Blackwell 3D Construction Corp 10-Q for FY2019 Q2

Blackwell 3D Construction Corp. (BDCC)

10-Q 2022-07-12 For: 2018-11-30

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 November 30, 2018 (FY2019 Q2).

Headline figures

Quarter ended November 30, 2018, 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: $52.5K; compared with a net loss of $49.9K 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

Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosure About Market Risk	19
Item 4. Controls and Procedures	19

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	20
Item 1A. Risk Factors	20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3. Defaults upon Senior Securities	20
Item 4. Mining Safety Disclosures	20
Item 5. Other information	20
Item 6. Exhibits	21

SIGNATURES	22

BRISSET BEER INTERNATIONAL, INC.
Condensed Consolidated Balance Sheets

	November 30,			May 31,
	2018			2018
ASSETS
Current Assets
Cash and cash equivalents	$	1,437		$	15,702
Total Current Assets		1,437			15,702

TOTAL ASSETS	$	1,437		$	15,702

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	106,634		$	80,796
Accrued interest payable		7,466			3,287
Accrued interest payable - related party		2,145			1,275
Due to related parties		102,918			72,459
Derivative liability		70,791			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 $2,152 and $12,849 debt discount, respectively		60,348			40,651
Total Current Liabilities		374,140			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		(2,291,465	)		(2,186,984	)
Total STOCKHOLDERS' DEFICIT		(372,703	)		(268,222	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,437		$	15,702

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

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

	Three months ended						Six months ended
	November 30,						November 30,
	2018			2017			2018			2017

Revenues	$	-			-		$	-		$	1,430

Operating Expenses
General and administration		95			5,544			188			7,630
Professional fees		27,664			15,971			49,338			19,547
Management and Director's Fees		15,000			11,250			30,000			22,500
Total operating expenses		42,759			32,765			79,526			49,677

Loss from operations		(42,759	)		(32,765	)		(79,526	)		(48,247	)

Other (Expense) Income
Interest expense		(9,326	)		(14,180	)		(23,912	)		(18,864	)
Interest expense - related party		(432	)		(284	)		(870	)		(3,670	)
Gain on change in derivative liability		14			-			(173	)		-
Foreign exchange transaction gain (loss)		(1	)		(2,666	)		-			(2,760	)
Total other income (expense)		(9,745	)		(17,130	)		(24,955	)		(25,294	)

Net loss before taxes		(52,504	)		(49,895	)		(104,481	)		(73,541	)
Provision for income taxes		-			-			-			-
Net loss	$	(52,504	)		(49,895	)	$	(104,481	)	$	(73,541	)

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

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

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

BRISSET BEER INTERNATIONAL, INC.
Condensed 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	)
Net loss				-		-		(52,504	)		(52,504	)
Balance - November 30, 2018		9,863,000	$	986	$	1,917,776	$	(2,291,465	)	$	(372,703	)

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	)

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

(Mark One)

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

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

	Six months ended
	November 30,
	2018			2017

Cash Flows from Operating Activities:
Net loss	$	(104,481	)	$	(73,541	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		19,697			21,430
Gain on change in derivative liability		173
Changes in operating assets and liabilities:
Trade and Other receivables		-			9,800
Accounts Payable and Accrued liabilities		25,838			2,095
Accrued interest payable		5,049			-
Due to related parties		30,459			20,250
Net Cash Used in Operating Activities		(23,265	)		(19,966	)

Cash Flows from Financing Activities:
Proceeds from issuance of convertible debt		9,000			33,500
Net Cash Provided By Financing Activities		9,000			33,500

Net Change in Cash and Cash Equivalents		(14,265	)		13,534
Cash and Cash Equivalents, beginning of period		15,702			1,885
Cash and Cash Equivalents, end of period	$	1,437		$	15,419

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

Non-Cash Disclosure:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Financial Instruments	$	-	$	-	$	70,791	$	70,791

	Amount
Balance May 31, 2018	$	61,618
Debt discount originated from derivative liabilities		9,000
Change in fair market value of derivative liabilities		173
Balance November 30, 2018	$	70,791

	November 30, 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

	November 30, 2018			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			-
Total convertible notes payable, gross		62,500			53,500
Less: Unamortized debt discount		(2,152	)		(12,849	)
Total convertible notes	$	60,348		$	40,651

	November 30, 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	$	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, November 30, 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 November 30, 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.