Item 1. Financial Statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOVEMBER 30, 2017
(Unaudited)
NOTE 1 – NATURE OF BUSINESS AND OPERATIONS
Organization and Basis of Presentation
Brisset Beer International, Inc. (the “Company”)
was incorporated in the State of Florida on May 11, 2010 under the name Benefit Solutions Outsourcing Corp.
The accompanying financial statements have
been prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States on a going concern
basis.
Nature of Operations
As a
result of the Company's management having experience in the brewing business, the Company has acquired the rights to Broken 7 which
is a craft beer brewed in the province of Quebec, Canada. The Company is engaged principally in the marketing of Broken 7
and is contracting all brewing and distribution activities to a third-party service provider. We operate in a single segment
which is the craft beer market. Our craft beer consists of single brand known as Broken 7 and is currently brewed, distributed,
and marketed solely in Quebec, Canada.
Interim
Reporting
In the opinion
of management, the unaudited condensed consolidated financial information furnished herein reflects all adjustments, consisting
of normal and recurring adjustments that are necessary to fairly state the financial position of Brisset Beer International. Inc.
and the results of its operations for the periods presented. This report on Form 10-Q should be read in conjunction with
the Company's financial statements and notes thereto included in the Company's Form 10-K for the fiscal year ended May 31, 2017.
The Company assumes that the users of the interim financial information herein have read or have access to the audited financial
statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined
in that context. Accordingly, footnote disclosures, which would substantially duplicate the disclosure contained in the Company's
Form 10-K for the fiscal year ended May 31, 2017 has been omitted. The results of operations for the six-month period ended
November 30, 2017 are not necessarily indicative of results for the fiscal year ending May 31, 2018 or for any future annual or
interim period.
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 six months
ended November 30, 2017 the Company has incurred net losses of $70,781 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.
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 November
30, 2017 and May 31, 2017 is the Canadian dollar. Transactions that are denominated in a foreign currency are re-measured into
the functional currency at the current exchange rate on the date of the transaction. Any foreign currency denominated monetary
assets and liabilities are subsequently re-measured at current exchange rates, with gains or losses recognized as foreign exchange
losses or gains in the statement of operations. Nonmonetary assets and liabilities are translated at historical exchange rates.
Expenses are translated at average exchange rates during the period. Exchange gains and losses are included in statement of operations
for the period.
Adjustments arising from the translation of
the Company's financial statements to United States dollars for presentation purposes due to differences between average rates
and balance sheet rates are recorded in other comprehensive income.
Concentration of Credit Risk
The Company has no off-balance-sheet concentrations
of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains
all of its cash balances with two financial institutions in the form of demand deposits.
Loss per Share
Income or loss per share is calculated based
on the weighted average number of common shares outstanding. Diluted loss per share does not differ from basic loss per share since
the effect of the Company's warrants are anti-dilutive. Diluted income per share is calculated using the treasury stock method
which uses the weighted average number of common shares outstanding during the period and also includes the dilutive effect of
potentially issuable common shares from outstanding and warrants. At November 30, 2017, potential common shares of 12,317,500 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.
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. 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 — 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.
|
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
”. The
Beneficial Conversion Feature (“BCF”) of convertible debt is normally characterized as the convertible portion or feature
of certain debt that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a
BCF related to the issuance of convertible debt when issued, and also records the estimated fair value. Beneficial Conversion Features
that are contingent upon the occurrence of a future event are recorded when the event is resolved.
Impairment of Long-lived Assets
In accordance with ASC 360,
Property,
Plant and Equipment,
long lived assets such as equipment are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the
asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by
the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would
be separately presented in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell
and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented
separately in the appropriate asset and liability sections of the balance sheet.
In accordance with ASC 350
Intangibles
– Goodwill and Other
the Company performs a qualitative assessment at the end of each reporting period to determine
if any events or circumstances exist, such as an adverse change in business climate or a decline in the overall industry that would
indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount.
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.
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.
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.
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.
NOTE 7 – CONVERTIBLE PROMISSORY NOTES
Convertible notes payable at November 30, 2017 and May 31, 2017
consists of the following:
|
|
November 30,
2017
|
|
May 31,
2017
|
Dated February 17, 2017
|
|
$
|
7,500
|
|
|
$
|
7,500
|
|
Dated June 6, 2017
|
|
|
11,000
|
|
|
|
—
|
|
Dated August 4, 2017
|
|
|
7,500
|
|
|
|
—
|
|
Dated October 6, 2017
|
|
|
15,000
|
|
|
|
—
|
|
Total convertible notes payable, gross
|
|
|
41,000
|
|
|
|
7,500
|
|
|
|
|
|
|
|
|
|
|
Less: Unamortized debt discount
|
|
|
(15,302
|
)
|
|
|
(3,232
|
)
|
Total convertible notes
|
|
$
|
25,698
|
|
|
$
|
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 and was due on August 17, 2017. 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.
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. 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.
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. 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.
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. 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.
During the six months ended November 30, 2017
and 2016, the Company recorded $21,430 and $0, respectively, related to the amortization of the discount as interest expense.
NOTE 8 – STOCKHOLDERS’ EQUITY
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.
Issuance of Units for Service
On November 8, 2016, the Company issued 150,000
units of the Company’s Common stock in payment for services rendered. The units were valued at a price of $0.10 per unit.
During the year ended May 31, 2017,
the Company issued 150,000 shares of common stock for services provided to the company.
WARRANTS
The Company has the following warrants outstanding as of November
30, 2017:
Exercise Price
|
|
Number
|
|
Expiry
|
|
Remaining Life
|
|
|
|
|
|
|
|
$
|
0.05
|
|
|
|
1,500,000
|
|
|
|
February 1, 2019
|
|
|
|
1.17
|
|
$
|
0.05
|
|
|
|
3,000,000
|
|
|
|
August 31, 2021
|
|
|
|
3.75
|
|
$
|
0.10
|
|
|
|
1,500,000
|
|
|
|
February 1, 2019
|
|
|
|
1.17
|
|
$
|
0.10
|
|
|
|
3,000,000
|
|
|
|
August 31, 2021
|
|
|
|
3.75
|
|
$
|
0.15
|
|
|
|
550,000
|
|
|
|
June 1, 2019
|
|
|
|
1.50
|
|
$
|
0.15
|
|
|
|
125,000
|
|
|
|
June 30, 2019
|
|
|
|
1.58
|
|
$
|
0.20
|
|
|
|
130,000
|
|
|
|
January 9, 2020
|
|
|
|
2.11
|
|
$
|
0.25
|
|
|
|
550,000
|
|
|
|
June 1, 2020
|
|
|
|
2.50
|
|
$
|
0.25
|
|
|
|
125,000
|
|
|
|
June 30, 2020
|
|
|
|
2.58
|
|
$
|
0.25
|
|
|
|
130,000
|
|
|
|
January 9, 2020
|
|
|
|
2.11
|
|
$
|
0.25
|
|
|
|
135,000
|
|
|
|
February 17, 2020
|
|
|
|
2.22
|
|
$
|
0.25
|
|
|
|
140,000
|
|
|
|
May 6, 2020
|
|
|
|
2.43
|
|
$
|
0.30
|
|
|
|
135,000
|
|
|
|
February 17, 2020
|
|
|
|
2.22
|
|
$
|
0.30
|
|
|
|
140,000
|
|
|
|
May 6, 2020
|
|
|
|
2.43
|
|
$
|
0.35
|
|
|
|
65,000
|
|
|
|
August 7, 2020
|
|
|
|
2.69
|
|
$
|
0.35
|
|
|
|
75,000
|
|
|
|
October 16, 2020
|
|
|
|
2.88
|
|
$
|
0.35
|
|
|
|
267,500
|
|
|
|
November 16, 2020
|
|
|
|
2.96
|
|
$
|
0.40
|
|
|
|
65,000
|
|
|
|
August 7, 2020
|
|
|
|
2.69
|
|
$
|
0.40
|
|
|
|
75,000
|
|
|
|
October 16, 2020
|
|
|
|
2.88
|
|
$
|
0.40
|
|
|
|
267,500
|
|
|
|
November 16, 2020
|
|
|
|
2.96
|
|
$
|
0.45
|
|
|
|
75,000
|
|
|
|
October 16, 2020
|
|
|
|
2.88
|
|
$
|
0.45
|
|
|
|
267,500
|
|
|
|
November 16, 2020
|
|
|
|
2.96
|
|
|
|
|
|
|
12,317,500
|
|
|
|
|
|
|
|
|
|
NOTE 9 – RELATED PARTY TRANSACTIONS
On November 30, 2014, the Company entered into
a service agreement with its current principal executive officer, Stephane Pilon. The service agreement was subsequently
amended. Pursuant to the Amendment, Mr. Pilon shall be eligible to receive a quarterly discretionary performance bonus up to CDN$6,000
(US$4,500) 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.
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.
During the six months ended November 30, 2017,
the Company recorded $22,500 Management and Director’s fees, related to services provided by Stephane Pilon.
As of November 30, 2017, the Company had a
payable to Stephane Pilon of $40,558 for accrued salary, and expenses paid on behalf of the Company.
NOTE 10 – SUBSEQUENT EVENTS
On March 2,
2018, the Company and Blue Spike entered into a Mutual Discharge Agreement (the “
Termination Agreement
”), pursuant
to which the parties mutually agreed to terminate the Manufacturing and Distribution Agreement. The effective date of the Termination
Agreement was March 2, 2018.
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 March 23, 2018, the Company issued a convertible
promissory note for proceeds of $20,000. The note matures on September 23, 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.
The
note has not yet been paid, the default interest rate is 15% per annum and is currently in default.
On March 31, 2018, the Company issued a promissory
note for proceeds of $2,500. The note matures on September 23, 2018 and accrues interest at 1.5% per quarter.
The
note has not yet been paid, the default interest rate is 2% per month and is currently in default.
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.
The
note has not yet been paid, the default interest rate is 2% per month and is currently in default.
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.
The
note has not yet been paid, the default interest rate is 2% per month and is currently in default.