Blackwell 3D Construction (BDCC) 10-Q 7 Oct 15 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Aug. 31, 2015	Oct. 05, 2015
Document and Entity Information
Entity Registrant Name	Brisset Beer International, Inc.
Entity Trading Symbol	bfso
Document Type	10-Q
Document Period End Date	Aug. 31, 2015
Amendment Flag	false
Entity Central Index Key	1,495,648
Current Fiscal Year End Date	--05-31
Entity Common Stock, Shares Outstanding		3,265,500
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	2,016
Document Fiscal Period Focus	Q1

CONSOLIDATED BALANCE SHEET (Una

CONSOLIDATED BALANCE SHEET (Unaudited) - USD ($)	Aug. 31, 2015	May. 31, 2015
Current Assets
Cash	$ 31,176	$ 35,110
Trade and Other Receivables	21,301	13,050
Prepaid Expenses	1,835	695
Total Current Assets	54,312	48,855
Goodwill (note 6)	25,000	25,000
Total Assets	79,312	73,855
Current Liabilities
Accounts Payable and Accrued Liabilities	29,198	25,435
Due to Related Parties	2,234	3,621
Total Current Liabilities	31,432	29,056
Stockholders' Equity
Common Stock, Par Value $.0001 Authorized 500,000,000 shares,3,265,500 and 3,200,500 shares issued and outstanding at August 31, 2015 and May 31, 2015 respectively	327	320
Paid-In Capital	1,335,193	1,322,054
Warrants	75,480	69,126
Accumulated Deficit	(1,364,909)	(1,349,918)
Accumulated Other Comprehensive Income	1,789	3,217
Total Stockholders' Equity	47,880	44,799
Total Liabilities and Stockholders' Equity	$ 79,312	$ 73,855

CONSOLIDATED BALANCE SHEET PARE

CONSOLIDATED BALANCE SHEET PARENTHETICALS - $ / shares	Aug. 31, 2015	May. 31, 2015
Parentheticals
Common Stock par value	$ 0.0001	$ 0.0001
Common Stock shares authorized	500,000,000	500,000,000
Common Stock shares issued	3,265,500	3,200,500
Common Stock shares outstanding	3,265,500	3,200,500

CONSOLIDATED STATEMENT OF OPERA

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended
	Aug. 31, 2015	Aug. 31, 2014
Revenues {1}
Commission Revenue	$ 19,697	$ 0
Expenses
Operating Expenses	18,947	0
Professional Expenses	6,175	4,543
Office and Sundry	7,937	4,684
Rent	456	515
Management and Directors' Fees	1,173	0
Total Expenses	34,688	9,742
Net Loss from Operations	(14,991)	(9,742)
Net Loss	$ (14,991)	$ (9,742)
Basic and Diluted Loss Per Share Continuing Operations	$ 0	$ 0
Weighted Average Shares Outstanding	3,217,457	2,234,087
Comprehensive loss
Net loss	$ (14,991)	$ (9,742)
Other comprehensive (loss) income
Translation to US dollar presentation currency	(1,428)	(237)
Comprehensive loss	$ (16,419)	$ (9,979)

EQUITY TRANSACTIONS (Details) {

EQUITY TRANSACTIONS (Details) {Stockholder Equity}	3 Months Ended
	Aug. 31, 2015shares
Shares of common stock outstanding
Balance	3,200,500
Issuance of units	65,000
Balance	3,265,500
Common stock
Balance	320
Issuance of units	7
Balance	327
Additional paid-in capital
Balance	1,322,054
Issuance of units	13,139
Balance	1,335,193
Warrants
Balance	69,126
Issuance of units	6,354
Balance	75,480

CONSOLIDATED STATEMENT OF CASH

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Aug. 31, 2015	Aug. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (14,991)	$ (9,742)
Changes in Operating Assets and Liabilities
Trade and Other Receivables	(8,251)	26
Prepaid Expenses	(1,140)	(464)
Accounts Payable and Accrued Liabilities	3,763	(2,572)
Related Parties	(1,387)	0
Net Cash Used in Operating Activities	(22,006)	(12,752)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Goodwill	0	(12,500)
Net Cash Used in Investing Activities	0	(12,500)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the Sale of Common Stock	19,500	55,000
Net Cash Provided by Financing Activities	19,500	55,000
Effect of exchange rate changes on cash	(1,428)	(237)
Net (Decrease) Increase in Cash and Cash Equivalents	(3,935)	29,511
Cash and Cash Equivalents at Beginning of Period	35,110	15,652
Cash and Cash Equivalents at End of Period	31,176	45,163
Cash paid during the year for:
Interest	0	0
Income taxes	$ 0	$ 0

NATURE OF BUSINESS AND OPERATIO

NATURE OF BUSINESS AND OPERATIONS	3 Months Ended
	Aug. 31, 2015
NATURE OF BUSINESS AND OPERATIONS
NATURE OF BUSINESS AND OPERATIONS	NOTE 1 – NATURE OF BUSINESS AND OPERATIONS Organization and Basis of Presentation 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 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 due 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. The accompanying financial statements have been prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States on a going concern basis. Nature of Operations 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 is engaged principally in the marketing of Broken 7 and is contracting all brewing and distribution activities to a third-party service provider. 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. Interim Reporting In the opinion of management the unaudited condensed consolidated financial information furnished herein reflects all adjustments, consisting of normal and recurring adjustments that are necessary to fairly state the financial position of Brisset Beer International. Inc. and the results of its operations for the periods presented. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended May 31, 2015. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the fiscal year ended May 31, 2015 has been omitted. The results of operations for the three month period ended August 31, 2015 are not necessary indicative of results for the fiscal year ending May 31, 2016 or for any future annual or interim period.

ABILITY TO CONTINUE AS A GOING

ABILITY TO CONTINUE AS A GOING CONCERN	3 Months Ended
	Aug. 31, 2015
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 craft brewing activities in September 2014. During the three months ended August 31, 2015 the Company has incurred net losses of $14,991 and the Company expects losses to continue until it can achieve profitable operations from its craft beer operations. 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 current operations have been funded entirely from capital raised from our private offering of securities from February 2014 through August 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, 2015 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 ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Aug. 31, 2015
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 and the impairment of goodwill. 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 loss from net loss in the consolidated balance sheet and on the face of the consolidated statement of operations and comprehensive loss. Foreign Currency The functional currency of the Company at August 31, 2015 and May 31, 2015 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 August 31, 2015, potential common shares of 5,290,000 (2014- 4,100,000) related to outstanding share purchase 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, 2015or for the year ended May 31, 2014. 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 years ended May 31, 2015 and 2014, 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 Nevada 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 • Level two • Level three 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 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 In accordance with ASC 360, Property, Plant and Equipment, In accordance with ASC 350 Intangibles – Goodwill and Other Revenue recognition Revenue from the Company’s craft beer business is received in the form of commissions. The Company has contracted out services to a single supplier for brewing, labeling and distribution (note 4). The Company recognizes commission revenue based on a percentage of sales with fixed margins as negotiated with the contract brewer. Revenue is recorded at the time of delivery to the customer. Any receivables remaining unpaid forty-five days after invoicing by Blue Spike will be charged to the Company. Blue Spike undertakes to pay the said receivable account to the Company without delay once recovered, less the costs of collection and late penalty fees. 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 In June 2014 the FASB issued ASU 2014-10 “Development Stage Entities (Topic 915)”. 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 2014-09 - Topic 606 - Revenue from Contracts with Customers In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company does not expect any impact of adopting this guidance. ASU 2014-12 - Topic 718 - Compensation - Stock Compensation In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period.” This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the financial statements. ASU 2014-15 - Topic 205-40 - Presentation of Financial Statements – Going Concern August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company adopted this new standard for the fiscal year ending May 31, 2014 and the Company will continue to assess the impact on its financial statements.

CONTRACT BREWING AGREEMENT

CONTRACT BREWING AGREEMENT	3 Months Ended
	Aug. 31, 2015
CONTRACT BREWING AGREEMENT
CONTRACT BREWING AGREEMENT	NOTE 4 - CONTRACT BREWING AGREEMENT 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. 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. The Company granted Blue Spike a right of first refusal if the Company sells or transfers all or a portion of its rights in its brands. If the Company is sold during the term of the agreement, the Company is obligated to pay Blue Spike 2.5% of the purchase price for every $250,000 of product sales, up to $5 million. The agreement also provides for various payment returns to Blue Spike if the Company is sold when the agreement is no longer in effect, depending on when and why the agreement is no longer in effect. The agreement is for an initial term of five years and is automatically renewed for five years unless either party notifies the other of its intention not to renew 180 days prior to the expiration of the term. The Company granted Blue Spike a right of first refusal to manufacture or act as exclusive agent for the distribution and sale of its products in other territories other than Quebec.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Aug. 31, 2015
INTANGIBLE ASSETS
INTANGIBLE ASSETS	NOTE 5 – INTANGIBLE ASSETS 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 due date is July 3, 2014). The purchase was of the Broken 7 trademark and recipe. No other assets were acquired. The Company’s principal executive officer and director, 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.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Aug. 31, 2015
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 6 – STOCKHOLDERS’ EQUITY Shares of common stock outstanding Common stock Additional paid-in capital Warrants Balance – May 31, 2015 3,200,500 320 1,322,054 69,126 Issuance of units 65,000 7 13,139 6,354 Balance – August 31, 2015 3,265,500 327 1,335,193 75,480 COMMON STOCK Stock Splits 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 condensed consolidated financial statements of the Company have been adjusted to reflect the reverse split. Issuance of Units On August 10, 2015, the Company completed a financing issuing 65,000 units at $0.30 per unit for total proceeds of $19,500. 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 $0.35 per warrant until August 7, 2020 and each B warrant is exercisable at a price of $0.40 per warrant until August 7, 2020. The units were issued pursuant to Regulation S of the Securities Act of 1993. The warrants included in the units 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 – 36.05 % to 141%; risk free rate - 0.07%; and a term of five or six years. WARRANTS The Company has the following warrants outstanding as of August 31, 2015: Exercise Price Number Expiry Remaining Life $ 0.05 1,500,000 1-Feb-19 3.42 $ 0.10 1,500,000 1-Feb-19 3.42 $ 0.15 550,000 1-Jun-19 3.75 $ 0.15 125,000 30-Jun-19 3.83 $ 0.20 130,000 09-Jan-20 4.36 $ 0.25 550,000 1-Jun-20 4.75 $ 0.25 125,000 30-Jun-20 4.83 $ 0.25 130,000 09-Jan-20 4.36 $ 0.25 135,000 17-Feb-20 4.46 $ 0.25 140,000 6-May-20 4.68 $ 0.30 135,000 17-Feb-20 4.46 $ 0.30 140,000 6-May-20 4.68 $ 0.35 65,000 7-Aug-20 4.93 $ 0.40 65,000 7-Aug-20 4.93 5,290,000

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Aug. 31, 2015
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 7 – RELATED PARTY TRANSACTIONS On November 30, 2014 the Company entered into a service agreement with its current principal executive officer, Stephane Pilon. Under the agreement the Company paid Mr. Pilon $9,992 (CDN$11,000) upon signing and will pay Mr. Pilon $2,725 (CDN $3,000) on a monthly basis. As a result of operations commencing only in September 2014, the payment of the $9,992 has been disclosed as management fees. Commencing December 1, 2014, it is expected that the majority of the compensation payable to Mr. Pilon will be recognized as an operating expense. On January 12, 2015 the service agreement with Stephane Pilon was replaced by an employment agreement. Under the agreement the Company will pay Mr. Pilon a base salary of CDN$36,000 (US$27,364) per year, payable twice monthly. On September 3, 2015 the employment agreement with Stephane Pilon was amended. Under the agreement the Company will pay Mr. Pilon a base salary of CDN$60,000 (US$45,606) per year, payable once monthly. Mr. Pilon will also be entitled to receive a cell phone allowance of $75 (US$57) per month. Pursuant to the Amendment, Mr. Pilon shall be eligible to receive a quarterly discretionary performance bonus up to CDN$6,000 (US$4,560) payable at the beginning of each 3 month period beginning on September 1, 2015. The amount of the bonus, if any, will be decided by the Board of Directors in their sole discretion. The Company’s Asset Purchase Agreement was executed with Scenario A. The Company’s principal executive officer and director, 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 has made total payments of $25,000 to Scenario A under the Asset Purchase Agreement. On March 1, 2015, Biere Brisset International, Inc. entered into a 5-year Manufacturing and Distribution Agreement with La Compagnie de Biere Brisset, Inc. (“CBB”), a specialty brewer, to help 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 are retained by CBB as compensation for its services. The Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer and a director, Stephane Pilon, serves as CBB’s Vice President and the Company’s Secretary and director, Pol Brisset, serves as CBB’s President. Pol Brisset and Stephane Pilon are majority owners of CBB. As of August 31, 2015 there have been no expenses incurred in relation to this Agreement. As of August 31, 2015 the Company had a payable to Stephane Pilon of $1,610 and to Mr. Pol Brisset of $624 that included expenses.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Aug. 31, 2015
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS On September 3, 2015 the employment agreement with Stephane Pilon was amended. Under the agreement the Company will pay Mr. Pilon a base salary of CDN$60,000 (US$45,606) per year, payable once monthly. Mr. Pilon will also be entitled to receive a cell phone allowance of CDN$75 (US$57) per month.

ACCOUNTING POLICIES (Policies)

ACCOUNTING POLICIES (Policies)	3 Months Ended
	Aug. 31, 2015
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 and the impairment of goodwill. 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	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, Policy	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 loss from net loss in the consolidated balance sheet and on the face of the consolidated statement of operations and comprehensive loss.
Foreign Currency	Foreign Currency The functional currency of the Company at August 31, 2015 and May 31, 2015 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 August 31, 2015, potential common shares of 5,290,000 (2014- 4,100,000) related to outstanding share purchase warrants were excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive.
Comprehensive Income	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	Income Taxes
Uncertain Tax Positions	Uncertain Tax Positions
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 • Level two • Level three Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.
Goodwill	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 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, In accordance with ASC 350 Intangibles – Goodwill and Other
Revenue recognition	Revenue recognition Revenue from the Company’s craft beer business is received in the form of commissions. The Company has contracted out services to a single supplier for brewing, labeling and distribution (note 4). The Company recognizes commission revenue based on a percentage of sales with fixed margins as negotiated with the contract brewer. Revenue is recorded at the time of delivery to the customer. Any receivables remaining unpaid forty-five days after invoicing by Blue Spike will be charged to the Company. Blue Spike undertakes to pay the said receivable account to the Company without delay once recovered, less the costs of collection and late penalty fees.
Recent 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 In June 2014 the FASB issued ASU 2014-10 “Development Stage Entities (Topic 915)”. 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 2014-09 - Topic 606 - Revenue from Contracts with Customers In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company does not expect any impact of adopting this guidance. ASU 2014-12 - Topic 718 - Compensation - Stock Compensation In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period.” This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the financial statements. ASU 2014-15 - Topic 205-40 - Presentation of Financial Statements – Going Concern August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company adopted this new standard for the fiscal year ending May 31, 2014 and the Company will continue to assess the impact on its financial statements.

SHEDULE OF WARRANTS OUTSTANDING

SHEDULE OF WARRANTS OUTSTANDING (Tables)	3 Months Ended
	Aug. 31, 2015
Shedule of warrants outstanding Table Text Block:
Schedule of Stockholders Equity	Shares of common stock outstanding Common stock Additional paid-in capital Warrants Balance – May 31, 2015 3,200,500 320 1,322,054 69,126 Issuance of units 65,000 7 13,139 6,354 Balance – August 31, 2015 3,265,500 327 1,335,193 75,480
WARRANTS	The Company has the following warrants outstanding as of August 31, 2015: Exercise Price Number Expiry Remaining Life $ 0.05 1,500,000 1-Feb-19 3.42 $ 0.10 1,500,000 1-Feb-19 3.42 $ 0.15 550,000 1-Jun-19 3.75 $ 0.15 125,000 30-Jun-19 3.83 $ 0.20 130,000 09-Jan-20 4.36 $ 0.25 550,000 1-Jun-20 4.75 $ 0.25 125,000 30-Jun-20 4.83 $ 0.25 130,000 09-Jan-20 4.36 $ 0.25 135,000 17-Feb-20 4.46 $ 0.25 140,000 6-May-20 4.68 $ 0.30 135,000 17-Feb-20 4.46 $ 0.30 140,000 6-May-20 4.68 $ 0.35 65,000 7-Aug-20 4.93 $ 0.40 65,000 7-Aug-20 4.93 5,290,000

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION (Details) - USD ($)	Aug. 15, 2014	May. 21, 2014	Apr. 04, 2014
ORGANIZATION AND BASIS OF PRESENTATION :
Purchase price under the Asset Purchase Agreement			$ 25,000
Amount of first installment to Scenario A to be paid at closing of the Asset Purchase Agreement			12,500
Amount of Second installment to Scenario A to be paid 60 business days after the closing date of the Asset Purchase Agreement			12,500
Company made the first payment on closing			$ 12,500
Second payment has been extended an additional 30 business days	$ 12,500
Received a written consent from the holders of shares		1,561,000
Percentage of issued and outstanding common shares represented by holders of shares		73.62%

GOING CONCERN (Details)

GOING CONCERN (Details)	3 Months Ended
	Aug. 31, 2015USD ($)
GOING CONCERN
Company has incurred net losses	$ 14,991

LOSS PER SHARE (Details)

LOSS PER SHARE (Details) - shares	Aug. 31, 2015	Aug. 31, 2014
Loss Per Share
Potential common shares	5,290,000	4,100,000

BLUE SPIKE AGREEMENT (Details)

BLUE SPIKE AGREEMENT (Details)	Dec. 02, 2014USD ($)
BLUE SPIKE AGREEMENT
Agreed to invest gross margin of its products for marketing and advertising	25.00%
Company is obligated to pay Blue Spike	2.50%
Company is obligated to pay Blue Spike the purchase price for every product sales worth	$ 250,000
The payment is agreed for every product up to	$ 5,000,000
Agreement is for an initial term of years	5
Either party notifies the other of its intention not to renew in days prior to the expiration of the term	180

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($)	Aug. 15, 2014	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
Company made the first payment on closing		$ 12,500
Second payment has been extended an additional 30 business days	$ 12,500

COMMON STOCK SHARE TRANSACTIONS

COMMON STOCK SHARE TRANSACTIONS (Details)	Aug. 10, 2015USD ($)$ / shares	Jul. 08, 2013
Stock Splits
Common stock on the basis of 1 post consolidation share for each pre-consolidation shares		100
Issuance of Units
Company completed a financing issuing of units	65,000
Issuance of Units at a price	$ 0.30
Issuance of Units for total proceeds | $	$ 19,500
A warrant is exercisable at a price	$ 0.35
B warrant is exercisable at a price	$ 0.40

FAIR VALUE OF WARRANTS DETERMIN

FAIR VALUE OF WARRANTS DETERMINED VALUE OF WARRANTS USING FOLLOWING ASSUMPTIONS (Details)	Aug. 10, 2015
Fair value of warrants determined using following assumptions:
Dividend rate	0.00%
Volatility Maximum	141.00%
Volatility Minimum	36.05%
Risk free rate	0.07%
Term of years in Maximum	6
Term of years in Minimum	5

WARRANTS (Details)

WARRANTS (Details)	Aug. 31, 2015$ / sharesshares
Exercise Price
Balance of warrants	0
Warrants issued on February 1, 2019	0.05
Warrants issued on February 1, 2019	0.10
Warrants issued on June 1, 2019	0.15
Warrants issued on June 30, 2019	0.15
Warrants issued on January 9, 2020	0.25
Warrants issued on June 1, 2020	0.25
Warrants issued on June 30, 2020	0.25
Warrants issued on February 17, 2020	0.25
Warrants issued on May 6, 2020	0.25
Warrants issued on February 17, 2020	0.30
Warrants issued on May 6, 2020	0.30
Warrants issued on August 7, 2020	0.35
Warrants issued on August 7, 2020	0.40
Balance of warrants	0
Warrant Number
Balance of warrants	0
Warrants issued on February 1, 2019	1,500,000
Warrants issued on February 1, 2019	1,500,000
Warrants issued on June 1, 2019	550,000
Warrants issued on June 30, 2019	125,000
Warrants issued on January 9, 2020	130,000
Warrants issued on June 1, 2020	550,000
Warrants issued on June 30, 2020	125,000
Warrants issued on January 9, 2020	130,000
Warrants issued on February 17, 2020	135,000
Warrants issued on May 6, 2020	140,000
Warrants issued on February 17, 2020	135,000
Warrants issued on May 6, 2020	140,000
Warrants issued on August 7, 2020	65,000
Warrants issued on August 7, 2020	65,000
Balance of warrants	5,290,000
Remaining Life
Balance of warrants	0
Warrants issued on February 1, 2019	3.42
Warrants issued on February 1, 2019	3.42
Warrants issued on June 1, 2019	3.75
Warrants issued on June 30, 2019	3.83
Warrants issued on January 9, 2020	4.36
Warrants issued on June 1, 2020 | $ / shares	$ 4.75
Warrants issued on June 30, 2020	4.83
Warrants issued on January 9, 2020	4.36
Warrants issued on February 17, 2020	4.46
Warrants issued on May 6, 2020	4.68
Warrants issued on February 17, 2020	4.46
Warrants issued on May 6, 2020	4.68
Warrants issued on August 7, 2020	4.93
Warrants issued on August 7, 2020	4.93
Balance of warrants	0

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details)	Sep. 03, 2015USD ($)	Aug. 31, 2015USD ($)	Mar. 01, 2015	Jan. 12, 2015USD ($)	Nov. 30, 2014USD ($)
RELATED PARTY TRANSACTIONS CONSISTS OF THE FOLLOWING:
Company paid Mr. Pilon (CDN$11,000)					$ 9,992
After signing the agreement company paid the Mr .Pilon (CDN $3,000)					2,725
Payment has been disclosed as management fees					$ 9,992
Company will pay Mr. Pilon a base salary of CDN per year	$ 60,000			$ 36,000
Company will pay Mr. Pilon a base salary payable twice monthly	45,606			$ 27,364
Mr. Pilon receive a cell phone allowance per month (US$57)	75
Mr. Pilon to receive an annual discretionary performance bonus up to CDN	6,000
Mr. Pilon to receive an annual discretionary performance bonus up to US	4,560
Company has made total payments to Scenario A under the Asset Purchase Agreement	$ 25,000
Manufacturing and Distribution Agreement in years			5
Company had a payable to Stephane Pilon		$ 1,610
Mr. Pol Brisset included expenses		$ 624

SUBSEQUENT TRANSACTION (Details

SUBSEQUENT TRANSACTION (Details)	Sep. 03, 2015USD ($)
SUBSEQUENT TRANSACTION
Company will pay Mr. Pilon a base salary of CDN per year	$ 60,000
Company will pay Mr. Pilon a base salary payable twice monthly	45,606
Mr. Pilon receive a cell phone allowance per month (US$57)	$ 75