Blackwell 3D Construction Corp 10-Q for FY2019 Q3

Blackwell 3D Construction Corp. (BDCC)

10-Q 2022-07-12 For: 2019-02-28

Added on April 06, 2026

About this 10-Q

Blackwell 3D Construction Corp filed this 10-Q on July 12, 2022, covering the quarter ended February 28, 2019 (FY2019 Q3).

Headline figures

Quarter ended February 28, 2019, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0; compared with $0 a year earlier
Net income: $71.43K; compared with a net loss of $41.15K a year earlier

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Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller Reporting company	☒
		Emerging Growth company	☒

PART I - FINANCIAL INFORMATION		3
Item 1. Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3. Quantitative and Qualitative Disclosure About Market Risk		18
Item 4. Controls and Procedures		18

PART II - OTHER INFORMATION		19

Item 1. Legal Proceedings		19
Item 1A. Risk Factors		19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		19
Item 3. Defaults upon Senior Securities		19
Item 4. Mining Safety Disclosures		19
Item 5. Other information		19
Item 6. Exhibits		20

SIGNATURES		21

	February 28,			May 31,
	2019			2018
ASSETS
Current Assets
Cash and cash equivalents	$	22,082		$	15,702
Total Current Assets		22,082			15,702

TOTAL ASSETS	$	22,082		$	15,702

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	111,282		$	80,796
Accrued interest payable		10,060			3,287
Accrued interest payable - related party		2,503			1,275
Due to related parties		3,744			72,459
Derivative liability		111,303			61,618
Note payable		6,500			6,500
Note payable - related parties		-			9,838
Convertible note - related party		7,500			7,500
Convertible notes, net of note discount $32,037 and $12,849 debt discount, respectively		70,463			40,651
Total Current Liabilities		323,355			283,924

STOCKHOLDERS' DEFICIT
Common Stock, Par Value $0.0001, Authorized 500,000,000 shares, 9,863,000 shares issued and outstanding		986			986
Additional paid in capital		1,917,776			1,917,776
Accumulated deficit		(2,220,035	)		(2,186,984	)
Total STOCKHOLDERS' DEFICIT		(301,273	)		(268,222	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	22,082		$	15,702

	Three Months ended						Nine Months Ended
	February 28,						February 28,
	2019			2018			2019			2018

Revenues	$	-			-		$	-		$	1,430

Operating Expenses
General and administration		515			821			703			8,451
Professional fees		16,640			15,461			65,978			35,008
Management and Director's Fees		15,000			11,250			45,000			33,750
Total operating expenses		32,155			27,532			111,681			77,209

Loss from operations		(32,155	)		(27,532	)		(111,681	)		(75,779	)

Other (Expense) Income
Interest expense		(13,066	)		(13,242	)		(36,978	)		(32,106	)
Interest expense - related party		-			(281	)		(870	)		(3,951	)
Gain on change in derivative liability		(512	)		-			(685	)		-
Foreign exchange transaction gain (loss)		1,990			(90	)		1,990			(2,850	)
Gain on forgivness of debts		115,173			-			115,173			-
Total other income (expense)		103,585			(13,613	)		78,630			(38,907	)

Net loss before taxes		71,430			(41,145	)		(33,051	)		(114,686	)
Provision for income taxes		-			-			-			-
Net loss	$	71,430			(41,145	)	$	(33,051	)	$	(114,686	)

Net Loss Per Common Share Basic and Diluted	$	0.01			(0.00	)	$	(0.00	)	$	(0.01	)

Weighted Average Common Shares Outstanding - Basic and Diluted		9,863,000			9,863,000			9,863,000			9,863,000

	Common Stock				Additional					Total
	Number of Shares		Amount		Paid in Capital		Accumulated Deficit			Stockholder's Deficit

Balance - May 31, 2018		9,863,000	$	986	$	1,917,776	$	(2,186,984	)	$	(268,222	)
Net loss		-		-		-		(51,977	)		(51,977	)
Balance - August 31, 2018		9,863,000	$	986	$	1,917,776	$	(2,238,961	)	$	(320,199	)
Net loss				-		-		(52,504	)		(52,504	)
Balance - November 30, 2018		9,863,000	$	986	$	1,917,776	$	(2,291,465	)	$	(372,703	)
Net loss				-		-		71,430			71,430
Balance - February 28, 2019		9,863,000	$	986	$	1,917,776	$	(2,220,035	)	$	(301,273	)

Balance - May 31, 2017		9,863,000	$	986	$	1,925,277	$	(1,972,694	)	$	(46,431	)
Debt discount on convertible notes issued		-		-		18,500		-			18,500
Net loss		-		-		-		(23,647	)		(23,647	)
Balance - August 31, 2017		9,863,000	$	986	$	1,943,777	$	(1,996,341	)	$	(51,578	)
Net loss				-		-		(49,895	)		(49,895	)
Balance - November 30, 2017		9,863,000	$	986	$	1,943,777	$	(2,046,236	)	$	(101,473	)
Net loss				-		-		(41,145	)		(41,145	)
Balance - February 28, 2018		9,863,000	$	986	$	1,943,777	$	(2,087,381	)	$	(142,618	)

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Financial Instruments	$	-	$	-	$	111,303	$	111,303

	Amount
Balance May 31, 2018	$	61,618
Debt discount originated from derivative liabilities		49,000
		685
Balance February 28, 2019	$	111,303

	February 28, 2019		May 31, 2018
Dated March 31, 2018	$	6,500	$	6,500
Total promissory notes payable, gross		6,500		6,500
Less: current portion		-		-
Long-term promissory note payable	$	6,500	$	6,500

	February 28, 2019			May 31, 2018
Dated June 6, 2017	$	11,000		$	11,000
Dated August 4, 2017		7,500			7,500
Dated October 6, 2017		15,000			15,000
Dated March 23, 2018		20,000			20,000
Dated July 13, 2018		9,000			-
Dated December 31, 2018		20,000
Dated February 15, 2019		20,000
Total convertible notes payable, gross		110,500			53,500
Less: Unamortized debt discount		(32,037	)		(12,849	)
Total convertible notes	$	78,463		$	40,651

	February 28, 2019		May 31, 2018
Dated February 17, 2017	$	7,500	$	7,500
Total convertible notes payable, gross		7,500		7,500
Less: Unamortized debt discount		-		-
Total convertible note	$	7,500	$	4,268

	Number of Shares		Weighted Average Exercise Price
Balance, May 31, 2018		12,317,500		0.13

Warrants granted and assumed		—		—
Warrants expired		—		—
Warrants canceled		—		—
Warrants exercised		—		—

Balance, February 28, 2019		12,317,500		0.15

EXHIBIT NUMBER		DESCRIPTION

3.1		Articles of Incorporation, as amended⁽¹⁾

3.2		Bylaws⁽²⁾

31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)⁽³⁾

31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)⁽³⁾

32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽³⁾

32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽³⁾

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 Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

	(1)	Previously filed as an Appendix to the Company's Information Statement on Schedule 14C filed with the SEC on June 24, 2014.
	(2)	Previously filed as Exhibit 4.1 to Registration Statement, filed with the Securities and Exchange Commission on July 1, 2010, file no. 333-167917
	(3)	Filed Herewith

	Brisset Beer International, Inc.

Date: July 11, 2022	By:	/s/ Kevin Malone
	Name:	Kevin Malone
	Title:	Chief (Principal) Executive Officer, Chief Financial Officer (Principal Accounting Officer) and Director

1.	I have reviewed this Quarterly Report on Form 10-Q of Brisset Beer International, Inc. for the period ended February 28, 2019;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others, particularly during the period in which this report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.