Power Americas Resource Group Ltd. - Quarter Report: 2014 November (Form 10-Q)

form10q113014.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

ACT OF 1934

For the Quarterly Period Ended November 30, 2014

[ ] 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.

[X] Yes [ ] 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 [X] No [ ]

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 [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting 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: 2,925,500 shares of common stock, $0.0001 par value, were issued and outstanding as of January 19, 2015.

TABLE OF CONTENTS

	Page

PART I - Financial Information	3

Item 1. Financial Statements	3
Balance Sheets November 30, 2014 (unaudited), and May 31, 2014	3
Statements of Operations (unaudited) for the three and six month periods ended
November 30, 2014 and 2013	4
Statements of Cash Flows (unaudited) for the six month periods ended
November 30, 2014 and 2013	5
Notes to the Financial Statements (unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	15
Item 3 Quantitative and Qualitative Disclosures 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. Mine Safety Disclosures	18
Item 5. Other Information	18
Item 6. Exhibits	18

Item 1. Financial Statements

BRISSET BEER INTERNATIONAL, INC.

(formerly Buckeye Oil & Gas, Inc.)

CONSOLIDATED BALANCE SHEET

(Unaudited)


	November 30,			May 31,
	2014			2014
	$			$
ASSETS
Current Assets
Cash		9,115			15,652
Trade and Other Receivables		14,470			1,418
Prepaid Expenses		10,800			300

Total Current Assets		34,385			17,370

Goodwill (note 6)		25,000			25,000

Total Assets		59,385			42,,370

LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable and Accrued Liabilities		35,010			9,432
Amount Due Under Goodwill Purchase Agreement		–			12,500

Total Current Liabilities		35,010			21,932


Stockholders' Equity
Common Stock, Par Value $.0001
Authorized 500,000,000 shares,
2,795,500 and 2,120,500 shares issued and outstanding at
November 30, 2014 and May 31, 2014 respectively		280			212
Paid-In Capital		1,269,367			1,236,788
Warrants		47,353			9,000
Accumulated Deficit		(1,294,609	)		(1,227,521	)
Accumulated Other Comprehensive Income		1,984			1,959

Total Stockholders' Equity		24,375			20,438

Total Liabilities and Stockholders' Equity		59,385			42,370

See accompanying notes to interim condensed consolidated financial statements

BRISSET BEER INTERNATIONAL, INC.

(formerly Buckeye Oil & Gas, Inc.)

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)



	For the Three Months						For the Six Months
	Ended						Ended
	November 30,						November 30,
	2014			2013			2014			2013
Revenues
Commission Revenue	$	10,532		$	-		$	10,532		$	-

Expenses
Operating Expenses		22,245			-			22,245			-
Professional Expenses		29,779			7,421			34,322			9,158
Office and Sundry		5,412			3,401			10,096			5,908
Rent		450			450			965			900
Management and Directors’ Fees		9,992			-			9,992			-
Total Expenses		67,878			11,272			77,620			15,966
Net Loss from Operations		(57,346	)		(11,272	)		(67,088	)		(15,966	)

Other Income (Expenses)
(Loss)from Discontinued Operations		-			(291	)		-			(582	)
Net Other Income (Expenses)		-			(291	)		-			(582	)

Net Loss	$	(57,346	)	$	(11,563	)	$	(67,088	)	$	(16,548	)

Basic and Diluted Loss Per Share
Continuing Operations	$	(0.02	)	$	(0.02	)	$	(0.03	)	$	(0.03	)
Discontinued Operations	$	(0.00	)		(0.00	)		(0.00	)		(0.00	)

Weighted Average Shares
Outstanding (1)		2,697,973			620,500			2,464,762			620,500

Comprehensive loss
Net loss	$	(57,346	)	$	(11,563	)	$	(67,088	)	$	(16,548	)

Other comprehensive (loss) income
Translation to US dollar presentation currency		262			708			25			1,747
Comprehensive loss		(57,084	)		(10,855	)		(67,063	)		(14,801	)

(1)	Reflects the 1:100 reverse stock split completed on July 8, 2013.

See accompanying notes to interim condensed consolidated financial statements

BRISSET BEER INTERNATIONAL, INC.

(formerly Buckeye Oil & Gas, Inc.)

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)



	For the Six Months Ended November 30,

	2014			2013
	$			$
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss		(67,088	)		(16,548	)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities
Units issued for services		16,000			–
Accretion Expense		–			582
Asset Retirement Obligation		–			(270	)
Change in Operating Assets and Liabilities
Decrease (Increase) In Trade and Other Receivables		(13,052	)		(292	)
Decrease (Increase) in Prepaid Expenses		(10,500	)		(815	)
Increase (Decrease) in Accounts Payable		25,578			(459	)
Net Cash Used in Operating Activities		(49,062	)		(17,802	)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in Amounts Due Under Goodwill Purchase Agreement		(12,500	)		-
Net Cash Used in Investing Activities		(12,500	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the Sale of Units		55,000			–
Net Cash Provided by Financing Activities		55,000			–

Effect of exchange rate changes on cash		25			1,747

Net (Decrease) Increase in Cash and Cash Equivalents		(6,537	)		(16,055	)
Cash and Cash Equivalents at Beginning of Period		15,652			51,077
Cash and Cash Equivalents at End of Period		9,115			35,022

See accompanying notes to interim condensed consolidated financial statements

BRISSET BEER INTERNATIONAL, INC.

(Formerly Buckeye Oil & Gas, Inc.)

CONSOLIDATED STATEMENT OF CASH FLOWS

(Continued)


	For the Six Months Ended November 30,

	2014	2013
	$	$
SUPPLEMENTARY INFORMATION

Cash paid during the year for:
Interest	—	—
Income taxes	—	—

See accompanying notes to interim condensed consolidated financial statements

BRISSET BEER INTERNATIONAL, INC.

(Formerly Buckeye Oil & Gas, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

The Company was formerly a company engaged in the acquisition and exploration of oil and gas properties. As a result of the current status of the properties, and due to the limited resources available to the Company, the Company has abandoned its interests in its two oil and gas properties.

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 will be engaged principally in the marketing of Broken 7 as it has contracted out 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.

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, 2014. 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, 2014 has been omitted. The results of operations for the three and six month periods ended November 30, 2014 are not necessary indicative of results for the entire year ending May 31, 2015 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 has only recently commenced its craft beer operations. During the six months ended November 30, 2014 the Company has incurred net losses of $67,088 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 January 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, 2014 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.

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.

Reclassification

A reclassification has been made to prior year comparative consolidated financial statements to conform to the current year presentation. This reclassification had no material effect on previously reported results of operations or financial position. The Company reclassified the amount of other comprehensive loss from net loss in the consolidated balance sheet and on the face of the consolidated statement of operations and comprehensive loss.

Foreign Currency

The functional currency of the Company at November 30 and May 31, 2014 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 November 30, 2014, potential common shares of 4,350,000 (2013 - nil) 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.

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, 2014 or for the year ended May 31, 2013. 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 year ended May 31, 2014 and 2013, there were 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 Florida 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. The assets acquired consist of goodwill as no inventory or other assets were acquired. The Company accounts for this assets 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.

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.

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 5) The Company recognizes commission revenue based on a percentage of sales with fixed margins as negotiated with the contract brewer. Revenue will be recorded at the time of delivery to the customer.

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

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.

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.

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.

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 expects to adopt this new standard for the fiscal year ending December 31, 2014 and the Company will continue to assess the impact on its financial statements.

NOTE 4 – DISCONTINUED OPERATIONS

The Company was formerly engaged in the exploration for oil and gas in Alberta, Canada. The two properties have not ever produced any significant quantities of oil or gas and the properties do not have any known reserves or resources. In addition due to the limited resources available to the Company, the Company has abandoned its interests in its two oil and gas properties. As of May 31, 2014, the Company discontinued its operations in the oil and gas industry. As a result, the Company has recognized $582 as discontinued operations for the six months ended November 30, 2013.

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.

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 – GOODWILL

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. We have valued the trademark and recipe at minimal value and have therefore accounted for the entire purchase as goodwill. 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 fair value of Broken 7 is measured by level three hierarchy of fair value of financial instruments.

NOTE 7 – STOCKHOLDERS’ EQUITY

	Shares of common stock outstanding		Common stock		Additional paid-in capital		Warrants

Balance – May 31, 2014		2,120,500		212		1,236,788		9,000

Issuance of units		550,000		55		20,092		34,853
Issuance of units for services		125,000				12,487		3,500

Balance – November 30, 2014		2,795,500		280		1,269,367		47,353

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.

Issuance of Units

On August 12, 2014, the Company completing a financing issuing 550,000 units at $0.10 per unit for total proceeds of $55,000. 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 $0.15 per warrant until August 12, 2019 and each B warrant is exercisable at a price of $0.25 per warrant until August 12, 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 - 141%; risk free rate - 0.07%; and a term of five or six years. Based on their fair value the warrants have been assigned a value of $34,853.

Issuance of Units for Services

On November 10, 2014 the Company entered into a service agreement issuing 125,000 units of the Company in partial payment for services rendered. Each unit consists of one share of common stock, one A warrant and one B warrant. The A warrant is exercisable at a price of $0.15 per share until June 30, 2019 and each B warrant at a price of $0.25 per share until June 30, 2020.

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%; risk free rate - 0.07%; and a term of five or six years. Based on their fair value the warrants have been assigned a value of $3,500.

WARRANTS

The Company issued the following warrants outstanding:

Exercise Price	Number	Expiry	Remaining Life

$ 0.05	1,500,000	1-Feb-19	4.17
$ 0.10	1,500,000	1-Feb-19	4.17
$ 0.15	550,000	12-Aug-19	4.70
$ 0.25	550,000	12-Aug-20	5.70
$ 0.15	125,000	30-Jun-19	4.58
$ 0.25	125,000	30-Jun-20	5.58
	4,350,000

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.

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.

NOTE 9 – SUBSEQUENT EVENTS

Issuance of Units

On January 9, 2015, the Company closed a private placement of 130,000 units at $0.15 per unit for total proceeds of $19,500. Each unit consists of one share of common stock, and one Class A warrant exercisable at $0.20 for five years, and one Class B warrant exercisable at $0.25 for five years. The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by a non-U.S. person.

Employment Agreement

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 per year, payable twice monthly.

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 Buckeye Oil & Gas, 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, 2014 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.

Results of Operations

Three months ended November 30, 2014 compared to the three months ended November 30, 2013

Revenues

Sales of our Broken 7 craft beer commenced in September 2014. The Company recognized $10,532 of commission revenue from the sale of craft beer during the three months ended November 30, 2014. We did not earn any revenues during the three months ended November 30, 2013.

Operating Expenses and Net Loss

For the three months ended November 30, 2014 our net loss was $57,346 compared to $11,563 for the three months ended November 30, 2013. Expenses have increased in the three months ended November 30, 2014 compared to the three months ended November 30, 2013primarily due to increased operating expenses, professional expenses, and management and director fees. Operating expenses increased in the three months ended November 30, 2014 to$22,245 from $nil in the three months ended November 30, 2013 due to the start of operations of our craft beer business. Professional fees were $29,779 in the three months ended November 30, 2014 compared to $7,421 for the three-months ended November 30, 2013. The higher professional fees in 2014 were the result of the Company incurring increased legal fees relating to its change of business and due investor relations. The Company paid $9,992 in management and director fees during the three months ended November 30, 2014 and $nil during the same period in 2013. The increase was due to the commencement of compensation paid to the Company’s principal executive officer while in the prior period the Company’s officers and directors agreed to forgo their compensation.

Six months ended November 30, 2014 compared to the six months ended November 30, 2013

Revenues

Sales of our Broken 7 craft beer commenced in September 2014. The Company earned $10,532 of commission revenue from the sale of craft beer during the six months ended November 30, 2014. We did not earn any revenues during the six months ended November 30, 2014.

Operating Expenses and Net Loss

For the six months ended November 30, 2014 our net loss was $67,088 compared to $16,548 for the six months ended November 30, 2013. Expenses have increased in the six months ended November 30, 2014 compared to the six months ended November 30, 2013primarily due to increased operating expenses, professional expenses, management and director fees, as well as office and sundry. Operating expenses increased in the six months ended November 30, 2014 to$22,245 from $nil in the six months ended November 30, 2013 due to the start of operations of the craft beer business. Professional fees were $34,322 in the six months ended November 30, 2014 compared to $9,158 for the six-months ended November 30, 2013. The higher professional fees in 2014 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 six months ended November 30, 2014 to $10,096 from $5,908 in the six months ended November 30, 2013 due to higher SEC filing fees, and transfer agent fees in 2014 compared to 2013. The Company paid $9,992 in management and director fees during the six months ended November 30, 2014 and $nil during the same period in 2013. The increase was due to the commencement of compensation paid to the Company’s principal executive officer while in the prior period the Company’s officers and directors agreed to forgo their compensation.

Liquidity and Capital Resources

We had a cash balance of $9,115 and a negative working capital of $625 at November 30, 2014. Net cash used in operating activities during the six months ended November 30, 2014 was $49,062 compared to $17,802 during the six months ended November 30, 2013. A portion of the increase was due to an increase of the net loss for the six months ended November 30, 2014 to $67,088 from $16,548for the six months ended November 30, 2013. In addition, in the six months ended November 30, 2014 we had an inflow from an increase in accounts payable and accrued liabilities of $25,578 compared to a net outflow of $459 from an increase in accounts payable and accrued liabilities in the six months ended November 30, 2013. There were financing activities of $55,000 received from the issuance of units during the six months ended November 30, 2014 while there were no financing activities during the six months ended November 30, 2013. Investing activities for the six months ended November 30, 2014 consisted of cash used of $12,500 from changes in the amount due under to asset purchase agreement while there were no investing activities for the six months ended November 30, 2013.

Since commencement of our craft beer business the Company has raised a total of $74,500 through the issuance of shares of common stock, which shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The funds received from these financings were used primarily to fund the Company’s start-up of its craft beer business. 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 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 equity financing.

Going Concern Consideration

The Company has realized only limited revenue from its oil and gas operations and has since abandoned those interests and is currently focusing on developing a craft brewing business. Sales of our Broken 7 craft beer commenced in September 2014. During the six months ended November 30, 2014, the Company incurred a net loss of $67,088 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 $1,294,609 to November 30, 2014. 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 have been funded entirely from capital raised from our private offering of securities from February 2014 through January 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, 2014 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.

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 November 30, 2014. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were 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.

Item 4. Mining Safety Disclosures

Not applicable.

Item 5. Other information

On January 9, 2015, Brisset Beer International, Inc. (the “Registrant”) closed a private placement of 130,000 units at $0.15 per unit for total proceeds of $19,500. Each unit consists of one share of common stock, and one Class A warrant exercisable at $0.20 for five years, and one Class B warrant exercisable at $0.25 for five years. The common shares were offered by the Registrant pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by a non-U.S. person.

Item 6. Exhibits

Exhibit 31 - Certification of Principal Executive and Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32 – Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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 Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

** 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: January 19, 2015

BRISST BEER INTERNATIONAL, INC.

By: /s/ Stephane Pilon

Stephane Pilon

President, Chief Executive Officer, Chief Financial Officer, and Treasurer

(Principal Executive, Financial, and Accounting Officer)