 |
Less: change in valuation allowance | -91,995 | -81,006 |
Income tax expense | $0 | $0 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 12 Months Ended |
31-May-14 | |
RELATED PARTY TRANSACTIONS CONSISTS OF THE FOLLOWING: | ' |
Management and directors' fees | $2,374 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 31-May-14 |
COMMITMENTS AND CONTINGENCIES AS FOLLOWS: | ' |
Renewed lease for office space per month | $150 |
Subsequent_Events_Transactions
Subsequent Events Transactions (Details) (USD $) | Aug. 12, 2014 |
Subsequent Events Transactions: | ' |
Company completing a financing issuing units | 550,000 |
Completing a financing issuing per unit | $0.10 |
A warrant is exercisable per warrant | $0.15 |
B warrant is exercisable per warrant | $0.25 |