Nevada
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80-0778461
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☐
(Do not check if a smaller reporting company)
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Smaller Reporting Company
☒
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Page
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||
PART I
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|||
Item 1
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Business
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4 | |
Item 1A
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Risk Factors
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13 | |
Item 1B
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Unresolved Staff Comments
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25 | |
Item 2
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Properties
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25 | |
Item 3
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Legal Proceedings
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26 | |
Item 4
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Mine Safety Disclosures
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26 | |
PART II
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|||
Item 5
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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26 | |
Item 6
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Selected Financial Data
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27 | |
Item 7
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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27 | |
Item 7A
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Quantitative and Qualitative Disclosures About Market Risk.
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33 | |
Item 8
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Financial Statements and Supplementary Data.
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34 | |
Item 9
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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51 | |
Item 9A
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Controls and Procedures
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52 | |
Item 9B
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Other Information
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||
PART III
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|||
Item 10
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Directors, Executive Officers and Corporate Governance
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53 | |
Item 11
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Executive Compensation
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55 | |
Item 12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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58 | |
Item 13
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Certain Relationships and Related Transactions, and Director Independence
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59 | |
Item 14
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Principal Accountant Fees and Services
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60 | |
PART IV
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|||
Item 15
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Exhibits, Financial Statement Schedules
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61 | |
SIGNATURES
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63 |
·
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Develop great tasting beers with vintage labels inspired by Kölsch Pilsners and American-style India Pale Ales.
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·
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Engage our contract brewer to produce, bottle, distribute, and label our Broken7 products, which allows us to focus on sales and marketing.
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·
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Target retail chains, grocery outlets, independent craft beer stores, and on-premise accounts.
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·
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Implement an aggressive retail distribution program focused on approximately 1,500 stores across Quebec.
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·
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Display and promote Broken7 in retail chains that make our products accessible to consumers.
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·
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Access independent craft beer stores and negotiate premium fridge shelf position to attract consumer attention.
|
·
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Activate the brand in on-premise market campaigns.
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·
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Promote the brand through social media.
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·
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Participate in Quebec's beer festivals to promote the brand and connect with the target consumer.
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·
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Strategically price Broken7 products at a premium level to give the retailers stronger margins to push and create promotions.
|
1.
|
Our independent auditor has issued a going concern opinion after auditing our May 31, 2016 financial statements. Our ability to continue is dependent on our ability to raise additional capital and our operations could be curtailed if we are unable to obtain required additional funding when needed.
|
2.
|
We are an early stage company with limited operating history in craft brewing and to date we have focused primarily on establishing our operations, all of which raises substantial doubt as to our ability to successfully develop profitable business operations and makes an investment in our common shares very risky.
|
|
• our ability to raise adequate working capital;
|
|
• success of our production, sales and marketing efforts;
|
|
• demand for our product;
|
|
• the level of our competition;
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|
• our ability to attract and maintain key management and employees; and
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|
• our ability to efficiently produce, distribute and sell sufficient quantities of our beer to obtain profitable operations while maintaining quality and controlling costs.
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3.
|
We have only generated limited revenues to date. Unless and until our craft beer brewing, distribution and sales program is successful in achieving profitable operations, we will need to raise a substantial amount of additional capital in order to fund our operations for the next twelve months and in order to execute our business plan. If the prospects for our business plan are not favorable or the capital markets are tight, we would not be able to raise the necessary capital and we will not be able to execute our business plan, which would likely cause shares of our common stock to become worthless.
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4.
|
We are heavily dependent on contracted third parties. The inability to identify and obtain and maintain the services of third party contractors would harm our ability to execute our business plan and continue our operations until we found a suitable replacement.
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5.
|
Manufacturing prices of Broken7 bottled products and kegs can increase significantly which could erode operating margins, and adversely impact financial results.
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6.
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Our third party contract brewer also produces beer for our competitors, which leads to conflict of interest.
|
7.
|
If we are unable to gauge trends and react to changing consumer preferences in a timely manner, our sales and market share will decrease.
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8.
|
Increased competition could adversely affect sales and results of operations.
|
9.
|
Our business is sensitive to reductions in discretionary consumer spending.
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10.
|
Changes in consumer preferences or public attitudes about alcohol could decrease demand for our products.
|
11.
|
We are subject to governmental regulations affecting our business.
|
12.
|
The craft beer business is seasonal in nature, and we are likely to experience fluctuations in results of operations and financial condition.
|
13. | Changes in laws regarding distribution arrangements may adversely impact our operations. |
14. | We may experience a shortage of kegs necessary to test recipes and distribute draft beer. |
15. | We are currently focused on the brewing, selling and marketing of a single brand of craft beer. Our advertising and promotional investments may not be effective. |
16.
|
We may fail in our efforts to develop, test, and bring to market new line extensions for Broken7.
|
17.
|
We may not be able to compete with current and potential craft beer companies, most of whom have greater resources and experience than we do in developing craft beer brands. As a result, we may fail in our ability to develop our business.
|
18.
|
Both of our officers and directors own and operate competing craft beer businesses. Their other activities may involve a conflict of interest with regard to business opportunities for our company.
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19.
|
Since our officers and directors work part-time for other companies, their other activities for those other companies may involve a conflict of interest with regard to the amount of time they dedicate to our business.
|
·
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honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
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·
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full, fair, accurate, timely and understandable disclosure in reports and documents that the public company files with, or submits to, the SEC and in other public communications made by the company;
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·
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compliance with applicable governmental laws, rules and regulations;
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·
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prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
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·
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accountability for adherence to the code.
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21.
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Our principal shareholders own a controlling interest in our voting stock and investors will not have any voice in our management, which could result in decisions adverse to our general shareholders.
|
|
·
election of our board of directors;
|
|
·
removal of any of our directors;
|
|
·
amendment of our Articles of Incorporation or bylaws; and
|
|
·
adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.
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22.
|
We have two employees, our principal executive officer, who will work approximately thirty hours per week on our business and a full-time promotional representative. Consequently, we may not be able to monitor our operations and respond to matters when they arise in a prompt or timely fashion. Until we have additional capital or generate more than limited revenue, we will have to rely on consultants and service providers, which will increase our expenses and increase our losses.
|
·
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any market for our shares will develop;
|
·
|
the prices at which our common stock will trade; or
|
·
|
the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.
|
Intangible Assets;
Revenue Recognition;
|
Impairment of Long-lived Assets;
|
Income taxes;
|
Foreign currency translation.
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May 31,
|
May 31,
|
|||||||
2016
|
2015
|
|||||||
$
|
$
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
33,655
|
35,110
|
||||||
Trade and Other Receivables
|
5,442
|
13,500
|
||||||
Prepaid Expenses
|
7,169
|
695
|
||||||
Total Current Assets
|
46,266
|
48,855
|
||||||
Goodwill (note 6)
|
25,000
|
25,000
|
||||||
Total Assets
|
71,266
|
73,855
|
||||||
LIABILITIES & STOCKHOLDERS' EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts Payable and Accrued Liabilities
|
19,297
|
25,435
|
||||||
Due to Related Parties
|
–
|
3,621
|
||||||
Total Current Liabilities
|
19,297
|
29,056
|
||||||
Stockholders' Equity
|
||||||||
Common Stock, Par Value $.0001
|
||||||||
Authorized 500,000,000 shares,
|
||||||||
3,608,000 and 3,200,500 shares issued and outstanding at
|
||||||||
May 31, 2016 and 2015 respectively
|
361
|
320
|
||||||
Paid-In Capital
|
1,396,686
|
1,322,054
|
||||||
Warrants
|
116,703
|
69,126
|
||||||
Accumulated Deficit
|
(1,462,781
|
)
|
(1,349,918
|
)
|
||||
Accumulated other Comprehensive Income
|
1,000
|
3,217
|
||||||
Total Stockholders' Equity
|
51,969
|
44,799
|
||||||
Total Liabilities and Stockholders' Equity
|
71,266
|
73,855
|
For the Years Ended May 31,
|
||||||||
2016
|
2015
|
|||||||
$
|
$
|
|||||||
Revenues
|
||||||||
Commission Revenue
|
49,848
|
35,766
|
||||||
Expenses
|
||||||||
Operating Expenses
|
88,683
|
52.038
|
||||||
Professional Expenses
|
37,252
|
57,046
|
||||||
Office and Sundry
|
30,432
|
34,580
|
||||||
Rent
|
1,806
|
1,923
|
||||||
Management and Directors' Fees
|
4,538
|
12,576
|
||||||
Total Expenses
|
162,711
|
158,163
|
||||||
Net Loss From Operations
|
(112,863
|
)
|
(122,397
|
)
|
||||
Other Income (Expenses)
|
||||||||
Net Other Income (Expenses)
|
–
|
|||||||
Net Loss
|
(112,863
|
)
|
(122,397
|
)
|
||||
Basic and Diluted loss per share
Continuing Operations
|
(0.03
|
)
|
(0.04
|
)
|
||||
Weighted Average Shares Outstanding
|
3,412,274
|
2,720,788
|
||||||
Net Loss
|
(112,863
|
)
|
(122,397
|
)
|
||||
Other Comprehensive (Loss) Income
|
||||||||
Translation to US dollar presentation currency
|
(2,217
|
)
|
1,258
|
|||||
Comprehensive Loss
|
(115,080
|
)
|
(121,139
|
)
|
Accumulated
|
||||||||||||||||||||||||||||
Other
|
||||||||||||||||||||||||||||
Common Stock
|
Paid-In
|
Comprehensive
|
Accumulated
|
|||||||||||||||||||||||||
Shares
|
Par Value
|
Capital
|
Warrants
|
Income (Loss)
|
Deficit
|
Total
|
||||||||||||||||||||||
$
|
$
|
$
|
$
|
$
|
$
|
|||||||||||||||||||||||
Balance at May31, 2014
|
2,120,500
|
212
|
1,236,788
|
9,000
|
1,959
|
(1,227,521
|
)
|
20,438
|
||||||||||||||||||||
Issuance of common stock at $0.10 per share, August 12, 2014
|
550,000
|
55
|
20,092
|
34,853
|
–
|
–
|
55,000
|
|||||||||||||||||||||
Issuance of common stock for services rendered, November 10, 2014
|
125,000
|
13
|
12,487
|
3,500
|
–
|
–
|
16,000
|
|||||||||||||||||||||
Issuance of common stock at $0.15 per share, January 9, 2015
|
130,000
|
13
|
14,117
|
5,370
|
–
|
–
|
19,500
|
|||||||||||||||||||||
Issuance of common stock at $0.20 per share, February 27, 2015
|
135,000
|
13
|
18,935
|
8,052
|
–
|
–
|
27,000
|
|||||||||||||||||||||
Issuance of common stock at $0.20 per share, May 15, 2015
|
140,000
|
14
|
19,635
|
8,351
|
–
|
–
|
28,000
|
|||||||||||||||||||||
Comprehensive income for the period
|
–
|
–
|
–
|
–
|
1,258
|
–
|
1,258
|
|||||||||||||||||||||
Net loss for the period
|
–
|
–
|
–
|
–
|
–
|
(122,397
|
)
|
(122,397
|
)
|
|||||||||||||||||||
Balance at May 31, 2015
|
3,200,500
|
320
|
1,322,054
|
69,126
|
3,217
|
(1,349,918
|
)
|
44,799
|
||||||||||||||||||||
Issuance of common stock at $0.30 per share, August 7, 2015
|
65,000
|
7
|
13,139
|
6,354
|
–
|
–
|
19,500
|
|||||||||||||||||||||
Issuance of common stock at $0.30 per share, November 13, 2015
|
75,000
|
7
|
13,466
|
9,027
|
–
|
–
|
22,500
|
|||||||||||||||||||||
Issuance of common stock at $0.30 per share, December 22, 2015
|
267,500
|
27
|
48,027
|
32,196
|
–
|
–
|
80,250
|
|||||||||||||||||||||
Comprehensive income for the period
|
–
|
–
|
–
|
–
|
(2,217
|
)
|
–
|
(2,217
|
||||||||||||||||||||
Net loss for the period
|
–
|
–
|
–
|
–
|
–
|
(112,863
|
)
|
(112,863
|
)
|
|||||||||||||||||||
Balance at May 31, 2016
|
3,608,000
|
361
|
1,396,686
|
116,703
|
1,000
|
(1462,781
|
)
|
51,969
|
For the Years Ended May 31,
|
||||||||
2016
|
2015
|
|||||||
$
|
$
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net Loss
|
(112,863
|
)
|
(122,397
|
)
|
||||
Adjustments to Reconcile Net Loss to Net
|
||||||||
Cash Used in Operating Activities
|
||||||||
Units issued for services
|
–
|
16,000
|
||||||
Changes in Operating Assets and Liabilities
|
||||||||
Trade and other receivables
|
7,608
|
(11,632
|
)
|
|||||
Prepaid expenses
|
(6,474
|
)
|
(395
|
)
|
||||
Accounts payable and accrued liabilities
|
(6,138
|
)
|
3,503
|
|||||
Due to related parties
|
(3,621
|
)
|
3,621
|
|||||
Net Cash Used in Operating Activities
|
(121,488
|
)
|
(111,300
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Net Cash Used in Investing Activities
|
–
|
|||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from the sale of common stock
|
122,250
|
129,500
|
||||||
Net Cash Provided by Financing Activities
|
122,250
|
129,500
|
||||||
Effect of exchange rate changes on cash
|
(2,217
|
)
|
1,258
|
|||||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(1,455
|
)
|
19,458
|
|||||
Cash and Cash Equivalents at Beginning of Year
|
35,110
|
15,652
|
||||||
Cash and Cash Equivalents at End of Year
|
33,655
|
35,110
|
||||||
For the Years Ended May 31,
|
||||||||
2016
|
2015
|
|||||||
$
|
$
|
|||||||
SUPPLEMENTARY INFORMATION
|
||||||||
Cash paid during the year for:
|
||||||||
Interest
|
—
|
—
|
||||||
Income taxes
|
—
|
—
|
•
|
Level one
— Quoted market prices in active markets for identical assets or liabilities;
|
|
•
|
Level two
— Inputs other than level one inputs that are either directly or indirectly observable; and
|
|
•
|
Level three
— Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
|
Exercise Price
|
Number
|
Expiry
|
Remaining Life
|
||||||||
$
|
0.05
|
1,500,000
|
1-Feb-19
|
2.92
|
|||||||
$
|
0.10
|
1,500,000
|
1-Feb-19
|
2.92
|
|||||||
$
|
0.15
|
550,000
|
01-Jun-19
|
3.26
|
|||||||
$
|
0.15
|
125,000
|
30-Jun-19
|
3.34
|
|||||||
$
|
0.20
|
130,000
|
09-Jan-20
|
3.86
|
|||||||
$
|
0.25
|
550,000
|
01-Jun-20
|
4.26
|
|||||||
$
|
0.25
|
125,000
|
30-Jun-20
|
4.34
|
|||||||
$
|
0.25
|
130,000
|
09-Jan-20
|
3.86
|
|||||||
$
|
0.25
|
135,000
|
17-Feb-20
|
3.97
|
|||||||
$
|
0.25
|
140,000
|
06-May-20
|
4.19
|
|||||||
$
|
0.30
|
135,000
|
17-Feb-20
|
3.97
|
|||||||
$
|
0.30
|
140,000
|
06-May-20
|
4.19
|
|||||||
$
|
0.30
|
65,000
|
07-Aug-20
|
4.44
|
|||||||
$
|
0.35
|
75,000
|
16-Oct-20
|
4.63
|
|||||||
$
|
0.35
|
267,500
|
16-Nov-20
|
4.71
|
|||||||
$
|
0.40
|
65,000
|
07-Aug-20
|
4.44
|
|||||||
$
|
0.40
|
75,000
|
16-Oct-20
|
4.63
|
|||||||
$
|
0.40
|
267,500
|
16-Nov-20
|
4.71
|
|||||||
$
|
0.45
|
75,000
|
16-Oct-20
|
4.63
|
|||||||
$
|
0.45
|
267,500
|
16-Nov-20
|
4.71
|
|||||||
6,317,500
|
2016
|
2015
|
|||||||
Income tax expense (asset) at statutory rate
|
406,606
|
368,233
|
||||||
Permanent differences
|
(315,629
|
)
|
(315,629
|
)
|
||||
Less: valuation allowance
|
(90,977
|
)
|
(52,604
|
)
|
||||
Deferred tax asset recognized
|
-
|
-
|
2016
|
2015
|
|||||||
Income tax expense at statutory rate
|
90,977
|
41,615
|
||||||
Less: change in valuation allowance
|
(90,977
|
)
|
(41,615
|
)
|
||||
Income tax expense
|
-
|
-
|
Name
|
Position Held with the Company
|
Age
|
Date First Appointed
|
Stephane Pilon
|
President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, and Director
|
39
|
October 21, 2013
|
Pol Brisset
|
Secretary and Director
|
40
|
June 2, 2011
|
Non-Equity
|
Nonqualified
|
All
|
|||||||||||||||||||||||||||||||
Name and
|
Stock
|
Option
|
Incentive Plan
|
Deferred
|
Other
|
||||||||||||||||||||||||||||
Principal
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Compensation
|
Compensation
|
Total
|
|||||||||||||||||||||||||
Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
Earnings ($)
|
($)
|
($)
|
||||||||||||||||||||||||
Stephane Pilon (1)
|
2016
|
42,353
|
(2) |
-
|
-
|
-
|
-
|
-
|
-
|
42,353
|
|||||||||||||||||||||||
President, Chief Executive Officer, Chief Financial Officer, Treasurer and a director
|
2015
|
16,350
|
(3) |
9,992
|
(4) |
-
|
-
|
-
|
-
|
-
|
26,342
|
||||||||||||||||||||||
Pol Brisset (2)
|
2016
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
President, Chief Executive Officer, Chief Financial Officer, Treasurer and a director
|
2015
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Name of Beneficial Owner
|
|
Number of Shares Beneficially
Owned
|
|
|
Percentage
|
|
||
Stephane Pilon
|
|
|
8,250,000
|
(1)
|
|
|
85.87%
|
|
Pol Brisset
|
|
|
8,311,000
|
(2)
|
|
|
65.92%
|
|
All officers and directors as a group (2 persons)
|
|
|
16,561,000
|
|
|
|
89%
|
|
(1)
|
Includes Class A warrants to purchase an aggregate of 750,000 shares of common stock at an exercise price of $0.05 per share, a Class B warrant to purchase an aggregate of 750,000 shares of common stock at an exercise price of $.10 per share, a warrant to purchase an aggregate of 1,500,000 shares of common stock at an exercise price of $0.05 per share and a warrant to purchase an aggregate of 1,50,000 shares of common stock at an exercise price of $.10 per share.
|
(2)
|
Includes Class A warrants to purchase an aggregate of 750,000 shares of common stock at an exercise price of $0.05 per share and a Class B warrant to purchase an aggregate of 750,000 shares of common stock at an exercise price of $.10 per share, a warrant to purchase an aggregate of 1,500,000 shares of common stock at an exercise price of $0.05 per share and a warrant to purchase an aggregate of 1,50,000 shares of common stock at an exercise price of $.10 per share.
|
Fiscal year ending
|
Fiscal year ending
|
|||||||
31-May-16
|
31-May-15
|
|||||||
Audit Fees
|
$
|
10,000
|
$
|
9,000
|
||||
Audit Related Fees
|
10,000
|
9,000
|
||||||
Tax Fees
|
-
|
-
|
||||||
All Other Fees
|
-
|
-
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
2.1
|
Agreement and Plan of Merger of Buckeye Oil & Gas, Inc. and Brisset Beer International, Inc.(1)
|
|
3.1
|
Articles of Incorporation, as amended (1)
|
|
3.2
|
By-Laws (2)
|
|
4.1
|
Form of stock certificate (3)
|
|
10.1
|
Stock Purchase Agreement dated June 23, 2011 among Buckeye Oil & Gas, Inc., Pol Brisset and Buckeye Oil & Gas Canada, Inc.(4)
|
|
10.2
|
Farmout and Participation Agreement dated May 12, 2011 between Luxor Oil & Gas Ltd. and Buckeye Oil & Gas (Canada), Inc.(4)
|
|
10.3
|
Service Agreement dated July 1, 2011 by and between Manny Dhinsa and Buckeye Oil & Gas, Inc.(5)
|
|
10.4
|
Form of Regulation S Subscription Agreement (6)
|
|
10.5
|
Service Agreement dated September 1, 2011 by and between Pol Brisset and Buckeye Oil & Gas, Inc.(7)
|
|
10.6
|
Service Agreement dated September 1, 2011 by and between Manny Dhinsa and Buckeye Oil & Gas, Inc.(7)
|
|
10.7
|
Participation Agreement dated May 16, 2011 by and between Buckeye Oil & Gas, (Canada), Inc. and Pioneer Marketing Group Ltd.(8)
|
|
10.8
|
Service Agreement dated April 2, 2012 by and between Michal Gnitecki and Buckeye Oil & Gas, Inc. (9)
|
|
10.9
|
Form of Regulation S Subscription Agreement (10)
|
|
10.10
|
Form of Regulation S Subscription Agreement (11)
|
|
10.11
|
Form of A Warrant Agreement (11)
|
|
10.12
|
Form of B Warrant Agreement (11)
|
|
10.13
|
Asset Purchase Agreement dated April 4, 2014 by and between Scenario A and Buckeye Oil & Gas, Inc. (12)
|
|
10.14
|
Amendment to Assets Purchase Agreement dated July 16, 2014 by and between Scenario A and Brisset Beer International, Inc. (13)
|
|
10.15
|
Form of Regulation S Subscription Agreement (14)
|
|
10.16
|
Form of A Warrant Agreement (14)
|
|
10.17
|
Form of B Warrant Agreement (14)
|
|
10.18
|
Service Agreement dated November 10, 2014 by and between Sandberg International Limited and Brisset Beer International, Inc. (15)
|
|
10.19
|
Service Agreement dated December 1, 2014 by and between Stéphane Pilon and Brisset Beer International, Inc. (16)
|
|
10.20
|
Manufacturing and Distribution Agreement dated December 2, 2014 with 90127-2021 Quebec Inc. d/b/a Breuvages Blue Spike and Biere Brisset International, Inc. (17)
|
|
10.21
|
Employment Agreement dated January 12, 2015 by and between Stéphane Pilon and Biere Brisset International, Inc. (18)
|
|
10.22
|
Form of Regulation S Subscription Agreement (19)
|
|
10.23
|
Form of A Warrant Agreement (19)
|
|
10.24
|
Form of B Warrant Agreement (19)
|
|
10.25
|
Form of Regulation S Subscription Agreement (20)
|
|
10.26
|
Form of A Warrant Agreement (20)
|
|
10.27
|
Form of B Warrant Agreement (20)
|
|
10.28
|
Form of Regulation S Subscription Agreement (20)
|
|
10.29
|
Form of A Warrant Agreement (20)
|
|
10.30
|
Form of B Warrant Agreement (20)
|
|
10.31
|
Manufacturing and Distribution agreement (the "CBB Agreement") between Biere Brisset International, Inc. and La Compagnie de Biere Brisset, Inc. dated March 1, 2015
|
|
10.32
|
Amendment to the Manufacturing and Distribution Agreement (the "Amendment") between Biere Brisset International, Inc., and Breuvages Blue Spike dated April 1, 2016
|
21
|
List of subsidiaries
|
|
31
|
Rule 13a-14(a)/15d14(a) Certifications
|
|
32
|
Section 1350 Certifications
|
|
101.INS **
|
|
XBRL Instance Document
|
101.SCH **
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL **
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF **
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB **
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE **
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
BRISSET BEER INTERNATIONAL, INC.
|
|
Dated: August 30, 2016
|
By:
/s/ Stephane Pilon
|
Name:
Stephane Pilon
|
|
Title:
President, Chief Executive, Chief Financial Officer, Treasurer, and Director
(Principal Executive, Financial, and Accounting Officer)
|
|
SIGNATURE
|
TITLE
|
DATE
|
|
/s/Stephane Pilon
Stephane Pilon
|
President, Chief Executive and Chief Financial Officer, Treasurer, and Director
(Principal Executive, Financial, and Accounting Officer)
|
August 30, 2016
|
|
/s/ Pol Brisset
Pol Brisset
|
Director and Secretary
|
August 30, 2016
|
|
|
Products
|
Precisions
|
Broken 7
|
Blond Ale, IPA, Organic Red, 500ml, glass bottle
|
Broken 7
|
Blonde Ale, IPA, Organic Red, Kegs, 50L
|
Broken 7
|
Blonde Ale, IPA, Organic Red, Kegs, 30L
|
Products
|
Formats
|
Price
|
Daily Capacity
|
Fermentation Time
|
||||
Product 1
Blonde Ale
Product 2
IPA
Product 3
Organic Red
|
4 x 6 x 341 (ISB)
|
$22- 26$
|
•
|
•
|
||||
12 X 500 ML
|
$16- 18$
|
•
|
•
|
|||||
Keg – 50 L
|
$85- 95$
|
•
|
•
|
|||||
Keg – 30 L
|
$54
|
|||||||
24 x 473 ml can
|
$30- 34$
|
•
|
•
|
Items
|
Example
|
Precisions
|
Sales Price of Products (12 x 500ml bottles)
|
38.00 $
|
Net terms of payments and other deductions.
|
(-) Distribution fees
|
5.00 $
|
|
(-) Shipping fees to distributor
|
0.75 $
|
|
(-) Specific taxes and duties and Recyc-Quebec
|
1.20 $
|
|
(-) Cost of Product
|
17.00 $
|
Equal to the Manufacturing Price (Schedule « D »)
|
(=)« GROSS MARGIN »
|
14.05 $
|
25% of this amount must be reinvested for purposes set out in section 7.2 (in this example: 25%x14.05 $=
3.51 $)
|
|
||
(=)« BBII MARGIN »
|
3.50 $
|
Represents a fixed margin for every case of 12 x 500 ml bottles
|
Items
|
Example
|
Precisions
|
Sales Price of Products (50L Keg)
|
170 $
|
Net terms of payments and other deductions.
|
(-) Distribution fees
|
15 $
|
|
(-) Shipping fees to distributor
|
5 $
|
|
(-) Specific taxes and duties and Recyc-Quebec
|
13 $
|
|
(-) Cost of Product
|
90.00 $
|
Equal to the Manufacturing Price (Schedule « D »)
|
(=)« GROSS MARGIN »
|
47 $
|
25% of this amount must be reinvested for purposes set out in section 7.2 (in this example: 25% x 47$ =
11.75 $)
|
|
||
(=)« BBII MARGIN »
|
10.00 $
|
Represents a fixed margin for every 50L Keg
|
Items
|
Example
|
Precisions
|
Sales Price of Products (30L Keg)
|
102 $
|
Net terms of payments and other deductions.
|
(-) Distribution fees
|
15 $
|
|
(-) Shipping fees to distributor
|
5 $
|
|
(-) Specific taxes and duties and Recyc-Quebec
|
8 $
|
|
(-) Cost of Product
|
54 $
|
Equal to the Manufacturing Price (Schedule « D »)
|
(=)« GROSS MARGIN »
|
20 $
|
25% of this amount must be reinvested for purposes set out in section 7.2 (in this example: 25%x 20$ = 5
$)
|
|
||
(=)« BBII MARGIN »
|
6.00 $
|
Represents a fixed margin for every 30L Keg
|