Blackwell 3D Construction Corp 10-Q for FY2019 Q1

Blackwell 3D Construction Corp. (BDCC)

10-Q 2022-07-12 For: 2018-08-31

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 August 31, 2018 (FY2019 Q1).

Headline figures

Quarter ended August 31, 2018, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0; compared with $6220 a year earlier
Net loss: $51.98K; compared with a net loss of $23.65K 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		17
Item 4. Controls and Procedures		17

PART II - OTHER INFORMATION		18

Item 1. Legal Proceedings		18
Item 1A. Risk Factors		18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 3. Defaults upon Senior Securities		18
Item 4. Mining Safety Disclosures		18
Item 5. Other information		18
Item 6. Exhibits		19

SIGNATURES		20

BRISSET BEER INTERNATIONAL, INC.
Consolidated Balance Sheets

	August 31,			May 31,
	2018			2018
ASSETS
Current Assets
Cash and cash equivalents	$	11,478		$	15,702
Total Current Assets		11,478			15,702

TOTAL ASSETS	$	11,478		$	15,702

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	89,118		$	80,796
Accrued interest payable		5,167			3,287
Accrued interest payable - related party		1,713			1,275
Due to related parties		87,709			72,459
Derivative liability		70,805			61,618
Note payable		6,500			6,500
Note payable - related partues		9,838			9,838
Convertible note - related party		7,500			7,500
Convertible notes, net of note discount $9,173 and $12,849 debt discount, respectively		53,327			40,651
Total Current Liabilities		331,677			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		(2,238,961	)		(2,186,984	)
Total STOCKHOLDERS' DEFICIT		(320,199	)		(268,222	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	11,478		$	15,702

*The accompanying notes are an integral part of these financial statements.*

BRISSET BEER INTERNATIONAL, INC.
Consolidated Statements of Operations
(Unaudited)

	Three Months Ended
	August 31,
	2018			2017

Revenues	$	-		$	6,220

Operating Expenses
General and administration		93			6,877
Professional fees		21,674			3,576
Management and Director's Fees		15,000			11,250
Total operating expenses		36,767			21,703

Loss from operations		(36,767	)		(15,483	)

Other (Expense) Income
Interest expense		(14,586	)		(4,685	)
Interest expense - related party		(438	)		(3,385	)
Foreign exchange transaction gain (loss)		1			(94	)
Gain on change in derivative liability		(187	)		-
Total other income (expense)		(15,210	)		(8,164	)

Net loss before taxes		(51,977	)		(23,647	)
Provision for income taxes		-			-
Net loss	$	(51,977	)	$	(23,647	)

Comprehensive Loss		(51,977	)		(23,647	)

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

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

*The accompanying notes are an integral part of these financial statements.*

BRISSET BEER INTERNATIONAL, INC.
Consolidated Statement of STOCKHOLDERS' DEFICIT
(Unaudited)

	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	)

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	)


*The accompanying notes are an integral part of these financial statements.*

BRISSET BEER INTERNATIONAL, INC.
Consolidated Statements of Cash Flows
(Unaudited)

	Three Months Ended
	August 31,
	2018			2017

Cash Flows from Operating Activities:
Net loss	$	(51,977	)	$	(23,741	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		12,676			7,718
Gain on change in derivative liability		187
Changes in operating assets and liabilities:
Trade and Other receivables		-			(7,152	)
Prepaid expense		-			(428	)
Accounts Payable and Accrued liabilities		8,322			1,671
Accrued interest payable		2,318			-
Due to related parties		15,250			11,250
Net Cash Used in Operating Activities		(13,224	)		(10,682	)

Cash Flows from Financing Activities:
Proceeds from issuance of convertible debt		9,000			18,500
Net Cash Provided By Financing Activities		9,000			18,500

Net Change in Cash and Cash Equivalents		(4,224	)		7,818
Cash and Cash Equivalents, beginning of period		15,702			1,885
Cash and Cash Equivalents, end of period	$	11,478		$	9,703

Supplemental Disclosure Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Non-Cash Disclosure:
Discount to debt for beneficial conversion feature	$	-		$	-

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Financial Instruments	$	-	$	-	$	70,805	$	70,805

	Amount
Balance May 31, 2018	$	61,618
Debt discount originated from derivative liabilities		9,000
Change in fair market value of derivative liabilities		187
Balance August 31, 2018	$	70,805

	August 31, 2018		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

	August 31, 2018			May 31, 2018
Dated June 6, 2017, in default	$	11,000		$	11,000
Dated August 4, 2017, in default		7,500			7,500
Dated October 6, 2017, in default		15,000			15,000
Dated March 23, 2018, in default		20,000			20,000
Dated July 13, 2018, in default		9,000			-
Total convertible notes payable, gross		62,500			53,500
Less: Unamortized debt discount		(9,173	)		(12,849	)
Total convertible notes	$	53,327		$	40,651

	August 31, 2018		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	$	7,500

	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, August 31, 2018		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 August 31, 2018;

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.