Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Nov. 30, 2016 | Apr. 12, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | Brisset Beer International, Inc. | |
Entity Trading Symbol | bfso | |
Document Type | 10-Q/A | |
Document Period End Date | Nov. 30, 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 | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Description | Restated financials |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Nov. 30, 2016 | May 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 0 | $ 33,655 |
Trade and Other Receivables | 6,955 | 5,442 |
Prepaid Expenses | 1,216 | 7,169 |
Total Current Assets | 8,171 | 46,266 |
Goodwill (note 6) | 0 | 0 |
Total Assets | 8,171 | 46,266 |
Current Liabilities | ||
Bank overdraft | 3,499 | 0 |
Accounts Payable and Accrued Liabilities | 19,688 | 19,297 |
Due to Related Parties | 4,008 | 0 |
Total Current Liabilities | 27,195 | 19,297 |
Stockholders' Equity | ||
Common Stock, Par Value $.0001 Authorized 500,000,000 shares, 9,863,000 and 3,608,000 shares issued and outstanding at November 30, 2016 and May 31, 2016 respectively | 986 | 361 |
Paid-In Capital | 1,447,137 | 1,396,686 |
Warrants | 470,640 | 116,703 |
Accumulated Deficit | (1,938,260) | (1,487,781) |
Accumulated Other Comprehensive Income | 473 | 1,000 |
Total Stockholders' Equity | (19,024) | 26,969 |
Total Liabilities and Stockholders' Equity | $ 8,171 | $ 46,266 |
CONDENSED BALANCE SHEETS (Unau3
CONDENSED BALANCE SHEETS (Unaudited) (Parentheticals) - $ / shares | Nov. 30, 2016 | May 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 9,863,000 | 3,608,000 |
Common Stock, shares outstanding | 9,863,000 | 3,608,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 6,207 | $ 14,173 | $ 17,605 | $ 33,870 |
Expenses | ||||
Operating Expenses | 20,336 | 17,383 | 51,600 | 36,330 |
Professional Fees | 8,642 | 4,750 | 15,630 | 10,925 |
Office and Sundry | 19,093 | 6,922 | 26,404 | 14,859 |
Rent | 450 | 450 | 900 | 906 |
Management and Directors' Fees | 1,131 | 1,135 | 2,287 | 2,308 |
Stock based compensation | 0 | 0 | 371,263 | 0 |
Total Expenses | 49,652 | 30,640 | 468,084 | 65,328 |
Net Loss | (43,445) | (16,467) | (450,479) | (31,458) |
Other Comprehensive (Loss) Income | (336) | (406) | (191) | (1,428) |
Comprehensive loss | $ (43,781) | $ (16,873) | $ (450,670) | $ (32,886) |
Basic and diluted loss per common share | $ 0 | $ (0.01) | $ (0.06) | $ (0.01) |
Basic and diluted weighted average common shares outstanding | 9,699,648 | 3,217,457 | 6,982,180 | 3,217,457 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Statement of Cash Flows [Abstract] | ||
Net Loss | $ (450,479) | $ (31,458) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Units issued for services | 15,000 | 0 |
Stock based compensation | 371,263 | 0 |
Changes in Operating Assets and Liabilities | ||
Trade and Other Receivables | (1,513) | (3,872) |
Prepaid Expenses | 5,953 | 113 |
Accounts Payable and Accrued Liabilities | 391 | (1,591) |
Bank overdraft | 3,499 | 0 |
Related Parties | 4,008 | (3,097) |
Net Cash Used in Operating Activities | (51,878) | (39,905) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from the Sale of Common Stock | 18,750 | 42,000 |
Net Cash Provided by Financing Activities | 18,750 | 42,000 |
Effect of exchange rate changes on cash | (527) | (1,834) |
Net increase (decrease) in cash and cash equivalents | (33,655) | 261 |
Cash and Cash Equivalents at Beginning of Period | 33,655 | 35,110 |
Cash and Cash Equivalents at End of Period | $ 0 | $ 35,371 |
NATURE OF BUSINESS AND OPERATIO
NATURE OF BUSINESS AND OPERATIONS | 6 Months Ended |
Nov. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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, 2016. 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, 2016 has been omitted. The results of operations for the six-month period ended November 30, 2016 are not necessary indicative of results for the fiscal year ending May 31, 2017 or for any future annual or interim period. |
ABILITY TO CONTINUE AS A GOING
ABILITY TO CONTINUE AS A GOING CONCERN | 6 Months Ended |
Nov. 30, 2016 | |
Ability To Continue As Going Concern | |
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 six months ended November 30, 2016 the Company has incurred net losses of $450,479 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 December 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, 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. 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 | 6 Months Ended |
Nov. 30, 2016 | |
Accounting Policies [Abstract] | |
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. Foreign Currency The functional currency of the Company at November 30, 2016 and 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 November 30, 2016 potential common shares of 12,212,500 (2015- 5,515,000) 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, 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 years ended May 31, 2016 and 2015, there was 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 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 2014-09 - 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. |
RESTATEMENT
RESTATEMENT | 6 Months Ended |
Nov. 30, 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. In addition, the Company determined that stock based compensation costs associated with the issuance of 6,000,000 warrants (Note 7) on August 22, 2016, issued for services, should have been valued and expensed during the six month period ended November 30, 2016. As a result of the errors, the Company has restated its unaudited Consolidated Statement of Financial Statements for the six months ended November 30, 2016. The following table summarizes the restatement changes made to the Consolidated Balance Sheets and Consolidated Statement of Operations and Comprehensive Loss for the six months ended November 30, 2016 previously filed: Consolidated Balance Sheet – November 30, 2016 Originally Reported Adjustment As Restated Goodwill $ 25,000 $ (25,000 ) $ – Warrants $ 99,377 $ 371,263 $ 470,640 Accumulated deficit $ (1,541,997 ) $ (396,263 ) $ (1,938,260 ) Consolidated Statement of Operations and Comprehensive Loss – Six months ended November 30, 2016 Originally Reported Adjustment As Restated Stock based compensation $ – $ 371,263 $ 371,263 Net Loss $ (79,216 ) $ (371,263 ) $ (450,479 ) 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 ) |
CONTRACT BREWING AGREEMENT
CONTRACT BREWING AGREEMENT | 6 Months Ended |
Nov. 30, 2016 | |
CONTRACT BREWING AGREEMENT | |
CONTRACT BREWING 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 | 6 Months Ended |
Nov. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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. The Company recorded $25,000 as goodwill on April 4, 2014. On May 31, 2014, the Company impaired the $25,000 based on a qualitative and quantitative analysis. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Nov. 30, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | Shares of common stock outstanding Common stock Additional paid-in capital Warrants Balance – May 31, 2016 3,608,000 361 1,396,686 116,703 Issuance of units 6,255,000 625 50,451 371,263 Balance – November 30, 2016 9,863,000 986 1,447,137 487,966 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 22, 2016, we sold a total of 6,000,000 shares of common stock to Stephane Pilon and Pol Bisset for an aggregate of $3,000. Messrs. Pilon and Brisset also received Class A warrants to purchase an aggregate of 3,000,000 shares of our common stock at an exercise price of $0.05 per share and Class B warrants to purchase an aggregate of 3,000,000 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. The entire proceeds have been allocated to common shares. On September 12, 2016, a private investor exercised a warrant to purchase 105,000 shares of common stock for cash at an exercise price of $0.15 per share. The Company received proceeds of $15,750 from this exercise. The entire proceeds have been allocated to common shares. Issuance of Units for Service On November 8, 2016, the Company issued 150,000 units of the Company in payment for services rendered. The units were valued at a price of $0.10 per unit. WARRANTS The Company has the following warrants outstanding as of November 30, 2016: Exercise Price Number Expiry Remaining Life $ 0.05 1,500,000 1-Feb-19 2.92 $ 0.05 3,000,000 31-Aug-21 5.00 $ 0.10 1,500,000 1-Feb-19 2.92 $ 0.10 3,000,000 31-Aug-21 5.00 $ 0.15 445,000 1-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 1-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 6-May-20 4.19 $ 0.30 135,000 17-Feb-20 3.97 $ 0.30 140,000 6-May-20 4.19 $ 0.35 65,000 7-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 7-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 12,212,500 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Nov. 30, 2016 | |
Related Party Transactions [Abstract] | |
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 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 three-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 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. As of August 31, the Company had a payable to Scenario A of $1,052 for Company car 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 August 31, 2016, the Company had a receivable due from CBB of $4,290 for sales of beer at a Beer Festival. On August 22, 2016, we sold a total of 6,000,000 shares of common stock to each Stephane Pilon and Pol Bisset for an aggregate of $3,000. Messrs. Pilon and Brisset also each received Class A warrants to purchase an aggregate of 3,000,000 shares of our common stock at an exercise price of $0.05 per share and Class B warrants to purchase an aggregate of 3,000,000 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. As of November 30, 2016, the Company had a payable to Stephane Pilon of $2,980 for expenses. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 6 Months Ended |
Nov. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | On February 17, 2016, the Company received $7,500 as a loan to pay for certain obligations in connection with its SEC filing obligations. It is pursuant to the terms of LOI. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Nov. 30, 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 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. |
Foreign Currency | Foreign Currency The functional currency of the Company at November 30, 2016 and 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 November 30, 2016 potential common shares of 12,212,500 (2015- 5,515,000) 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 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 years ended May 31, 2016 and 2015, there was 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, Intangibles—Goodwill 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 |
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 2014-09 - 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. |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 6 Months Ended |
Nov. 30, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement tables | Consolidated Balance Sheet – November 30, 2016 Originally Reported Adjustment As Restated Goodwill $ 25,000 $ (25,000 ) $ – Warrants $ 99,377 $ 371,263 $ 470,640 Accumulated deficit $ (1,541,997 ) $ (396,263 ) $ (1,938,260 ) Consolidated Statement of Operations and Comprehensive Loss – Six months ended November 30, 2016 Originally Reported Adjustment As Restated Stock based compensation $ – $ 371,263 $ 371,263 Net Loss $ (79,216 ) $ (371,263 ) $ (450,479 ) 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 ) |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Tables) | 6 Months Ended |
Nov. 30, 2016 | |
Schedule 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, 2016 3,608,000 361 1,396,686 116,703 Issuance of units 6,255,000 625 50,451 371,263 Balance – November 30, 2016 9,863,000 986 1,447,137 487,966 |
Schedule of Warrants Outstanding | Exercise Price Number Expiry Remaining Life $ 0.05 1,500,000 1-Feb-19 2.92 $ 0.05 3,000,000 31-Aug-21 5.00 $ 0.10 1,500,000 1-Feb-19 2.92 $ 0.10 3,000,000 31-Aug-21 5.00 $ 0.15 445,000 1-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 1-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 6-May-20 4.19 $ 0.30 135,000 17-Feb-20 3.97 $ 0.30 140,000 6-May-20 4.19 $ 0.35 65,000 7-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 7-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 12,212,500 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION (Details) - USD ($) | Aug. 14, 2014 | May 21, 2014 | Apr. 04, 2014 |
Organization and Basis of Presentation Details | |||
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) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Going Concern Details | ||||
Net loss for the Period | $ (43,445) | $ (16,467) | $ (450,479) | $ (31,458) |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 6 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Accounting Policies [Abstract] | ||
Potential common shares | 12,212,500 | 5,515,000 |
RESTATEMENT (Details)
RESTATEMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | May 31, 2016 | |
Goodwill | $ 0 | $ 0 | $ 0 | ||
Warrants | 470,640 | 470,640 | 116,703 | ||
Accumulated deficit | (1,938,260) | (1,938,260) | (1,487,781) | ||
Stock based compensation | 0 | $ 0 | 371,263 | $ 0 | |
Net Loss | (43,445) | $ (16,467) | (450,479) | $ (31,458) | |
Scenario, Previously Reported [Member] | |||||
Goodwill | 25,000 | 25,000 | 25,000 | ||
Warrants | 99,377 | 99,377 | |||
Accumulated deficit | (1,541,997) | (1,541,997) | (1,462,781) | ||
Stock based compensation | 0 | ||||
Net Loss | (79,216) | ||||
Restatement Adjustment [Member] | |||||
Goodwill | (25,000) | (25,000) | (25,000) | ||
Warrants | 371,263 | 371,263 | |||
Accumulated deficit | $ (396,263) | (396,263) | $ (25,000) | ||
Stock based compensation | 371,263 | ||||
Net Loss | $ (371,263) |
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 |
EQUITY TRANSACTIONS (Details)
EQUITY TRANSACTIONS (Details) | 6 Months Ended |
Nov. 30, 2016USD ($)shares | |
Beginning balance, value | $ 26,969 |
Ending balance, value | $ (19,024) |
Common Stock [Member] | |
Beginning balance, shares | shares | 3,608,000 |
Beginning balance, value | $ 361 |
Issuance of units, shares | shares | 6,255,000 |
Issuance of units, value | $ 625 |
Ending balance, shares | shares | 9,863,000 |
Ending balance, value | $ 986 |
Additional Paid-in Capital [Member] | |
Beginning balance, shares | shares | 1,396,686 |
Issuance of units, value | $ 50,451 |
Ending balance, value | $ 1,447,137 |
Warrants [Member] | |
Beginning balance, shares | shares | 116,703 |
Issuance of units, value | $ 371,263 |
Ending balance, value | $ 487,966 |
COMMON STOCK SHARE TRANSACTIONS
COMMON STOCK SHARE TRANSACTIONS (Details) | Nov. 08, 2016$ / sharesshares | Sep. 12, 2016USD ($)$ / sharesshares | Aug. 22, 2016USD ($)$ / sharesshares | Jul. 08, 2013 |
Stock Splits | ||||
Common stock on the basis of 1 post consolidation share for each pre-consolidation shares | 100 | |||
Issuance of Units | ||||
Sold shares of common stock to Stephane Pilon and Pol Bisset | 6,000,000 | |||
Sold shares of common stock to Stephane Pilon and Pol Bisset value | $ | $ 3,000 | |||
Pilon and Brisset received Class A warrants to purchase shares of common stock | 3,000,000 | |||
Pilon and Brisset received Class A warrants to purchase shares of common stock at an exercise price per share | $ / shares | $ 0.05 | |||
Class B warrants to purchase shares of common stock | 3,000,000 | |||
Class B warrants to purchase shares of common stock at an exercise price per share | $ / shares | $ 0.10 | |||
Private investor exercised a warrant to purchase shares of common stock | 105,000 | |||
Private investor exercised a warrant to purchase shares of common stock for cash at an exercise price per share | $ / shares | $ 0.15 | |||
Company received proceeds from this exercise | $ | $ 15,750 | |||
Issuance of Units for Service | ||||
Issued units in payment for services rendered | 150,000 | |||
Units valued at price per unit | $ / shares | $ 0.10 |
WARRANTS (Details)
WARRANTS (Details) | Nov. 30, 2016$ / sharesshares |
Exercise Price | |
Warrants expiring on February 1, 2019 | $ / shares | $ 0.05 |
Warrants expiring on August 31, 2021 | $ / shares | 0.05 |
Warrants expiring on February 1, 2019 | $ / shares | 0.10 |
Warrants expiring on August 31, 2021 | $ / shares | 0.10 |
Warrants expiring on June 1, 2019 | $ / shares | 0.15 |
Warrants expiring on June 30, 2019 | $ / shares | 0.15 |
Warrants expiring on January 9, 2020 | $ / shares | 0.20 |
Warrants expiring on June 1, 2020 | $ / shares | 0.25 |
Warrants expiring on June 30, 2020 | $ / shares | 0.25 |
Warrants expiring on January 9, 2020 | $ / shares | 0.25 |
Warrants expiring on February 17, 2020 | $ / shares | 0.25 |
Warrants expiring on May 6, 2020 | $ / shares | 0.25 |
Warrants expiring on February 17, 2020 | $ / shares | 0.30 |
Warrants expiring on May 6, 2020 | $ / shares | 0.30 |
Warrants expiring on August 07, 2020 | $ / shares | 0.35 |
Warrants expiring on October 16, 2020 | $ / shares | 0.35 |
Warrants expiring on November 16, 2020 | $ / shares | 0.35 |
Warrants expiring on August 07, 2020 | $ / shares | 0.40 |
Warrants expiring on October 16, 2020 | $ / shares | 0.40 |
Warrants expiring on November 16, 2020 | $ / shares | 0.40 |
Warrants expiring on October 16, 2020 | $ / shares | 0.45 |
Warrants expiring on November 16, 2020 | $ / shares | $ 0.45 |
Warrants Number | |
Number Of Warrants expiring on February 1, 2019 | 1,500,000 |
Number Of Warrants expiring on August 31, 2021 | 3,000,000 |
Number Of Warrants expiring on February 1, 2019 | 1,500,000 |
Number Of Warrants expiring on August 31, 2021 | 3,000,000 |
Number Of Warrants expiring on June 1, 2019 | 445,000 |
Number Of Warrants expiring on June 30, 2019 | 125,000 |
Number Of Warrants expiring on January 9, 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 January 9, 2020 | 130,000 |
Number Of Warrants expiring on February 17, 2020 | 135,000 |
Number Of Warrants expiring on May 6, 2020 | 140,000 |
Number Of Warrants expiring on February 17, 2020 | 135,000 |
Number Of Warrants expiring on May 6, 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 | 12,212,500 |
Remaining Life | |
Warrants expiring on February 1, 2019 , remaining life | 2.92 |
Warrants expiring on August 31, 2021 , remaining life | 5 |
Warrants expiring on February 1, 2019 , remaining life | 2.92 |
Warrants expiring on August 31, 2021 , remaining life | 5 |
Warrants expiring on June 1, 2019 , remaining life | 3.26 |
Warrants expiring on June 30, 2019 , remaining life | 3.34 |
Warrants expiring on January 9, 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 January 9, 2020 , remaining life | 3.86 |
Warrants expiring on February 17, 2020 , remaining life | 3.97 |
Warrants expiring on May 6, 2020 , remaining life | 4.19 |
Warrants expiring on February 17, 2020 , remaining life | 3.97 |
Warrants expiring on May 6, 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 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | Nov. 30, 2016USD ($) | Aug. 31, 2016USD ($) | Aug. 22, 2016USD ($)$ / sharesshares | Sep. 03, 2015USD ($) | Jan. 12, 2015USD ($) | 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 | ||||
Company will pay Mr. Pilon a base salary payable once monthly | 45,606 | |||||
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 | |||||
Company paid Scenario A, for Company car expense | $ 1,052 | |||||
Manufacturing and Distribution Agreement in years | 5 | |||||
Company had a receivable due from CBB for sales of beer | $ 4,290 | |||||
Sold shares of common stock to Stephane Pilon and Pol Bisset | shares | 6,000,000 | |||||
Sold shares of common stock to Stephane Pilon and Pol Bisset value | $ 3,000 | |||||
Pilon and Brisset received Class A warrants to purchase shares of common stock | shares | 3,000,000 | |||||
Pilon and Brisset received Class A warrants to purchase shares of common stock at an exercise price per share | $ / shares | $ 0.05 | |||||
Class B warrants to purchase shares of common stock | shares | 3,000,000 | |||||
Class B warrants to purchase shares of common stock at an exercise price per share | $ / shares | $ 0.10 | |||||
Company had a payable to Stephane Pilon that included wages and expenses | $ 2,980 |