Blackwell 3D Construction Corp 10-Q for FY2021 Q1

Blackwell 3D Construction Corp. (BDCC)

10-Q 2022-07-13 For: 2020-08-31

Added on April 06, 2026

About this 10-Q

Blackwell 3D Construction Corp filed this 10-Q on July 13, 2022, covering the quarter ended August 31, 2020 (FY2021 Q1).

Headline figures

Quarter ended August 31, 2020, 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 loss: $4265; compared with a net loss of $30.75K 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		3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3. Quantitative and Qualitative Disclosure About Market Risk		16
Item 4. Controls and Procedures		16

PART II - OTHER INFORMATION		17

Item 1. Legal Proceedings		17
Item 1A. Risk Factors		17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		17
Item 3. Defaults upon Senior Securities		17
Item 4. Mining Safety Disclosures		17
Item 5. Other information		17
Item 6. Exhibits		18

SIGNATURES		19

	August 31, 2020			May 31, 2020
ASSETS
Current assets
Cash	$	-		$	-
Total current assets		-			-

Total assets	$	-		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		199,865			199,247
Accrued interest payable		34,088			29,556
Accrued interest payable - related party		3,078			3,935
Derivative liability		110,039			110,067
Note payable		6,500			6,500
Convertible note - related party		7,500			7,500
Convertible notes, net of note discount $0 and $0 debt discount, respectively		102,500			102,500
Total current liabilities		463,570			459,305

Total liabilities		463,570			459,305

Stockholders' deficit
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 9,863,000 and 9,863,000 shares issued and outstanding as of August 31, 2020 and May 31, 2020, respectively		986			986
Additional paid in capital		1,917,776			1,917,776
Accumulated deficit		(2,382,332	)		(2,378,067	)
Total stockholders' deficit		(463,570	)		(459,305	)

Total liabilities and stockholders' deficit	$	-		$	-

	For the three months
	August 31, 2020			August 31, 2019


Revenue	$	-		$	-

Operating expenses
General and administration		-			30
Professional fees		-			15,270
Total operating expenses		-			15,300

Loss from operations		-			(15,300	)

Other income (expenses)
Interest expense		(4,293	)		(15,589	)
Gain/Loss on change of derivative liability		28			135
Foreign exchange transaction gain		-			-
Total income (expenses)		(4,265	)		(15,454	)

Net loss before tax provision		(4,265	)		(30,754	)
Tax provision		-			-
Net loss	$	(4,265	)	$	(30,754	)

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding - basic and diluted		9,863,000			9,863,000

										Total
	Common Stock				Additional		Accumulated			Stockholders'
	Shares		Amount		Paid-in Capital		Deficit			Deficit
Balance, May 31, 2020		9,863,000		986		1,917,776		(2,378,067	)		(459,305	)
Net loss		-		-		-		(4,265	)		(4,265	)
Balance, August 31, 2020		9,863,000		986		1,917,776		(2,382,332	)		(463,570	)

Balance, May 31, 2019		9,863,000		986		1,917,776		(2,303,854	)		(385,092	)
Net loss		-		-		-		(30,754	)		(30,754	)
Balance, August 31, 2019		9,863,000		986		1,917,776		(2,334,608	)		(415,846	)

(Mark One)

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

	For the three months ended
	August 31, 2020			August 31, 2019
Cash Flows from Operating Activities
Net loss	$	(4,265	)	$	(30,754	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Gain/Loss on change in derivative liability		(28	)		(135	)
Amortization of debt discount		-			11,649
Changes in assets and liabilities
Bank overdraft		32			-
Accounts Payable and Accrued liabilities		618			15,268
Accrued interest payable		3,675			3,941
Net cash used in operating activities		32			(31	)

Cash Flows from Financing Activities:
Net cash provided by financing activities		-			-

Net increase in cash		32			(31	)

Cash, beginning of period		(32	)		35

Cash, end of period	$	-		$	4

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Financial Instruments	$	-	$	-	$	110,039	$	110,039

	Amount
Balance May 31, 2020	$	110,067
		(28	)
Balance August 31, 2020	$	110,039

	August 31, 2020		May 31, 2020
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, 2020		May 31, 2020
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 31, 2018, in default		20,000		20,000
Dated December 31, 2018, in default		9,000		9,000
Dated February 15, 2019, in default		20,000		20,000
Total convertible notes payable, gross		102,500		102,500
Less: Unamortized debt discount		-		-
Total convertible notes	$	102,500	$	102,500

	Number of Shares			Weighted Average Exercise Price
Balance, May 31, 2019		9,317,500			0.15

Warrants expired		(1,485,000	)		0.21

Balance, May 31, 2020		7,832,500			0.14

Warrants expired		(65,000	)		0.35

Balance, August 31, 2020		7,767,500			0.14

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, 2020;

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.