SUBSEQUENT EVENTS | 9 Months Ended |
Feb. 28, 2015 |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS |
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Biere Brisset International Inc., a wholly owned subsidiary of Brisset Beer International, Inc. (the “Company”), entered into a 5-year Manufacturing and Distribution Agreement on March 1, 2015 with La Compagnie de Biere Brisset, Inc. (“CBB”), a specialty brewer that will help the Company bring to market and test new line extensions for beer brands owned by the Company. CBB undertakes to sell the Products, while complying with policies, procedures, methods and conditions of promotion, of advertising and sales described in the agreement. Proceeds, if any, from the sale of the Products will be retained by CBB as compensation for its services. |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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The following discussion should be read in conjunction with the financial statements of Buckeye Oil & Gas, Inc. (the “Company”), which are included elsewhere in this Form 10-Q. Certain statements contained in this report, including statements regarding the anticipated development and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the Form 10-K for the year ended May 31, 2014 filed by the Company with the Securities and Exchange Commission. |
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All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made. |
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Plan of Operations |
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Until April 2014 we were engaged in the acquisition and exploration of oil and gas properties. We are currently engaged in developing our business to brew, distribute, market and sell a single brand of craft beer called Broken 7. |
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Our initial plan is to brew, market and sell the craft beer in Quebec, Canada. We hope in the future to expand the brand into Eastern Canada, with a focus on the province of Ontario and eventually market our product in the U.S., subject to obtaining sufficient funding and resources to develop and expand our business. |
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On December 2, 2014 the Company entered into a Manufacturing and Distribution Agreement with Breuvages Blue Spike (“Blue Spike”). The agreement sets forth minimum quantities which Blue Spike will manufacture for the Company, manufacturing costs and a gross margin upon which the Company will earn its commission.. |
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Blue Spike is responsible for brewing, labeling and distributing Broken 7 beer for the Company. The Company, with the approval of Blue Spike, can continue selling products manufactured by Blue Spike in the Company’s own distribution network. Products sold within the Company’s own distribution network are subject to higher margins for the Company. The Company is responsible, at its expense, for the marketing and promotion of Broken 7, and has agreed to invest 25% of the gross margin of its products for marketing and advertising. |
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Results of Operations |
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Three months ended February 28, 2015 compared to the three months ended February 28, 2014 |
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Revenues |
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Sales of our Broken 7 craft beer commenced in September 2014. The Company recognized $9,483 of commission revenue from the sale of craft beer during the three months ended February 28, 2015. We did not earn any revenues during the three months ended February 28, 2014. |
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Operating Expenses and Net Loss |
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For the three months ended February 28, 2015 our net loss was $22,934 compared to $6,045 for the three months ended February 28, 2014. Expenses have increased in the three months ended February 28, 2015 compared to the three months ended February 28, 2014 primarily due to increased operating expenses, professional expenses, office and sundry, and management and director fees. Operating expenses increased in the three months ended February 28, 2015 to $15,785 from $nil in the three months ended February 28, 2014 due to the start of operations of our craft beer business. Office and sundry expenses increased to $9,296 for the three months ended February 28, 2015compared to $1,782 for the three months ended February 28, 2014. The increase was largely due to general office expenses as we continue to expand our business and to transfer agent fees. Professional fees were $5,532 in the three months ended February 28, 2015 compared to $3,536 for the three-months ended February 28, 2014. The higher professional fees in 2015 were the result of the Company incurring increased legal fees relating to its change of business and fee due for investor relations. The Company paid $1,321 in management and director fees during the three months ended February 28, 2015 and $nil during the same period in 2014. The increase was due to the commencement of compensation paid to the Company’s principal executive officer while in the prior period the Company’s officers and directors agreed to forgo their compensation. |
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Nine months ended February 28, 2015 compared to the nine months ended February 28, 2014 |
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Revenues |
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Sales of our Broken 7 craft beer commenced in September 2014. The Company earned $20,015 of commission revenue from the sale of craft beer during the nine months ended February 28, 2015. We did not earn any revenues during the nine months ended February 28, 2014. |
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Operating Expenses and Net Loss |
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For the nine months ended February 28, 2015 our net loss was $90,022 compared to $22,593 for the nine months ended February 28, 2014. Expenses have increased in the nine months ended February 28, 2015 compared to the nine months ended February 28, 2014 primarily due to increased operating expenses, professional expenses, management and director fees, as well as office and sundry. Operating expenses increased in the nine months ended February 28, 2015 to$38,030 from $nil in the nine months ended February 28, 2014 due to the start of operations of the craft beer business. Professional fees were $39,854 in the nine months ended February 28, 2015 compared to $12,694 for the nine-months ended February 28, 2014. The higher professional fees in 2015 were the result of the Company incurring increased legal fees relating to its change of business and due to investor relations. Office and sundry increased in the nine months ended February 28, 2015 to $19,392 from $7,690 in the nine months ended February 28, 2014 due to higher SEC filing fees, transfer agent fees, and general office expenses in 2015 compared to 2014. The Company paid $11,313 in management and director fees during the nine months ended February 28, 2015 and $nil during the same period in 2014. The increase was due to the commencement of compensation paid to the Company’s principal executive officer while in the prior period the Company’s officers and directors agreed to forgo their compensation. |
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Liquidity and Capital Resources |
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We had a cash balance of $32,593 and working capital of $25,033 at February 28, 2015. Net cash used in operating activities during the nine months ended February 28, 2015 was $74,176 compared to $28,179 during the nine months ended February 28, 2014. A portion of the increase was due to an increase of the net loss for the nine months ended February 28, 2015 to $90,022 from $22,593for the nine months ended February 28, 2014. In addition, in the nine months ended February 28, 2015 we had an inflow from an increase in accounts payable and accrued liabilities of $17,443 compared to a net outflow of $5,969 from an increase in accounts payable and accrued liabilities in the nine months ended February 28, 2014. There were financing activities of $101,500 received from the issuance of units during the nine months ended February 28, 2015, compared to $15,000 received during the nine months ended February 28, 2014. Investing activities for the nine months ended February 28, 2015 consisted of cash used of $12,500 from changes in the amount due under to asset purchase agreement while there were no investing activities for the nine months ended February 28, 2014. |
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Since commencement of our craft beer business the Company has raised a total of $101,500 through the issuance of units of common stock, which units were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The funds received from these financings were used primarily to fund the Company’s start-up of its craft beer business. However, even with these financings current cash on hand is not sufficient to fund all of the Company’s requirements for the next twelve months. |
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We may seek to raise additional funding that we require in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our operations. We currently do not have any agreements or arrangements in place for any future financing. |
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Going Concern Consideration |
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The Company has realized only limited revenue from its oil and gas operations and has since abandoned those interests and is currently focusing on developing a craft brewing business. Sales of our Broken 7 craft beer commenced in September 2014. During the nine months ended February 28, 2015, the Company incurred a net loss of $90,022 and expects losses to continue until it can achieve profitability from its craft beer operations. Since inception on May 11, 2010, the Company has an accumulated deficit of $1,317,543 to February 28, 2015. These conditions raise substantial doubt about the Company's ability to continue as a going concern. |
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We will be required to expend substantial amounts of working capital in order to brew, distribute and market our Broken7 brand of craft beer. Our current operations have been funded entirely from capital raised from our private offering of securities from February 2014 through February 2015. 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. |
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The Company's ability to continue as a going concern is dependent on its ability to brew, distribute, and market 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. |
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Off-Balance Sheet Arrangements |
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We have no off-balance sheet arrangements. |