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EX-32.1 - Brisset Beer International, Inc.form10qa022916ex32-1.htm
EX-31.1 - Brisset Beer International, Inc.form10aq022916ex31-1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q/A
(Amendment No. 1)

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended February 29, 2016
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 000-54452

BRISSET BEER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Nevada
 
80-0778461
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
 

370 Guy Street, Suite G9, Montreal, Quebec, Canada H3J 1S6
(Address of principal executive offices) (Zip Code)

514-906-6851
(Registrant's telephone number, including area code)

_____________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.[   ] Yes [X] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]
 
Accelerated filer [ ]
Non-accelerated filer [ ]
(Do not check if a smaller reporting company)
 
Smaller reporting company [X]
Emerging Growth Company [   ]
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 9,863,000 shares of common stock, $0.0001 par value, were issued and outstanding as of February 21, 2018.

 

1



TABLE OF CONTENTS

EXPLANATORY NOTE
3
PART I—FINANCIAL INFORMATION
4
Item 1. Financial Statements
4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
17
Results of Operations
17
Liquidity and Capital Resources
19
Going Concern Consideration
19
Item 3. Quantitative and Qualitative Disclosure About Market Risk
20
Item 4. Controls and Procedures
20
Evaluation of Disclosure Controls and Procedures
20
Changes in Internal Control over Financial Reporting
20
PART II - OTHER INFORMATION
20
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
21
Item 5. Other information
21
Item 6. Exhibits
21
SIGNATURES
21

 

2

EXPLANATORY NOTE


The Company is filing this Amendment to its previously filed Quarterly Report on Form 10-Q filed on April 7, 2016 (the "Filing Date") to restate its financial statements for the three and nine-month period ended February 29, 2016.  As disclosed by the Company on a Form 8-K filed with the Commission on February 7, 2018, on July 10, 2017, the Company's independent auditors BF Borgers CPA PC ("BF Borgers"), that during its review of the unaudited financial statements for the fiscal quarter ended February 28, 2017, it discovered that there was an error in the accounting and reporting of goodwill relating to the Company's acquisition of all of the assets relating to the product known as "Broken 7," a craft beer locally produced in Quebec, Canada, pursuant to that certain Asset Purchase Agreement, dated April 4, 2014 between the Company, Scenario A, a Quebec corporation and owner of Broken 7, and Stephane Pilon and Pol Brisset, the executive officers, directors and majority owners of the Company and Scenario A, for an aggregate purchase price of $25,000 (the "Purchase Price"). The Purchase Price was attributed to Broken 7 as goodwill due the fact that there was no inventory and no other assets were acquired.  However, due to the fact that Scenario A was a related party, under SAB Topic 5G and ASC 805-50-30-5, the Company's financial statements should have reflected acquisition of the Broken 7 at the historical cost of the parent of the entities under common control which was $0, and the $25,000 Purchase Price should have been recognized by the Company as a loss.

The information in the Quarterly Report is amended to read in its entirety as set forth in this Amendment. Except to reflect the restatement of the financial statements, the related disclosure controls and procedures matters, the information in the Quarterly Report and this Amendment has not been updated or otherwise changed to reflect any events, conditions or other developments that have occurred or existed since the Filing Date, the date the Form 10-Q was filed. Accordingly, except solely with regard to the restatement, the related disclosure controls and procedures matters, all information in the Transition Report and this Amendment speaks only as of the Filing Date. References made in this Amendment to "this Form 10-Q" mean this Amendment on Form 10-Q/A unless the context requires otherwise.

 

3


 
PART I—FINANCIAL INFORMATION

Item 1. Financial Statements


BRISSET BEER INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(Restated)

             
   
February 29,
   
May 31,
 
   
2016
   
2015
 
   
Unaudited (Restated)
   
(Restated)
 
   
   
 
ASSETS
               
Current Assets
               
    Cash
   
73,907
     
35,110
 
    Trade and Other Receivables
   
16,788
     
13,050
 
    Prepaid Expenses
   
6,288
     
695
 
                 
Total Current Assets
96,983
48,855
                 
Goodwill (note 6)
   
-
     
-
 
                 
Total Assets
   
96,983
     
48,855
 
                 
LIABILITIES & STOCKHOLDERS' EQUITY
               
Current Liabilities
               
    Accounts Payable and Accrued Liabilities
   
19,950
     
25,435
 
   Due to Related Parties
   
3,504
     
3,621
 
                 
Total Current Liabilities
   
23,454
     
29,056
 
                 
                 
Stockholders' Equity
               
  Common Stock, Par Value $.0001
               
      Authorized 500,000,000 shares,
               
      3,608,000 and 3,200,500 shares issued and outstanding at
               
      February 29, 2016 and May 31, 2015 respectively
   
361
     
320
 
  Paid-In Capital
   
1,396,686
     
1,322,054
 
  Warrants
   
116,703
     
69,126
 
  Accumulated Deficit
   
(1,441,675
)
   
(1,374,918
)
  Accumulated Other Comprehensive Income
   
1,454
     
3,217
 
                 
Total Stockholders' Equity
   
73,529
     
19,799
 
                 
Total Liabilities and Stockholders' Equity
   
96,983
     
48,855
 

See accompanying notes to interim condensed consolidated financial statements.
4


BRISSET BEER INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(Restated)
             
             
   
For the Three Months
   
For the Nine Months
 
   
Ended
   
Ended
 
   
February 29, 2016
   
February 28, 2015
   
February 29, 2016
   
February 28, 2015
 
Revenues
                       
Commission Revenue
 
$
10,100
   
$
9,483
   
$
43,970
   
$
20,015
 
                                 
Expenses
                               
Operating Expenses
   
25,110
     
15,785
     
61,440
     
38,030
 
    Professional Expenses
   
11,063
     
5,532
     
21,988
     
39,854
 
Office and Sundry
   
7,700
     
9,296
     
22,559
     
19,392
 
Rent
   
450
     
483
     
1,356
     
1,448
 
Management and Directors' Fees
   
1,076
     
1,321
     
3,384
     
11,313
 
Total Expenses
   
45,399
     
32,417
     
110,727
     
110,037
 
Net Loss from Operations
   
(35,299
)
   
(22,934
)
   
(66,757
)
   
(90,022
)
                                 
Net Loss
 
$
(35,299
)
 
$
(22,934
)
 
$
(66,757
)
 
$
(90,022
)
                                 
Basic and Diluted Loss Per Share
                               
  Continuing Operations
 
$
(0.01
)
 
$
(0.01
)
 
$
(0.02
)
 
$
(0.03
)
                                 
Weighted Average Shares
                               
Outstanding
   
3,543,330
     
2,869,222
     
3,346,294
     
2,958,101
 
                                 
Comprehensive loss
                               
  Net loss
 
$
(35,299
)
 
$
(22,934
)
 
$
(66,757
)
 
$
(90,022
)
                                 
Other comprehensive (loss) income
                               
  Translation to US dollar presentation currency
   
71
     
1,855
     
(1,763
)
   
2,117
 
Comprehensive loss
 
$
(35,228
)
 
$
(21,079
)
 
$
(68,520
)
 
$
(87,905
)

See accompanying notes to interim condensed consolidated financial statements.
5


BRISSET BEER INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Restated)
       
       
   
For the Nine Months Ended
 
   
February 29, 2016
   
February 28, 2015
 
   
   
 
CASH FLOWS FROM OPERATING ACTIVITIES
               
Net Loss
   
(66,757
)
   
(90,022
)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities
               
Units issued for Services
 
     
16,000
 
Changes in Operating Assets and Liabilities
               
Trade and Other Receivables
   
(3,738
)
   
(8,147
)
Prepaid Expenses
   
(5,593
)
   
(9,450
)
Accounts Payable and Accrued Liabilities
   
(5,485
)
   
13,486
 
Related Parties
   
(117
)
   
3,957
 
Net Cash Used in Operating Activities
   
(81,690
)
   
(74,176
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
   Acquisition of Goodwill
 
     
(12,500
)
    Net  Cash Used in Investing Activities
 
     
(12,500
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceeds from the Sale of Common Stock
   
122,250
     
101,500
 
Net Cash Provided by Financing Activities
   
122,250
     
101,500
 
 
Effect of exchange rate changes on cash
   
(1,763
)
   
2,117
 
                 
Net Increase in Cash and Cash Equivalents
   
38,797
     
16,941
 
Cash and Cash Equivalents at Beginning of Period
   
35,110
     
15,652
 
Cash and Cash Equivalents at End of Period
   
73,907
     
32,593
 

See accompanying notes to interim condensed consolidated financial statements.
6

BRISSET BEER INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited Continued)
(Restated)


             
   
For the Nine Months Ended
 
   
February 29,
   
February 28,
 
   
2016
   
2015
 
   
   
 
SUPPLEMENTARY INFORMATION
               
Cash paid during the period for:
               
Interest
   
     
 
Income taxes
   
     
 


See accompanying notes to interim condensed consolidated financial statements.

7


BRISSET BEER INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Restated)


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.

On May 19, 2011 the Board of Directors and the majority shareholder of the Company approved a change to the Company's Articles of Incorporation which affected a 17 for one forward stock split of our issued and outstanding common stock, changed the name of the company to "Buckeye Oil & Gas, Inc.", and changed the business of the Company to oil and gas exploration.  The changes became effective at the close of business on June 1, 2011. The forward stock split was distributed to all shareholders of record on March 31, 2011. No cash was paid or distributed as a result of the forward stock split and no fractional shares were issued. All fractional shares which would otherwise be required to be issued as a result of the stock split were rounded up to the nearest whole share. There was no change in the par value of our common stock.

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 due date is July 3, 2014).  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.

On May 21, 2014, the Company received a written consent in lieu of a meeting of shareholders (the "Written Consent") from the holders of 1,561,000 shares of common stock representing, at that time, 73.62% of our issued and outstanding common shares.  The Written Consent adopted resolutions which authorized the Company to act on a proposal to change the Company's state of incorporation from Florida to Nevada by the merger of Buckeye Oil & Gas, Inc. with and into its wholly-owned subsidiary, Brisset Beer International, Inc. Brisset Beer International, Inc., is a Nevada corporation.  As result of the merger, the name of the Company was changed from Buckeye Oil & Gas, Inc. to "Brisset Beer International, Inc." and the jurisdiction was changed from Florida to Nevada.  The changes became effective at the close of business on July 24, 2014.

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.
8


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, 2015.  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 disclosure, which would substantially duplicate the disclosure contained in the Company's Form 10-K for the fiscal year ended May 31, 2015 has been omitted.  The results of operations for the nine-month period ended February 29, 2016 are not necessary indicative of results for the fiscal year ending May 31, 2016 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 nine months ended February 29, 2016 the Company has incurred net losses of $66,757 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. 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.  After auditing our May 31, 2015 financial statements, our independent auditor issued a going concern opinion and our ability to continue is dependent on our ability to raise additional capital. 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.
9


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 February 29, 2016 and May 31, 2015 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 February 29, 2016, potential common shares of 6,317,500 (2015- 4,880,000) 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.

10


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, 2015 or for the year ended May 31, 2014. 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, 2015 and 2014, 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.

Goodwill

Pursuant to its agreement with Scenario A, the Company has acquired all rights to Broken 7, a craft beer brewed in Quebec, Canada.  No inventory or other assets were acquired in the agreement.  The Company accounted for this asset under ASC No. 350, Intangibles—Goodwill and Other which states that goodwill and intangible assets with indefinite useful lives should not be amortized, but instead tested for impairment at the reporting unit level at least annually or more frequently if circumstances indicate possible impairment. The Company tests for impairment annually in the fourth quarter of the fiscal year. If impairment exists, a write-down to fair value (measured by discounting estimated future cash flows) is recorded.  The Company determined to test its recorded goodwill for impairment at May 31, 2014. Based on the qualitative and quantitative tests performed by the Company, the full amount of $25,000 was recognized as an impairment loss as of May 31, 2014.

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.
11


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 (note 4).  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 Blue Spike will be charged to the Company.  Blue Spike 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 2014-10 - Topic 915-  Development Stage Entities

In June 2014 the FASB issued ASU 2014-10 "Development Stage Entities (Topic 915)".  The objective of the guidance is to reduce cost and complexity in the financial reporting system by eliminating inception-to-date information from the financial statements of development stage entities. The new standard eliminates the concept of a development stage entity ("DSE") from U.S. GAAP. Therefore, the current incremental reporting requirements for a DSE, including inception-to-date information, will no longer apply. This standard is effective for annual reporting periods beginning after December 15, 2014. The Company has elected to early adopt this guidance effective with its May 31, 2014 consolidated financial statements.

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.

12


ASU 2014-15 - Topic 205-40 - Presentation of Financial Statements – Going Concern

August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements – Going Concern (Topic 205-40)", which requires management to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company adopted this new standard for the fiscal year ending May 31, 2014 and the Company will continue to assess the impact on its 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 goodwill (Note 6) associated with the Asset Purchase Agreement with Scenario A that occurred on April 4, 2014 should have been fully impaired as of May 31, 2014.

As a result of this error, the Company has restated its unaudited Consolidated Statement of Financial Statements for the nine months ended February 29, 2016. The following table summarizes the restatement changes made to the Consolidated Balance Sheets for the nine months ended February 29, 2016 previously filed:
 

Consolidated Balance Sheet - February 29, 2016
Originally Reported
   
Adjustment
   
As Restated
 
                   
Goodwill
 
$
25,000
   
$
(25,000
)
 
$
-
 
Accumulated deficit
 
$
(1,416,675
)
 
$
(25,000
)
 
$
(1,441,675
)
                         
Consolidated Balance Sheet - May 31, 2015
Originally Reported
   
Adjustment
   
As Restated
 
                         
Goodwill
 
$
25,000
   
$
(25,000
)
 
$
-
 
Accumulated deficit
 
$
(1,349,918
)
 
$
(25,000
)
 
$
(1,374,918
)
                         
NOTE 5 - CONTRACT BREWING AGREEMENT

On December 2, 2014 the Company entered into a Manufacturing and Distribution Agreement with 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.

13


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.

NOTE 6 – INTANGIBLE 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 due date is July 3, 2014).  The purchase was of the Broken 7 trademark and recipe. No other assets were acquired.  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 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 Company recorded $25,000 as goodwill on April 4, 2014.  On May 31, 2014, the Company impaired the $25,000 based on a qualitative and quantitative analysis.

NOTE 7 – STOCKHOLDERS' EQUITY

   
Shares of common stock
outstanding
   
Common stock
   
Additional paid-in capital
   
Warrants
 
                         
Balance – May 31, 2015
   
3,200,500
     
320
     
1,322,054
     
69,126
 
Issuance of units
   
407,500
     
41
     
74,632
     
47,577
 
Balance – February 29, 2016
   
3,608,000
     
361
     
1,396,686
     
116,703
 

COMMON STOCK

Stock Splits

Effective July 8, 2013, the Company and the Board of Directors of the Company adopted resolutions to effectuate a reverse split of its issued and outstanding shares of common stock on the basis of 1 post consolidation share for each 100 pre-consolidation shares.  All share and per share amounts in the condensed consolidated financial statements of the Company have been adjusted to reflect the reverse split.

14


Issuance of Units

On August 10, 2015, the Company completed a financing issuing 65,000 units at $0.30 per unit for total proceeds of $19,500.  Each unit consist of one share of common stock, one A warrant, and one B warrant.  The A warrant is exercisable at a price of $0.35 per warrant until August 7, 2020 and each B warrant is exercisable at a price of $0.40 per warrant until August 7, 2020.  The units were issued pursuant to Regulation S of the Securities Act of 1993.

On November 13, 2015, the Company completed a financing issuing 75,000 units at $0.30 per unit for total proceeds of $22,500.  Each unit consist of one share of common stock, one A warrant, one B warrant, and one C warrant.  The A warrant is exercisable at a price of $0.35 per warrant until October 16, 2020, each B warrant is exercisable at a price of $0.40 per warrant until October 16, 2020, and each C warrant is exercisable at a price of $0.45 per warrant until October 16, 2020.  The units were issued pursuant to Regulation S of the Securities Act of 1993.

On December 22, 2015, the Company completed a financing issuing 267,500 units at $0.30 per unit for total proceeds of $80,250.  Each unit consist of one share of common stock, one A warrant, one B warrant, and one C warrant.  The A warrant is exercisable at a price of $0.35 per warrant until November 16, 2020, each B warrant is exercisable at a price of $0.40 per warrant until November 16, 2020, and each C warrant is exercisable at a price of $0.45 per warrant until November 16, 2020.  The units were issued pursuant to Regulation S of the Securities Act of 1993.

The warrants included in the units have been fair valued using the Black Scholes model.  The fair value of the warrants was determined using the following assumptions:  dividend rate – 0%; volatility – 36.05 % to 141%; risk free rate - 0.07%; and a term of five or six years.

WARRANTS

The Company has the following warrants outstanding as of February 29, 2016:
Exercise Price
 
Number
 
Expiry
 
Remaining Life
 
$
0.05
   
1,500,000
 
1-Feb-19
   
2.92
 
$
0.10
   
1,500,000
 
1-Feb-19
   
2.92
 
$
0.15
   
550,000
 
1-Jun-19
   
3.26
 
$
0.15
   
125,000
 
30-Jun-19
   
3.34
 
$
0.20
   
130,000
 
09-Jan-20
   
3.86
 
$
0.25
   
550,000
 
1-Jun-20
   
4.26
 
$
0.25
   
125,000
 
30-Jun-20
   
4.34
 
$
0.25
   
130,000
 
09-Jan-20
   
3.86
 
$
0.25
   
135,000
 
17-Feb-20
   
3.97
 
$
0.25
   
140,000
 
6-May-20
   
4.19
 
$
0.30
   
135,000
 
17-Feb-20
   
3.97
 
$
0.30
   
140,000
 
6-May-20
   
4.19
 
$
0.35
   
65,000
 
7-Aug-20
   
4.44
 
$
0.35
   
75,000
 
16-Oct-20
   
4.63
 
$
0.35
   
267,500
 
16-Nov-20
   
4.71
 
$
0.40
   
65,000
 
7-Aug-20
   
4.44
 
$
0.40
   
75,000
 
16-Oct-20
   
4.63
 
$
0.40
   
267,500
 
16-Nov-20
   
4.71
 
$
0.45
   
75,000
 
16-Oct-20
   
4.63
 
$
0.45
   
267,500
 
16-Nov-20
   
4.71
 
       
6,317,500
           
15


NOTE 8 – RELATED PARTY TRANSACTIONS

On November 30, 2014 the Company entered into a service agreement with its current principal executive officer, Stephane Pilon.  Under the agreement the Company paid Mr. Pilon $9,992 (CDN$11,000) upon signing and will pay Mr. Pilon $2,725 (CDN $3,000) on a monthly basis.  As a result of operations commencing only in September 2014, the payment of the $9,992 has been disclosed as management fees.  Commencing December 1, 2014, it is expected that the majority of the compensation payable to Mr. Pilon will be recognized as an operating expense.

On January 12, 2015 the service agreement with Stephane Pilon was replaced by an employment agreement.  Under the agreement the Company will pay Mr. Pilon a base salary of CDN$36,000 (US$27,364) per year, payable twice monthly.

On September 3, 2015 the employment agreement with Stephane Pilon was amended.  Under the agreement the Company will pay Mr. Pilon a base salary of CDN$60,000 (US$45,606) per year, payable once monthly.  Mr. Pilon will also be entitled to receive a cell phone allowance of CDN$75 (US$57) per month.

Pursuant to the Amendment, Mr. Pilon shall be eligible to receive a quarterly discretionary performance bonus up to CDN$6,000 (US$4,560) payable at the beginning of each 3-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.  As of August 31, 2015, there have been no expenses incurred in relation to this Agreement.

As of February 29, 2016, the Company had a payable to Stephane Pilon of $3,504 that included wages and expenses.

16

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the financial statements of Brisset Beer International, Inc. (the "Company"), which are included elsewhere in this Form 10-Q. Certain statements contained in this report, including statements regarding the anticipated development and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the Form 10-K for the year ended May 31, 2015 filed by the Company with the Securities and Exchange Commission.

All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

Plan of Operations

Until April 2014 we were engaged in the acquisition and exploration of oil and gas properties. We are currently engaged in developing our business to brew, distribute, market and sell a single brand of craft beer called Broken 7.

Our initial plan is to brew, market and sell the craft beer in Quebec, Canada. We hope in the future to expand the brand into Eastern Canada, with a focus on the province of Ontario and eventually market our product in the U.S., subject to obtaining sufficient funding and resources to develop and expand our business.

On December 2, 2014 the Company entered into a Manufacturing and Distribution Agreement with 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.

Results of Operations

Three months ended February 29, 2016 compared to the three months ended February 28, 2015

Revenues

The Company recognized $10,100 of commission revenue from the sale of craft beer during the three months ended February 29, 2016, compared to $9,483 for the three months ended February 28, 2015.

17


Operating Expenses and Net Loss

For the three months ended February 29, 2016 our net loss was $35,299 compared to $22,934 for the three months ended February 28, 2015. Expenses have increased in the three months ended February 29, 2016 compared to the three months ended February 28, 2015 primarily due to increased operating expenses and professional expenses. Operating expenses increased in the three months ended February 29, 2016, to $25,110 (2015 - $15,785), which comprised of advertising and promotion of $11,429 (2015 - $6,260), no commissions (2015 - $1,597), management fee of $9,747 (2015 - $6,604), travel of $894 (2015 - $772), miscellaneous of $1,255 (2015 - $552) and wages of $1,805 (2015 - $nil). Wages increased due to the new hire of a promotional representative for approximately three months to help generate sales. Office and sundry expenses decreased to $7,700 for the three months ended February 29, 2016 compared to $9,296 for the three months ended February 28, 2015. Professional fees were $11,063 in the three months ended February 29, 2016 compared to $5,532 for the three-months ended February 28, 2015. The higher professional fees in 2016 were the result of the Company incurring increased legal fees relating to filing disclosures. The Company paid $1,076 in management and director fees during the three months ended February 29, 2016 compared to $1,321 during the same period in 2015.

Nine months ended February 29, 2016 compared to the nine months ended February 28, 2015

Revenues

Sales of our Broken 7 craft beer commenced in September 2014. The Company earned $43,970 of commission revenue from the sale of craft beer during the nine months ended February 29, 2016 compared to $20,015 during the nine months ended February 28, 2015.

Operating Expenses and Net Loss

For the nine months ended February 29, 2016 our net loss was $66,757 compared to $90,022 for the nine months ended February 28, 2015. Decrease in net loss was due primarily to the increased revenue for the nine months ended February 29, 2016 compared to the nine months ended February 28, 2015. Expenses have increased slightly in the nine months ended February 29, 2016 compared to the nine months ended February 28, 2015. Operating expenses increased in the nine months ended February 29, 2016 to $61,440 from $38,030 in the nine months ended February 28, 2015 due to the commencement of the compensation payable to Mr. Pilon being recognized as an operating expense. Operating expenses comprised of advertising and promotion of $24,836 (2015 - $26,844), commissions of $845 (2015 - $2,303), management fee of $27,444 (2015 - $6,604), travel of $2,589 (2015 - $1,601), miscellaneous of $3,922 (2015 - $678) and wages of $1,805 (2015 - $0). Wages includes the new hire of a promotional representative for approximately three months to help generate sales. Professional fees were $21,988 in the nine months ended February 29, 2016 compared to $39,854 for the nine-months ended February 28, 2015. The higher professional fees in 2015 were the result of the Company incurring increased legal fees relating to its change of business and due to investor relations. Office and sundry increased in the nine months ended February 29, 2016 to $22,559 from $19,392 in the nine months ended February 28, 2015 mainly due to higher accounting fees in 2016 compared to 2015. The Company paid $3,384 in management and director fees during the nine months ended February 29, 2016 and $11,313 during the same period in 2015. The decrease was due to signing bonus paid to the Company's principal executive officer in 2015.

18


Liquidity and Capital Resources

We had a cash balance of $73,907 and a working capital of $73,529 at February 29, 2016. Net cash used in operating activities during the nine months ended February 29, 2016 was $81,690 compared to $74,176 during the nine months ended February 28, 2015. A portion of the fluctuation was due to a decrease of the net loss for the nine months ended February 29, 2016 to $66,757 from $90,022 for the nine months ended February 28, 2015. In addition, in the nine months ended February 29, 2016 we had an outflow in accounts payable and accrued liabilities of $5,485 compared to a net inflow of $13,486 from an increase in accounts payable and accrued liabilities in the nine months ended February 28, 2015. There was a net outflow in related parties in the nine months ended February 29, 2016 of $117 compared to a net inflow of $3,957 for the same period in 2015. In the nine months ended February 29, 2016 there was an outflow of $3,738 in changes in accounts receivable compared to an outflow of $8,147 for the same period in 2015. There were financing activities of $122,250 received from the issuance of units during the nine months ended February 29, 2016, compared to $101,500 received from the issuance of shares for the nine months ended February 29, 2015. There were no investing activities for the nine months ended February 29, 2016 while for the nine months ended February 28, 2015 investing activities consisted of cash used of $12,500 from changes in the amount due under to asset purchase agreement.

Between August 2011 and February 2016, the Company has raised a total of $1,097,750 through the issuance of capital and debt. However, even with these financings current cash on hand is not sufficient to fund all of the Company's requirements for the next twelve months.

We believe that we will need approximately $141,000 to fund our operations for the next 12 months. We may seek to raise additional funding that we require in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our operations. We currently do not have any agreements or arrangements in place for any future financing.

Going Concern Consideration

The Company is continuing to focus on developing a craft brewing business. Sales of our Broken 7 craft beer commenced in September 2014. During the nine months ended February 29, 2016, the Company incurred a net loss of $66,757 and expects losses to continue until it can achieve profitability from its craft beer operations. Since inception on May 11, 2010, the Company has an accumulated deficit of $1,441,675 to February 29, 2016. 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 Broken7 brand of craft beer. Our current operations to date have been funded entirely from capital raised from our private offering of securities from February 2014 through February 2016. 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. After auditing our May 31, 2015 financial statements, our independent auditor issued a going concern opinion and our ability to continue is dependent on our ability to raise additional capital. 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 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.
19


Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Smaller reporting companies are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of February 29, 2016. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that the Company's disclosure and controls are designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors

Smaller reporting companies are not required to provide the information required by this Item 1A.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None not previously reported.

Item 3. Defaults upon Senior Securities

None.

20


Item 4. Mining Safety Disclosures

Not applicable.

Item 5. Other information

None

Item 6. Exhibits

Exhibit No.
Description of Exhibit
 
* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.


SIGNATURES

Pursuant to the requirements of the Securities Exchange act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: February 21, 2018
 
BRISSET BEER INTERNATIONAL, INC.
 
   
By: /s/ Stephane Pilon
Name: Stephane Pilon
Title: President, Chief Executive Officer, Chief Financial Officer and Treasurer
(Principal Executive Officer)
(Principal Financial and Accounting Officer)


21