Power Americas Resource Group Ltd. - Annual Report: 2017 (Form 10-K)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended May 31, 2017

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)

(514) 906-6851

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 ☒ 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 ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

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

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller Reporting Company ☒

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. $0 based on the closing price of the common stock on November 30, 2016.

As of September 14, 2018, there were 9,863,000 shares of common stock outstanding.

Documents Incorporated by Reference: None

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS	3
PART I	3
Item 1. Description of Business	3
Item 1A. Risk Factors	10
Item 1B. Unresolved Staff Comments	18
Item 2. Description of Properties	18
Item 3. Legal Proceedings	18
Item 4. Mine Safety Disclosures	18
PART II	19
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	19
Item 6. Selected Financial Data	19
Item 7. Management's Discussion and Analysis or Plan of Operation	19
Item 7A. Quantitative and Qualitative Disclosure About Market Risk	23
Item 8. Financial Statements	24
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	39
Item 9A. Controls and Procedures	39
Item 9B. Other Information	40
PART III	41
Item 10. Directors, Executive Officers and Corporate Governance	41
Item 11. Executive Compensation	42
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	44
Item 13. Certain Relationships and Related Transactions, and Director Independence	45
Item 14. Principal Accounting Fees and Services	46
Item 15. Exhibits	47
SIGNATURES	49

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking information. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management of Brisset Beer International, Inc. (the "Company", "BBI", "us" or "we") and other matters. Forward-looking information may be included in this Annual Report on Form 10-K or may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the "SEC") by the Company. One can find many of these statements by looking for words including, for example, "believes," "expects," "anticipates," "estimates" or similar expressions in this Annual Report on Form 10-K or in documents incorporated by reference in this Annual Report on Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.

The Company has based the forward-looking statements relating to the Company's operations on management's current expectations, estimates and projections about the Company and the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, the Company's actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.

PART I

Item 1. Description of Business

Corporate Developments

Brisset Beer International, Inc. (the "Company") was incorporated under the laws of the State of Florida on May 11, 2010 under the name Benefit Solutions Outsourcing Corp. The Company was initially formed to offer small and medium-sized businesses services that reduced invoicing expenses, sped up receipt of monies, and allowed authorization and recovery of paper drafts.

On April 4, 2014, the Company entered into an asset purchase agreement (the "Asset Purchase Agreement") with Scenario A, a Quebec corporation ("Scenario A"), to purchase all of its assets relating to "Broken 7", a craft beer to be brewed in Montreal, Quebec, Canada, for a purchase price of $25,000. The Asset Purchase Agreement relates to the Broken 7 trademark and recipe only. No other assets were acquired. $12,500 was paid at closing and $12,500 was to be paid 60 business days after the closing date of April 7, 2014. By letter agreement dated July 16, 2014, the parties agreed to extend the date on which the second payment of $12,500 was due to August 15, 2014. The Company made the final installment of $12,500 to Scenario A on August 14, 2014.

Effective July 24, 2014, the Company changed its state of incorporation from Florida to Nevada and its name from "Buckeye Oil & Gas, Inc." to "Brisset Beer International, Inc." by the merger of Buckeye Oil & Gas, Inc. with and into its wholly-owned subsidiary, Brisset Beer International, Inc.

Until April 2014, the Company was engaged in the acquisition and exploration of oil and gas properties. Since its asset purchase in April 2014, the Company has abandoned its interests in its two oil and gas properties and is principally engaged in the development of a brewing, distribution and marketing of craft-brewed beer business in the province of Quebec, Canada. Our craft beer consists of a single brand known as Broken 7, which we distribute to private retail stores, grocery chains and on-premise accounts across Quebec, Canada.

On November 10, 2014, the Company entered into a Service Agreement with Sandberg International Limited to provide investor relations for the Company. For such services, Sandberg International receives $500 per month, and on November 10, 2014, was issued 125,000 shares of common stock of the Company, Class A warrants to purchase 125,000 shares of common stock exercisable at $0.15 per share and a Class B warrant to purchase 125,000 shares of common stock exercisable at $0.25 per share. The agreement shall continue until either party notifies the other that it desires to terminate the agreement on 30 days' written notice.

On December 2, 2014 Biere Brisset International Inc., a Canadian corporation wholly-owned subsidiary by Company ("BBII"), entered into a five-year Manufacturing and Distribution Agreement (the "Distribution Agreement") with 90127-2021 Quebec Inc., a Quebec company doing business as Breuvages Blue Spike ("Blue Spike") pursuant to which Blue Spike has the exclusive right to manufacture, distribute and sell BBII's Broken 7 beer in certain designated networks in the following Canadian provinces and U.S. states: Newfoundland, Prince-Edward Island, New Brunswick, Nova Scotia, Quebec, Ontario, Maine, New Hampshire, Vermont, New York, Massachusetts, Connecticut, Rhode Island, New Jersey, Pennsylvania, Ohio, Michigan, Illinois, Indiana, Kentucky, West Virginia, Virginia, Washington DC, Delaware, Maryland. The Company granted Blue Spike a right of first refusal to act as exclusive agent for the distribution and sale of its products in other new territories.

On April 1, 2016, BBII amended the Distribution agreement (the "Amendment") with Blue Spike to clarify certain of the business terms regarding the margins, pricing and distribution networks.

Subject to Blue Spike's approval, the Company may sell 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 but not to exceed 50% of the sale price. 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 will automatically renew for an additional five-year term unless either party notifies the other of its intention not to renew 180 days prior to the expiration of the initial term.

On March 1, 2015, BBII entered into a five-year manufacturing and distribution agreement (the "CBB 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. The CBB Agreement grants CBB the right to manufacture Broken 7 beer in accordance with certain minimum and production capacities set forth in the Agreement. Proceeds, if any, from the sale of BBI products will be retained by CBB as compensation for its services. Unless earlier terminated by BBII's bankruptcy, insolvency or sale of its business or assets or the gross misconduct or negligence of CBB, the Agreement will automatically renew for an additional five-year term unless either party notifies the other of its intention not to renew 180 days prior to the expiration of the initial term.

On April 1, 2016, BBII amended the manufacturing and distribution agreement (the "Amendment") with Blue Spike to clarify certain of the business terms regarding the margins, pricing and distribution networks.

The Distribution Agreement and the CBB Agreement were terminated on March 2, 2018.

Industry Background

Based on the most recent data available from the Government of Canada's Department of Agriculture and Agri-food Canada, Canadian brewers today hold an 89% share of the domestic beer market. In 2012, 242 establishments were operating in Canada with the majority in Ontario (90), British Columbia (68) and Quebec (49). The industry generated revenues of $4.9 billion, and employed 9,081 people. Sales of beer in Canada totaled 2.3 billion liters in 2013, with 2.0 billion liters representing Canadian beer. The beer industry is dominated by three major multinational companies who control approximately 90% of retail sales. Given the growing consumer interest in international beer selection, the industry is a net importer of beer, with imports amounting to $671.2 million in 2014 and exports of $215.4 million in the same year. The United States accounts for 96% of exports and the majority of imports come from the United States (25%), followed by the Netherlands (19%), Mexico, Belgium, and the United Kingdom. Between 2004 and 2012, sales of goods manufactured by the Canadian beer industry increased 11.6% from $4.4 billion to $4.9 billion. During the same period, exports of beer declined at an average annual rate of 4.1%, imports had an average annual growth rate of 6.8%. Imports as a percentage of the domestic market increased slightly from 8% in 2004, up to 11.4% in 2012. In 2012, direct employment returned to 2004 levels with just over 9,000 employees. In recent years the craft beer industry has experienced resurgence. Even as per capita beer consumption dropped, sales and consumption of craft beers have been on the rise

According to the 2015 Annual Statistical Bulletin released from Beer Canada, a voluntary trade association based in Ottawa, Ontario, in 2014 Canadians enjoyed over 22 million hectoliters (hL) of beer. Canadian beer accounts for 84% of this figure, totaling 18,944,275 hL, a decrease of 1.2% compared to 2013. Imported beer sales increased by 3.7% in 2014 to a total of 3,571,558 hL. Since 2009 the Canadian beer category has declined by 795,295 hL or 3.4%. The number of licensed breweries in Canada has risen almost 70% over the past five years to 520 operating in 2014. Over half of these breweries make their products in Ontario and Québec. For years the Canadian beer industry has held an impressive environmental record in terms of brewing plant operations and control of packaging. An average of 99% of beer bottles are returned in Canada. Increasing can sales show the container rose to a 51.1% share of the domestic packaged beer market in 2014. Draught sales grew slightly by 0.20% and bottle sales fell 3.8%. Total (domestic + imported) wine sales increased by 2.2% between 2013 and 2014. Coolers and spirit sales increased by 0.5% and 0.2% respectively. Consumer Price Index figures from Statistics Canada show Canada's overall inflation in 2014 rose by 2.0%. In the beverage alcohol category, beer and spirits prices rose while wine prices fell. Retail prices for beer and spirits increased 1.1% and wine prices decreased 0.2%. Domestic consumption of Canadian and imported beer in 2014 stood at 64.35 liters per person based on total population. At the provincial level, per capita consumption is highest in Newfoundland at 79.39 liters. Québec and Alberta have the second and third highest per capita consumption at 72.27 and 68.15 liters respectively.

According to the latest statistics from the Brewers Association in the U.S., craft beer sales volume increased 12.8% to 24.1 million barrels of beer in 2015 over 2014, reaching 12.2% of the total market share of beer sales. The craft beer market reached $22.3 billion, which represents dollar sales growth of 16% in 2015 over 2014. In terms of U.S. beer production volume, craft beer increased 13% in 2015 over 2014, and the number of craft breweries increased 18.1% to 4,225 in 2015 over 2014.

Small and independent American craft brewers contributed $55.7 billion to the U.S. economy in 2014. The figure is derived from the total impact of beer brewed by craft brewers as it moves through the three-tier system (breweries, wholesalers and retailers), as well as all non-beer products like food and merchandise that brewpub restaurants and brewery taprooms sell.

The craft beer industry in the U.S. also provided more than 424,000 jobs, with more than 115,000 jobs directly at breweries and brewpubs, including serving staff at brewpubs.

Business Strategy

We brew, market and sell a craft beer brand called Broken 7, which is brewed in Quebec, Canada. Craft beer is defined as a beer with a distinctive flavor, produced in small quantities and distributed in a particular region. Current Broken 7 product lineup includes Blonde Ale 500ml bottles, Blonde Ale 30L kegs, Blonde Ale 50L kegs, IPA 500ml bottles, IPA 30L kegs, IPA 50L kegs.

Community events to date include: Adidas Montreal, St. Patrick's Day Prohibition, St. Patrick's Day BierMarkt, Lancement Atelier Le Gymnase, BierMarkt Staff Party, Les Houblonneries, Broken 7 Takeover, Meat the Street, Exposition Jake Bannon Neon Stores & Broken 7, Portes Ouvertes Enterprises, Vernissage David Bicari, Brasserie Biere Brisset Spring Cleaning, Kick Off Party Les Princes, Tournois Les Princes, Surf Swap, Degustation chez Les Technologies Seedbox, 1er Juillet - Chez Dallaire & Broken 7.

Beer Festivals to date include: Mondial de la Biere, Festibere de Gatineau.

Broken 7 is the official beer of Ca Va Brasser for the 2016 season. Ca Va Brasser is a TV show which profiles microbreweries in Quebec and is aired on the French-language television network, V. As a cross promotion with Ca Va Brasser, Broken 7 created an exclusive, limited edition flavor of beer (Pale Ale) for sale in participating Metro stores across Quebec.

The central elements of our business strategy include:

·	Develop great tasting beers with vintage labels inspired by Kölsch Pilsners and American-style India Pale Ales.

·	Engage our contract brewer to produce, bottle, distribute, and label our Broken 7 products, which allows us to focus on sales and marketing.

·	Target retail chains, grocery outlets, independent craft beer stores, and on-premise accounts.

·	Implement an aggressive retail distribution program focused on approximately 1,500 stores across Quebec.

·	Display and promote Broken 7 in retail chains that make our products accessible to consumers.

·	Access independent craft beer stores and negotiate premium fridge shelf position to attract consumer attention.

·	Activate the brand in on-premise market campaigns.

·	Promote the brand through social media.

·	Participate in Quebec's beer festivals to promote the brand and connect with the target consumer.

·	Strategically price Broken 7 products at a premium level to give the retailers stronger margins to push and create promotions.

Brand Overview

The naming of our flagship brand Broken 7 is based on a sports analogy with the number 7 representing the seventh member of a sports team. We market Broken 7 to consumers by using the strong connections between the brewing and sports industries.

Broken 7 Blonde Ale is an ale inspired by the Kölsch beers of Cologne, Germany. It uses Pilsner toasted wheat, carafoam malt, and Halertau hops. We believe it is an easy drinking craft beer packaged with a vintage label that appeals to consumers.

Broken 7 IPA is an India Pale Ale brewed in the American style. It uses Cascade, Chinook, and Citra hops, and Canadian Two Row and Crystal 75 malts. We believe that the result is a smooth and bitter IPA that is well-balanced, and full of character. Like the Blonde Ale, it is packaged with a vintage label that we believe appeals to consumers.

Operations

Brewing Facilities

We do not intend to have our own brewery. Our strategy is to hire contract brewers.

On December 2, 2014, the Company entered into a manufacturing and distribution agreement with Blue Spike, which grants Blue Spike the exclusive right to manufacture and act as its agent to distribute and sell its Broken 7 bottled beer and keg products in certain designated Canadian provinces and nineteen states in the U.S.

On March 1, 2015, the Company entered into a manufacturing and distribution agreement with CBB to help bring to market and test new beer recipes. Proceeds, if any, from the sale of our beers are retained by CBB as compensation for its services.

On April 1, 2016, BBII amended the manufacturing and distribution agreement to clarify several sections of the agreement, include new Broken 7 products, and include the updated BBII Margins for new Broken 7 products.

We believe that by using contract brewers to produce, bottle, distribute, and label Broken 7 products, we have been able to reach initial sales much earlier and with less initial capital investment than if we had built our own brewing plant. Hiring contract brewers has also allowed us to focus our efforts on sales and marketing of our brand.

The Distribution Agreement was terminated on March 2, 2018.

Packaging

We currently sell Broken 7 Blonde Ale and Broken 7 IPA in 500 milliliter bottles, 30-liter kegs, and 50-liter kegs. We are also testing new Broken 7 recipes in 50-liter kegs. In the future, we have plans to distribute Broken 7 products in 473-milliliter cans.

Quality Control

Our quality control panel meets at the time each brew is complete. The panel tastes each batch to ensure we deliver the best beer we can. The panel consists of three experienced brewers, our president and a representative of the contract brewer.

Ingredients and Raw Materials

Broken 7 Blonde Ale is an ale inspired by the Kölsch beers of Cologne Germany, and uses Pilsner toasted wheat, carafoam malt, and Halertau hops. Broken 7 IPA is an American-style India Pale Ale that uses Cascade, Chinook, and Citra hops and Canadian Two Row and Crystal 75 malts. The Company has contracted out services to a contract brewer who is responsible for acquiring the ingredients and raw materials for the two beers we sell. The Company has also contracted out services to another contract brewer who is responsible for acquiring the ingredients and raw materials for the beer recipes that we test.

Distribution

In the province of Quebec, the distribution system is direct from the brewery to the retailer. With limited exceptions, all brewers in the United States are required to sell their beers to independent wholesalers, who then sell the beers to retailers. The Company contracts out services to Blue Spike for brewing, labeling and distribution of our bottled products and kegs. Blue Spike delivers beer to vendors on behalf of the Company, collects the proceeds from sale, and then pays the Company the respective commission. Broken 7 is currently sold in Quebec, Canada.

Sales and Marketing

We have five main marketing programs for Broken 7.

Online. We believe that our online communications program increases Broken 7's visibility to consumers. The purpose of the online communication program is to direct consumers to the Broken 7 website. The address of our website is www.brissetbeer.com. The website includes a store locator that informs consumers of the closest retailer that carries Broken 7. The web site also hosts an online shop that offers t-shirts, hats, glasses and many other branded materials. We also use social media to communicate information, events, pictures, videos and other brand relevant information to consumers.

Events. We promote Broken 7 at on-premise events such as "happy hour" where consumers and on-premise staff will have the opportunity to learn about and sample Broken 7 products. In addition, we participate in Quebec's major beer festivals in order to directly connect with consumers to build brand awareness and consumer relationships.

3.	Ambassador Program. We have established relationships with key influencers in the province of Quebec to represent the spirit of the brand. Key influencers are individuals who attend industry events and promote the Broken 7 brand at on-premise locations.

In-store promotion. The Company has contracted out services to a contract brewer who is responsible for brewing, bottling, labelling and distributing Broken 7 bottled products and kegs. With the help of our contract brewer we distribute Broken 7 in retail stores, in Quebec, Canada. Such stores may have periodic promotions such as in-store displays, contest promotions, and price incentives.

5.	Test product promotion. The Company has contracted out services to a contract brewer to help bring to market and test new recipes for Broken 7 in 50-liter kegs. With the help of our contract brewer we promote and test new recipes with our consumers to evaluate drinker interest.

Seasonality

Our sales generally reflect a degree of seasonality, with the first and fourth quarters exhibiting low sales levels compared to the second and third quarters.

Competition

We compete in the craft brewing market as well as in the much larger alcoholic beverage market, which encompasses domestic and imported beers, flavored alcohol beverages, spirits, wine and ciders.

The craft beer segment is increasingly competitive due to the proliferation of small craft brewers, including contract brewers, and the large number of products offered by such brewers. Craft brewers have also encountered more competition as their peers expand distribution. Competition also varies by regional market. Depending on the local market preferences and distribution, we expect to encounter strong competition from microbreweries, regional specialty brewers and several national craft brewers that include Sleeman, Unibroue, McAuslan and Brasseurs du Nord. Because of the large number of participants and number of different products offered in this segment, the competition for packaged product placements and especially for draft beer placements has intensified. Also, many brewers will have greater financial and other resources than we have. We believe our competitive advantages include attractive labeling and bottle design, social media communication, and promotional events where samples of Broken 7 are made available.

We also compete against imported brands, such as Heineken, Corona Extra and Guinness which have significantly greater financial resources than we have. Although imported beers currently account for a greater share of the Canadian and U.S. beer market than craft beers, we believe that craft brewers possess certain competitive advantages over some importers, including lower transportation costs, no importation costs, proximity to and familiarity with local consumers, product freshness, eligibility for lower federal excise taxes and absence of currency fluctuations.

In response to the growth of the craft beer segment, many domestic national brewers have introduced fuller-flavored beers, including well-funded significant product launches in the wheat category. While these product offerings are intended to compete with craft beers, many of them are brewed according to methods used by these brewers in their other product offerings. The major national brewers, Molson Coors, Labatt, and Sleeman Breweries Ltd. have significantly greater financial resources than us and have access to a greater array of advertising and marketing tools to create product awareness. Although increased participation by national brewers increases competition for market share and can heighten price sensitivity within the craft beer segment, we believe that their participation may tend to increase advertising, distribution and consumer education and awareness of craft beers, and thus may ultimately contribute to further growth of this industry segment.

In the past several years, many major distilled spirits producers and national brewers have introduced flavored alcohol beverages in the higher-priced end of the malt beverage industry such as Smirnoff Ice and Mike's Hard Lemonade. We believe sales of these products, along with strong growth in the imported and craft beer segments of the malt beverage industry, contributed to an increase in the overall Canada and U.S. alcohol market. We believe that these products are particularly popular in regions and markets where we hope to sell our products.

We also believe that the competitive environment in Canada and the U.S. is such that large domestic brewers are trying to grow market share by purchasing small craft breweries.

Regulation

Any craft brewed beer that we market and sell in Canada will be subject to government regulations in Canada.

Food and Drugs Act

Health Canada is responsible for establishing standards for the safety and nutritional quality of all foods sold in Canada. The department exercises this mandate under the authority of the Food and Drugs Act and pursues its regulatory mandate under the Food and Drug Regulations.

All health and safety standards under the Food and Drug Regulations are enforced by the Canadian Food Inspection Agency ("CFIA"). The CFIA is also responsible for the administration of non-health and safety regulations concerning food packaging, labeling and advertising.

The Food and Drug Regulations set out conditions regarding health, quality, composition and labeling requirements that would apply to breweries just as they would to other food and beverage manufacturers so that consumers will have confidence in the safety of the products they purchase.

The CFIA and the provincial liquor boards work together to ensure that alcoholic beverages, including beer, conform to Canadian safety standards (for alcohol content, toxins, etc.) under the Food and Drugs Act before being approved for sale in Canada.

Consumer Packaging and Labelling Act

The Consumer Packaging and Labelling Act, also enforced by the CFIA, requires that packaged foods either imported or made in Canada, must not bear any false or misleading information regarding their origin, quality, performance, net weight or quantity.

Mandatory Nutrition Labelling

On December 12, 2007, nutrition labelling became mandatory on most pre-packaged products. Exemptions (including beverages with an alcohol content of more than 0.5%) can be found in section [B.01.401(2)] of the Food And Drug Regulations. Products lose their exemption status if a health claim or nutrient content claim is made.

Agreement on Internal Trade

The Agreement on Internal Trade (under Chapter 10 - Alcoholic Beverages) has laid out a framework for non-discriminatory treatment of alcoholic beverages which has resulted in a number of inter-provincial trade barriers being addressed and efforts to avoid the creation of new barriers.

Importation of Intoxicating Liquors Act

Along with federal regulation, Canadian breweries are regulated provincially. This provincial authority stems from a federal statute, the Importation of Intoxicating Liquors Act, which requires that all liquor (including beer) imported into Canada be brought in through a provincial or territorial liquor board located within each province and territory in Canada. The provincial and territorial governments are also responsible for regulating and controlling the sale of liquor within their respective jurisdictions. Provincial and territorial governments, through their liquor control acts, issue licenses to brew or sell beer in their jurisdictions. Applications are available through provincial or territorial liquor control boards.

The provincial and territorial liquor boards collect federal and provincial duties and taxes on alcohol products, and then add their own mark-up prior to sale of the product. Advertising and marketing of beer are also closely controlled. However, these regulations vary between provinces and territories.

Most provinces in Canada have established minimum prices for all alcoholic beverages, including imports, to prevent the sale of alcohol at prices that would encourage over-consumption.

Excise Act

Taxes comprise both a federal excise duty, which is a federal levy imposed at the production stage on domestically-produced products such as spirits, beer and tobacco, and provincial ad valorem and volume taxes. These taxes and duties represent the single largest cost category to a brewing operation. Provincial sales tax and the federal goods and services tax are added at retail.

The federal excise tax system for alcoholic beverages presently in effect in Canada imposes duties on beer produced in Canada when it is shipped from the brewery to provincial liquor board warehouses or industry-owned stores. The excise duty on imported beer is calculated from the point where beer is imported and received into liquor board 'bonded' warehouses, but does not become due until the beer is shipped to the point of retail sale. This imposition point eliminates competitive distortions between domestic and imported beer, and between beer and other alcoholic beverages.

In Quebec, under the regulatory agency RACJ (regie d'alcool des courses et des jeux), a brewer's license includes the right to warehouse and distribute beer and to sell directly to licensed retailers such as on-premise accounts, retail and grocery chains.

We have a contract brewing agreement with a contract brewer. The contract brewers assume the responsibility to abide by all national and regional regulations. Our management works with the contract brewer to ensure we are in compliance with all regulations.

Intellectual Property

We have obtained Canadian trademark registration on our flagship brand Broken 7. We hope to obtain trademark registration for Broken 7 in other countries in the future.

We believe that our Broken 7 brand has substantial value and is an important factor in the marketing of our products. We are not currently aware of any infringing uses that will affect the development of our business or any prior claim to the trademarks that would prevent us from using our trademarks in our business.

Employees

We currently have two employees, Stephane Pilon, who is a full-time employee and one other, full-time promotional representative. Our other officer and director provides planning and organizational services for us on a part time basis.

Subsidiaries

We have two wholly-owned subsidiaries: Buckeye Oil & Gas (Canada), Inc., incorporated in the province of Alberta, Canada and Biere Brisset International, Inc., incorporated in the province of Quebec, Canada.

Subsequent Events

On March 2, 2018, BBII and Blue Spike entered into a Mutual Discharge Agreement (the "Termination Agreement"), pursuant to which the parties mutually agreed to terminate their Distribution Agreement, dated December 2, 2014, and amended on April 1, 2016 (the "Distribution Agreement"). The effective date of the Termination Agreement was March 2, 2018.

The parties chose to terminate the Distribution Agreement due to the Company's lack of sufficient sales Broken 7.

Pursuant to the Termination Agreement, the Company paid Blue Spike an aggregate of $5,979, including Blue Spike's outstanding invoices aggregating $3,700, sales commissions from September to December 2017 and applicable taxes.

There were no material early termination penalties incurred by the Company or BBII in connection with the termination of the Distribution Agreement.

Item 1A. Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the following factors and other information in this prospectus before deciding to invest in our company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment.

Risk Factors Relating to Our Company

1.	Our independent auditor has issued a going concern opinion after auditing our May 31, 2017 financial statements. Our ability to continue is dependent on our ability to raise additional capital and our operations could be curtailed if we are unable to obtain required additional funding when needed.

At May 31, 2017, we had only $1,885 in cash on hand, a net loss of $493,405 and a stockholders' deficit of $1,981,186. We will be required to expend substantial amounts of working capital in order to market, distribute and sell our Broken 7 brand of craft beer. Our operations were funded entirely from capital raised from our private offering of securities from May 2010 through May 2017. Our current operations have been funded entirely from capital raised from our private offering of securities from February 2014 through December 2015, as well as additional funding received in 2017 through the issuance of convertible notes and stock issuances. 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. 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.

We are an early stage company with limited operating history in craft brewing and to date we have focused primarily on establishing our operations, all of which raises substantial doubt as to our ability to successfully develop profitable business operations and makes an investment in our common shares very risky.

We are an early stage company and we have produced and sold limited quantities of craft beer from our current operations. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered in establishing a business in the craft brewing industry. We began generating revenues from operations in September 2014 and have been focused on start-up and fund raising activities. Since we have generated limited revenues, we will have to raise additional capital to fund our operations for the next twelve months, which we may do through loans from existing shareholders, the sale of our equity securities or a strategic arrangement with a third party in order to continue our business operations. However, we currently do not have any agreements with potential lenders or strategic arrangements in place. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors, including:

·	our ability to raise adequate working capital;

·	success of our production, sales and marketing efforts;

·	demand for our product;

·	the level of our competition;

·	our ability to attract and maintain key management and employees; and

·	our ability to efficiently produce, distribute and sell sufficient quantities of our beer to obtain profitable operations while maintaining quality and controlling costs.

To achieve profitable operations, we must, alone or with others, successfully execute on the factors stated above. If we are not successful in executing any of the above stated factors, our business will not be profitable and may lose revenue, which makes our common stock a less attractive investment and may harm the trading of our common stock, if a market ever develops.

We have only generated limited revenues to date. Unless and until our craft beer brewing, distribution and sales program is successful in achieving profitable operations, we will need to raise a substantial amount of additional capital in order to fund our operations for the next twelve months and in order to execute our business plan. If the prospects for our business plan are not favorable or the capital markets are tight, we would not be able to raise the necessary capital and we will not be able to execute our business plan, which would likely cause shares of our common stock to become worthless.

As of May 31, 2017, our cash on hand was $1,885. Our current operations have been funded entirely from capital raised from our private offering of securities from February 2014 through December 2015, as well as additional funding received in 2017 through the issuance of convertible notes and stock issuances. We will require additional funds to achieve our current business strategy and our inability to obtain additional financing will interfere with our ability to develop our business. Current cash on hand is insufficient to fund all of our anticipated operating needs for the next twelve months. As we have not yet generated enough revenues to successfully achieve profitable operations, we will require substantial additional capital to fund our operations for the next twelve months and in order to pursue our business plan. Because we currently generate limited cash flow from operations we need to raise additional capital, which may be in the form of loans from current shareholders and/or from public and private equity offerings. Our ability to access capital will depend on our success in implementing our business plan. It will also be dependent upon the status of the capital markets at the time such capital is sought. Any such financing may not be on favorable terms and may be dilutive to current shareholders. Should sufficient capital not be available, the development of our business plan could be delayed and, accordingly, the implementation of our business strategy would be adversely affected. In such event it would not be likely that investors would obtain a profitable return on their investments or a return of their investments at all.

4.	We are heavily dependent on contracted third parties. The inability to identify and obtain and maintain the services of third party contractors would harm our ability to execute our business plan and continue our operations until we found a suitable replacement.

We do not have our own brewing facilities. We rely on third parties to contract brew and distribute our craft beer and to test new craft beer recipes. We are dependent on the continued services of third parties to brew our beer. Our success is also heavily dependent on our ability to attract and retain experienced sales and marketing staff. If we were unable to obtain and maintain the services of third party contractors to brew and distribute our craft beer, our ability to execute our business plan would be harmed and we may be forced to cease operations until such time as we could hire suitable contractors.

5.	Manufacturing prices of Broken 7 bottled products and kegs can increase significantly which could erode operating margins, and adversely impact financial results.

The cost of producing Broken 7 bottled products and kegs by our contract brewer can increase significantly based on a number of factors which can include but are not limited to fermentation time, daily capacity, minimum orders and the equipment used by Blue Spike for the manufacturing of products, as well as the costs of raw materials and ingredients used for the brewing and bottling process. Our manufacturing and distribution agreement states that an increase in the cost of any raw material will be effective on the Company's products manufactured by Blue Spike from the date of implementation of the price change by Blue Spike's suppliers. This can result in a sudden increase in costs which could erode operating margins and adversely impact our financial results.

6.	Our third party contract brewer also produces beer for our competitors, which leads to conflict of interest.

We do not have exclusivity with the brewer with which we contract and such brewer also produces beer for our competitors. As a result, there may be times in the future where our current or future contract brewers elect to brew our competitors' beer rather than ours. This situation may arise if our contract brewers are confronted with capacity issues. While we intend on monitoring our contract brewers' ability to fulfill their obligations to us we cannot guarantee that conflicts will not arise in the future. If such a conflict resulted in our contract brewers not supplying us with sufficient volume of our product to meet our sales obligations we would be faced with a number of operational tasks, including establishing and maintaining our own brewing facilities or sourcing another contract brewer. Such an undertaking would require significant effort and substantial time to complete, during which the distribution of our products could be impaired.

7.	If we are unable to gauge trends and react to changing consumer preferences in a timely manner, our sales and market share will decrease.

The costs and management attention involved in maintaining an innovative brand portfolio are expected to be significant. If we have not gauged consumer preferences correctly, or are unable to maintain consistently high quality beers as we develop new brands, our overall brand image may be damaged. If this were to occur, our future sales, results of operations and cash flows would be adversely affected.

8.	Increased competition could adversely affect sales and results of operations.

The craft brewing market is highly competitive, as well as the much larger specialty beer category, which includes the imported beer segment and fuller-flavored beers offered by major national brewers. We will also face competition from producers of wine, spirits and flavored alcohol beverages offered by the larger spirit producers and national brewers. Increased competition could adversely affect sales and results of operations.

9.	Our business is sensitive to reductions in discretionary consumer spending.

Consumer demand for luxury or perceived luxury goods, including craft beer, can be sensitive to downturns in the economy and the corresponding impact on discretionary spending. Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions, job losses and the resultant rising unemployment rate, perceived or actual disposable consumer income and wealth, and changes in consumer confidence in the economy, could significantly reduce customer demand for craft beer. Furthermore, our consumers may choose to replace our products with the fuller-flavored national brands or other more affordable, although we believe, lower quality, alternatives available in the market. Any such decline in consumption of products we may offer in the future would likely have a significant negative impact on our operating results.

10.	Changes in consumer preferences or public attitudes about alcohol could decrease demand for our products.

If consumers were unwilling to accept our products or if general consumer trends caused a decrease in the demand for beer, including craft beer, it would adversely impact our sales and results of operations. There is no assurance that the craft brewing segment will continue to experience growth in future periods. If the markets for wine, spirits or flavored alcohol beverages continue to grow, this could draw consumers away from the beer industry in general and our products specifically and have an adverse effect on our sales and results of operations. Further, the alcoholic beverage industry has become the subject of considerable societal and political attention in recent years due to increasing public concern over alcohol-related social problems, including drunk driving, underage drinking and health consequences from the misuse of alcohol. As an outgrowth of these concerns, the possibility exists that advertising by beer producers could be restricted, that additional cautionary labeling or packaging requirements might be imposed or that there may be renewed efforts to impose, at either the federal or state level, increased excise or other taxes on beer sold in Canada and the United States. If beer in general were to fall out of favor among domestic consumers, or if the domestic beer industry were subjected to significant additional governmental regulation, it would likely have a significant adverse impact on our financial condition, operating results and cash flows.

11.	We are subject to governmental regulations affecting our business.

Provincial and local laws and regulations govern the production and distribution of beer, including permitting, licensing, trade practices, labeling, advertising and marketing, distributor relationships and various other matters. A variety of provincial and local governmental authorities also levy various taxes, license fees and other similar charges and may require bonds to ensure compliance with applicable laws and regulations. Certain actions undertaken by us may cause governmental authorities to revoke its license or permit, restricting our ability to conduct business. One or more regulatory authorities could determine that we have not complied with applicable licensing or permitting regulations or have not maintained the approvals necessary for us to conduct business within our jurisdiction. If operations were unavailable or unduly delayed, or if any permits or licenses that we may obtain were to be revoked, our ability to conduct business may be disrupted, which would have a material adverse effect on our financial condition, results of operations and cash flows.

12.	The craft beer business is seasonal in nature, and we are likely to experience fluctuations in results of operations and financial condition.

Sales of craft beer products are somewhat seasonal, with the first and fourth quarters historically being lower and the rest of the year generating stronger sales. Sales volume may also be affected by weather conditions and selling days within a particular period. If an adverse event such as a regional economic downturn or poor weather conditions should occur during the second and third quarters, the adverse impact to our revenues would likely be greater as a result of the seasonal business.

13.	Changes in laws regarding distribution arrangements may adversely impact our operations.

Governmental authorities may enact legislation that significantly alters the competitive environment for the beer distribution industry. Any such change in the competitive environment could have an adverse effect on our future sales and results of operations.

14.	We may experience a shortage of kegs necessary to test recipes and distribute draft beer.

We test recipes and distribute our draft beer in kegs that are owned by us as well as leased from a third-party vendor. During periods when we experience stronger sales, we may need to rely more on leased kegs from third-party vendors to address the additional demand. If shipments of draft beer increase, we may experience a shortage of available kegs to fill sales orders. If we cannot meet our keg requirements through either lease or purchase, we may be required to delay some draft shipments. Such delays could have an adverse impact on sales and our relationships with wholesalers.

15.	We are currently focused on the brewing, selling and marketing of a single brand of craft beer. Our advertising and promotional investments may not be effective.

Our craft beer efforts are currently focused on a single brand of craft beer, Broken 7. The brewing, distributing and selling of a new craft beer is extremely risky. We can provide investors with no assurance that Broken 7 will ever establish itself in the marketplace nor can we provide any assurance that we will ever establish profitable operations. Few brands of craft beer are ever ultimately profitable and seldom result in successful brands. We have made, and expect to continue to make, significant advertising and promotional expenditures to enhance our brand. These expenditures may not result in higher sales volume and may adversely affect the Company's results of operations in a particular quarter or even for the full year. Furthermore, we can provide investors no guarantee that these expenditures will be effective in building brand equity or growing long-term sales. If our advertising and promotional investments fail, any money spent on brand development would be lost, which may have a material adverse effect on the Company's results of operations, cash flows and financial position.

16.	We may fail in our efforts to develop, test, and bring to market new line extensions for Broken 7.

We currently test brew different beer recipes to evaluate drinker interest through our manufacturing and distribution agreement with CBB. We can provide investors with no assurance that these recipes will appeal to consumers nor can we provide assurance that they will ever be produced commercially. Very few recipes of craft beer ever ultimately reach the commercial development stage. If we fail in our efforts to develop, test, and bring to market new line extensions for Broken 7, any money spent on development would be lost, which may have a material adverse effect on the Company's results of operations, cash flows and financial position.

17.	We may not be able to compete with current and potential craft beer companies, most of whom have greater resources and experience than we do in developing craft beer brands. As a result, we may fail in our ability to develop our business.

The craft beer business is intensely competitive, highly fragmented and subject to rapid change. We may be unable to compete successfully with established or new beer companies which may have significantly greater personnel, financial, managerial, and technical resources than we do. This competition from other companies with greater resources and reputations may result in our failure to establish, maintain or expand our business.

18.	Both of our officers and directors own and operate competing craft beer businesses. Their other activities may involve a conflict of interest with regard to business opportunities for our company.

Our officers and directors are not required to work exclusively for us. In fact, both of our officers and directors own and operate other craft beer companies. Therefore, it is possible that a conflict of interest with regard to them presenting business opportunities to our Company may occur. Also, due to the competitive nature of the craft beer business, the potential exists for conflicts of interest to occur from time to time that may adversely affect our business interests. Both of our officers and directors may have a conflict of interest in helping us identify and access to markets, personnel, investments or other business opportunities that the other companies they own may have an interest. As a result, a business opportunity that may benefit our business may not be brought to our attention as that opportunity may be presented to one of their other companies.

19.	Since our officers and directors work part-time for other companies, their other activities for those other companies may involve a conflict of interest with regard to the amount of time they dedicate to our business.

Our officers and directors are not required to work exclusively for us and do not devote all of their time to our operations. Therefore, it is possible that a conflict of interest with regard to their time may arise based on their work for such other companies. Their other activities may prevent them from devoting time to our operations, which could slow our operations and may reduce our financial results because of the slowdown in operations. It is expected our principal executive officer will devote approximately thirty hours per week to our operations on an ongoing basis, and when required will devote additional hours.

20.	Because we have not yet adopted a code of ethics, our stockholders may have limited protections against wrongdoing and unethical conduct by our senior officers.

We have not as yet adopted a code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions as required by the Sarbanes-Oxley Act of 2002 due to our small size and limited resources.

A "code of ethics" is a written standard that are reasonably designed to deter wrongdoing and to promote:

·	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·	full, fair, accurate, timely and understandable disclosure in reports and documents that the public company files with, or submits to, the SEC and in other public communications made by the company;

·	compliance with applicable governmental laws, rules and regulations;

·	prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

·	accountability for adherence to the code.

The absence of such code of ethics may result in less protection against unethical conduct, conflicts of interest, compliance, reporting and similar matters that could adversely affect our business and operations.

21.	Our principal shareholders own a controlling interest in our voting stock and investors will not have any voice in our management, which could result in decisions adverse to our general shareholders.

Our principal shareholders who are also our only officers and directors beneficially own collectively approximately 89% of our outstanding common stock. As a result, these shareholders will have the ability to control substantially all matters submitted to our stockholders for approval including:

·	election of our board of directors;

·	removal of any of our directors;

·	amendment of our Articles of Incorporation or bylaws; and

·	adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

As a result of their ownership, our principal shareholders are able to influence all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. In addition, it is possible for our principal shareholders may sell or otherwise dispose of all or a part of their shareholdings which could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of your investment in the Company may decrease. The controlling shareholders' stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

22.

We have two employees, our principal executive officer, who will work approximately thirty hours per week on our business and a full-time promotional representative. Consequently, we may not be able to monitor our operations and respond to matters when they arise in a prompt or timely fashion. Until we have additional capital or generate more than limited revenue, we will have to rely on consultants and service providers, which will increase our expenses and increase our losses.

We have two employees, our principal executive officer, who will work on our business thirty hours per week and a full-time promotional representative. We have a limited ability to monitor our operations, as well as a limited ability to respond to inquiries from third parties, such as regulatory authorities or potential business partners. Though we may rely on third party service providers, such as accountants and lawyers, to address some of our matters, until we raise additional capital or generate more than limited revenue, we will have to rely on consultants and third party service providers to monitor our operations, which will increase our expenses and may have a negative effect on our results of operations.

RISK FACTORS RELATING TO OUR COMMON STOCK

23.	We may, in the future, issue additional common stock, which would reduce investors' percent of ownership and may dilute our share value.

Our Articles of Incorporation authorizes the issuance of 500,000,000 shares of common stock, par value $0.0001 per share, of which 9,863,000 shares are currently issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

24.	Our principal shareholders may decide to sell their shares in the Company, reducing the price you may receive upon a sale.

Our principal shareholders, who are also our only officers and directors, beneficially own approximately 89% of our outstanding common stock. If and when they sell their shares in the market, such sales by our principal shareholders within a short period of time could adversely affect the market price of our common stock if the marketplace does not orderly adjust to the increase in the number of shares in the market. This will result in a decrease in the value of your investment in the Company.

25.	Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information and investment experience objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

26.	Because we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them at a price higher than that which they initially paid for such shares.

27.	Currently there is no public market for our securities, and there can be no assurances that any public market will ever develop and if a market develops it is likely to be subject to significant price fluctuations.

There has not been any established trading market for our common stock, and there is currently no public market whatsoever for our securities. There can be no assurances as to whether:

·	any market for our shares will develop;

·	the prices at which our common stock will trade; or

·	the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Prices for our common stock will be determined in the marketplace, are likely to fluctuate significantly and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of our company and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

28.	If a market develops for our shares, sales of our shares relying upon Rule 144 may depress prices in that market by a material amount.

The majority of the outstanding shares of our common stock held by present stockholders are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement, such as this one (for the shares registered hereunder) or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. On November 15, 2007, the SEC adopted changes to Rule 144, which, shortened the holding period for sales by non-affiliates to six months (subject to extension under certain circumstances) and removed the volume limitations for such persons. The changes became effective in February 2008. Rule 144 provides in essence that an affiliate who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed 1% of a company's outstanding common stock. The alternative average weekly trading volume during the four calendar weeks prior to the sale is not available to our shareholders being that the Over-the-Counter Bulletin Board is not an "automated quotation system" and, accordingly, market based volume limitations are not available for securities quoted only over the Over-The-Counter Bulletin Board. As a result of the revisions to Rule 144 discussed above, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for a period of six months, if we have filed our required reports. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of our common stock in any market that may develop.

29.	We may be exposed to potential risks resulting from requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

As a public company, we are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting We expect to incur significant continuing costs, including accounting fees and staffing costs, in order to maintain compliance with the internal control requirements of the Sarbanes-Oxley Act of 2002. Development of our business will necessitate ongoing changes to our internal control systems, processes and information systems. Currently, we have no employees, and two officers and directors. As we engage in the development of our business, hire employees and consultants, our current design for internal control over financial reporting may not be sufficient to enable management to determine that our internal controls are effective for any period, or on an ongoing basis. Accordingly, as we develop our business, such development and growth will necessitate changes to our internal control systems, processes and information systems, all of which will require additional costs and expenses.

In the future, if we fail to complete the annual Section 404 evaluation in a timely manner, we could be subject to regulatory scrutiny and a loss of public confidence in our internal controls. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations.

30.	Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than necessary, we have not yet adopted these measures.

None of our directors are independent and we do not currently have audit or compensation committees. As a result, our directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our shareholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

31.	The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 are substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations.

As a public company subject to the reporting requirements of the Exchange Act of 1934, we incur ongoing expenses associated with professional fees including for accounting, legal and other expenses related to annual and quarterly reports and proxy statements and other SEC filings. We estimate that these costs will range up to $141,000 per year for the next few years and will be higher if our business activity increases. As a result, we may not have sufficient funds to grow our operations.

Item 1B. Unresolved Staff Comments

There are no unresolved staff comments.

Item 2. Description of Properties

Corporate Office

We do not own any real property. Our head office is located at 370 Guy Street, Suite G9, Montreal, Quebec, H3J 1S6. We are able to use this office space free of charge as it is the office space we share with the offices of other businesses owned by our principal executive officer. Management believes that our office space is suitable for our current needs.

Item 3. 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 properties are not the subject of any pending legal proceedings.

Item 4. Mine Safety Disclosures

The Company has no mining operations.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Market Information

There has been no market for our securities. Our common stock is quoted on the OTC Markets Pink Sheets under the symbol BBII. However, a market has not yet developed. There is no assurance that a trading market will develop, or, if developed, that it will be sustained.

Security Holders

As of May 31, 2017, there were approximately 45 holders of record of the Company's common stock.

Dividends

The Company has not declared or paid any cash dividends on its common stock nor does it anticipate paying any in the foreseeable future. Furthermore, the Company expects to retain any future earnings to finance its operations and expansion. The payment of cash dividends in the future will be at the discretion of its Board of Directors and will depend upon its earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not have any equity compensation plans.

Recent Sales of Unregistered Securities

On August 22, 2016, we sold a total of 6,000,000 shares of common stock to Stephane Pilon and Pol Bisset for an aggregate of $3,000. Messrs. Pilon and Brisset also received Class A warrants to purchase an aggregate of 3,000,000 shares of our common stock at an exercise price of $0.05 per share and Class B warrants to purchase an aggregate of 3,000,000 shares of our common stock at an exercise price of $0.10 per share. Such warrants expire in five years from the date of issuance and are immediately exercisable on a cashless basis. The entire proceeds have been allocated to common shares.

On September 12, 2016, a private investor exercised warrants to purchase 105,000 shares of common stock for cash at an exercise price of $0.15 per share. The Company received proceeds of $15,750 from this exercise. The entire proceeds have been allocated to common shares.

During the year ended May 31, 2017, the Company issued 150,000 shares of common stock for services provided to the company.

Purchases of Equity Securities by the Company

None

Item 6. Selected Financial Data

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 7. Management's Discussion and Analysis or Plan of Operation

Our Management's Discussion and Analysis contains not only statements that are historical facts, but also forward-looking statements which involve risks and uncertainties and assumptions. Because forward-looking statements are inherently subject to risks and uncertainties, our actual results may differ materially from the results discussed in the forward-looking statements. The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, the audited financial statements and related notes elsewhere in this Annual Report on Form 10-K.

Overview

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

The Year Ended May 31, 2017 compared to the Year Ended May 31, 2016

Revenues

The Company recognized $27,644 in commission revenue for the year ended May 31, 2017 compared to $49,848 in commission revenue for the year ended May 31, 2016, which represented commissions paid to the Company under the Blue Spike manufacturing and distribution agreement. The decrease was due to lower sales of Broken 7 beer.

Net Loss

For the year ended May 31, 2017, our net loss was $493,405 compared to $112,863 for the year ended May 31, 2016. The increase was due mainly to the increase in operating expenses and stock based compensation.

Operating Expenses

Total operating expenses were $516,604 for the fiscal year ended May 31, 2017 compared to $162,711 in the year ended May 31, 2016. Operating expenses for the year ended May 31, 2017 were comprised of General and Administration Fees of $52,524 (2016: $88,683); Professional Fees of $16,052 (2016: $37,252); Office and sundry expenses of $30,286 (2016: $30,432), Rent of $900 (2016: $1,806); Management and Directors' fees of $45,579 (2016: $4,538); and Stock-based compensation of $371,263 (2016: $0).

Liquidity and Capital Resources

We had a cash balance of $1,885 and a stockholders' deficit of $1,981,186 at May 31, 2017. Net cash used in operating activities during the year ended May 31, 2017 was $65,511 compared to $121,488 during the year ended May 31, 2016. In the year ended May 31, 2017, we had net inflows of $14,244 compared to net outflows of $6,138 from changes in accounts payable and accrued liabilities during the year ended May 31, 2016. There were financing activities of $26,250 in 2017 compared to $122,250 received from the issuance of common stock during the year ended May 31, 2016. There were no investing activities for the years ended May 31, 2017 and 2016.

On August 22, 2016, we sold a total of 6,000,000 shares of common stock to Stephane Pilon and Pol Bisset for an aggregate of $3,000.

On February 17, 2017, the Company issued a convertible note for $7,500 proceeds. The Company recorded a debt discount related to the beneficial conversion feature of the note for $7,500. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price and was due on August 17, 2017. The note has not yet been paid and is currently in default.

The funds received from these financings were used primarily to fund the Company's working capital needs. 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 will need 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. During the year ended May 31, 2017, the Company incurred a net loss of $493,405. Since inception on May 11, 2010, the Company has an accumulated deficit of $1,981,186 to May 31, 2017. 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 operations to date have been funded entirely from capital raised from our private offering of securities from May 2010 through May 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, 2017 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.

Critical Accounting Policies

The preparation of financial statements, in conformity with generally accepted accounting principles in the United States of America, requires companies to establish accounting policies and to make estimates that affect both the amount and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require judgments about matters that are inherently uncertain and therefore actual results may differ from those estimates.

A detailed summary of all of the Company's significant accountings policies and the estimates derived therefrom is included in Note 3 to the Company's Consolidated Financial Statements for the year ended May 31, 2017. While all of the significant accounting policies are important to the Company's consolidated financial statements, the following accounting policies and the estimates derived therefrom have been identified as being critical:

·	Revenue Recognition;

·	Impairment of Long-lived Assets;

·	Income taxes; and

·	Foreign currency translation.

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. 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 an unrelated party business will be charged to the Company. The unrelated party business undertakes to pay the said receivable account to the Company without delay once recovered, less the costs of collection and late penalty fees.

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.

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.

Foreign Currency Translation

The functional currency of the Company at May 31, 2017 and May 31, 2016 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.

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 2014-09 - 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.

Off-balance sheet arrangements

We have no off-balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 8. Financial Statements

BRISSET BEER INTERNATIONAL, INC.

Consolidated Financial Statements

May 31, 2017

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Brisset Beer International, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Brisset Beer International, Inc. ("the Company") as of May 31, 2017, and the related statements of operations and comprehensive loss, stockholders' equity, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2017, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Company as of May 31, 2016 were audited by other auditors, whose report dated August 29, 2016, except for Notes 4 and 6 which is dated March 9, 2018, on those statements contained an emphasis of matter paragraph regarding substantial doubt about the Company's ability to continue as a going concern.

Consideration of the Company's Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred net losses and expects those losses to continue until it can achieve profitable operations. This factor raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to this matter are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Fruci & Associates II, PLLC We have served as the Company's auditor since 2018. Spokane, Washington
September 14, 2018

BRISSET BEER INTERNATIONAL, INC.

AUDITED CONSOLIDATED BALANCE SHEETS

	May 31,			May 31,
	2017			2016
ASSETS				(Restated)
Current Assets
Cash and cash equivalents	$	1,885		$	33,655
Trade and Other Receivables		9,800			5,442
Prepaid expenses		-			7,169
Total Current Assets		11,685			46,266

TOTAL ASSETS	$	11,685		$	46,266

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	33,541		$	19,297
Due to Related Parties		20,308			-
Convertible notes, net of $3,232 and $0 debt discount		4,268			-
Total Current Liabilities		58,117			19,297

STOCKHOLDERS' DEFICIT
Common Stock, Par Value $0.0001, Authorized 500,000,000 shares,		986			361
9,863,000 and 3,608,000 shares issued and outstanding at May 31, 2017 and May 31, 2016 respectively
Additional paid in capital		1,454,637			1,396,686
Warrants		470,640			116,703
Accumulated other comprehensive income (loss)		8,492			1,000
Accumulated deficit		(1,981,186	)		(1,487,781	)
Total STOCKHOLDERS' DEFICIT		(46,432	)		26,969

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	11,685		$	46,266

See accompanying notes to the audited consolidated financial statements

BRISSET BEER INTERNATIONAL, INC.

AUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	Year Ended
	May 31,
	2017			2016
				(Restated)
Revenues	$	27,644		$	49,848

Operating Expenses
General and administration		52,524			88,683
Professional fees		16,052			37,252
Office and sundry		30,286			30,432
Rent		900			1,806
Management and Director's Fees		45,579			4,538
Stock based compensation		371,263			-
Total operating expenses		516,604			162,711

Loss from operations		(488,960	)		(112,863	)

Other (Expense) Income
Interest expense		(4,445	)		-
Total other income (expense)		(4,445	)		-

Net loss before taxes		(493,405	)		(112,863	)
Provision for income taxes		-			-
Net loss	$	(493,405	)	$	(112,863	)

Other comprehensive income (loss)		7,492			(2,217	)

Comprehensive Loss		(485,913	)		(115,080	)


Net Loss Per Common Share – Basic and Diluted	$	(0.06	)	$	(0.03	)

Weighted Average Common Shares Outstanding - Basic and Diluted		8,419,671			3,412,274

See accompanying notes to the audited consolidated financial statements

BRISSET BEER INTERNATIONAL, INC.

AUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

										Accumulated
					Additional					Other						Total
	Common Stock				Paid in					Comprehensive			Accumulated			Stockholder's
	Number of Shares		Amount		Capital		Warrants			Income (Loss)			Deficit			Equity

Balance - May 31, 2015		3,200,500	$	320	$	1,322,054	$	69,126		$	3,217		$	(1,374,918	)	$	19,799

Issuance of common stock at $0.30 per share, August 7, 2015		65,000		7		13,139		6,354						-			19,500
Issuance of common stock at $0.30 per share, November 13, 2015		75,000		7		13,466		9,027						-			22,500
Issuance of common stock at $0.30 per share, December 22, 2015		267,500		27.00		48,027		32,196						-			80,250
Comprehensive income (loss) for the period		-		-				-			(2,217	)		-			(2,217	)
Net loss		-		-		-		-						(112,863	)		(112,863	)
Balance - May 31, 2016 (Restated)		3,608,000		361		1,396,685		116,703			1,000			(1,487,781	)		26,969

Common stock issued to two officers at $0.0005 per share, August 22, 2016		6,000,000		600		2,400					-			-			3,000
Warrants issued to two officers, August 22, 2016		-		-		-		371,263			-			-			371,263
Issuance of common stock for services		150,000		15		14,985		-			-			-			15,000
Exercise of warrants		105,000		10		33,066		(17,326	)		-			-			15,750
Debt discount on convertible notes issued				-		7,500		-			-			-			7,500
Comprehensive income (loss) for the period		-		-		-		-			7,492			-			7,492
Net loss		-		-		-		-			-			(493,405	)		(493,405	)
Balance - May 31, 2017		9,863,000		986		1,454,636		470,640			8,492			(1,981,186	)		(46,432	)

See accompanying notes to the audited consolidated financial statements

BRISSET BEER INTERNATIONAL, INC.

AUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended
	May 31,
	2017			2016
				(Restated)
Cash Flows from Operating Activities:
Net loss	$	(493,405	)	$	(112,863	)
Adjustments to reconcile net loss to net cash used in operating activities:
Units issued for services		15,000			-
Stock-based compensation		371,263			-
Amortization of debt discount		4,268			-
Changes in operating assets and liabilities:
Trade and Other receivables		(4,358	)		7,608
Prepaid expense		7,169			(6,474	)
Accounts Payable and Accrued liabilities		14,244			(6,138	)
Due to (from) related parties		20,308			(3,621	)
Net Cash Used in Operating Activities		(65,511	)		(121,488	)

Cash Flows from Financing Activities:
Proceeds from issuance of convertible debt		7,500			-
Proceeds from issuance of common stock and excercise of warrants		18,750			122,250
Net Cash Provided By Financing Activities		26,250			122,250

Effect of exchange rate changes on cash		7,492			(2,217	)

Net Increase in Cash and Cash Equivalents		(31,770	)		(1,455	)
Cash and Cash Equivalents, beginning of period		33,655			35,110
Cash and Cash Equivalents, end of period	$	1,885		$	33,655

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

Non-Cash Disclosure:
Discount to debt for beneficial conversion feature	$	7,500		$	-

See accompanying notes to the audited consolidated financial statements

BRISSET BEER INTERNATIONAL, INC.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2017

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.

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.

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 year ended May 31, 2017 the Company has incurred net losses of $493,405 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, as well as additional funding received in 2017 through the issuance of convertible notes and stock issuances. 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. 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.

Foreign Currency

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 May 31, 2017 potential common shares of 12,317,500 (2016 – 6,317,500) 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

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, 2017 and 2016. 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, 2017, and 2016 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.

Beneficial Conversion Feature of Convertible Debt

The Company accounts for convertible debt in accordance with the guidelines established by FASB ASC 470-20, "Debt with Conversion and Other Options". The Beneficial Conversion Feature ("BCF") of convertible debt is normally characterized as the convertible portion or feature of certain debt that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of convertible debt when issued, and also records the estimated fair value. Beneficial Conversion Features that are contingent upon the occurrence of a future event are recorded when the event is resolved.

Impairment of Long-lived Assets

Revenue recognition

Recent Accounting Pronouncements

ASU 2014-09 - Topic 606 - Revenue from Contracts with Customers

ASU 2014-12 - Topic 718 - Compensation - Stock Compensation

NOTE 4 - RESTATEMENT

Subsequent to the original filing of the Form 10Q for the period ending February 29, 2016 the Company determined that assets acquired associated with the Asset Purchase Agreement with Scenario A that occurred on April 4, 2014 should have been fully expensed as of May 31, 2014.

In addition, the Company determined that stock-based compensation costs associated with the issuance of 6,000,000 warrants on August 22, 2016, issued for services, should have been valued and expensed on the issuance date.

As a result of the errors, the Company has restated the corresponding Consolidated Statement of Financial Statements for the periods affected by the restatements.

NOTE 5 - CONTRACT BREWING AGREEMENT

On December 2, 2014, Biere Brisset International Inc., a company incorporated under the Canada Business Corporations Act which is a wholly owned subsidiary of the Company, entered into a Manufacturing and Distribution Agreement with a company incorporated in Quebec which does business under the name "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.

On April 1, 2016, BBII amended the manufacturing and distribution agreement (the "Amendment") with Blue Spike to clarify sections 2.1.6 (BBII Margin), 5.1.4 (Limitation), 5.2.1 (Price), 6.2 (Distribution Network), 6.7 (Price of Products), and 6.8 (BBII Sales Network). The Amendment also lists new Broken 7 products under Schedules A and D, and includes the updated BBII Margins for new Broken 7 products into Schedule F. For all the terms of the Manufacturing and Distribution Agreement, reference is hereby made to such Agreement annexed hereto as Exhibit 10.32. All statements made herein concerning such document are qualified by references to said exhibit.

NOTE 6 – ACQUISITION OF BROKEN 7 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 was completed July 2014). The purchase was of the Broken 7 trademark and recipe only. No other assets were acquired. 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. The fair value of Broken 7 is measured by level three hierarchy of fair value of financial instruments.

The Company recorded an expense of $25,000 on April 4, 2014 related to the acquisition of the assets, based on a qualitative and quantitative analysis.

NOTE 7 – CONVERTIBLE PROMISSORY NOTES

Convertible notes payable at May 31, 2017 and May 31, 2016 consists of the following:

	May 31, 2017			May 31, 2016
Dated February 17, 2017	$	7,500		$	-
Total convertible notes payable, gross		7,500			-

Less: Unamortized debt discount		(3,232	)		-
Total convertible notes	$	4,268		$	-

On February 17, 2017, the Company issued a convertible note for $7,500 proceeds. The Company recorded a debt discount related to the beneficial conversion feature of the note for $7,500. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price and was due on August 17, 2017. At the Company's election, the convertible promissory note can also be settled by cash payment. The note has not yet been paid and is currently in default.

During the year ended May 31, 2017, the Company recorded $3,232 related to the amortization of the discount as interest expense.

NOTE 8 – STOCKHOLDERS' EQUITY

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

Balance – May 31, 2016		3,608,000	$	361	$	1,396,686	$	116,703
Issuance of common shares		6,000,000		600		2,400		-
Issuance of common shares for services		150,000		15		14,985		-
Debt discount on convertible notes issued		-		-		7,500		-
Issuance of warrants		-		-		-		371,263
Exercise of warrants		105,000		10		33,066		(17,326	)
Balance – May 31, 2017		9,863,000	$	986	$	1,454,637	$	470,640

COMMON STOCK

Issuance of Units

During the year ended May 31, 2017, the Company issued 150,000 shares of common stock for services provided to the company.

Issuance of Units for Service

On November 8, 2016, the Company issued 150,000 units of the Company in payment for services rendered. The units were valued at a price of $0.10 per unit.

WARRANTS

The Company has the following warrants outstanding as of May 31, 2017:

Exercise Price		Number		Expiry	Remaining Life

$	0.05		1,500,000	1-Feb-19		2.17
$	0.05		3,000,000	31-Aug-21		4.25
$	0.10		1,500,000	1-Feb-19		2.17
$	0.10		3,000,000	31-Aug-21		4.25
$	0.15		550,000	1-Jun-19		2.51
$	0.15		125,000	30-Jun-19		2.59
$	0.20		130,000	9-Jan-20		3.11
$	0.25		550,000	1-Jun-20		3.51
$	0.25		125,000	30-Jun-20		3.59
$	0.25		130,000	9-Jan-20		3.11
$	0.25		135,000	17-Feb-20		3.22
$	0.25		140,000	6-May-20		3.44
$	0.30		135,000	17-Feb-20		3.22
$	0.30		140,000	6-May-20		3.44
$	0.35		65,000	7-Aug-20		3.69
$	0.35		75,000	16-Oct-20		3.88
$	0.35		267,500	16-Nov-20		3.96
$	0.40		65,000	7-Aug-20		3.69
$	0.40		75,000	16-Oct-20		3.88
$	0.40		267,500	16-Nov-20		3.96
$	0.45		75,000	16-Oct-20		3.88
$	0.45		267,500	16-Nov-20		3.96
			12,317,500

NOTE 9 – 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. On January 12, 2015, the service agreement with Stephane Pilon was replaced by an employment agreement. Under the agreement, the Company agreed to pay Mr. Pilon a base salary of CDN$36,000 (US$27,364) per year, payable twice monthly.

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 three-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. No bonus was paid or is owing to Mr. Pilon as of May 31, 2017. The change in compensation was discretionary and approved by management.

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.

On August 22, 2016, the Company sold a total of 6,000,000 shares of common stock to each Stephane Pilon and Pol Bisset for an aggregate of $3,000. Messrs. Pilon and Brisset also each received Class A warrants to purchase an aggregate of 3,000,000 shares of our common stock at an exercise price of $0.05 per share and Class B warrants to purchase an aggregate of 3,000,000 shares of our common stock at an exercise price of $0.10 per share. Such warrants expire in five years from the date of issuance and are immediately exercisable on a cashless basis.

During the year ended May 31, 2017, the Company recorded $45,579 Management and Director's fees, related to services provided by Stephane Pilon.

As of May 31, 2017, the Company had a payable to Stephane Pilon of $19,408 for accrued salary, and expenses paid on behalf of the Company.

NOTE 10 - INCOME TAXES

Deferred tax assets of the Company are as follows:

	2017			2016
Income tax expense (asset) at statutory rate		673,603			406,606
Permanent differences		(315,629	)		(315,629	)
Less: valuation allowance		(357,974	)		(90,977	)
Deferred tax asset recognized		-			-

Permanent differences resulting from the net amount of applying the statutory federal income tax rate of 34% to the loss from discontinued operations of $928,319.

A valuation allowance has been recorded to reduce the net benefit recorded in the financial statements related to these deferred tax assets. The valuation allowance is deemed necessary as a result of the uncertainty associated with the ultimate realization of these deferred tax assets.

The provision for income tax differs from the amount computed by applying statutory federal income tax rate of 34% (2016 – 34%) to the net loss for the year. The sources and effects of the tax differences are as follows:

	2017			2016
Income tax expense at statutory rate		167,758			90,977
Less: change in valuation allowance		(167,758	)		(90,977	)
Income tax expense		-			-

At May 31, 2017, the Company had net operating loss carry forwards of approximately $670,000 (2016 - $507,000) that may be offset against future taxable income through 2032. No tax benefit has been reported in the May 31, 2017 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

NOTE 11 – SUBSEQUENT EVENTS

On March 2, 2018, the Company and Blue Spike entered into a Mutual Discharge Agreement (the "Termination Agreement"), pursuant to which the parties mutually agreed to terminate the Manufacturing and Distribution Agreement. The effective date of the Termination Agreement was March 2, 2018.

The parties chose to terminate the Manufacturing and Distribution Agreement due to the Company's lack of sufficient sales Broken 7.

Pursuant to the Termination Agreement, the Company agreed to pay Blue Spike an aggregate of $5,979, including Blue Spike's outstanding invoices aggregating $3,700, sales commissions from September to December 2017 and applicable taxes.

There were no material early termination penalties incurred by the Company in connection with the termination of the Manufacturing and Distribution Agreement.

On June 6, 2017, the Company issued a convertible promissory note for proceeds of $11,000. The note matures on December 6, 2017 and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price.

On August 4, 2017, the Company issued a convertible promissory note for proceeds of $7,500. The note matures on February 4, 2018 and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price.

On October 6, 2017, the Company issued a convertible promissory note for proceeds of $15,000. The note matures on April 6, 2018 and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price.

On March 23, 2018, the Company issued a convertible promissory note for proceeds of $20,000. The note matures on September 23, 201, and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price.

On March 31, 2018, the Company issued a promissory note for proceeds of $2,000. The note matures on September 23, 2018 and accrues interest at 1.5% per quarter.

On March 31, 2018, the Company issued a promissory note for proceeds of $6,500. The note matures on September 23, 2018 and accrues interest at 1.5% per quarter.

On March 31, 2018, the Company issued a promissory note for proceeds of $7,338 The note matures on September 23, 2018 and accrues interest at 1.5% per quarter.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

The Company's management, including its chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of May 31, 2017, the date of the Company's most recently completed fiscal year end. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective, as of May 31, 2017, in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of, a company's principal executive and principal financial officer, and effected by a company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company's management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of May 31, 2017, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework of 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation under this framework, our management concluded that as of May 31, 2017, our internal control over financial reporting was not effective because of the following material weaknesses:

●	Due to our small number of employees and resources, we have limited segregation of duties, as a result of which there is insufficient independent review of duties performed.

●	As a result of the limited number of accounting personnel, we rely on outside consultants for the preparation of our financial reports, including financial statements and management discussion and analysis, which could lead to overlooking items requiring disclosure.

●	The Company's Board of Directors has two directors and does not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management's view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over the Company's financial statements.

A "material weakness" is a deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) auditing standard 5) or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that a material weakness exists due to the items stated above, resulting from the Company's limited resources and personnel.

Management's Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, if and when the Company obtains sufficient capital resources, management intends to hire personnel with sufficient U.S. GAAP knowledge and experience and to segregate appropriate duties among them. We also intend to appoint one or more independent members to our Board of Directors who shall also be appointed to a standing audit committee which will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management. While we are actively seeking outside members, including candidates with accounting experience, we cannot provide any assurance that we will be successful. Given the size of our Company, lack of revenues and current lack of financing to continue with our business, it is unlikely that we will be able to hire any additional personnel or that anyone will agree to join our Board until general economic conditions and our own business prospects improve significantly.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

Changes in Internal Controls

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fourth quarter ended May 31, 2017 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 9B. Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Name	Position Held with the Company	Age	Date First Appointed
Stephane Pilon	President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, and Director	40	October 21, 2013
Pol Brisset	Secretary and Director	41	June 2, 2011

Our directors are elected for a term of one year and serve until such director's successor is duly elected and qualified. Each executive officer serves at the pleasure of the Board.

Business Experience

The following summarizes the occupational and business experience of our officers and directors.

Stephane Pilon has been the president of Scenario A, a Quebec, Canadian corporation, since he founded it in April 2011. Scenario A is a marketing agency that creates and develops brands in different industries. Mr. Pilon is currently the president for La Compagnie Biere Brisset, a craft beer company based in Montreal, Quebec. From 2010-2011, Mr. Pilon was the marketing director at Kruger Wines and Spirits, a bottle manufacturing company. From 2008-2011, he was the spirits manager for LCC Wines & Spirits, a company representing international brands, such as Skyy Vodka. In 2007, Mr. Pilon received his management certificate from Concordia University. In 2006 he received his marketing management certificate from Ryerson University. Mr. Pilon received his DEC, (Diplome etude collegial) an equivalent two year program in Business Administration at Collège Édouard-Montpetit, Longueil Québec in 1999. Mr. Pilon was appointed to the Board of Directors due to his experience in the craft beer industry.

Pol Brisset has been the owner of MTL Brand Management, a privately-owned beverage business in Montreal since 2008. Mr. Brisset is currently the vice-president of La Compagnie Biere Brisset, a craft brewing company based in Montreal, Quebec. From May 2013 to the present, he has been Business Unit Director, Eastern Canada for Red Bull Canada. From 2005 to 2009, he was the Director of Business Development for Western Canada for Heineken, a beverage company. Mr. Brisset is fluent in English and French and received his Bachelor of Business degree from the University of Quebec at Montreal and completed his Masters of Business Administration in 2008 at the University of Calgary. Mr. Brisset was appointed to the Board of Directors due to his business experience in the beverage industry and his significant ownership interest in the Company.

Audit Committee and Financial Expert; Committees

The Company does not have an audit committee. We are not a "listed company" under SEC rules and are therefore not required to have an audit committee comprised of independent directors.

The Company has no nominating or compensation committees at this time. The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of the Company and its stage of development, the entire Board is involved in such decision making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

Family Relationships

There are no family relationships among our directors or officers.

None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last ten years. We are not aware of any proceedings to which any of our officers or directors, or any associate of any such officer or director, is a party adverse to our company or has a material interest adverse to it. There are no agreements with respect to the election of directors. Other than as described below, we have not compensated our directors for service on our Board of Directors or reimbursed for expenses incurred for attendance at meetings of our Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires officers and directors of the Company and persons who own more than ten percent of a registered class of the Company's equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company. During the fiscal year ended May 31, 2017, our officers, directors and persons who own more than ten percent of a registered class of our equity securities complied with all applicable Section 16(a) filing requirements.

Code of Ethics

The Company currently has not adopted a Code of Ethics applicable to its principal executive officer and principal accounting and financial officer because of its small size and limited resources and because management's attention has been focused on matters pertaining to raising capital and the operation of the business.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

Involvement in Certain Legal Proceedings

There are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

Item 11. Executive Compensation

The table below sets forth information concerning compensation paid, earned or accrued by our chief executive officers (each a "Named Executive Officer") for the last two fiscal years. No executive officer earned compensation in excess of $100,000 during fiscal 2016 or 2015.

SUMMARY COMPENSATION TABLE

											Non-Equity		Nonqualified		All
Name and							Stock		Option		Incentive Plan		Deferred		Other
Principal		Salary			Bonus		Awards		Awards		Compensation		Compensation		Compensation		Total
Position	Year	($)			($)		($)		($)		($)		Earnings ($)		($)		($)
Stephane Pilon President, Chief Executive Officer, Chief Financial Officer, Treasurer and a director	2017		45,579	(1)		-		-		-		-		-		-		45,579
	2016		42,353	(2)		-		-		-		-		-		-		42,353


Pol Brisset President, Chief Executive Officer, Chief Financial Officer, Treasurer and a director	2017		-			-		-		-		-		-		-		-
	2016		-			-		-		-		-		-		-		-

(1)	Represents accrued salaries.

(2)	Represents $2,269 paid in June and July 2015 under Mr. Pilon's Employment Agreement and $3,781 per month from August 2015 through May 2016 under Mr. Pilon's Amended Service Agreement.

Employment Agreement

On January 12, 2015, BBII and Stephane Pilon entered into an employment agreement for Mr. Pilon to serve as principal executive officer, chief financial officer, principal accounting officer, treasurer and a director of BBII, effective as of January 1, 2015(the "Employment Agreement"). Under the Employment Agreement Mr. Pilon is entitled to an annual base salary of CDN$36,000 (US$27,364), payable twice monthly. Under the Employment Agreement, Mr. Pilon is also eligible to receive an annual performance bonus of up to CDN$24,000, at the sole discretion of BBII's board of directors.

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 Employment Agreement is for an indefinite term and can be terminated by either party upon 30 days written notice. If Mr. Pilon's employment is terminated by the Company without cause, Mr. Pilon shall be entitled to a severance payment of three months base salary

Outstanding Equity Awards

On August 22, 2016, the Company sold a total of 6,000,000 shares of common stock to Stephane Pilon and Pol Bisset for an aggregate of $3,000. Messrs. Pilon and Brisset also received Class A warrants to purchase an aggregate of 3,000,000 shares of our common stock at an exercise price of $0.05 per share and Class B warrants to purchase an aggregate of 3,000,000 shares of our common stock at an exercise price of $0.10 per share. Such warrants expire in five years from the date of issuance and are immediately exercisable on a cashless basis.

Compensation of Directors

No compensation has been paid to any of our directors in consideration for services rendered in their capacities as directors during fiscal 2016, except that Mr. Pilon received $500 per month as a director fee as indicated in the Summary Compensation Table above.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table lists, as of the date of this Annual Report, the number of shares of common stock of the Company beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each executive officer and director of the Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 9,608,000 shares of common stock which are issued and outstanding as of the date of this Annual Report. Unless indicated otherwise, all addresses below are c/o Brisset Beer International, Inc., 370 Guy Street, Suite G9, Montreal, Quebec, H3J 1S6.

Name of Beneficial Owner	Number of Shares Beneficially Owned			Percentage
Directors and Officers:
Stephane Pilon -President, Chief Executive, Chief Financial Officer, Treasurer, and Director (Principal Executive, Financial, and Accounting Officer)		8,250,000	(1)		58.48%

Pol Brisset -Secretary and Director		8,311,000	(2)		58.91%

All officers and directors as a group (2 persons)		16,561,000			89.00%

5% Stockholders:
None

(1) Includes Class A warrants to purchase an aggregate of 750,000 shares of common stock at an exercise price of $0.05 per share, a Class B warrant to purchase an aggregate of 750,000 shares of common stock at an exercise price of $0.10 per share, a warrant to purchase an aggregate of 1,500,000 shares of common stock at an exercise price of $0.05 per share and a warrant to purchase an aggregate of 1,500,000 shares of common stock at an exercise price of $0.10 per share.

(2) Includes Class A warrants to purchase an aggregate of 750,000 shares of common stock at an exercise price of $0.05 per share and a Class B warrant to purchase an aggregate of 750,000 shares of common stock at an exercise price of $0.10 per share, a warrant to purchase an aggregate of 1,500,000 shares of common stock at an exercise price of $0.05 per share and a warrant to purchase an aggregate of 1,50,000 shares of common stock at an exercise price of $0.10 per share.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

During the year ended May 31, 2017, the Company recorded $45,579 Management and Director's fees, related to services provided by Stephane Pilon.

Director Independence

We are not subject to the listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of "independent directors." We do not believe that any of our directors currently meet the definition of "independent" as promulgated by the rules and regulations of the NYSE Alternext US (formerly known as the American Stock Exchange).

Item 14. Principal Accounting Fees and Services

On April 18, 2018, our Board dismissed its independent registered public accounting firm, ZBS Group, LLC ("ZBS Group").

None of the reports of ZBS Group, on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Company's audited financial statements contained in its Annual Report on Form 10-K for the fiscal year ended May 31, 2016 (the "2016 Form 10-K"), filed with the Securities and Exchange Commission (the "Commission") on August 30, 2016, and Amendment No. 1 to the 2016 Form 10-K filed with the Commission on March 19, 2018, contained a going concern qualification in the Company's audited financial statements.

During the two most recent fiscal years and through the date of dismissal, there were (i) no disagreements between the Company and ZBS Group on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of ZBS Group, would have caused ZBS Group to make reference thereto in their reports on the consolidated financial statements for such years, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided ZBS Group with a copy of this Form 8-K and requested that ZBS Group furnish it with a letter addressed to the Commission stating whether or not ZBS Group agrees with the above statements. A copy of such letter was filed as Exhibit 16.1 to our Current Report on Form 8-K filed on April 27, 2016 and is incorporated by reference herein.

On April 18, 2018, the Company's Board of Directors approved the engagement of Fruci & Associates II, PLLC ("Fruci & Associates") as its principal accountant to audit the Company's financial statements and review the Company's unaudited interim financial reports. During the Company's two most recent fiscal years or subsequent interim period until the date of engagement, the Company has not consulted Fruci & Associates regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, nor did the entity of Fruci & Associates provide advice to the Company, either written or oral, that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue. Further, during the Company's two most recent fiscal years or subsequent interim period, the Company has not consulted the entity of Fruci & Associates on any matter that was the subject of a disagreement or a reportable event.

Fees billed to the Company by its independent registered public accounting firm Fruci & Associates for the fiscal years ending May 31, 2017 and 2016 are set forth below:


	Fiscal year ended May 31,
	2017			2016
Audit Fees		$	5,541		$	10,000
Audit Related Fees			-			-
Tax Fees			-			-
All Other Fees			5,541			10,000

As of May 31, 2017, the Company did not have a formal, documented pre-approval policy for the fees of the principal accountant. It is in the process of adopting such a policy.

Item 15. Exhibits

EXHIBIT NUMBER		DESCRIPTION

2.1		Agreement and Plan of Merger of Buckeye Oil & Gas, Inc. and Brisset Beer International, Inc.(1)
3.1		Articles of Incorporation, as amended (1)
3.2		By-Laws (2)
4.1		Form of stock certificate (3)
10.1		Stock Purchase Agreement dated June 23, 2011 among Buckeye Oil & Gas, Inc., Pol Brisset and Buckeye Oil & Gas Canada, Inc. (4)
10.2		Farmout and Participation Agreement dated May 12, 2011 between Luxor Oil & Gas Ltd. and Buckeye Oil & Gas (Canada), Inc. (4)
10.3		Service Agreement dated July 1, 2011 by and between Manny Dhinsa and Buckeye Oil & Gas, Inc.(5)
10.4		Form of Regulation S Subscription Agreement (6)
10.5		Service Agreement dated September 1, 2011 by and between Pol Brisset and Buckeye Oil & Gas, Inc.(7)
10.6		Service Agreement dated September 1, 2011 by and between Manny Dhinsa and Buckeye Oil & Gas, Inc.(7)
10.7		Participation Agreement dated May 16, 2011 by and between Buckeye Oil & Gas, (Canada), Inc. and Pioneer Marketing Group Ltd. (8)
10.8		Service Agreement dated April 2, 2012 by and between Michal Gnitecki and Buckeye Oil & Gas, Inc. (9)
10.9		Form of Regulation S Subscription Agreement (10)
10.10		Form of Regulation S Subscription Agreement (11)
10.11		Form of A Warrant Agreement (11)
10.12		Form of B Warrant Agreement (11)
10.13		Asset Purchase Agreement dated April 4, 2014 by and between Scenario A and Buckeye Oil & Gas, Inc. (12)
10.14		Amendment to Assets Purchase Agreement dated July 16, 2014 by and between Scenario A and Brisset Beer International, Inc. (13)
10.15		Form of Regulation S Subscription Agreement (14)
10.16		Form of A Warrant Agreement (14)
10.17		Form of B Warrant Agreement (14)
10.18		Service Agreement dated November 10, 2014 by and between Sandberg International Limited and Brisset Beer International, Inc. (15)
10.19		Service Agreement dated December 1, 2014 by and between Stéphane Pilon and Brisset Beer International, Inc. (16)
10.20		Manufacturing and Distribution Agreement dated December 2, 2014 with 90127-2021 Quebec Inc. d/b/a Breuvages Blue Spike and Biere Brisset International, Inc. (17)
10.21		Employment Agreement dated January 12, 2015 by and between Stéphane Pilon and Biere Brisset International, Inc. (18)
10.22		Form of Regulation S Subscription Agreement (19)
10.23		Form of A Warrant Agreement (19)
10.24		Form of B Warrant Agreement (19)
10.25		Form of Regulation S Subscription Agreement (20)
10.26		Form of A Warrant Agreement (20)
10.27		Form of B Warrant Agreement (20)
10.28		Form of Regulation S Subscription Agreement (20)
10.29		Form of A Warrant Agreement (20)
10.30		Form of B Warrant Agreement (20)
10.31		Amendment to the Manufacturing and Distribution Agreement (the "Amendment") between Biere Brisset International, Inc., and Breuvages Blue Spike dated April 1, 2016 (21)

16.1		Letter, dated April 27, 2018, from ZBS Group, LLP (22)
21	*	List of subsidiaries
31	*	Rule 13a-14(a)/15d14(a) Certifications
32	*	Section 1350 Certifications
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

(1) Previously filed as an Appendix to the Company's Information Statement on Schedule 14C filed with the SEC on June 24, 2014

(2) (3) Previously filed as Exhibit 4.1 to Registration Statement, filed with the Securities and Exchange Commission on July 1, 2010, file no. 333-167917

(4) Previously filed with the Company's Form 8-K submitted to the SEC on June 28, 2011 and incorporated by reference herein.

(5) Previously filed with the Company's Form 10-K submitted to the SEC on August 25, 2011 and incorporated by reference herein.

(6) Previously filed with the Company's Form 8-K submitted to the SEC on August 30, 2011 and incorporated by reference herein.

(7) Previously filed with the Company's Form 8-K submitted to the SEC on September 8, 2011 and incorporated by reference herein.

(8) Previously filed with the Company's Form S-1/A submitted to the SEC on November 1, 2011 and incorporated by reference herein.

(9) Previously filed with the Company's Form 8-K submitted to the SEC on April 3, 2012 and incorporated by reference herein.

(10) Previously filed with the Company's Form 8-K submitted to the SEC on February 28, 2013 and incorporated by reference herein.

(11) Previously filed with the Company's Form 8-K submitted to the SEC on March 3, 2014 and incorporated by reference herein.

(12) Previously filed with the Company's Form 8-K submitted to the SEC on April 9, 2014 and incorporated by reference herein.

(13) Previously filed with the Company's Form 8-K submitted to the SEC on July 24, 2014 and incorporated by reference herein.

(14) Previously filed with the Company's Form 8-K submitted to the SEC on August 14, 2014 and incorporated by reference herein.

(15) Previously filed with the Company's Form 8-K submitted to the SEC on November 14, 2014 and incorporated by reference herein.

(16) Previously filed with the Company's Form 8-K submitted to the SEC on December 4, 2014 and incorporated by reference herein.

(17) Previously filed with the Company's Form 8-K submitted to the SEC on December 8, 2014 and incorporated by reference herein.

(18) Previously filed with the Company's Form 8-K submitted to the SEC on January 15, 2015 and incorporated by reference herein.

(19) Previously filed with the Company's Form 8-K submitted to the SEC on March 2, 2015 and incorporated by reference herein.

(20) Previously filed with the Company's Form 8-K submitted to the SEC on May 19, 2015 and incorporated by reference herein

(21) Previously filed with the Company's Form 10-K submitted to the SEC on August 30, 2016 and incorporated by reference herein.

(22) Previously filed with the Company's Form 8-K submitted to the SEC on April 27, 2018 and incorporated by reference herein.

*Filed herewith.

** 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 Section 13 or 15(d) 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.

BRISSET BEER INTERNATIONAL, INC.

Dated: September 14, 2018 By: /s/ Stephane Pilon

Name: Stephane Pilon

Title: President, Chief Executive, Chief Financial Officer, Treasurer, and Director (Principal Executive, Financial, and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/Stephane Pilon Stephane Pilon	President, Chief Executive and Chief Financial Officer, Treasurer, and Director (Principal Executive, Financial, and Accounting Officer)	September 14, 2018



/s/ Pol Brisset Pol Brisset	Director and Secretary	September 14, 2018