Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2016 | Mar. 15, 2018 | Nov. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | Brisset Beer International, Inc. | ||
Entity Trading Symbol | bfso | ||
Document Type | 10-K/A | ||
Document Period End Date | May 31, 2016 | ||
Amendment Flag | true | ||
Entity Central Index Key | 1,495,648 | ||
Current Fiscal Year End Date | --05-31 | ||
Entity Common Stock, Shares Outstanding | 9,863,000 | ||
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 | FY | ||
Entity Public Float | $ 511,000 | ||
Amendment Description | Revised financials |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | May 31, 2016 | May 31, 2015 |
Current Assets | ||
Cash | $ 33,655 | $ 35,110 |
Trade and Other Receivables | 5,442 | 13,500 |
Prepaid Expenses | 7,169 | 695 |
Total Current Assets | 46,266 | 48,855 |
Goodwill (note 6) | 0 | 0 |
Total Assets | 46,266 | 48,855 |
Current Liabilities | ||
Accounts Payable and Accrued Liabilities | 19,297 | 25,435 |
Due to Related Parties | 0 | 3,621 |
Total Current Liabilities | 19,297 | 29,056 |
Stockholders' Equity | ||
Common Stock, Par Value $.0001 Authorized 500,000,000 shares, 3,200,500 and 2,120,500 shares issued and outstanding at May 31, 2016 and 2015 respectively | 361 | 320 |
Paid-In Capital | 1,396,686 | 1,322,054 |
Warrants | 116,703 | 69,126 |
Accumulated Deficit | (1,487,781) | (1,374,918) |
Accumulated other Comprehensive Income | 1,000 | 3,217 |
Total Stockholders' Equity | 26,969 | 19,799 |
Total Liabilities and Stockholders' Equity | $ 46,266 | $ 48,855 |
CONSOLIDATED BALANCE SHEETS PAR
CONSOLIDATED BALANCE SHEETS PARENTHETICALS - $ / shares | May 31, 2016 | May 31, 2015 |
Stock Transactions, Parenthetical Disclosures [Abstract] | ||
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 3,608,000 | 3,200,500 |
Common Stock, shares outstanding | 3,608,000 | 3,200,500 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Revenues [Abstract] | ||
Commission Revenue | $ 49,848 | $ 35,766 |
Expenses | ||
Operating Expenses | 88,683 | 52.038 |
Professional Expenses | 37,252 | 57,046 |
Office and Sundry | 30,432 | 34,580 |
Rent | 1,806 | 1,923 |
Management and Directors' Fees | 4,538 | 12,576 |
Total Expenses | 162,711 | 158,163 |
Net Loss From Operations | (112,863) | (122,397) |
Other Income (Expenses) | ||
Net Other Income (Expenses) | 0 | 0 |
Net Loss | $ (112,863) | $ (122,397) |
Basic and Diluted loss per share Continuing Operations | $ (0.03) | $ (0.04) |
Weighted Average Shares Outstanding | 3,412,274 | 2,720,788 |
Net Loss. | $ (112,863) | $ (122,397) |
Other Comprehensive (Loss) Income | ||
Translation to US dollar presentation currency | (2,217) | 1,258 |
Comprehensive Loss | $ (115,080) | $ (121,139) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock Share | Common Stock Par Value | Paid-In Capital {1} | Warrants {1} | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit {1} | Total |
Balance at May. 31, 2014 | 2,120,500 | 212 | 1,236,788 | 9,000 | 1,959 | (1,252,521) | (4,562) |
Issuance of common stock at $0.10 per share, August 12, 2014 | 550,000 | 55 | 20,092 | 34,853 | 55,000 | ||
Issuance of common stock for services rendered, November 10, 2014 | 125,000 | 13 | 12,487 | 3,500 | 16,000 | ||
Issuance of common stock at $0.15 per share, January 9, 2015 | 130,000 | 13 | 14,117 | 5,370 | 19,500 | ||
Issuance of common stock at $0.20 per share, February 27, 2015 | 135,000 | 13 | 18,935 | 8,052 | 27,000 | ||
Issuance of common stock at $0.20 per share, May 15, 2015 | 140,000 | 14 | 19,635 | 8,351 | 28,000 | ||
Comprehensive income for the period | $ 1,258 | $ 1,258 | |||||
Net loss for the period | $ (122,397) | $ (122,397) | |||||
Balance at May. 31, 2015 | 3,200,500 | 320 | 1,322,054 | 69,126 | 3,217 | (1,374,918) | 19,799 |
Issuance of common stock at $0.30 per share, August 7, 2015 | 65,000 | 7 | 13,139 | 6,354 | 19,500 | ||
Issuance of common stock at $0.30 per share, November 13, 2015 | 75,000 | 7 | 13,466 | 9,027 | 22,500 | ||
Issuance of common stock at $0.30 per share, December 22, 2015 | 267,500 | 27 | 48,027 | 32,196 | 80,250 | ||
Comprehensive income for the period | $ (2,217) | $ (2,217) | |||||
Net loss for the period | $ (112,863) | $ (112,863) | |||||
Balance at May. 31, 2016 | 3,608,000 | 361 | 1,396,686 | 116,703 | 1,000 | (1,487,781) | 26,969 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract] | ||
Net Loss, | $ (112,863) | $ (122,397) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities | ||
Units issued for services | 0 | 16,000 |
Changes in Operating Assets and Liabilities | ||
Trade and other receivables | 7,608 | (11,632) |
Prepaid expenses | (6,474) | (395) |
Accounts payable and accrued liabilities | (6,138) | 3,503 |
Amount due under goodwill purchase agreement | 0 | 0 |
Due to related parties | (3,621) | 3,621 |
Net Cash Used in Operating Activities | (121,488) | (111,300) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net Cash Used in Investing Activities | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from the sale of common stock | 122,250 | 129,500 |
Net Cash Provided by Financing Activities | 122,250 | 129,500 |
Effect of exchange rate changes on cash | (2,217) | 1,258 |
Net (Decrease) Increase in Cash and Cash Equivalents | (1,455) | 19,458 |
Cash and Cash Equivalents at Beginning of Year | 35,110 | 15,652 |
Cash and Cash Equivalents at End of Year | 33,655 | 35,110 |
Cash paid during the year for: | ||
Interest | 0 | 0 |
Income taxes | $ 0 | $ 0 |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
May 31, 2016 | |
GOING CONCERN | |
GOING CONCERN | NOTE 1 GOING CONCERN The accompanying financial statements have been prepared on a going concern basis which assumes that Brisset Beer International, Inc. (the "Company") will continue its operations for the foreseeable future and contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company commenced its craft brewing activities in September 2014. During the year ended May 31, 2016, the Company incurred a net loss of $112,863, negative cash flow from operations of $121,488, and an accumulated deficit of $1,487,781 to May 31, 2016. These conditions indicate the existence of a material uncertainty that may cast substantial doubt as to the ability of the Company to meet its obligations as they come due. 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 August 2014 through May 2016. 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, 2016 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. These financial statements do not give effect to any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Such adjustments could be material. |
NATURE OF BUSINESS AND OPERATIO
NATURE OF BUSINESS AND OPERATIONS | 12 Months Ended |
May 31, 2016 | |
NATURE OF BUSINESS AND OPERATIONS | |
NATURE OF BUSINESS AND OPERATIONS | NOTE 2 NATURE OF BUSINESS AND OPERATIONS 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 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. Based on the qualitative and quantitative tests performed by the Company, the full amount of $25,000 was recognized as an impairment loss as of May 31, 2014. 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 and Basis of Presentation 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. The accompanying financial statements have been prepared in US dollars and in accordance with accounting principles generally accepted in the United States ("US GAAP") |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
May 31, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
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. Foreign Currency The functional currency of the Company at May 31, 2016 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, 2016, potential common shares of 6,317,500 (2015 – 5,160,000) 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, 2016 or for the year ended May 31, 2015. 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, 2016 and 2015, 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 indefinite life intangible assets only as no inventory or other assets were acquired. The Company accounts for this assets under ASC No. 350, Intangibles—Goodwill and Other Impairment of Long-lived Assets In accordance with ASC 360, Property, Plant and Equipment, In accordance with ASC 350 Intangibles – Goodwill and Other Advertising and Marketing Expenses Advertising and marketing expenses include the costs of advertising, promotion, trade shows, and other programs. Advertising costs are expensed as incurred. For the year ended May 31, 2016 the costs were $32,609 compared to $32,115 for the year ended May 31, 2015. 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 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. |
RESTATEMENT
RESTATEMENT | 12 Months Ended |
May 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT | Subsequent to the original filing of the Form 10Q for the period ending February 29, 2016 the Company determined that goodwill (Note 6) associated with the Asset Purchase Agreement with Scenario A that occurred on April 4, 2014 should have been fully impaired as of May 31, 2014. As a result of this error, the Company has restated its audited Consolidated Statement of Financial Statements for the year ended May 31, 2016. The following table summarizes the restatement changes made to the Consolidated Balance Sheets for the years ended May 31, 2016, and 2015, previously filed: Consolidated Balance Sheet - May 31, 2016 Originally Reported Adjustment As Restated Goodwill $ 25,000 $ (25,000 ) $ – Accumulated deficit $ (1,462,781 ) $ (25,000 ) $ (1,487,781 ) Consolidated Balance Sheet - May 31, 2015 Originally Reported Adjustment As Restated Goodwill $ 25,000 $ (25,000 ) $ – Accumulated deficit $ (1,349,918 ) $ (25,000 ) $ (1,374,918 ) |
BLUE SPIKE AGREEMENT
BLUE SPIKE AGREEMENT | 12 Months Ended |
May 31, 2016 | |
BLUE SPIKE AGREEMENT | |
BLUE SPIKE AGREEMENT | NOTE 4 BLUE SPIKE AGREEMENT On December 2, 2014 Biere Brisset International Inc., a company incorporated under the Canada Business Corporations Act which is a wholly owned subsidiary of the Company, entered into a Manufacturing and Distribution Agreement with a company incorporated in Quebec which does business under the name "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. On April 1, 2016, BBII amended the manufacturing and distribution agreement (the "Amendment") with Blue Spike to clarify sections 2.1.6 "BBII Margin", 5.1.4 Limitation, 5.2.1 Price, 6.2 Distribution Network, 6.7 Price of Products, and 6.8 BBII Sales Network. The Amendment also lists new Broken7 products under Schedules A and D, and includes the updated BBII Margins for new Broken7 products into Schedule F. For all the terms of the Manufacturing and Distribution Agreement, reference is hereby made to such Agreement annexed hereto as Exhibit 10.32. All statements made herein concerning such document are qualified by references to said exhibit. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
May 31, 2016 | |
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 date is July 3, 2014). The purchase was of the Broken 7 trademark and recipe only. 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. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
May 31, 2016 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 6 STOCKHOLDERS' EQUITY 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 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 nits were issued pursuant to Regulation S of the Securities Act of 1993. The issuance of the 1,500,000 units were directly offered to the Corporation's officers, Setphane Pilon, Chief Executive Officer and Pol Brisset, Secretary. On August 12, 2014, the Company completed 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 June 1, 2019 and each B warrant is exercisable at a price of $0.25 per warrant until June 1, 2020. The units were issued pursuant to Regulation S of the Securities Act of 1993. On January 9, 2015, the Company completed a financing issuing 130,000 units at $0.15 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 $0.20 per warrant until January 9, 2020 and each B warrant is exercisable at a price of $0.25 per warrant until January 9, 2020. The units were issued pursuant to Regulation S of the Securities Act of 1993. On February 27, 2015, the Company completed a financing issuing 135,000 units at $0.20 per unit for total proceeds of 27,000. 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 $0.25 per warrant until February 17, 2020 and each B warrant is exercisable at a price of $0.30 per warrant until February 17, 2020. The units were issued pursuant to Regulation S of the Securities Act of 1993. On May 15, 2015, the Company completed a financing issuing 140,000 units at $0.20 per unit for total proceeds of $28,000. 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 $0.25 per warrant until May 6, 2020 and each B warrant is exercisable at a price of $0.30 per warrant until May 6, 2020. The units were issued pursuant to Regulation S of the Securities Act of 1993. 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. On November 13, 2015, the Company completed a financing issuing 75,000 units at $0.30 per unit for total proceeds of $22,500. Each unit consist of one share of common stock, one A warrant, one B warrant, and one C warrant. The A warrant is exercisable at a price of $0.35 per warrant until October 16, 2020, each B warrant is exercisable at a price of $0.40 per warrant until October 16, 2020, and each C warrant is exercisable at a price of $0.45 per warrant until October 16, 2020. The units were issued pursuant to Regulation S of the Securities Act of 1993. On December 22, 2015, the Company completed a financing issuing 267,500 units at $0.30 per unit for total proceeds of $80,250. Each unit consist of one share of common stock, one A warrant, one B warrant, and one C warrant. The A warrant is exercisable at a price of $0.35 per warrant until November 16, 2020, each B warrant is exercisable at a price of $0.40 per warrant until November 16, 2020, and each C warrant is exercisable at a price of $0.45 per warrant until November 16, 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. Issuance of Units for Services On November 10, 2014 the Company entered into a service agreement issuing 125,000 units of the Company in partial payment for services rendered. Each unit consists 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 share until June 30, 2019 and each B warrant at a price of $0.25 per share until June 30, 2020. 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%; risk free rate - 0.07%; and a term of five or six years. Based on their fair value the warrants have been assigned a value of $3,500. WARRANTS The Company has the following warrants outstanding as of May 31, 2016: Exercise Price Number Expiry Remaining Life $ 0.05 1,500,000 1-Feb-19 2.92 $ 0.10 1,500,000 1-Feb-19 2.92 $ 0.15 550,000 01-Jun-19 3.26 $ 0.15 125,000 30-Jun-19 3.34 $ 0.20 130,000 09-Jan-20 3.86 $ 0.25 550,000 01-Jun-20 4.26 $ 0.25 125,000 30-Jun-20 4.34 $ 0.25 130,000 09-Jan-20 3.86 $ 0.25 135,000 17-Feb-20 3.97 $ 0.25 140,000 06-May-20 4.19 $ 0.30 135,000 17-Feb-20 3.97 $ 0.30 140,000 06-May-20 4.19 $ 0.30 65,000 07-Aug-20 4.44 $ 0.35 75,000 16-Oct-20 4.63 $ 0.35 267,500 16-Nov-20 4.71 $ 0.40 65,000 07-Aug-20 4.44 $ 0.40 75,000 16-Oct-20 4.63 $ 0.40 267,500 16-Nov-20 4.71 $ 0.45 75,000 16-Oct-20 4.63 $ 0.45 267,500 16-Nov-20 4.71 6,317,500 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
May 31, 2016 | |
INCOME TAXES | |
INCOME TAXES | NOTE 7 - INCOME TAXES Deferred tax assets of the Company are as follows: 2016 2015 Income tax expense (asset) at statutory rate 406,606 368,233 Permanent differences (315,629 ) (315,629 ) Less: valuation allowance (90,977 ) (52,604 ) 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% (2015 34%) to the net loss for the year. The sources and effects of the tax differences are as follows: 2016 2015 Income tax expense at statutory rate 90,977 41,615 Less: change in valuation allowance (90,977 ) (41,615 ) Income tax expense - - At May 31, 2016, the Company had net operating loss carry forwards of approximately $507,000 (2015 - $392,000) that may be offset against future taxable income through 2032. No tax benefit has been reported in the May 31, 2016financial 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 |
May 31, 2016 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 8 RELATED PARTY TRANSACTIONS On November 30, 2014 the Company entered into a service agreement with its 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 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$45,378) per year, payable once monthly. Mr. Pilon will also be entitled to receive a cell phone allowance of CDN$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. No bonus was paid or is owing to Mr. Pilon as of May 31, 2016 The employment agreement is for an indefinite term and can be terminated by either party with 30 days written notice. In the event of any involuntary termination of the agreement, other than for cause, Mr. Pilon shall be entitled to the severance compensation set forth in the agreement. For the year ended May 31, 2016, Mr. Pilon was paid a total of $42,353. Based on time and effort dedicated to operating activities, $37,815 (2015 - $12,918) has been recognized as operating costs and $4,538 (2014 - $12,576) has been recognized as management and directors' fees. The Company's Goodwill Purchase Agreement (note 6) 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. The Company paid Scenario A, $908 for Company car expense for the year ended May 31, 2016 and approximately $32,000 in advertising and marketing expenses which includes the costs of advertising, promotion, trade shows, and other programs for the year ended May 31, 2015. Advertising costs are expensed as incurred and included in operating expenses. 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 May 31, 2016 there have been no expenses incurred in relation to this Agreement. As of May 31, 2016 there was no amount payable to Stephane Pilon. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
May 31, 2016 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 - COMMITMENTS AND CONTINGENCIES Commencing March 24, 2016 the Company renewed the lease for its shared 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 |
May 31, 2016 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENT | NOTE 10 SUBSEQUENT EVENT On August 22, 2016, we sold 3,000,000 shares of common stock to each of Stephane Pilon and Pol Brisset for an aggregate of $3,000. Messrs. Pilon and Brisset also each received Class A warrants to purchase an aggregate of 1,500,000 shares of our common stock at an exercise price of $0.05 per share and Class B warrants to purchase an aggregate of 1,500,000 shares of our common stock at an exercise price of $0.10 per share. Such warrants expire in five years from the date of issuance and are immediately exercisable on a cashless basis. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 12 Months Ended |
May 31, 2016 | |
Accounting Policies [Abstract] | |
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 | 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. |
Foreign Currency | Foreign Currency The functional currency of the Company at May 31, 2016 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, 2016, potential common shares of 6,317,500 (2015 5,160,000) related to outstanding 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 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, 2016 or for the year ended May 31, 2015. 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, 2016 and 2015, 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 | 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 indefinite life intangible assets only as no inventory or other assets were acquired. The Company accounts for this assets under ASC No. 350, IntangiblesGoodwill and Other |
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 |
Advertising and Marketing Expenses | Advertising and Marketing Expenses Advertising and marketing expenses include the costs of advertising, promotion, trade shows, and other programs. Advertising costs are expensed as incurred. For the year ended May 31, 2016 the costs were $32,609 compared to $32,115 for the year ended May 31, 2015. |
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. |
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 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. |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 12 Months Ended |
May 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Restated Balance Sheet | Consolidated Balance Sheet - May 31, 2016 Originally Reported Adjustment As Restated Goodwill $ 25,000 $ (25,000 ) $ – Accumulated deficit $ (1,462,781 ) $ (25,000 ) $ (1,487,781 ) Consolidated Balance Sheet - May 31, 2015 Originally Reported Adjustment As Restated Goodwill $ 25,000 $ (25,000 ) $ – Accumulated deficit $ (1,349,918 ) $ (25,000 ) $ (1,374,918 ) |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Tables) | 12 Months Ended |
May 31, 2016 | |
Schedule of warrants outstanding Table Text Block: | |
Schedule of Warrants Outstanding | The Company has the following warrants outstanding as of May 31, 2016: Exercise Price Number Expiry Remaining Life $ 0.05 1,500,000 1-Feb-19 2.92 $ 0.10 1,500,000 1-Feb-19 2.92 $ 0.15 550,000 01-Jun-19 3.26 $ 0.15 125,000 30-Jun-19 3.34 $ 0.20 130,000 09-Jan-20 3.86 $ 0.25 550,000 01-Jun-20 4.26 $ 0.25 125,000 30-Jun-20 4.34 $ 0.25 130,000 09-Jan-20 3.86 $ 0.25 135,000 17-Feb-20 3.97 $ 0.25 140,000 06-May-20 4.19 $ 0.30 135,000 17-Feb-20 3.97 $ 0.30 140,000 06-May-20 4.19 $ 0.30 65,000 07-Aug-20 4.44 $ 0.35 75,000 16-Oct-20 4.63 $ 0.35 267,500 16-Nov-20 4.71 $ 0.40 65,000 07-Aug-20 4.44 $ 0.40 75,000 16-Oct-20 4.63 $ 0.40 267,500 16-Nov-20 4.71 $ 0.45 75,000 16-Oct-20 4.63 $ 0.45 267,500 16-Nov-20 4.71 6,317,500 |
Schedule Of Components Of Incom
Schedule Of Components Of Income Taxes (Tables) | 12 Months Ended |
May 31, 2016 | |
Schedule Of Components Of Income Taxes | |
Schedule of Deferred Tax Assets | Deferred tax assets of the Company are as follows: 2016 2015 Income tax expense (asset) at statutory rate 406,606 368,233 Permanent differences (315,629 ) (315,629 ) Less: valuation allowance (90,977 ) (52,604 ) 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% (2015 34%) to the net loss for the year. The sources and effects of the tax differences are as follows: 2016 2015 Income tax expense at statutory rate 90,977 41,615 Less: change in valuation allowance (90,977 ) (41,615 ) Income tax expense - - |
GOING CONCERN (Details)
GOING CONCERN (Details) | 12 Months Ended |
May 31, 2016USD ($) | |
Going Concern Details | |
Company has incurred net losses | $ 112,863 |
Negative cash flow from operations | 121,488 |
Accumulated deficit | $ 1,487,781 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION (Details) - USD ($) | Aug. 14, 2014 | May 21, 2014 | Apr. 04, 2014 | Jun. 23, 2011 |
Organization and Basis of Presentation Details | ||||
Purchase price paid for the shares of Buckeye Canada | $ 400,000 | |||
Shares of common stock to former principal officer and current Secretary and director | 10,000 | |||
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% |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | May 31, 2016 | May 31, 2015 |
Earnings per share | ||
Potential common shares | 6,317,500 | 5,160,000 |
Advertising and Marketing Expenses Details | ||
Advertising costs are expensed as incurred | $ 32,609 | $ 32,115 |
RESTATEMENT (Details)
RESTATEMENT (Details) - USD ($) | May 31, 2016 | May 31, 2015 |
Goodwill | $ 0 | $ 0 |
Accumulated deficit | (1,487,781) | (1,374,918) |
Scenario, Previously Reported [Member] | ||
Goodwill | 25,000 | 25,000 |
Accumulated deficit | (1,462,781) | (1,349,918) |
Restatement Adjustment [Member] | ||
Goodwill | (25,000) | (25,000) |
Accumulated deficit | $ (25,000) | $ (25,000) |
BLUE SPIKE AGREEMENT (Details)
BLUE SPIKE AGREEMENT (Details) | Dec. 02, 2014USD ($) |
Blue Spike Agreement Details | |
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. 14, 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 additional 30 business days | $ 12,500 |
COMMON STOCK SHARE TRANSACTIONS
COMMON STOCK SHARE TRANSACTIONS (Details) | Dec. 22, 2015USD ($)$ / shares | Nov. 13, 2015USD ($)$ / shares | May 15, 2015USD ($)$ / shares | Feb. 27, 2015USD ($)$ / shares | Jan. 09, 2015USD ($)$ / shares | Nov. 10, 2014$ / shares | Aug. 12, 2014USD ($)$ / shares | Feb. 26, 2014USD ($)$ / 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 | |||||||||
Closed a direct offering for the issuance of units | 1,500,000 | ||||||||
Company completed a financing issuing of units | 267,500 | 75,000 | 140,000 | 135,000 | 130,000 | 550,000 | |||
Issuance of Units at a price | $ 0.30 | $ 0.30 | $ 0.20 | $ 0.20 | $ 0.15 | $ 0.10 | $ 0.01 | ||
Issuance of Units for total proceeds | $ | $ 80,250 | $ 22,500 | $ 28,000 | $ 27,000 | $ 19,500 | $ 55,000 | $ 15,000 | ||
A warrant is exercisable at a price | $ 0.35 | $ 0.35 | $ 0.25 | $ 0.25 | $ 0.20 | $ 0.15 | $ 0.15 | $ 0.05 | |
B warrant is exercisable at a price | 0.40 | 0.40 | $ 0.30 | $ 0.30 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.10 | |
C warrant is exercisable at a price | $ 0.45 | $ 0.45 | |||||||
Issuance of Units for Services | |||||||||
Service agreement issuing | 125,000 |
FAIR VALUE OF WARRANTS DETERMIN
FAIR VALUE OF WARRANTS DETERMINED VALUE OF WARRANTS USING FOLLOWING ASSUMPTIONS (Details) - USD ($) | Dec. 22, 2015 | Nov. 10, 2014 |
Fair value of warrants determined using following assumptions: | ||
Dividend rate | 0.00% | 0.00% |
Volatility Maximum | 36.05% | 36.05% |
Volatility Minimum | 141.00% | |
Risk free rate | 0.07% | 0.07% |
Term of years Minimum | 5 | 5 |
Term of years Maximum | 6 | 6 |
Warrants have been assigned a value | $ 3,500 |
WARRANTS (Details)
WARRANTS (Details) | May 31, 2016$ / sharesshares |
Exercise Price | |
Warrants expiring on February 1, 2019, exercise price | $ / shares | $ 0.05 |
Warrants expiring on February 1, 2019, exercise price | $ / shares | 0.10 |
Warrants expiring on June 1, 2019, exercise price | $ / shares | 0.15 |
Warrants expiring on June 30, 2019, exercise price | $ / shares | 0.15 |
Warrants expiring on January 09, 2020, exercise price | $ / shares | 0.20 |
Warrants expiring on June 1, 2020 exercise price | $ / shares | 0.25 |
Warrants expiring on June 30, 2020, exercise price | $ / shares | 0.25 |
Warrants expiring on January 09, 2020, exercise price | $ / shares | 0.25 |
Warrants expiring on February 17, 2020, exercise price | $ / shares | 0.25 |
Warrants expiring on May 06, 2020, exercise price | $ / shares | 0.25 |
Warrants expiring on February 17, 2020, exercise price | $ / shares | 0.30 |
Warrants expiring on May 06, 2020, exercise price | $ / shares | 0.30 |
Warrants expiring on August 07, 2020, exercise price | $ / shares | 0.30 |
Warrants expiring on October 16, 2020, exercise price | $ / shares | 0.35 |
Warrants expiring on November 16, 2020, exercise price | $ / shares | 0.35 |
Warrants expiring on August 07, 2020, exercise price | $ / shares | 0.40 |
Warrants expiring on October 16, 2020, exercise price | $ / shares | 0.40 |
Warrants expiring on November 16, 2020, exercise price | $ / shares | 0.40 |
Warrants expiring on October 16, 2020, exercise price | $ / shares | 0.45 |
Warrants expiring on November 16, 2020, exercise price | $ / shares | $ 0.45 |
Warrants Number | |
Number Of Warrants expiring on February 1, 2019 | 1,500,000 |
Number Of Warrants expiring on February 1, 2020 | 1,500,000 |
Number Of Warrants expiring on June 1, 2019 | 550,000 |
Number Of Warrants expiring on June 30, 2019 | 125,000 |
Number Of Warrants expiring on January 09 2020 | 130,000 |
Number Of Warrants expiring on June 1, 2020 | 550,000 |
Number Of Warrants expiring on June 30, 2020 | 125,000 |
Number Of Warrants expiring on February 17, 2020 | 135,000 |
Number Of Warrants expiring on May 06, 2020 | 140,000 |
Number Of Warrants expiring on February 17, 2020 | 135,000 |
Number Of Warrants expiring on May 06, 2020 | 140,000 |
Number Of Warrants expiring on August 07, 2020 | 65,000 |
Number Of Warrants expiring on October 16, 2020 | 75,000 |
Number Of Warrants expiring on November 16, 2020 | 267,500 |
Number Of Warrants expiring on August 07, 2020 | 65,000 |
Number Of Warrants expiring on October 16, 2020 | 75,000 |
Number Of Warrants expiring on November 16, 2020 | 267,500 |
Number Of Warrants expiring on October 16, 2020 | 75,000 |
Number Of Warrants expiring on November 16, 2020 | 267,500 |
Total Number of Warrants | 6,317,500 |
Remaining Life | |
Warrants expiring on February 1, 2019, remaining life. | 2.92 |
Warrants expiring on June 1, 2019, remaining life | 3.26 |
Warrants expiring on June 30, 2019, remaining life | 3.34 |
Warrants expiring on January 09, 2020 remaining life | 3.86 |
Warrants expiring on June 1, 2020 remaining life | 4.26 |
Warrants expiring on June 30, 2020, remaining life | 4.34 |
Warrants expiring on February 17, 2020, remaining life | 3.97 |
Warrants expiring on May 06, 2020, remaining life | 4.19 |
Warrants expiring on February 17, 2020, remaining life | 3.97 |
Warrants expiring on May 06, 2020, remaining life | 4.19 |
Warrants expiring on August 07, 2020, remaining life | 4.44 |
Warrants expiring on October 16, 2020, remaining life | 4.63 |
Warrants expiring on November 16, 2020, remaining life | 4.71 |
Warrants expiring on August 07, 2020, remaining life | 4.44 |
Warrants expiring on October 16, 2020, remaining life | 4.63 |
Warrants expiring on November 16, 2020, remaining life | 4.71 |
Warrants expiring on October 16, 2020, remaining life | 4.63 |
Warrants expiring on November 16, 2020, remaining life | 4.71 |
DEFERRED TAX ASSETS (Details)
DEFERRED TAX ASSETS (Details) - USD ($) | May 31, 2016 | May 31, 2015 |
Deferred Tax Assets, Net [Abstract] | ||
Income tax expense (asset) at statutory rate | $ 406,606 | $ 368,233 |
Permanent differences | (315,629) | (315,629) |
Less: valuation allowance | (90,977) | $ (52,604) |
Deferred tax asset recognized | $ 0 | |
Statutory federal income tax rate | 34.00% | |
Loss from discontinued operations | $ 928,319 |
PROVISION FOR INCOME TAX (Detai
PROVISION FOR INCOME TAX (Details) - USD ($) | May 31, 2016 | May 31, 2015 |
PROVISION FOR INCOME TAX | ||
Statutory federal income tax rate | 34.00% | 34.00% |
Income tax expense at statutory rate | $ 90,977 | $ 41,615 |
Less: change in valuation allowance | (90,977) | (41,615) |
Income tax expense | 0 | |
Company had net operating loss carry forwards | $ 507,000 | $ 392,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | May 31, 2016USD ($) | Sep. 03, 2015USD ($) | May 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 | 45,378 | |||||
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 | |||||
Mr. Pilon was paid a total including bonus | $ 42,353 | |||||
Recognized as operating costs | 37,815 | $ 12,918 | ||||
Recognized as management and directors' fees. | 4,538 | $ 12,576 | ||||
Company has made total payments to Scenario A under the Asset Purchase Agreement | $ 25,000 | |||||
Company paid Scenario A, for Company car expense | 908 | |||||
Company paid Scenario A, in advertising and marketing expenses | $ 32,000 | |||||
Manufacturing and Distribution Agreement in years | 5 |
LEASE (Details)
LEASE (Details) | Mar. 24, 2016 |
Leases [Abstract] | |
Company renewed the lease for its shared office space per month | 150 |
Lease is for year | 1 |
SUBSEQUENT TRANSACTIONS (Detail
SUBSEQUENT TRANSACTIONS (Details) | Aug. 22, 2016USD ($)$ / sharesshares |
SUBSEQUENT TRANSACTIONS | |
Shares of common stock to each of Stephane Pilon and Pol Brisset | 3,000,000 |
Shares of common stock to each of Stephane Pilon and Pol Brisset for an aggregate | $ | $ 3,000 |
Class A warrants to purchase shares of common stock | 1,500,000 |
Class A warrants to purchase shares of common stock at an exercise price | $ / shares | $ 0.05 |
Class B warrants to purchase shares of common stock | 1,500,000 |
Class B warrants to purchase shares of common stock at an exercise price | $ / shares | $ 0.10 |
Warrants expire in years | 5 |