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**U.S. SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**



**FORM 10-K/A**

**(Amendment No. 2)**



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



**For the fiscal year ended May 31, 2020**



**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, Suite G9 Montreal A8 H31-1S6**

(Address of principal executive offices)



**917-403-1430**

(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: **None**



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   | ☐ | 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, 2018.



As of May 1, 2022, there were 9,863,000 shares of common stock outstanding.



Documents Incorporated by Reference: None





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**EXPLANATORY NOTE**



This Amendment No. 2 on Form 10-K/A (“Amendment No. 2”) is being filed to amend our Annual Report on Form 10-K for the fiscal year ended May 31, 2020 (“Original Filing”) as filed with the U.S. Securities and Exchange Commission on June 21, 2022 (“Original Filing Date”). The Original Filing was amended on the same date, Amendment No. 1 (Amendment No. 1). The purpose of this Amendment No. 2 is to correct the cover page of the Original Filing and Amendment No. 2 as follows:



*As Filed:*



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 ☒



*As Amended:*



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 ☐



*As Filed:*



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 ☐



*As Amended:*



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 ☒



As required by the rules of the SEC, this Amendment No. 1 sets forth an amended “Item 15. Exhibits and Financial Statement Schedules” in its entirety and includes the new certifications from the Company's chief executive officer and chief financial officer.



Except as described above, this Amendment No. 1 does not modify or update in any way the financial position, results of operations, cash flows or other disclosures in, or exhibits to, the Original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.





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**SIGNATURES**



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





|                    | **Brisset Beer International, Inc.** |                                                                                                         
|------------------- | ------------------------------------ | --------------------------------------------------------------------------------------------------------
|                    |                                      |                                                                                                         
|Date: July 20, 2022 | By:                                  | */s/ Kevin Malone*                                                                                      
|                    | Name:                                | Kevin Malone                                                                                            
|                    | Title:                               | Chief (Principal) Executive Officer, Chief Financial Officer (Principal Accounting Officer) and Director





In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





|                    | **Brisset Beer International, Inc.** |                                                                                                         
|------------------- | ------------------------------------ | --------------------------------------------------------------------------------------------------------
|                    |                                      |                                                                                                         
|Date: July 20, 2022 | By:                                  | */s/ Kevin Malone*                                                                                      
|                    | Name:                                | Kevin Malone                                                                                            
|                    | Title:                               | Chief (Principal) Executive Officer, Chief Financial Officer (Principal Accounting Officer) and Director







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