Blackwell 3D Construction (BDCC) 10-Q 21 Jun 18 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Feb. 28, 2017	Jun. 13, 2018
Document and Entity Information
Entity Registrant Name	Brisset Beer International, Inc.
Entity Trading Symbol	bfso
Document Type	10-Q
Document Period End Date	Feb. 28, 2017
Amendment Flag	false
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	Q3

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Feb. 28, 2017	May 31, 2016
Current Assets
Cash and cash equivalents	$ 7,359	$ 33,655
Trade and Other Receivables	3,743	5,442
Prepaid Expenses	0	7,169
Total Current Assets	11,102	46,266
Total Assets	11,102	46,266
Current Liabilities
Accounts payable and accrued liabilities	39,187	19,297
Due to Related Parties	10,408	0
Convertible notes, net of $7,044 and $0 debt discount	456	0
Total Current Liabilities	50,051	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 February 28, 2017 and May 31, 2016 respectively	986	361
Additional paid-in capital	1,454,637	1,396,686
Warrants	470,640	116,703
Accumulated Other Comprehensive Income	(54)	1,000
Accumulated Deficit	(1,965,158)	(1,487,781)
Total Stockholders' Equity (Deficit)	(38,949)	26,969
Total Liabilities and Stockholders' Equity	$ 11,102	$ 46,266

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Feb. 28, 2017	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
Debt discount	$ 7,044	$ 0

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2017	Feb. 29, 2016
Income Statement [Abstract]
Revenues	$ 8,415	$ 10,100	$ 26,020	$ 43,970
Expenses
General and administrative	3,052	25,110	54,652	61,440
Professional Expenses	422	11,063	16,052	21,988
Office and Sundry	3,068	7,700	29,472	22,559
Rent	0	450	900	1,356
Management and Directors' Fees	28,292	1,076	30,579	3,384
Stock based compensation	0	0	371,263	0
Total Expenses	34,834	45,399	502,918	110,727
Loss from operations	(26,419)	(35,299)	(476,898)	(66,757)
Interest expense	(479)	0	(479)	0
Total other income (expense)	(479)	0	(479)	0
Net loss before taxes	(26,898)	(35,299)	(477,377)	(66,757)
Provision for income taxes	0	0	0	0
Net Loss	(26,898)	(35,299)	(477,377)	(66,757)
Other comprehensive income (loss)	(863)	71	(1,054)	(1,763)
Comprehensive Loss	$ (27,761)	$ (35,228)	$ (478,431)	$ (68,520)
Net Loss Per Common Share - Basic and Diluted	$ 0	$ (0.01)	$ (0.06)	$ (0.02)
Weighted Average Common Shares Outstanding - Basic and Diluted	9,863,000	3,543,330	7,917,489	3,346,294

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Feb. 28, 2017	Feb. 29, 2016
Statement of Cash Flows [Abstract]
Net Loss	$ (477,377)	$ (66,757)
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
Amortization of debt discount	456	0
Changes in Operating Assets and Liabilities
Trade and Other Receivables	1,699	(3,738)
Prepaid Expenses	7,169	(5,593)
Accounts Payable and Accrued Liabilities	19,890	(5,485)
Due to (from) related parties	10,408	(117)
Net Cash Used in Operating Activities	(51,492)	(81,690)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible debt	7,500	0
Proceeds from issuance of common stock	18,750	122,250
Net Cash Provided by Financing Activities	26,250	122,250
Effect of exchange rate changes on cash	(1,054)	(1,763)
Net (Decrease) Increase in Cash and Cash Equivalents	(26,296)	38,797
Cash and Cash Equivalents at Beginning of Period	33,655	35,110
Cash and Cash Equivalents at End of Period	7,359	73,907
SUPPLEMENTARY INFORMATION
Interest	0	0
Income taxes	0	0
Non-Cash Disclosure
Discount to debt for beneficial conversion feature	$ 7,500	$ 0

1. NATURE OF BUSINESS AND OPERA

1. NATURE OF BUSINESS AND OPERATIONS	9 Months Ended
	Feb. 28, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF BUSINESS AND OPERATIONS	NOTE 1 – NATURE OF BUSINESS AND OPERATIONS Organization and Basis of Presentation Brisset Beer International, Inc. (the "Company") was incorporated in the State of Florida on May 11, 2010 under the name Benefit Solutions Outsourcing Corp. 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 disclosures, 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 nine-month period ended February 28, 2017 are not necessarily indicative of results for the fiscal year ending May 31, 2017 or for any future annual or interim period.

2. ABILITY TO CONTINUE AS A GOI

2. ABILITY TO CONTINUE AS A GOING CONCERN	9 Months Ended
	Feb. 28, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ABILITY TO CONTINUE AS A GOING CONCERN	NOTE 2 – ABILITY TO CONTINUE AS A GOING CONCERN The accompanying financial statements have been prepared in US dollars and in accordance with accounting principles generally accepted in the United States ("GAAP") on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company commenced its craft brewing activities in September 2014. During the nine months ended February 28, 2017 the Company has incurred net losses of $477,377 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, as well as additional funding received in 2017 through the issuance of convertible notes and stock issuances. 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. 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.

3. SUMMARY OF SIGNIFICANT ACCOU

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Feb. 28, 2017
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Management's Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to accrued liabilities and the impairment of goodwill. Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on management's best knowledge of current events and actions the Company may undertake in the future. Actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. Foreign Currency The functional currency of the Company at February 28, 2017 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 February 28, 2017 potential common shares of 12,467,500 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. 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, 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. Beneficial Conversion Feature of Convertible Debt The Company accounts for convertible debt in accordance with the guidelines established by FASB ASC 470-20, " Debt with Conversion and Other Options 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 an unrelated party business will be charged to the Company. The unrelated party business 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.

4. RESTATEMENT

4. RESTATEMENT	9 Months Ended
	Feb. 28, 2017
Accounting Changes and Error Corrections [Abstract]
RESTATEMENT	NOTE 4 - RESTATEMENT Subsequent to the original filing of the Form 10Q for the period ending February 29, 2016 the Company determined that goodwill 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 on August 22, 2016, issued for services, should have been valued and expensed on the issuance date. As a result of the errors, the Company has restated the corresponding unaudited Consolidated Statement of Financial Statements for the periods affected by the restatements.

5. CONTRACT BREWING AGREEMENT

5. CONTRACT BREWING AGREEMENT	9 Months Ended
	Feb. 28, 2017
Revenue from Contract with Customer [Abstract]
CONTRACT BREWING AGREEMENT	NOTE 5 - 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 Broken 7 products under Schedules A and D, and includes the updated BBII Margins for new Broken 7 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.

6. INTANGIBLE ASSETS

6. INTANGIBLE ASSETS	9 Months Ended
	Feb. 28, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 6 – 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 was completed July 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.

7. CONVERTIBLE PROMISSORY NOTES

7. CONVERTIBLE PROMISSORY NOTES	9 Months Ended
	Feb. 28, 2017
Debt Disclosure [Abstract]
CONVERTIBLE PROMISSORY NOTES	NOTE 7 – CONVERTIBLE PROMISSORY NOTES Convertible notes payable at February 28, 2017 and May 31, 2016 consists of the following: February 28, 2017 May 31, 2016 Dated February 17, 2017 $ 7,500 $ – Total convertible notes payable, gross 7,500 – Less: Unamortized debt discount (7,044 ) – Total convertible notes $ 456 $ – On February 17, 2017, the Company issued a convertible note for $7,500 proceeds. The Company recorded a debt discount related to the beneficial conversion feature of the note for $7,500. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price and was due on August 17, 2017. The note has not yet been paid and is currently in default. During the three months ended February 28, 2017, the Company recorded $456 related to the amortization of the discount as interest expense.

8. STOCKHOLDERS' EQUITY

8. STOCKHOLDERS' EQUITY	9 Months Ended
	Feb. 28, 2017
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 7 – 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 common shares 6,000,000 600 2,400 - Issuance of common shares for services 150,000 15 14,985 - Debt discount on convertible notes issued - - 7,500 - Issuance of warrants - - - 371,263 Exercise of warrants 105,000 10 33,066 (17,326 ) Balance – February 28, 2017 9,863,000 $ 986 $ 1,454,637 $ 470,640 COMMON STOCK 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 warrants 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. During the nine months ended February 28, 2017, the Company issued 150,000 shares of common stock for services provided to the company. 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 February 28, 2017: Exercise Price Number Expiry Remaining Life $ 0.05 1,500,000 1-Feb-19 2.42 $ 0.05 3,000,000 31-Aug-21 4.5 $ 0.10 1,500,000 1-Feb-19 2.42 $ 0.10 3,000,000 31-Aug-21 4.5 $ 0.15 550,000 1-Jun-19 2.76 $ 0.15 125,000 30-Jun-19 2.84 $ 0.20 130,000 9-Jan-20 3.36 $ 0.25 550,000 1-Jun-20 3.76 $ 0.25 125,000 30-Jun-20 3.84 $ 0.25 130,000 9-Jan-20 3.36 $ 0.25 135,000 17-Feb-20 3.47 $ 0.25 140,000 6-May-20 3.69 $ 0.30 135,000 17-Feb-20 3.47 $ 0.30 140,000 6-May-20 3.69 $ 0.35 65,000 7-Aug-20 3.94 $ 0.35 75,000 16-Oct-20 4.13 $ 0.35 267,500 16-Nov-20 4.21 $ 0.40 65,000 7-Aug-20 3.94 $ 0.40 75,000 16-Oct-20 4.13 $ 0.40 267,500 16-Nov-20 4.21 $ 0.45 75,000 16-Oct-20 4.13 $ 0.45 267,500 16-Nov-20 4.21 12,317,500

9. RELATED PARTY TRANSACTIONS

9. RELATED PARTY TRANSACTIONS	9 Months Ended
	Feb. 28, 2017
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 8 – 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. On January 12, 2015, the service agreement with Stephane Pilon was replaced by an employment agreement. Under the agreement, the Company agreed to 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 February 28, 2017. The change in compensation was discretionary and approved by management. The Company's Asset Purchase Agreement was executed with Scenario A. The Company's principal executive officer and director, Stephane Pilon, also serves as Scenario A's President. The Corporation's Secretary and director, Pol Brisset, also serves as Scenario A's Vice-President. Mr. Pilon and Mr. Brisset are majority owners of Scenario A. The Company has made total payments of $25,000 to Scenario A under the Asset Purchase Agreement. On March 1, 2015, Biere Brisset International, Inc. entered into a 5-year Manufacturing and Distribution Agreement with La Compagnie de Biere Brisset, Inc. ("CBB"), a specialty brewer, to help bring to market and test new line extensions for beer brands owned by the Company. CBB undertakes to sell the Products, while complying with policies, procedures, methods and conditions of promotion, of advertising and sales described in the agreement. Proceeds, if any, from the sale of the Products are retained by CBB as compensation for its services. The Company's President, Chief Executive Officer, Chief Financial Officer, Treasurer and a director, Stephane Pilon, serves as CBB's Vice President and the Company's Secretary and director, Pol Brisset, serves as CBB's President. Pol Brisset and Stephane Pilon are majority owners of CBB. On August 22, 2016, the Company 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. During the nine months ended February 28, 2017, the Company recorded $30,579 Management and Director's fees, related to services provided by Stephane Pilon. As of February 28, 2017, the Company had a payable to Stephane Pilon of $10,408 for accrued salary, and expenses paid on behalf of the Company.

10. SUBSEQUENT EVENTS

10. SUBSEQUENT EVENTS	9 Months Ended
	Feb. 28, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 9 – SUBSEQUENT EVENTS On March 2, 2018, the Company and Blue Spike entered into a Mutual Discharge Agreement (the " Termination Agreement The parties chose to terminate the Manufacturing and Distribution Agreement due to the Company's lack of sufficient sales Broken 7. Pursuant to the Termination Agreement, the Company agreed to pay Blue Spike an aggregate of $5,979, including Blue Spike's outstanding invoices aggregating $3,700, sales commissions from September to December 2017 and applicable taxes. There were no material early termination penalties incurred by the Company in connection with the termination of the Manufacturing and Distribution Agreement. On June 6, 2017, the Company issued a convertible promissory note for proceeds of $11,000. The note matures on December 6, 2017 and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price. On August 4, 2017, the Company issued a convertible promissory note for proceeds of $7,500. The note matures on February 4, 2018 and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price. On October 6, 2017, the Company issued a convertible promissory note for proceeds of $15,000. The note matures on April 6, 2018 and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price. On March 23, 2018, the Company issued a convertible promissory note for proceeds of $20,000. The note matures on September 23, 201, and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price. On March 31, 2018, the Company issued a promissory note for proceeds of $2,000. The note matures on September 23, 2018 and accrues interest at 1.5% per quarter. On March 31, 2018, the Company issued a promissory note for proceeds of $6,500. The note matures on September 23, 2018 and accrues interest at 1.5% per quarter. On March 31, 2018, the Company issued a promissory note for proceeds of $7,337.85. The note matures on September 23, 2018 and accrues interest at 1.5% per quarter.

3. SUMMARY OF SIGNIFICANT ACC16

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Feb. 28, 2017
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 February 28, 2017 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 February 28, 2017 potential common shares of 12,467,500 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. 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, 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.
Beneficial Conversion Feature of Convertible Debt	Beneficial Conversion Feature of Convertible Debt The Company accounts for convertible debt in accordance with the guidelines established by FASB ASC 470-20, " Debt with Conversion and Other Options
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 an unrelated party business will be charged to the Company. The unrelated party business 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.

7. CONVERTIBLE PROMISSORY NOT17

7. CONVERTIBLE PROMISSORY NOTES (Tables)	9 Months Ended
	Feb. 28, 2017
Debt Disclosure [Abstract]
Schedule of Convertible Promissory Notes	February 28, 2017 May 31, 2016 Dated February 17, 2017 $ 7,500 $ – Total convertible notes payable, gross 7,500 – Less: Unamortized debt discount (7,044 ) – Total convertible notes $ 456 $ –

8. STOCKHOLDERS' EQUITY (Tables

8. STOCKHOLDERS' EQUITY (Tables)	9 Months Ended
	Feb. 28, 2017
Equity [Abstract]
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 common shares 6,000,000 600 2,400 - Issuance of common shares for services 150,000 15 14,985 - Debt discount on convertible notes issued - - 7,500 - Issuance of warrants - - - 371,263 Exercise of warrants 105,000 10 33,066 (17,326 ) Balance – February 28, 2017 9,863,000 $ 986 $ 1,454,637 $ 470,640
Schedule of Warrants Outstanding	Exercise Price Number Expiry Remaining Life $ 0.05 1,500,000 1-Feb-19 2.42 $ 0.05 3,000,000 31-Aug-21 4.5 $ 0.10 1,500,000 1-Feb-19 2.42 $ 0.10 3,000,000 31-Aug-21 4.5 $ 0.15 550,000 1-Jun-19 2.76 $ 0.15 125,000 30-Jun-19 2.84 $ 0.20 130,000 9-Jan-20 3.36 $ 0.25 550,000 1-Jun-20 3.76 $ 0.25 125,000 30-Jun-20 3.84 $ 0.25 130,000 9-Jan-20 3.36 $ 0.25 135,000 17-Feb-20 3.47 $ 0.25 140,000 6-May-20 3.69 $ 0.30 135,000 17-Feb-20 3.47 $ 0.30 140,000 6-May-20 3.69 $ 0.35 65,000 7-Aug-20 3.94 $ 0.35 75,000 16-Oct-20 4.13 $ 0.35 267,500 16-Nov-20 4.21 $ 0.40 65,000 7-Aug-20 3.94 $ 0.40 75,000 16-Oct-20 4.13 $ 0.40 267,500 16-Nov-20 4.21 $ 0.45 75,000 16-Oct-20 4.13 $ 0.45 267,500 16-Nov-20 4.21 12,317,500

2. ABILITY TO CONTINUE AS A G19

2. ABILITY TO CONTINUE AS A GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2017	Feb. 29, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (26,898)	$ (35,299)	$ (477,377)	$ (66,757)

3. SUMMARY OF SIGNIFICANT ACC20

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	9 Months Ended
	Feb. 28, 2017shares
Accounting Policies [Abstract]
Potential dilutive shares	12,467,500

7. CONVERTIBLE PROMISSORY NOT21

7. CONVERTIBLE PROMISSORY NOTES (Details) - USD ($)	Feb. 28, 2017	May 31, 2016
Debt Disclosure [Abstract]
Convertible notes payable, gross	$ 7,500	$ 0
Unamortized discount	(7,044)	0
Convertible notes payable, net	$ 456	$ 0

7. CONVERTIBLE PROMISSORY NOT22

7. CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($)	9 Months Ended
	Feb. 28, 2017	Feb. 29, 2016
Debt Disclosure [Abstract]
Debt issuance date	Feb. 17, 2017
Proceeds from convertible debt	$ 7,500	$ 0
Debt maturity date	Aug. 17, 2017
Interest expense from amortization of discount	$ 456	$ 0

8. STOCKHOLDERS' EQUITY (Detail

8. STOCKHOLDERS' EQUITY (Details - Equity Statement)	9 Months Ended
	Feb. 28, 2017USD ($)shares
Common Stock [Member]
Beginning balance, shares | shares	3,608,000
Beginning balance, value	$ 361
Issuance of common shares, shares | shares	6,000,000
Issuance of common shares, value	$ 600
Issuance of common shares for services, shares | shares	150,000
Issuance of common shares for services, value	$ 15
Exercise of warrants, shares issued | shares	105,000
Exercise of warrants, value	$ 10
Ending balance, shares | shares	9,863,000
Ending balance, value	$ 986
Additional Paid-in Capital [Member]
Beginning balance, value	1,396,686
Issuance of common shares, value	2,400
Issuance of common shares for services, value	14,985
Debt discount on convertible notes issued	7,500
Exercise of warrants, value	33,066
Ending balance, value	1,454,637
Warrants [Member]
Beginning balance, value	116,703
Issuance of warrants	371,263
Exercise of warrants, value	(17,326)
Ending balance, value	$ 470,640

8. STOCKHOLDERS' EQUITY (Deta24

8. STOCKHOLDERS' EQUITY (Details - Warrants)	9 Months Ended
	Feb. 28, 2017$ / sharesshares
Warrants outstanding	12,317,500
Warrant 1 [Member]
Exercise price | $ / shares	$ 0.05
Warrants outstanding	1,500,000
Warrant expiration date	Feb. 1, 2019
Remaining life	2 years 5 months 1 day
Warrant 2 [Member]
Exercise price | $ / shares	$ 0.05
Warrants outstanding	3,000,000
Warrant expiration date	Aug. 31, 2021
Remaining life	4 years 6 months
Warrant 3 [Member]
Exercise price | $ / shares	$ 0.10
Warrants outstanding	1,500,000
Warrant expiration date	Feb. 1, 2019
Remaining life	2 years 5 months 1 day
Warrant 4 [Member]
Exercise price | $ / shares	$ 0.10
Warrants outstanding	3,000,000
Warrant expiration date	Aug. 31, 2021
Remaining life	4 years 6 months
Warrant 5 [Member]
Exercise price | $ / shares	$ 0.15
Warrants outstanding	550,000
Warrant expiration date	Jun. 1, 2019
Remaining life	2 years 9 months 4 days
Warrant 6 [Member]
Exercise price | $ / shares	$ 0.15
Warrants outstanding	125,000
Warrant expiration date	Jun. 30, 2019
Remaining life	2 years 10 months 2 days
Warrant 7 [Member]
Exercise price | $ / shares	$ 0.20
Warrants outstanding	130,000
Warrant expiration date	Jan. 9, 2020
Remaining life	3 years 4 months 10 days
Warrant 8 [Member]
Exercise price | $ / shares	$ 0.25
Warrants outstanding	550,000
Warrant expiration date	Jun. 1, 2020
Remaining life	3 years 9 months 4 days
Warrant 9 [Member]
Exercise price | $ / shares	$ 0.25
Warrants outstanding	125,000
Warrant expiration date	Jun. 30, 2020
Remaining life	3 years 10 months 2 days
Warrant 10 [Member]
Exercise price | $ / shares	$ 0.25
Warrants outstanding	130,000
Warrant expiration date	Jan. 9, 2020
Remaining life	3 years 4 months 10 days
Warrant 11 [Member]
Exercise price | $ / shares	$ 0.25
Warrants outstanding	135,000
Warrant expiration date	Feb. 17, 2020
Remaining life	3 years 5 months 19 days
Warrant 12 [Member]
Exercise price | $ / shares	$ 0.25
Warrants outstanding	140,000
Warrant expiration date	May 6, 2020
Remaining life	3 years 8 months 8 days
Warrant 13 [Member]
Exercise price | $ / shares	$ 0.30
Warrants outstanding	135,000
Warrant expiration date	Feb. 17, 2020
Remaining life	3 years 5 months 19 days
Warrant 14 [Member]
Exercise price | $ / shares	$ 0.30
Warrants outstanding	140,000
Warrant expiration date	May 6, 2020
Remaining life	3 years 8 months 8 days
Warrant 15 [Member]
Exercise price | $ / shares	$ 0.35
Warrants outstanding	65,000
Warrant expiration date	Aug. 7, 2020
Remaining life	3 years 11 months 8 days
Warrant 16 [Member]
Exercise price | $ / shares	$ 0.35
Warrants outstanding	75,000
Warrant expiration date	Oct. 16, 2020
Remaining life	4 years 1 month 17 days
Warrant 17 [Member]
Exercise price | $ / shares	$ 0.35
Warrants outstanding	267,500
Warrant expiration date	Nov. 16, 2020
Remaining life	4 years 2 months 16 days
Warrant 18 [Member]
Exercise price | $ / shares	$ 0.40
Warrants outstanding	65,000
Warrant expiration date	Aug. 7, 2020
Remaining life	3 years 11 months 8 days
Warrant 19 [Member]
Exercise price | $ / shares	$ 0.40
Warrants outstanding	75,000
Warrant expiration date	Oct. 16, 2020
Remaining life	4 years 1 month 17 days
Warrant 20 [Member]
Exercise price | $ / shares	$ 0.40
Warrants outstanding	267,500
Warrant expiration date	Nov. 16, 2020
Remaining life	4 years 2 months 16 days
Warrant 21 [Member]
Exercise price | $ / shares	$ 0.45
Warrants outstanding	75,000
Warrant expiration date	Oct. 16, 2020
Remaining life	4 years 1 month 17 days
Warrant 22 [Member]
Exercise price | $ / shares	$ 0.45
Warrants outstanding	267,500
Warrant expiration date	Nov. 16, 2020
Remaining life	4 years 2 months 16 days

9. RELATED PARTY TRANSACTIONS (

9. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2017	Feb. 29, 2016
Management and Directors' Fees	$ 28,292	$ 1,076	$ 30,579	$ 3,384
Stephanie Pilon [Member]
Management and Directors' Fees			30,579
Accrued salary	$ 10,408		$ 10,408