UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: May 31, 20172018

or

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

For the transition period from __________ to __________

Commission File Number:000-52759

BESPOKE EXTRACTS, INC.

(Exact name of registrant as specified in its charter)

323 Sunny Isles Blvd.,Boulevard, Suite 700

Sunny Isles Florida,Beach, FL 33160

(Address of principal executive offices)

855-633-3738

(Registrant’s telephone number, including area code)

DiMi Telematics International, Inc.

290 Lenox Avenue, New York, NY 10027

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an 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.

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 ☒

As of July 15, 2017,19, 2018, there were 25,822,71242,873,907 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

PART I

These unaudited consolidated financial statements have been prepared by Bespoke Extracts, Inc. (the “Company”, formerly known as DiMi Telematics International, Inc.), pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited consolidated financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s annual report on Form 10-K for the fiscal year ended August 31, 2016 as filed with the Securities and Exchange Commission (the “SEC”) on December 16, 2016, and amended on February 8, 2017. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of May 31, 2017 and August 31, 2016 and the results of its operations and cash flows for the periods ended May 31, 2017 and May 31, 2016 have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year.

PART I

ITEM 1. FINANCIAL STATEMENTS 

Bespoke Extracts, Inc.

Formerly Dimi Telematics International, Inc.

Consolidated Balance Sheets

(Unaudited)

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

Bespoke Extracts, Inc.

Formerly Dimi Telematics International, Inc.Inc

Consolidated Statements of Operations

(Unaudited)

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

Bespoke Extracts, Inc.Inc

Formerly Dimi Telematics International, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

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

Bespoke Extracts, Inc.

(formerly DiMi Telematics International, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 —BASIS— BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Bespoke Extracts, Inc. (formerly known as DiMi Telematics International, Inc.),Inc, a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company'sCompany’s annual report on Form 10-K for the fiscal year ended August 31, 2016.2017. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of May 31, 2017,2018, and the results of operations and cash flows for the three and nine months ended May 31, 20172018 and May 31, 2016.2017. The results of operations for the three and nine months ended May 31, 20172018 are not necessarily indicative of the results that may be expected for the entire fiscal year.

Certain prior period amounts have been reclassified to conform to current period presentation.

Going Concern

The accompanying interim consolidated financial statements have been prepared assuming a continuation of the Company as a going concern. The Company hasdid not generate any revenues and reported a net loss of $5,345,435$5,218,094 for the nine months ended May 31, 20172018 and hadhas a working capital deficit of $183,663 as of May 31, 2017.2018.  These conditions raise substantial doubt about our ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed. The accompanying financial statements do not contain any adjustments that may result from the outcome of this uncertainty.

Research and DevelopmentInventory

ResearchInventories are stated at the lower of cost or market value.  Cost is determined by the first-in, first-out basis and development costsmarket being determined as the lower of replacement cost or net realizable value. The Company records inventory write-downs for estimated obsolescence of unmarketable inventory based upon assumptions about future demand and brand development costs are expensed as incurred. Development costsmarket conditions. As of product to be sold are subject to capitalization beginning when a product’s feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Costs incurred for development are capitalized. Amortization is recorded over the estimated useful lives of the assets, generally, 5 years. For the nine months ended May 31, 2017 the Company expensed $10,000 compared to $0 for the nine months ended May 31, 2016, for brand development. Formula development for the nine months ended May 31, 20172018, inventory amounted to $7,500 compared to $0 for the nine months ended May 31, 2016.$73,267 which consists of $53,743 in finished goods and $19,524 in raw materials.

2. EQUITY

Common Stock

The Company was formed in the state of Nevada on April 13, 2006. The Company has authorized capital of 800,000,000 shares of common stock with a par value of $0.001, and 50,000,000 shares of preferred stock with a par value of $0.001.

On October 1, 2015, the Board of Directors and a majority of the Company’s shareholders approved an amendment of the Company’s Articles of Incorporation to effect a one (1) for three (3) reverse stock split of the Company’s outstanding common stock (the “Reverse Split”). The Reverse Split became effective on December 1, 2015. As a result of the Reverse Split, each three (3) shares of common stock issued and outstanding prior to the Reverse Split have been converted into one (1) share of common stock. The effect of the Reverse Split has been applied retroactively throughout this quarterly report.

On February 21, 2017, the Company recognized a stock payable of $30,000 associated with 200,000 shares committed to be issued for the purchase of certain domain names (see Note 4).

On March 10, 2017, the Company changed its name to Bespoke Extracts, Inc. (formerly known as DiMi Telematics International, Inc.).

On April 11,September 18, 2017, the Company issued 2,700,000900,000 shares of common stock in connection with the issuance of a convertible note with a principal amount of $540,000 (see Note 6).$180,000. The relative fair value of the stock of $157,509$51,503 was recognized as a discount to the note that is being amortized to interest expense over the life of the note.

On September 22, 2017, the company issued 900,000 shares of common stock and 300,000 warrants pursuant to a stock purchase agreement for cash of $60,300.

On November 10, 2017, the Company issued an aggregate of 1,400,000 shares of common stock to the holder of a related party 7% Convertible Promissory Note, to convert principal amount of $11,200.

On November 27, 2017, the Company issued an aggregate of 1,450,000 shares of common stock to the holder of a related party 7% Convertible Promissory Note, to convert principal amount of $11,600.

On December 28, 2017, the Company issued an aggregate of 1,550,000 shares of common stock to the holder of a 7% Convertible Promissory Note, dated November 14, 2016 to convert principal amount of $12,400.

On December 13, 2017, the Company issued an aggregate of 200,000 shares of common stock with a relative fair value of $27,946 to the holder of a $120,000 Convertible Debenture with an original issue discount of $20,000. The debenture has a 0% interest rate and a term of one year. 

On March 5, 2018, the Company entered into a securities purchase agreement with an investor which is a related party. Pursuant to the purchase agreement, upon closing on March 7, 2018, the Company issued and sold to the investor, 3,000,000 shares of common stock for an aggregate purchase price of $300,000. The Company agreed to issue additional shares of common stock (the “Make-Good Shares”) to the investor for no additional consideration, in the event that, during the six month period commencing on the closing date, the Company sells common stock at a purchase price lower than $0.10 (the “Subsequent Financing Price”), such that the total number of shares of common stock received by the investor under the purchase agreement (including the Make-Good Shares and the initial shares) will be equal to the total purchase price of $300,000 divided by such lower Subsequent Financing Price. In addition the Company agreed not to pay cash compensation over $100,000 to any Officer of Director.

On March 9, 2018, the Company issued an aggregate of 1,780,000 shares of common stock to the holder of a 7% Convertible Promissory Note, dated November 14, 2016 to convert principal amount of $14,240.

On March 9, 2018, Bespoke Extracts, Inc. (the “Company”) entered into and closed an asset purchase agreement with VMI Acquisitions, LLC (“VMI”), pursuant to which the Company sold to VMI the Company’s proprietary Machine-to-Machine communications solution and certain other intellectual property for a purchase price of $180,000. $135,000 of the purchase price was paid by members of VMI in cash and had previously been deposited with the Company. The remaining $45,000 of the purchase price was paid in the form of a reduction in outstanding debt and reimbursements of expenses owed to a member of VMI. Certain members of VMI are noteholders and/or shareholders of the Company. At the time of the sale the intellectual property had a book value of $0. As the parties were considered significant shareholders and related parties, the consideration of $180,000 was recorded as a capital contribution.

On May 15, 2018 the Company issued 500,000 shares of common stock to an investor for a purchase price of $50,000, and on May 29, 2018, the Company issued 1,870,000 shares of common stock upon conversion of a convertible note in the amount of $14,960. The Company agreed to issue additional shares of common stock (the “Make-Good Shares”) to the investor for no additional consideration, in the event that, during the six month period commencing on the closing date, the Company sells common stock at a purchase price lower than $0.10 (the “Subsequent Financing Price”), such that the total number of shares of common stock received by the investor under the purchase agreement (including the Make-Good Shares and the initial shares) will be equal to the total purchase price of $50,000 divided by such lower Subsequent Financing Price. In addition the Company agreed not to pay cash compensation over $100,000 to any Officer of Director.

3. WARRANTSWarrants / Options

During the nine months ended May 31, 2017,2018, warrant activity included the following:

Warrants granted on March 14,On September 18, 2017, the Company entered intoexecuted an employment agreement$180,000 Convertible Debenture with Barry Tenzer to continue as CEOan original issue discount of the Company.$60,000. In connection with the employment agreementdebenture, the Company issued Mr. Tenzer a warrant to purchase up to 20,000,000 share ofthe lender 300,000 common stock atpurchase warrants with a per shareterm of 3 years and an exercise price of $0.0001.$1.00. The warrant was exercised in full on March 28, 2017. On May 22, 2017, Barry Tenzer resigned as President and Chief Executive Officer. In connection with the resignation of Mr. Tenzer, the 20,000,000 shares of stock issued upon the exercise of the warrants was returned to the company and cancelled and the exercise proceeds of $2,000 were returned to Mr. Tenzer subsequent to May 31, 2017. Therelative fair value of the warrants was determined to be $4,998,021 whichof $16,996 was recognized as compensation expense duringa discount to the nine months ended May 31, 2017.debenture.

The following table summarizes the warrant activity issued to Barry Tenzer during the nine months ended May 31, 2017:

OnOn May 22, 2017, the Company entered into an employment agreement with Mr.Marc Yahr to serve as President and Chief Executive Officer of the Company for a term of three years, unless earlier terminated pursuant to the terms of the Employment Agreement. Pursuant to the terms of the Employment Agreement, Mr. Yahr received a warrant to purchase up to 20,000,000 shares of the Company’s common stock at an exercise price of $0.0001 per share. The warrants were exercised in full on May 31, 2017; however, the 20,000,000 shares of the Company’s common stock were not issued to Mr. Yahr until June 10, 2017. The shares received upon the exercise of the warrants are subject to forfeiture and vest over a service period of three years. The fair value of the award was determined to be $10,998,105 of which $90,400 was recognized as compensation expense during the nine months ended May 31, 2017. The remaining $10,908,265 will be recognized as compensation expense over the three year service period.  Warrant expense under this award for the nine months ended May 31, 2018 totaled $2,742,668. As of May 31. 2018, $7,240,948 remains to be expensed over the remaining vesting period.

On January 22, 2018, the Company entered into a Sales Representation Agreement for a term of six months. Pursuant to the agreement the Company agreed to issue the nonemployee sales representative warrants to purchase 10,000 shares of common stock per month (an aggregate of 60,000 warrants) with an exercise price of $0.50, with a term of three years. The following table summarizesWarrants shall be exercisable at any time on or after the warrant activity issuedsix (6) month anniversary of each Issuance Date, at his election, in whole or in part, by means of a “cashless exercise”. The fair value of this award was determined to Marc Yahrbe $64,292 of which $29,709 was recognized during the nine months ended May 31, 2017:2018.

On February 22, 2018, the Company entered into a Consulting Agreement for a term of one year. Pursuant to the agreement the Company agreed to issue the nonemployee consultant warrants to purchase 10,000 shares of common stock per month (an aggregate of 120,000 warrants) with an exercise price of $0.40, exercisable for cash only for a period of three years commencing six months form the issuance date. The fair value of this award was determined to be $131,478 of which $36,903 was recognized during the nine months ended May 31, 2018.

On March 2, 2018 the Company entered into a Management Agreement with Global Corporate Management, LLC. Pursuant to this agreement, the Company agreed to pay $4,000 and to issue 150,000 common stock purchase warrants with an exercise price of $0.50, exercisable commencing six months after issuance for a period of 5 years. The fair value of this award was determined to be $4,139,966 of which $790,251 was recognized during the nine months ended May 31, 2018.

On March 20, 2018 the Company entered into a 12 month consulting agreement with Patagonia Global Trading, LLC. Upon execution of this agreement and upon the Consultant signing their first customer, acceptable by the Company, and for services rendered, the Company will immediately issue 50,000 common stock purchase warrants to purchase common stock at an exercise price of $.30 per share. As of May 31, 2018, Patagonia Global Trading, LLC, had not signed any customers and had not earned any warrants. The Company agreed to pay a total commission rate of 10% of the gross sale amount to be paid in the form of cash and or warrants to purchase shares of common stock of the Company

On April 11, 2017, the16, 2108 The Company executedentered into a $540,000 Convertible Debentureconsulting agreement with an original issue discountDr. David Hellman for marketing and promotion services. The term is 1 year with payment of $180,000. The note has a 9% interest rate and a term of two years. In connection50,000 warrants to purchase common stock with the note, the Company issued the lender 900,000 warrants with a term of 3 years and an exercise price of $1.00.$0.60. However, if the Consultant generates more than $10K in monthly sales, the Warrants will have an exercise price of $.30, and if the Consultant generates more than $20K in monthly sales, the Warrants may be exchanged in "cashless exercise". Additionally, the Company shall pay 10% of retail sales and 5% of wholesale sales. The relative fair value of the warrants $44,981this award was determined to be $652,911 of which $88,534 was recognized as a discount toduring the note.nine months ended May 31, 2018.

For the nine months ended May 31, 2017, the Company recognized option expense of $5,088,421 for options granted on July 26, 2017 to a nonemployee for services. For the nine months ended May 31, 2018, the Company recognized option expense of $4,526,235 for options granted to non-employees for services. As of May 31, 2018, $11,619,798 remains to be expensed over the remaining service period through July 26, 2019.

The fair value of the warrants was estimated using the Black-Scholes option pricing model and the following range of assumptions:

4.3. RELATED PARTY ASSET PURCHASE AGREEMENT

On February 21,August 29, 2017, the Company purchased all right, title, interest and goodwill in or associatedreceived $82,750 as a deposit from a significant shareholder toward the purchase price on an agreement that was being negotiated with certain the domain names set forth in an assetVMI Acquisitions, LLC for purchase agreement for a total approximately $20,000 and 200,000 sharesof certain of the Company’s common stock valued at $30,000.assets as well as the payment of $7,500 of expenses on behalf of the Company. The remaining $45,000 of the purchase price was paid in the form of a reduction in outstanding debt and reimbursements of expenses owed to a member of VMI. Certain members of VMI are noteholders and/or shareholders of the Company and related parties. The agreement was completed and closed on March 9, 2018.  As the parties were considered significant shareholder the consideration of May 31, 2017,$180,000 was recorded as a capital contribution. At the stocktime of the sale the intellectual property had not been issued and a totalbook value of $30,000 common stock payable is recorded.$0.

5. INTELLECTUAL PROPERTY

The Company executed an Asset Purchase Agreement on August 28, 2011 which included the acquisition of various types of intellectual property. The Company elected to suspend further investment and working capital on developing the Company’s technology and business prospects. The Company has recognized a loss on impairment of intellectual property in the amount of $1,248 as of May 31, 2017.

6.4. NOTES PAYABLE – RELATED PARTY

On April 27, 2016, the Company issued ourto the former Company’s CEO a 7% unsecured promissory note in the amount of $2,500 which matured six months from the date of issuance. On July 5, 2016, the Company issued ourto the Company’s CEO a 7% unsecured note in the amount of $3,000 which matured six months from date of issuance. On November 17, 2016,As of May 31. 2018, there is a remaining balance on the Company repaid the principal amountnote of the notes, or $5,500.

The changes in these notes payable to related party consisted of the following during the nine months ended May 31, 2017$50 whichis unsecured, non-interest bearing and the year ended August 31, 2016:due on demand.

On May 17, 2016,February 14, 2017, the Company issued to Lyle Hauser, the Company’s largest shareholder, a 7% unsecured promissory note in the amount of $30,000 which matured six months from the date of issuance. On May 31, 2018 the Company repaid the promissory note in the amount of $30,000 and accrued interest of $2,811.

5. CONVERTIBLE DEBENTURE – RELATED PARTY

On May 17, 2016, the Company issued to Vantage Group, a significant shareholder, a 7% unsecured promissory note in the amount of $10,000 which maturedhad an original maturity of six months from the date of issuance. On August 15, 2016, the Company issued to Vantage Group, a significant shareholder, a 7% unsecured promissory note in the amount of $16,000 which matureshad an original maturity of six months from the date of issuance. On October 27, 2016, the Company issued a significantthe same shareholder a 7% unsecured promissory note in the amount of $10,000 which matureshad an original maturity date of six months from the date of issuance. The preceding notes have matured and remain unpaid at the quarter ended May 31, 2017. On November 14, 2016, the Company issued the same shareholder a significant shareholder 7% unsecured promissory note in the amount of $80,000 which matures six months from thehad an original maturity date of issuance. On February 17, 2017, the Company issued a significant shareholder 7% unsecured promissory note in the amount of $30,000 which matures six months from the date of issuance. On March 31, 2017, the Company issued the same shareholder a significant shareholder 7% unsecured promissory note in the amount of $7,000 which matureshad an original maturity date of six months from the date of issuance.

On April 17, 2017 the preceding notes issued to Vantage Group were amended to be convertible into common stock and to mature on April 18, 2018. The changes inconvertible notes payablehave a fixed conversion price of $0.008. The amendments to related party consistedthe notes created a beneficial conversion feature of $123,000 and amortization of the followingdiscount of $123,000 during the nine9 months ended May 31, 20172018. The Company issued a total of 8,050,000 shares of common stock to convert $64,400 principle into common stock and the year ended August 31, 2016:remaining $43,000 was exchanged with additional $2,000 of accrued interest to purchase assets of the Company (See note 3). As of May 31.2018 the balance on the convertible note is $15,600.

On April 11, 2017, the Company executed a $540,000 Convertible Debenture with an original issue discount of $180,000. The notedebenture has a 9%0% interest rate and a term of two years. In connection with the note,debenture, the Company issued the lender an aggregate of 2,700,000 shares of common stock and 900,000 common stock purchase warrants. The relative fair value of the stock and warrants aggregating $202,490 was recognized as a discount to the note. Amortization of $11,351$100,032 was recognized during the nine months ended May 31, 2017.2018. The conversion price of the outstanding balance is the lesser of $3.00 or 40% of the volume weighted average price of the 30 days at date of conversion; not to be less than $1.00. In connection with the notedebenture the lender is entitled to receive the greater of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date and repayment of the principle.principal. As of May 31, 2018 the Company has accrued $31,515. The conversion price was above the fair market value of the date of issuance so no beneficial conversion feature was recorded

On September 18, 2017, the Company executed, with a related party, an $180,000 Convertible Debenture with an original issue discount of $60,000. The note has a 0% interest rate and a term of two years. In connection with the note, the Company issued the lender an aggregate of 900,000 shares of common stock and 300,000 warrants to purchase common stock. The relative fair value of the stock and warrants aggregating $68,499 was recognized as a discount to the note. Amortization of $21,597 was recognized during the nine months ended May 31, 2018. The conversion price of the outstanding balance is the lesser of $3.00 or 40% of the volume weighted average price of the 30 days at date of conversion; not to be less than $1.00. In connection with the debenture the lender is entitled to receive the greater of 5% of every dollar raised through financing or every dollar of revenue generated through the earlier of the maturity date or repayment of the principal. As of May 31, 2018 the Company has accrued $22,500.

On December 13, 2017, the Company executed a $120,000 Convertible Debenture with an original issue discount of $20,000. The debenture has a 0% interest rate and a term of one year. In connection with the note, the Company issued the lender an aggregate of 200,000 shares of common stock and 100,000 warrants to purchase common stock. The relative fair value of the stock and warrants aggregating $32,930 was recognized as a discount to the note. Amortization of $24,652 was recognized during the nine months ended May 31, 2018. The conversion price of the outstanding balance is the lesser of $3.00 or 40% of the volume weighted average price of the 30 days at date of conversion; not to be less than $1.00. In connection with the debenture the lender is entitled to receive the greatest of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date and repayment of the principal, as of May 31, 2018 the Company has accrued $17,500.

6. SUBSEQUENT EVENTS

On June 11, 2018, the Company issued an aggregate of 2,000,000 shares of common stock to the holder of a 7% Convertible Promissory Note, dated November 14, 2016 to convert principal amount and accrued interest of $16,000.

On June 15, 2018, the Company issued 500,000 shares of common stock pursuant to a stock purchase agreement for cash of $50,000.

7. EMPLOYMENT AGREEMENTCOMMITMENTS AND CONTINGENCIES

On January 22, 2018, the Company entered into a Sales Representation Agreement to manage and solicit orders in a set territory, the United States, with an initial term of six months. The sales representative shall be compensated 6% of the net sales and three year warrants monthly to purchase 10,000 shares of common stock at an exercise price of $0.50. Warrants may be exercised after six month anniversary of issuance date.

On February 1, 2018 the Company entered into a consulting agreement with Optimal Setup LLC for a term of one year to advise the Company on search engine optimization and digital marketing. Optimal Setup LLC shall receive monthly for services performed $2,500 and 10,000 warrants for common stock exercisable for cash price of $0.40. Warrants may be exercised after six month anniversary date.

On February 22, 2018, the Company entered into a Consulting Agreement for a term of one year. Pursuant to the agreement the Company agreed to issue the nonemployee consultant warrants to purchase 10,000 shares of common stock per month (an aggregate of 120,000 warrants) with an exercise price of $0.40, exercisable for cash only for a period of three years commencing six months form the issuance date.

On March 14, 2017,2, 2018 the Company entered into a two year employment agreementManagement Agreement with Barry TenzerGlobal Corporate Management, LLC. Pursuant to continue as CEO of the Company. In connection with the employmentthis agreement, the Company issued Mr. Tenzer a warrant to purchase uppay $4,000 and to 20,000,000 share ofissue 150,000 common stock at a per sharepurchase warrants (exercise price of $0.0001. The warrant was exercised in full on March 28, 2017. The shares of common stock underlying the warrant were issued on April$0.50, 5 year term, exercisable 6 2017.months after issuance).

On May 22, 2017, Barry Tenzer resigned as President and Chief Executive Officer of Bespoke Extracts, Inc. Mr. Tenzer’s resignation was not the result from any disagreement with the Company, any matter related to the Company’s operations, policies or practices, the Company’s management or the Board. In connections with the resignation of Mr. Tenzer his stock issued from his employment agreement has been returned to the company subsequent to May 31, 2017.

On May 22, 2017, the Board of Directors of the Company appointed Marc Yahr as President and Chief Executive Officer of the Company and as a member of the Company’s Board. There are no family relationships between Mr. Yahr and any of our other officers and directors.

On May 22, 2017,March 20, 2018 the Company entered into an employmenta consulting agreement with Mr. Yahr pursuant to which Mr. Yahr will serve as PresidentPatagonia Global Trading, LLC. Upon execution of this agreement and Chief Executive Officer ofupon the Consultant signing their first customer, acceptable by the Company, and for a term of three years, unless earlier terminated pursuant toservices rendered, the terms of the Employment Agreement. Pursuant to the terms of the Employment Agreement, Mr. Yahr received a warrantCompany will immediately issue 50,000 common stock purchase warrants to purchase up to 20,000,000 shares of the Company’s common stock at an exercise price of $0.0001$.30 per share.   The warrants were exercised in full onAs of May 31, 2017; however,2018 Patagonia Global Trading, LLC, had not signed any customers and had not earned any warrants. The Company agrees to pay a total commission rate of 10% of the 20,000,000gross sale amount to be paid in the form of cash and or warrants to purchase shares of the Company’s common stock were not issued to Mr. Yahr until June 10, 2017.of the Company

8. RELATED PARTY TRANSACTIONS

We currently lease approximately 500 square feet of general office space at 290 Lenox Avenue, New York, NY 10027 from our Executive Vice President – Business Development.

On April 27, 2016,16, 2108 The Company entered into a consulting agreement with Dr. David Hellman for marketing and promotion services. The term is 1 year with payment of 50,000 warrants to purchase common stock with an exercise price of $0.60. However, if the Consultant generates more than $10K in monthly sales, the Warrants will have an exercise price of $.30, and if the Consultant generates more than $20K in monthly sales, the Warrants may be exchanged in "cashless exercise". Additionally, the Company issued our CEO two 7% unsecured promissory note in the aggregate amountshall pay 10% of $5,500 which notes matured six months from the dateretail sales and 5% of issuance. Both notes have been paid off and the remaining principal amount is $0.wholesale sales.

On May 17, 2016, the Company issued to Lyle Hauser, the Company’s largest shareholder, a 7% unsecured promissory note in the amount of $10,000 which matured six months from the date of issuance. The note has matured and remains unpaid at the quarter ended May 31, 2017.

On August 15, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $16,000 which matures six months from the date of issuance. The note has matured and remains unpaid at the quarter ended May 31, 2017.

As of August 31, 2016, the Company had an outstanding payable of $14,609 to the CEO. The payable is unsecured, due on demand and bears no interest. As of May 31, 2017 the accounts payable – related party has been paid and currently has a balance of $0.

On October 27, 2016 the Company issued a significant shareholder a 7% unsecured promissory notes totaling $10,000 which matures six months from the date of issuance. The note has matured and remains unpaid at the quarter ended May 31, 2017

One November 14, 2016 the Company issued a significant shareholder a 7% unsecured promissory note totaling $80,000 which matures six months from the date of issuance.

On February 17, 2017, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $30,000 which matures six months from the date of issuance.

On March 31, 2017, the Company issued a significant shareholder 7% unsecured promissory note in the amount of $7,000 which matures six months from the date of issuance.

9. SUBSEQUENT EVENTS

As of June 10, 2017, the Company issued an aggregate of 40,000,000 shares of common stock pursuant to the exercise of warrants for proceeds of $4,000.

On June 29, 2017, the Company issued 200,000 shares of common stock committed to be issued for the purchase of certain domain names (see Note 4).

On June 29, 2017, in connection with the resignation of Mr. Tenzer, the 20,000,000 shares of stock issued upon the exercise of the warrants was returned to the Company and cancelled and the exercise proceeds of $2,000 were returned to Mr. Tenzer.

ItemITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this Quarterly Report and other filings with the SEC, reports to our stockholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “may,” “should,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this Quarterly Report to conform forward-looking statements to actual results.results, except as may be required under applicable law. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:

The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this Quarterly Report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.

Overview

Cine-Source Entertainment, Inc. (the “Old Corporation”) a Colorado corporation, was formed on July 29, 1988. Pursuant to a Plan of Merger dated February 24, 2004, the Old Corporation filed Articles and Certificate of Merger with the Secretary of State of the State of Colorado merging the Old Corporation into Cine-Source Entertainment, Inc. (the “Surviving Corporation”), a Colorado corporation. A previous controlling stockholder group of the Old Corporation arranged the merger for business reasons that did not materialize. On April 26, 2004, the Surviving Corporation effectuated a 1 for 200 reverse stock split. The name of the Surviving Corporation was changed to First Quantum Ventures, Inc., on April 27, 2004. On April 13, 2006, the Surviving Corporation formed a wholly owned subsidiary, a Nevada corporation named First Quantum Ventures, Inc., and on May 5, 2006 merged the Surviving Corporation with and into this subsidiary, referred to herein as DTII.

The Share Exchange qualified as a transaction exempt from registration or qualification under the Securities Act of 1933, as amended (the “Securities Act”), and under the applicable securities laws of each jurisdiction where any of the stockholders reside.subsidiary.

On March 15, 2012, the Company changed its name to DiMi Telematics, International, Inc.

On April 16, 2012, the Company issued a 1 for 1 stock dividend to current stockholders whereby the Company issued an additional 33,959,744 shares of common stock.  On May 16, 2012, the Company issued an additional 1 for 1 stock dividend to current stockholders whereby an additional 71,286,155 shares were issued. The dividends were also applied to outstanding warrants.  The Company has reflected the dividends as splits, which have been retroactively reflected in the financial statements.

In early 2017, our management team elected to suspend further investment and working capital on developing the Company’s technology and business prospects, turning its attention to prevailing new business opportunities in other high growth industries; namely the hemp-derived cannabidiol (“CBD”) market. On March 10, 2017, the Company changed its name to Bespoke Extracts, Inc. (formerly known as DiMi Telematics International, Inc.) to align the Company’s corporate identity with its new business plan.

The Company is now focused on bringing to market a proprietary line of premium, quality, all natural CBD products in the forms of tinctures, capsules, drops and edibles for the nutraceutical and veterinary markets. Produced using pure, all natural, zero-THC phytocannabinoid-rich (“PCR”) hemp-derived isolate, our products will be marketed as dietary supplements through wholesale channels and direct-to-consumers via our retail ecommerce store found at www.bespokeextracts.com.

Plan of Operations

To be launchedWe have not yet commenced sales of our products but anticipate doing so in September 2017, ourthe near future. Our introductory retail line of premium CBD extracts will comecomes in the form of tinctures and include:including:

Generally speaking, most CBD products for oral consumption available on the market have an earthy, bitter taste that some observers suggest is reminiscent of chlorophyll. The centerpiece of the Company’s introductory line of great-tasting tinctures is our formulation which infuses pure, raw, all-natural, un-pasteurized Mānuka honey into our hemp-derived CBD extract.

Our Mānuka honey, imported directly from New Zealand, is one of the most unique and beneficial forms of honey in the world and carries the industry’s highest Unique Manuka Factor (UMF^®) 16+ rating, distinguishing it as superior high grade Mānuka. Legislated by the UMF Honey Association (http://www.umf.org.nz/), the UMF rating system provides for a quality trademark and grading system identifying natural unadulterated Mānuka honey that has a special unique natural property found only in some strains of Mānuka honey. High grade (10+) Mānuka honey contains a high concentration of methylglyoxal, giving the honey its superior antibiotic quality. Produced by bees that pollinate the native Mānuka bush, general Mānuka honey uses range from healing sore throats and digestive illnesses to curing Staph infections and gingivitis.

In 1982, researchers at the New Zealand University of Waikato discovered that Mānuka honeyhas a considerably higher level of enzymes than regular honey. (http://www.waikato.ac.nz/news/archive.shtml?article=1087). These enzymes create a natural hydrogen peroxide that works as an antibacterial. The Company’s tinctures are infused with superior high grade, rawMānukahoney, further enhancing the potential health benefits offered by the CBD isolate we use, and delivering a delicious tasting experience for consumers.

Planned Expansion of Product Line

By the fallend of 2017,the summer of 2018, presuming market conditions are favorable, we expect to expand our retail product offerings to include new flavored options of tinctures, and drops, as well as introducing our formulations in the form of capsules, sprayslotions and edibles, such as gummies and chewable candies.

Commitment to Excellence in Supply, Manufacturing and Logistics

A key differentiator of our finished products is the superb quality of ingredients we source from the industry’s leading suppliers, each of whom we have carefully vetted and qualified.

It is important to note that the CBD oil industry has attracted a whole host of ‘snake oil-like’ salesmen who are intent on capitalizing on rising consumer demand for CBD products; however their primary motive is merely profit, not quality, much less safety. In fact, in late February 2015, the U.S. Federal Drug Administration (“FDA”) issued several warning letters to companies who claimed that their products contained CBD, but following testing of these products by the FDA were found to have no CBD whatsoever, much less high quality, pure and/or organic CBD.

All of the Company’s flavor-infused tinctures and drops are created using our formulations with pure, all natural CBD isolate sourced from a leading supplier which sends each batch of CBD isolate it produces to a third party for purity and safety verification prior to shipping to our manufacturer. CBD isolate contains no THC, so products made using this product are not psychotropic and do not produce the “high” associated with THC products. Committed to sustainable agriculture, our manufacturer sources its hemp-derived CBD from only non-GMO crops grown without pesticides, herbicides or insecticides. Moreover, its purification plant and processes are International Organization for Standardization (“ISO”) 9001 certified and Good Manufacturing Practice (“GMP”) certified, reflecting our shared commitment to following only industry-best standards.salves. 

RawMānuka honey used in our products is imported directly fromGraham Cammells Honey located on the north island of New Zealand which has been supplying quality bee products since 1974.

Fulfillment of orders from our online customers is managed by a third-party logistics partner.

Development Status and Go-to-Market Strategy

Few will argue thatWe believe the traditional retail environment is currently experiencing notable economic instability due largely to the global shift in consumer purchasing behaviors – with online shopping/ecommerce sites rapidly overtaking brick-and-mortar stores as consumer preferred shopping venues. In view of this retailing reality, we have adopted a Direct-to-Consumer sales model that will be anchored by a high impact, visually stunning, content-rich ecommerce website whereby we will educate and sell and ship our CBD products directly to consumers.

Our marketing initiatives will include the use of social marketing, direct response marketing, inbound marketing, email marketing, Search Engine Optimization and content marketing, among other proven strategies. We will also explore utilizing coupon and deal sites to drive traffic to our website and participate in select industry conferences to promote our brand and build greater awareness of our products among prospective business partners and consumers.

Critical Accounting Policies and Estimates

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Intellectual Property

Intellectual property is stated at cost. When retired or otherwise disposed, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 15 years.

Revenue Recognition

The Company intends to recognize revenue on four basic criteria which must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

Stock Based Compensation

The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date for employee awards and upon a commitment date or completion of services for nonemployee awards based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement.

Employees

As of May 31, 2017,2018, the Company employed no full time and no part time employees other than its Chief Executive Officer.

Results of Operation for the Three Months EndedRESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED May 31. 2018 AND May 31, 2017 and May 31, 2016.2017.

Selling, General and AdministrativeOperating Expenses

Selling, general and administrative expenses for the three months ended May 31, 20172018 and May 31, 20162017 totaled $16,543$2,103,756 and $4,869,$5,104,964, respectively. Warrant expenses included in selling, general and administrative totaled $2,641,192 for warrants issued to the Company’s CEO and consulting agreements in 2018. Warrant expenses included in selling, general and administrative totaled $5,088,421 for warrants issued to the Company’s CEO in 2017. Payroll expense amounted to $21,829$3,128 and $21,124$21,829 for the three months ended May 31, 20172018 and May 31, 2016,2017, respectively. Impairment of intellectual propertyConsulting amounted to $1,248$52,590 and $0$28,000 for the three months ended May 31, 20172018 and May 31, 2016. Stock based compensation amounted to $5,088,421 and $0 for the three months ended May 31, 2017 and May 31, 2016, respectively. Stock based compensation is an expense related to the issuances of warrants to the CEO. See Note 3.

Amortization Expense

2017. Amortization expense for the three months ended May 31, 20172018 and May 31, 20162017 totaled $836$877 and $33,$836, respectively. Amortization expense is in relation to recent URL purchase, prior year amortization is the expensing of intellectual property and the iPhone application.

Amortization of Debt Discount

Amortization of debt discount for the three months ended May 31, 2017 and May 31, 2016 totaled $11,352 and $0 respectively. Discount on debenture is in relation to the issuance of a note payable in connection with a stock stale. See Note 6.

Interest Expense

Interest expense on promissory notes for the three months ended May 31, 20172018 and May 31, 2016,2017, was $9,383$140,962 and $60,$20,735, respectively.  The Company entered into four unsecured promissory notes with related parties.   See Note 6.

Net Loss

For the reasons stated above, our net loss for the three months ended May 31, 20172018 totaled $5,250,114$2,392,187 or $(0.28)$(0.07) per share, an increaseand decreased of $5,180,853$2,857,927 compared to a net loss for the three months ended May 31, 20162017 of $69,261,$5,250,114, or ($0.02)0.28) per share. The majority of the additional loss is due to recognition of stock based expense totaling $5,088,421.

Results of Operation for the Nine Months EndedRESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED May 31, 2017 and May2018 AND MAy 31, 2016.2017.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the nine months ended May 31, 20172018 and May 31, 20162017 totaled $30,807$4,642,757 and $15,662,$5,119,228, respectively. Warrant expenses included in selling, general and administrative totaled $4,526,235 for warrants issued to the Company’s CEO and consulting agreements in 2018. Warrant expenses included in selling, general and administrative totaled $5,088,421 for warrants issued to the Company’s CEO in 2017. Payroll expense amounted to $67,515$24,242 and $62,636$67,515 for the nine months ended May 31, 20172018 and May 31, 2016,2017, respectively. Brand DevelopmentConsulting amounted to $10,000$128,500 and $0$73,750 for the nine months ended May 31, 20172018 and May 31, 2016. Formula development amounted to $7,500 and $0 for the nine months ended May 31, 2017 and May 31, 2016. Brand and Formula development is in relation to the change in business operations to the CBD market. Impairment of intellectual property amounted to $1,248 and $0 for the nine months ended May 31, 2017 and May 31, 2016. Stock based compensation amounted to $5,088,421 and $0 for the nine months ended May 31, 2017 and May 31, 2016, respectively. Stock based compensation is an expense related to the issuances of warrants to the CEO. See Note 3.

Amortization Expense

2017. Amortization expense for the nine months ended May 31, 20172018 and May 31, 20162017 totaled $902$2,509 and $99,$902, respectively. Amortization expense is in relation to recent URL purchase, prior year amortization is the expensing of intellectual property and the iPhone application.

Amortization of Debt Discount

Amortization of debt discount for the nine months ended May 31, 2017 and May 31, 2016 totaled $11,352 and $0 respectively. Discount on debenture is in relation to the issuance of a note payable in connection with a stock stale. See Note 6.

Interest Expense

Interest expense on promissory notes for the nine months ended May 31, 20172018 and May 31, 2016,2017, was $12,327$327,632 and $60, respectively.  The Company entered into four unsecured promissory notes with related parties.   See Note 6.$23,679, respectively

Net Loss

For the reasons stated above, our net loss for the nine months ended May 31, 20172018 totaled $5,345,435$5,289,609 or $(0.65)$(0.16) per share, an increasea decrease of $5,036,202$55,826 compared to a net loss for the nine months ended May 31, 20162017 of $309,233,$5,345,435, or ($0.11)0.65) per share. The majority of the additional loss is due to recognition of stock based expense totaling $5,088,421.

LIQUIDITY AND CAPITAL RESOURCES

As of May 31, 2017,2018, we had cash and cash equivalents of $158,046.$315,670. Net cash used in operating activities for the nine months ended May 31, 20172018 was approximately $308,068 our$461,802. Our current liabilities as of May 31, 20172018 totaled $341,709$518,189 consisting of accounts payable and accrued liabilities of $19,798$117,622, and convertible note payablepayables-net, unamortized discounts of $168,861 and note payables of $153,050. We have net negative working capital of $183,663 as of May 31, 2017.$400,517.

The accompanying financial statements have been prepared assuming a continuation of the Company as a going concern. The Company has reported a net loss of $5,345,435$5,289,609 for the nine months ended May 31, 20172018 and had an accumulated deficit of $7,773,024$14,396,695 as of May 31, 2017.2018. These conditions raise significant doubt about our ability to continue as a going concern.

We have not generated positive cash flows from operating activities. The primary source of capital has been from the sale of equity securities. Our primary use of capital has been for professional fees and general and administrative costs. Our working capital requirements are expected to increase in line with the growth of our business. We have no committed sources of capital and will need to raise additional capital to continue and expand our operations. Additional capital may not be available on terms acceptable to us, or at all.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ItemITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable torequired for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management of the Company conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, Act (“Exchangeas amended (the “Exchange Act”)). as of the end of the period covered by this report.  The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Commission'sCommission’s rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, itour management has been concluded that the design and operation of our disclosure controls and procedures are not effective since the following material weaknesses exist:

To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures.

Changes in Internal Control over Financial Reporting

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

PART II – OTHER INFORMATION

We are not currently a party to, nor is any of our property currently the subject of, any pendingmaterial legal proceeding that will have a material adverse effect on our business.proceedings.

Not applicable torequired for smaller reporting companies.

None.

None.

No disclosure required.

None.

* Filed herewith.

** Furnished herewith.

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 on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

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