Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2017 | Sep. 14, 2018 | Nov. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | Brisset Beer International, Inc. | ||
Entity Central Index Key | 1,495,648 | ||
Document Type | 10-K | ||
Document Period End Date | May 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --05-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 9,863,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Audited Consolidated Balance Sh
Audited Consolidated Balance Sheets - USD ($) | May 31, 2017 | May 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 1,885 | $ 33,655 |
Trade and Other Receivables | 9,800 | |
Prepaid expenses | ||
Total Current Assets | 11,685 | |
TOTAL ASSETS | 11,685 | |
Current Liabilities | ||
Accounts payable and accrued liabilities | 33,541 | |
Due to Related Parties | 20,308 | |
Convertible notes, net of $3,232 and $0 debt discount | 4,268 | |
Total Current Liabilities | 58,117 | |
STOCKHOLDERS' DEFICIT | ||
Common Stock, Par Value $0.0001, Authorized 500,000,000 shares, 9,863,000 and 3,608,000 shares issued and outstanding at May 31, 2017 and May 31, 2016 respectively | 986 | |
Additional paid in capital | 1,454,637 | |
Warrants | 470,640 | |
Accumulated other comprehensive income (loss) | 8,492 | |
Accumulated deficit | (1,981,186) | |
Total STOCKHOLDERS' DEFICIT | (46,432) | 26,969 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 11,685 | |
Restated [Member] | ||
Current Assets | ||
Cash and cash equivalents | 33,655 | |
Trade and Other Receivables | 5,442 | |
Prepaid expenses | 7,169 | |
Total Current Assets | 46,266 | |
TOTAL ASSETS | 46,266 | |
Current Liabilities | ||
Accounts payable and accrued liabilities | 19,297 | |
Due to Related Parties | ||
Convertible notes, net of $3,232 and $0 debt discount | ||
Total Current Liabilities | 19,297 | |
STOCKHOLDERS' DEFICIT | ||
Common Stock, Par Value $0.0001, Authorized 500,000,000 shares, 9,863,000 and 3,608,000 shares issued and outstanding at May 31, 2017 and May 31, 2016 respectively | 361 | |
Additional paid in capital | 1,396,686 | |
Warrants | 116,703 | |
Accumulated other comprehensive income (loss) | 1,000 | |
Accumulated deficit | (1,487,781) | |
Total STOCKHOLDERS' DEFICIT | 26,969 | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 46,266 |
Audited Consolidated Balance S3
Audited Consolidated Balance Sheets (Parenthetical) - USD ($) | May 31, 2017 | May 31, 2016 |
Debt discount | $ 3,232 | |
Common stock, par value per share | $ 0.0001 | |
Common stock, shares authorized | 500,000,000 | |
Common stock, shares issued | 9,863,000 | |
Common stock, shares outstanding | 9,863,000 | |
Restated [Member] | ||
Debt discount | $ 0 | |
Common stock, par value per share | $ 0.0001 | |
Common stock, shares authorized | 500,000,000 | |
Common stock, shares issued | 3,608,000 | |
Common stock, shares outstanding | 3,608,000 |
Audited Consolidated Statements
Audited Consolidated Statements Of Operations And Comprehensive Loss - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Revenues | $ 27,644 | |
Operating Expenses | ||
General and administration | 52,524 | |
Professional fees | 16,052 | |
Office and sundry | 30,286 | |
Rent | 900 | |
Management and Director's Fees | 45,579 | |
Stock based compensation | 371,263 | |
Total operating expenses | 516,604 | |
Loss from operations | (488,960) | |
Other (Expense) Income | ||
Interest expense | 4,445 | |
Total other income (expense) | (4,445) | |
Net loss before taxes | (493,405) | |
Provision for income taxes | ||
Net loss | (493,405) | (112,863) |
Other comprehensive income (loss) | 7,492 | (2,217) |
Comprehensive Loss | $ (485,913) | |
Net Loss Per Common Share - Basic and Diluted | $ (0.06) | |
Weighted Average Common Shares Outstanding - Basic and Diluted | 8,419,671 | |
Restated [Member] | ||
Revenues | 49,848 | |
Operating Expenses | ||
General and administration | 88,683 | |
Professional fees | 37,252 | |
Office and sundry | 30,432 | |
Rent | 1,806 | |
Management and Director's Fees | 4,538 | |
Stock based compensation | ||
Total operating expenses | 162,711 | |
Loss from operations | (112,863) | |
Other (Expense) Income | ||
Interest expense | ||
Total other income (expense) | ||
Net loss before taxes | (112,863) | |
Provision for income taxes | ||
Net loss | (112,863) | |
Other comprehensive income (loss) | (2,217) | |
Comprehensive Loss | $ (115,080) | |
Net Loss Per Common Share - Basic and Diluted | $ (0.03) | |
Weighted Average Common Shares Outstanding - Basic and Diluted | 3,412,274 |
Audited Consolidated Statement
Audited Consolidated Statement Of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Warrants [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Total |
Balance common stock, shares at May. 31, 2015 | 3,200,500 | |||||
Balance, value at May. 31, 2015 | $ 320 | $ 1,322,054 | $ 69,126 | $ 3,217 | $ (1,374,918) | $ 19,799 |
Issuance of common stock at $0.30 per share, August 7, 2015, shares | 65,000 | |||||
Issuance of common stock at $0.30 per share, August 7, 2015, value | $ 7 | 13,139 | 6,354 | 19,500 | ||
Issuance of common stock at $0.30 per share, November 13, 2015, shares | 75,000 | |||||
Issuance of common stock at $0.30 per share, November 13, 2015, value | $ 7 | 13,466 | 9,027 | 22,500 | ||
Issuance of common stock at $0.30 per share, December 22, 2015, shares | 267,500 | |||||
Issuance of common stock at $0.30 per share, December 22, 2015, value | $ 2,700 | 48,027 | 32,196 | 80,250 | ||
Comprehensive income (loss) for the period | (2,217) | (2,217) | ||||
Net loss | (112,863) | (112,863) | ||||
Balance common stock, shares at May. 31, 2016 | 3,608,000 | |||||
Balance, value at May. 31, 2016 | $ 361 | 1,396,686 | 116,703 | 1,000 | (1,487,781) | 26,969 |
Comprehensive income (loss) for the period | 7,492 | 7,492 | ||||
Common stock issued to two officers at $0.0005 per share, August 22, 2016, shares | 6,000,000 | |||||
Common stock issued to two officers at $0.0005 per share, August 22, 2016, value | $ 600 | 2,400 | 3,000 | |||
Warrants issued to two officers, August 22, 2016 | 371,263 | 371,263 | ||||
Issuance of common stock for services, shares | 150,000 | |||||
Issuance of common stock for services, value | $ 15 | 14,985 | 15,000 | |||
Exercise of warrants, shares | 105,000 | |||||
Exercise of warrants, value | $ 10 | 33,066 | (17,326) | 15,750 | ||
Debt discount on convertible notes issued | 7,500 | 7,500 | ||||
Net loss | (493,405) | $ (493,405) | ||||
Balance common stock, shares at May. 31, 2017 | 9,863,000 | 9,863,000 | ||||
Balance, value at May. 31, 2017 | $ 986 | $ 1,454,636 | $ 470,640 | $ 8,492 | $ (1,981,186) | $ (46,432) |
Audited Consolidated Statement6
Audited Consolidated Statement Of Stockholders' Equity (Parenthetical) - $ / shares | Nov. 08, 2016 | Aug. 22, 2016 | Dec. 22, 2015 | Nov. 13, 2015 | Aug. 07, 2015 |
Common Stock [Member] | |||||
Stock price per share | $ 0.10 | $ 0.0005 | $ 0.30 | $ 0.30 | $ 0.30 |
Audited Consolidated Statement7
Audited Consolidated Statements Of Cash Flows - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (493,405) | $ (112,863) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Units issued for services | 15,000 | |
Stock-based compensation | 371,263 | |
Amortization of debt discount | 4,268 | |
Changes in operating assets and liabilities: | ||
Trade and Other receivables | 4,358 | |
Prepaid expense | (7,169) | |
Accounts Payable and Accrued liabilities | 14,244 | |
Due to (from) related parties | 20,308 | |
Net Cash Used in Operating Activities | (65,511) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of convertible debt | 7,500 | |
Proceeds from issuance of common stock and excercise of warrants | 18,750 | |
Net Cash Provided By Financing Activities | 26,250 | |
Effect of exchange rate changes on cash | 7,492 | |
Net Increase in Cash and Cash Equivalents | (31,770) | |
Cash and Cash Equivalents, beginning of period | 33,655 | |
Cash and Cash Equivalents, end of period | 1,885 | 33,655 |
Supplemental Disclosure Information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-Cash Disclosure: | ||
Discount to debt for beneficial conversion feature | 7,500 | |
Restated [Member] | ||
Cash Flows from Operating Activities: | ||
Net loss | (112,863) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Units issued for services | ||
Stock-based compensation | ||
Amortization of debt discount | ||
Changes in operating assets and liabilities: | ||
Trade and Other receivables | (7,608) | |
Prepaid expense | 6,474 | |
Accounts Payable and Accrued liabilities | (6,138) | |
Due to (from) related parties | (3,621) | |
Net Cash Used in Operating Activities | (121,488) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of convertible debt | ||
Proceeds from issuance of common stock and excercise of warrants | 122,250 | |
Net Cash Provided By Financing Activities | 122,250 | |
Effect of exchange rate changes on cash | (2,217) | |
Net Increase in Cash and Cash Equivalents | (1,455) | |
Cash and Cash Equivalents, beginning of period | $ 33,655 | 35,110 |
Cash and Cash Equivalents, end of period | 33,655 | |
Supplemental Disclosure Information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-Cash Disclosure: | ||
Discount to debt for beneficial conversion feature |
Nature Of Business And Operatio
Nature Of Business And Operations | 12 Months Ended |
May 31, 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. |
Ability To Continue As A Going
Ability To Continue As A Going Concern | 12 Months Ended |
May 31, 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 year ended May 31, 2017 the Company has incurred net losses of $493,405 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. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
May 31, 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 May 31, 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 May 31, 2017 potential common shares of 12,317,500 (2016 – 6,317,500) 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. 31 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, 2017 and 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 years ended May 31, 2017, and 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. 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. |
Restatement
Restatement | 12 Months Ended |
May 31, 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 assets acquired associated with the Asset Purchase Agreement with Scenario A that occurred on April 4, 2014 should have been fully expensed 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 Consolidated Statement of Financial Statements for the periods affected by the restatements. |
Contract Brewing Agreement
Contract Brewing Agreement | 12 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
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. |
Acquisition Of Broken 7 Assets
Acquisition Of Broken 7 Assets | 12 Months Ended |
May 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition Of Broken 7 Assets | NOTE 6 – ACQUISITION OF BROKEN 7 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 an expense of $25,000 on April 4, 2014 related to the acquisition of the assets, based on a qualitative and quantitative analysis. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
May 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | NOTE 7 – CONVERTIBLE PROMISSORY NOTES Convertible notes payable at May 31, 2017 and May 31, 2016 consists of the following: May 31, 2017 May 31, 2016 Dated February 17, 2017 $ 7,500 $ - Total convertible notes payable, gross 7,500 - Less: Unamortized debt discount (3,232 ) - Total convertible notes $ 4,268 $ - 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 During the year ended May 31, 2017, the Company recorded $3,232 related to the amortization of the discount as interest expense. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
May 31, 2017 | |
Equity [Abstract] | |
Stockholders Equity | NOTE 8 – 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 – May 31, 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 year ended May 31, 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 May 31, 2017: Exercise Price Number Expiry Remaining Life $ 0.05 1,500,000 1-Feb-19 2.17 $ 0.05 3,000,000 31-Aug-21 4.25 $ 0.10 1,500,000 1-Feb-19 2.17 $ 0.10 3,000,000 31-Aug-21 4.25 $ 0.15 550,000 1-Jun-19 2.51 $ 0.15 125,000 30-Jun-19 2.59 $ 0.20 130,000 9-Jan-20 3.11 $ 0.25 550,000 1-Jun-20 3.51 $ 0.25 125,000 30-Jun-20 3.59 $ 0.25 130,000 9-Jan-20 3.11 $ 0.25 135,000 17-Feb-20 3.22 $ 0.25 140,000 6-May-20 3.44 $ 0.30 135,000 17-Feb-20 3.22 $ 0.30 140,000 6-May-20 3.44 $ 0.35 65,000 7-Aug-20 3.69 $ 0.35 75,000 16-Oct-20 3.88 $ 0.35 267,500 16-Nov-20 3.96 $ 0.40 65,000 7-Aug-20 3.69 $ 0.40 75,000 16-Oct-20 3.88 $ 0.40 267,500 16-Nov-20 3.96 $ 0.45 75,000 16-Oct-20 3.88 $ 0.45 267,500 16-Nov-20 3.96 12,317,500 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
May 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 – 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 May 31, 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 year ended May 31, 2017, the Company recorded $45,579 Management and Director's fees, related to services provided by Stephane Pilon. As of May 31, 2017, the Company had a payable to Stephane Pilon of $19,408 for accrued salary, and expenses paid on behalf of the Company |
Income taxes
Income taxes | 12 Months Ended |
May 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | NOTE 10 - INCOME TAXES Deferred tax assets of the Company are as follows: 2017 2016 Income tax expense (asset) at statutory rate 673,603 406,606 Permanent differences (315,629 ) (315,629 ) Less: valuation allowance (357,974 ) (90,977 ) Deferred tax asset recognized - - Permanent differences resulting from the net amount of applying the statutory federal income tax rate of 34% to the loss from discontinued operations of $928,319. A valuation allowance has been recorded to reduce the net benefit recorded in the financial statements related to these deferred tax assets. The valuation allowance is deemed necessary as a result of the uncertainty associated with the ultimate realization of these deferred tax assets. The provision for income tax differs from the amount computed by applying statutory federal income tax rate of 34% (2016 – 34%) to the net loss for the year. The sources and effects of the tax differences are as follows: 2017 2016 Income tax expense at statutory rate 167,758 90,977 Less: change in valuation allowance (167,758 ) (90,977 ) Income tax expense - - At May 31, 2017, the Company had net operating loss carry forwards of approximately $670,000 (2016 - $507,000) that may be offset against future taxable income through 2032. No tax benefit has been reported in the May 31, 2017 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. |
Subsequent Events
Subsequent Events | 12 Months Ended |
May 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 – 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 $7,338 The note matures on September 23, 2018 and accrues interest at 1.5% per quarter |
Summary Of Significant Accoun19
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2017 | |
Summary Of Significant Accounting Policies | |
Management's Estimates and Assumptions | Management's Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to accrued liabilities and the impairment of goodwill. Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on management's best knowledge of current events and actions the Company may undertake in the future. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. |
Foreign Currency | Foreign Currency The functional currency of the Company at May 31, 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 May 31, 2017 potential common shares of 12,317,500 (2016 – 6,317,500) 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, 2017 and 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 years ended May 31, 2017, and 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. 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. |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
May 31, 2017 | |
Disclosure Convertible Promissory Notes Tables Abstract | |
Schedule of Convertible Notes Payable | Convertible notes payable at May 31, 2017 and May 31, 2016 consists of the following: May 31, 2017 May 31, 2016 Dated February 17, 2017 $ 7,500 $ - Total convertible notes payable, gross 7,500 - Less: Unamortized debt discount (3,232 ) - Total convertible notes $ 4,268 $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
May 31, 2017 | |
Disclosure Stockholders Equity Tables 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 – May 31, 2017 9,863,000 $ 986 $ 1,454,637 $ 470,640 |
Schedule of Warrants by Excerise Price Range | The Company has the following warrants outstanding as of May 31, 2017: Exercise Price Number Expiry Remaining Life $ 0.05 1,500,000 1-Feb-19 2.17 $ 0.05 3,000,000 31-Aug-21 4.25 $ 0.10 1,500,000 1-Feb-19 2.17 $ 0.10 3,000,000 31-Aug-21 4.25 $ 0.15 550,000 1-Jun-19 2.51 $ 0.15 125,000 30-Jun-19 2.59 $ 0.20 130,000 9-Jan-20 3.11 $ 0.25 550,000 1-Jun-20 3.51 $ 0.25 125,000 30-Jun-20 3.59 $ 0.25 130,000 9-Jan-20 3.11 $ 0.25 135,000 17-Feb-20 3.22 $ 0.25 140,000 6-May-20 3.44 $ 0.30 135,000 17-Feb-20 3.22 $ 0.30 140,000 6-May-20 3.44 $ 0.35 65,000 7-Aug-20 3.69 $ 0.35 75,000 16-Oct-20 3.88 $ 0.35 267,500 16-Nov-20 3.96 $ 0.40 65,000 7-Aug-20 3.69 $ 0.40 75,000 16-Oct-20 3.88 $ 0.40 267,500 16-Nov-20 3.96 $ 0.45 75,000 16-Oct-20 3.88 $ 0.45 267,500 16-Nov-20 3.96 12,317,500 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
May 31, 2017 | |
Disclosure Income Taxes Tables Abstract | |
Schedule of Deferred Tax Assets | Deferred tax assets of the Company are as follows: 2017 2016 Income tax expense (asset) at statutory rate 673,603 406,606 Permanent differences (315,629 ) (315,629 ) Less: valuation allowance (357,974 ) (90,977 ) Deferred tax asset recognized - - |
Schedule of Provision for Income Taxes | The provision for income tax differs from the amount computed by applying statutory federal income tax rate of 34% (2016 – 34%) to the net loss for the year. The sources and effects of the tax differences are as follows: 2017 2016 Income tax expense at statutory rate 167,758 90,977 Less: change in valuation allowance (167,758 ) (90,977 ) Income tax expense - - |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | May 31, 2017 | May 31, 2016 |
Short-term Debt [Line Items] | ||
Total convertible notes | $ 4,268 | |
Convertible Notes Payable Dated February 17, 2017 [Member] | ||
Short-term Debt [Line Items] | ||
Dated February 17, 2017 | 7,500 | |
Total convertible notes payable, gross | 7,500 | |
Less: Unamortized debt discount | 3,232 | |
Total convertible notes | $ 4,268 |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule Of Stockholders' Equity) (Details) - USD ($) | Nov. 08, 2016 | May 31, 2017 |
Issuance of common shares for services, value | $ 15,000 | |
Debt discount on convertible notes issued | 7,500 | |
Exercise of warrants, value | $ 15,750 | |
Balance common stock, shares | 9,863,000 | |
Warrants [Member] | ||
Balance, value | $ 116,703 | |
Issuance of common shares, value | ||
Issuance of common shares for services, value | ||
Debt discount on convertible notes issued | ||
Issuance of warrants | 371,263 | |
Exercise of warrants, value | (17,326) | |
Balance, value | $ 470,640 | |
Common Stock [Member] | ||
Balance common stock, shares | 3,608,000 | |
Balance, value | $ 361 | |
Issuance of common shares, shares | 6,000,000 | |
Issuance of common shares, value | $ 600 | |
Issuance of common shares for services, shares | 150,000 | 150,000 |
Issuance of common shares for services, value | $ 15 | |
Debt discount on convertible notes issued | ||
Issuance of warrants | ||
Exercise of warrants, shares | 105,000 | |
Exercise of warrants, value | $ 10 | |
Balance common stock, shares | 9,863,000 | |
Balance, value | $ 986 | |
Additional Paid-in Capital [Member] | ||
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 | |
Issuance of warrants | ||
Exercise of warrants, value | 33,066 | |
Balance, value | $ 1,454,637 |
Stockholders' Equity (Schedul25
Stockholders' Equity (Schedule Of Warrants By Excerise Price Range) (Details) - Warrants [Member] | 12 Months Ended |
May 31, 2017$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number | 12,317,500 |
Exercise Price Per Share $0.05 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.05 |
Number | 1,500,000 |
Expiry | Feb. 1, 2019 |
Remaining Life | 2 years 2 months 1 day |
Exercise Price Per Share $0.05 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.05 |
Number | 3,000,000 |
Expiry | Aug. 31, 2021 |
Remaining Life | 4 years 3 months |
Exercise Price Per Share $0.10 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.10 |
Number | 1,500,000 |
Expiry | Feb. 1, 2019 |
Remaining Life | 2 years 2 months 1 day |
Exercise Price Per Share $0.10 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.10 |
Number | 3,000,000 |
Expiry | Aug. 31, 2021 |
Remaining Life | 4 years 3 months |
Exercise Price Per Share $0.15 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.15 |
Number | 550,000 |
Expiry | Jun. 1, 2019 |
Remaining Life | 2 years 6 months 4 days |
Exercise Price Per Share $0.15 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.15 |
Number | 125,000 |
Expiry | Jun. 30, 2019 |
Remaining Life | 2 years 7 months 2 days |
Exercise Price Per Share $0.2 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.2 |
Number | 130,000 |
Expiry | Jan. 9, 2020 |
Remaining Life | 3 years 1 month 10 days |
Exercise Price Per Share $0.25 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.25 |
Number | 550,000 |
Expiry | Jun. 1, 2020 |
Remaining Life | 3 years 6 months 4 days |
Exercise Price Per Share $0.25 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.25 |
Number | 125,000 |
Expiry | Jun. 30, 2020 |
Remaining Life | 3 years 7 months 2 days |
Exercise Price Per Share $0.25 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.25 |
Number | 130,000 |
Expiry | Jan. 9, 2020 |
Remaining Life | 3 years 1 month 10 days |
Exercise Price Per Share $0.25 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.25 |
Number | 135,000 |
Expiry | Feb. 17, 2020 |
Remaining Life | 3 years 2 months 19 days |
Exercise Price Per Share $0.25 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.25 |
Number | 140,000 |
Expiry | May 6, 2020 |
Remaining Life | 3 years 5 months 8 days |
Exercise Price Per Share $0.3 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.3 |
Number | 135,000 |
Expiry | Feb. 17, 2020 |
Remaining Life | 3 years 2 months 19 days |
Exercise Price Per Share $0.3 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.3 |
Number | 140,000 |
Expiry | May 6, 2020 |
Remaining Life | 3 years 5 months 8 days |
Exercise Price Per Share $0.35 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.35 |
Number | 65,000 |
Expiry | Aug. 7, 2020 |
Remaining Life | 3 years 8 months 8 days |
Exercise Price Per Share $0.35 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.35 |
Number | 75,000 |
Expiry | Oct. 16, 2020 |
Remaining Life | 3 years 10 months 17 days |
Exercise Price Per Share $0.35 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.35 |
Number | 267,500 |
Expiry | Nov. 16, 2020 |
Remaining Life | 3 years 11 months 16 days |
Exercise Price Per Share $0.4 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.4 |
Number | 65,000 |
Expiry | Aug. 7, 2020 |
Remaining Life | 3 years 8 months 8 days |
Exercise Price Per Share $0.4 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.4 |
Number | 75,000 |
Expiry | Oct. 16, 2020 |
Remaining Life | 3 years 10 months 17 days |
Exercise Price Per Share $0.4 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.4 |
Number | 267,500 |
Expiry | Nov. 16, 2020 |
Remaining Life | 3 years 11 months 16 days |
Exercise Price Per Share $0.45 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.45 |
Number | 75,000 |
Expiry | Oct. 16, 2020 |
Remaining Life | 3 years 10 months 17 days |
Exercise Price Per Share $0.45 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.45 |
Number | 267,500 |
Expiry | Nov. 16, 2020 |
Remaining Life | 3 years 11 months 16 days |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Tax Assets) (Details) - USD ($) | May 31, 2017 | May 31, 2016 |
Income Taxes Schedule Of Deferred Tax Assets | ||
Income tax expense (asset) at statutory rate | $ 673,603 | $ 406,606 |
Permanent differences | 315,629 | 315,629 |
Less: valuation allowance | 357,974 | 90,977 |
Deferred tax asset recognized |
Income Taxes (Schedule Of Provi
Income Taxes (Schedule Of Provision For Income Taxes) (Details) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Income Taxes Schedule Of Provision For Income Taxes | ||
Income tax expense at statutory rate | $ (167,758) | $ (90,977) |
Less: change in valuation allowance | 167,758 | 90,977 |
Income tax expense |
Summary Of Significant Accoun28
Summary Of Significant Accounting Policies (Narrative) (Details) - shares | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from computation of net loss per common share | 12,317,500 | 6,317,500 |
Restatement (Narrative) (Detail
Restatement (Narrative) (Details) | Aug. 22, 2016shares |
Warrants [Member] | |
No of warrants issued for services | 6,000,000 |
Contract Brewing Agreement (Nar
Contract Brewing Agreement (Narrative) (Details) | Dec. 02, 2014 |
Biere Brisset International Inc [Member] | Manufacturing And Distribution Agreement With Breuvages Blue Spike[Member] | |
Agreement terms | 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 $5 million. The agreement also provides for various payment returns to Blue Spike if the Company is sold when the agreement is no longer in effect, depending on when and why the agreement is no longer in effect. The agreement is for an initial term of five years and is automatically renewed for five years unless either party notifies the other of its intention not to renew 180 days prior to the expiration of the term. The Company granted Blue Spike a right of first refusal to manufacture or act as exclusive agent for the distribution and sale of its products in other territories other than Quebec. |
Acquisition Of Broken 7 Assets
Acquisition Of Broken 7 Assets (Narrative) (Details) - Asset Purchase Agreement - Broken 7 [Member] - Scenario A, A Private Quebec Corporation In Which Mr.Stephane Pilon Serves As President [Member] - USD ($) | Aug. 14, 2014 | Apr. 07, 2014 | Apr. 04, 2014 |
Related Party Transaction [Line Items] | |||
Agreement terms | 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 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. | |
Payments made in relation to acquisition of assets | $ 12,500 | $ 12,500 | |
Total expense related to acquisition of assets | $ 25,000 |
Convertible Promissory Notes (N
Convertible Promissory Notes (Narrative) (Details) - USD ($) | Feb. 17, 2017 | May 31, 2017 |
Short-term Debt [Line Items] | ||
Proceeds from convertible note | $ 7,500 | |
Debt discount | 3,232 | |
Amortization of debt discount | 4,268 | |
Convertible Notes Payable Dated February 17, 2017 [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument issuance date | Feb. 17, 2017 | |
Proceeds from convertible note | $ 7,500 | |
Debt discount | $ 7,500 | |
Debt instrument conversion terms | The note is convertible in common stock at 50% discount to the lowest average 20-day trading price | |
Debt instrument maturity date | Aug. 17, 2017 | |
Debt instrument description | At the Company's election, the convertible promissory note can also be settled by cash payment. The note has not yet been paid and is currently in default. | |
Amortization of debt discount | $ 3,232 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - Common Stock [Member] - USD ($) | Nov. 08, 2016 | Sep. 12, 2016 | May 31, 2017 | May 31, 2016 | Aug. 22, 2016 | Dec. 22, 2015 | Nov. 13, 2015 | Aug. 07, 2015 |
Stock issued during the period for cash, shares | 65,000 | |||||||
Sale of stock, price per share | $ 0.10 | $ 0.0005 | $ 0.30 | $ 0.30 | $ 0.30 | |||
Stock issued during the period for services, shares | 150,000 | 150,000 | ||||||
Private Investor [Member] | ||||||||
Stock issued during the period for cash, shares | 105,000 | |||||||
Sale of stock, price per share | $ 0.15 | |||||||
Proceeds from issuance of common stock | $ 15,750 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | Aug. 22, 2016USD ($)$ / sharesshares | Sep. 03, 2015USD ($) | Jan. 12, 2015USD ($) | Nov. 30, 2014USD ($) | Nov. 30, 2014CAD ($) | May 31, 2017USD ($) | May 31, 2016USD ($)shares | Sep. 03, 2015CAD ($) | Jan. 12, 2015CAD ($) | Nov. 30, 2014CAD ($) |
Related Party Transaction [Line Items] | ||||||||||
Stock issued during the period for cash, value | $ 19,500 | |||||||||
Management and director's fees | $ 45,579 | |||||||||
Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during the period for cash, shares | shares | 65,000 | |||||||||
Stock issued during the period for cash, value | $ 7 | |||||||||
Stephane Pilon [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Management and director's fees | 45,579 | |||||||||
Accrued salary | $ 19,408 | |||||||||
Stephane Pilon [Member] | Class A Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
No of shares called by warrants issued | shares | 3,000,000 | |||||||||
Exercise price of warrants | $ / shares | $ 0.05 | |||||||||
Term of warrants | Such warrants expire in five years from the date of issuance and are immediately exercisable on a cashless basis. | |||||||||
Stephane Pilon [Member] | Class B Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
No of shares called by warrants issued | shares | 3,000,000 | |||||||||
Exercise price of warrants | $ / shares | $ 0.10 | |||||||||
Term of warrants | Such warrants expire in five years from the date of issuance and are immediately exercisable on a cashless basis. | |||||||||
Stephane Pilon [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during the period for cash, shares | shares | 6,000,000 | |||||||||
Stock issued during the period for cash, value | $ 3,000 | |||||||||
Pol Brisset [Member] | Class A Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
No of shares called by warrants issued | shares | 3,000,000 | |||||||||
Exercise price of warrants | $ / shares | $ 0.05 | |||||||||
Term of warrants | Such warrants expire in five years from the date of issuance and are immediately exercisable on a cashless basis. | |||||||||
Pol Brisset [Member] | Class B Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
No of shares called by warrants issued | shares | 3,000,000 | |||||||||
Exercise price of warrants | $ / shares | $ 0.10 | |||||||||
Term of warrants | Such warrants expire in five years from the date of issuance and are immediately exercisable on a cashless basis. | |||||||||
Pol Brisset [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during the period for cash, shares | shares | 6,000,000 | |||||||||
Stock issued during the period for cash, value | $ 3,000 | |||||||||
Service Agreement [Member] | Stephane Pilon [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payment made upon signing the service agreement | $ 9,992 | |||||||||
Monthly payment payable under service agreement | $ 2,725 | |||||||||
Service Agreement [Member] | Stephane Pilon [Member] | CDN [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payment made upon signing the service agreement | $ 11,000 | |||||||||
Monthly payment payable under service agreement | $ 3,000 | |||||||||
Employment Agreement [Member] | Stephane Pilon [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Agreement terms | 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, 2017. The change in compensation was discretionary and approved by management. | 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. | ||||||||
Base salary payable per year | $ 45,606 | $ 27,364 | ||||||||
Cell phone allowance per month | 57 | |||||||||
Eligible quarterly discretionary performance bonus | $ 4,560 | |||||||||
Employment Agreement [Member] | Stephane Pilon [Member] | CDN [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Base salary payable per year | $ 60,000 | $ 36,000 | ||||||||
Cell phone allowance per month | 75 | |||||||||
Eligible quarterly discretionary performance bonus | $ 6,000 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Income Taxes Narrative | ||
Statutory federal income tax rate | 34.00% | 34.00% |
Loss from discontinued operations | $ (928,319) | $ (928,319) |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | Mar. 31, 2018 | Mar. 23, 2018 | Mar. 02, 2018 | Oct. 06, 2017 | Aug. 04, 2017 | Jun. 06, 2017 | May 31, 2017 |
Subsequent Event [Line Items] | |||||||
Proceeds from convertible note | $ 7,500 | ||||||
Subsequent Event [Member] | Convertible Promissory Note Dated June 6, 2017 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument issuance date | Jun. 6, 2017 | ||||||
Proceeds from convertible note | $ 11,000 | ||||||
Debt instrument maturity date | Dec. 6, 2017 | ||||||
Debt instrument interest rate | 8.00% | ||||||
Debt instrument conversion terms | The note is convertible in common stock at 50% discount to the lowest average 20-day trading price. | ||||||
Debt instrument interest rate description | A ccrues interest at 8% per annum. | ||||||
Subsequent Event [Member] | Convertible Promissory Note Dated August 4, 2017 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument issuance date | Aug. 4, 2017 | ||||||
Proceeds from convertible note | $ 7,500 | ||||||
Debt instrument maturity date | Feb. 4, 2018 | ||||||
Debt instrument interest rate | 8.00% | ||||||
Debt instrument conversion terms | The note is convertible in common stock at 50% discount to the lowest average 20-day trading price. | ||||||
Debt instrument interest rate description | A ccrues interest at 8% per annum. | ||||||
Subsequent Event [Member] | Convertible Promissory Note Dated October 6, 2017 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument issuance date | Oct. 6, 2017 | ||||||
Proceeds from convertible note | $ 15,000 | ||||||
Debt instrument maturity date | Apr. 6, 2018 | ||||||
Debt instrument interest rate | 8.00% | ||||||
Debt instrument conversion terms | The note is convertible in common stock at 50% discount to the lowest average 20-day trading price. | ||||||
Debt instrument interest rate description | A ccrues interest at 8% per annum. | ||||||
Subsequent Event [Member] | Convertible Promissory Note Dated March 23, 2018 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument issuance date | Mar. 23, 2018 | ||||||
Proceeds from convertible note | $ 20,000 | ||||||
Debt instrument maturity date | Sep. 23, 2018 | ||||||
Debt instrument interest rate | 8.00% | ||||||
Debt instrument conversion terms | The note is convertible in common stock at 50% discount to the lowest average 20-day trading price. | ||||||
Debt instrument interest rate description | A ccrues interest at 8% per annum. | ||||||
Subsequent Event [Member] | Promissory Note Dated March 31, 2018 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument issuance date | Mar. 31, 2018 | ||||||
Proceeds from convertible note | $ 2,000 | ||||||
Debt instrument maturity date | Sep. 23, 2018 | ||||||
Debt instrument interest rate | 1.50% | ||||||
Debt instrument interest rate description | Accrues interest at 1.5% per quarter. | ||||||
Subsequent Event [Member] | Promissory Note Dated March 31, 2018 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument issuance date | Mar. 31, 2018 | ||||||
Proceeds from convertible note | $ 6,500 | ||||||
Debt instrument maturity date | Sep. 23, 2018 | ||||||
Debt instrument interest rate | 1.50% | ||||||
Debt instrument interest rate description | Accrues interest at 1.5% per quarter. | ||||||
Subsequent Event [Member] | Promissory Note Dated March 31, 2018 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument issuance date | Mar. 31, 2018 | ||||||
Proceeds from convertible note | $ 7,338 | ||||||
Debt instrument maturity date | Sep. 23, 2018 | ||||||
Debt instrument interest rate | 1.50% | ||||||
Debt instrument interest rate description | Accrues interest at 1.5% per quarter. | ||||||
Subsequent Event [Member] | Mutual Discharge Agreement With Blue Spike - The "Termination Agreement" [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Termination agreement terms | 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. | ||||||
Aggregate amount agreed to pay under termination agreement | $ 5,979 | ||||||
Amount of Blue spike's outstanding invoices included in aggregate amount agreed to pay | $ 3,700 |