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, 2021~~June 30, 2022

☐ 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)

Nevada		20-4743354
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

~~323 Sunny Isles Boulevard, Suite 700~~2590 Walnut St.

~~Sunny Isles Beach, FL 33160~~Denver, CO 80205

(Address of principal executive offices)

855-633-3738

(Registrant’s telephone number, including area code)

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

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

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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

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 ☒

As of August ~~10, 2021,~~19, 2022, there were ~~246,889,621~~450,071,119 shares outstanding of the registrant’s common stock, par value $0.001.

TABLE OF CONTENTS

		Page No.

PART I - FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1216
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1520
Item 4	Controls and Procedures	1520

PART II - OTHER INFORMATION		1621
Item 1.	Legal Proceedings	1621
Item 1A.	Risk Factors	1621
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1621
Item 3.	Defaults Upon Senior Securities	1621
Item 4.	Mine Safety Disclosures	1621
Item 5.	Other Information	1621
Item 6.	Exhibits	1621

PART I

Item 1. Financial Statements.

Bespoke Extracts, Inc.

Condensed Consolidated Balance Sheets

May 31, August 31,
2021 2020
(Unaudited)
Assets
Current assets
Cash $ 83,145 $ 126,603
Accounts receivable, net 4,852 3,585
Prepaid expense 92,000 2,319
Inventory, net 76,857 -
Total current assets 256,854 132,507

Furniture and equipment 2,745 -
Domain names, net of amortization of $13,305 and $10,872, respectively 33,558 33,741
Total assets $ 293,157 $ 166,248

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued liabilities $ 62,136 $ 59,913
Note payable - related party 534 120,000
Convertible notes 500,000 500,000
Total current liabilities 562,670 679,913

Commitments and contingencies (Note 7)

Stockholders’ Deficit
Preferred stock, par value $0.001, 50,000,000 shares authorized, 1 share issued and outstanding as of May 31, 2021 and August 31, 2020, respectively - -
Series A Convertible Preferred Stock, $0.001 par value, 1,000 designated shares; no shares issued and outstanding as of May 31, 2021 and August 31, 2020, respectively - -
Series C Preferred Stock, $0.001 par value, 1 share designated; 1 share issued and outstanding as of May 31, 2021 and August 31, 2020, respectively, stated value $24,000. - -
Common stock, $0.001 par value: 3,000,000,000 shares authorized; 246,888,426 and 194,388,426 shares issued and outstanding as of May 31, 2021 and August 31, 2020, respectively 246,889 194,389
Additional paid-in capital 19,066,135 17,992,635
Common stock payable - 76,000
Accumulated deficit (19,582,537 ) (18,776,689 )
Total stockholders’ deficit (269,513 ) (513,665 )
Total liabilities and stockholders’ deficit $ 293,157 $ 166,248

	June 30,			December 31,
	2022			2021
	(Unaudited)
Assets
Current assets
Cash	$	24,574		$	148,227
Accounts receivable, net		3,478			3,636
Advances to WonderLeaf		12,000			-
Note receivable and accrued interest WonderLeaf		20,431			-
Prepaid expense		13,337			6,439
Inventory, net		-			46,825
Total current assets		73,820			205,127

Furniture and equipment		9,947			2,745
Right of Use Asset		308,142			339,780
Deposits		12,719			12,000
Total assets	$	404,628		$	559,652

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	159,022		$	82,729
Inventory earn-out		75,000			75,000
Note payable - related party		-			2,500
Operating lease liability		62,797			59,777
Total current liabilities		296,819			220,006

Long-Term Operating Lease Liability		247,907			280,369
Total liabilities		544,726			500,375

Commitments and contingencies (Note 10)

Stockholders' Equity
Preferred stock, par value $0.001, 50,000,000 shares authorized, 1 share issued and outstanding as of June 30, 2022 and December 31,2021, respectively					-
Series C Preferred Stock, $0.001 par value, 1 share designated; 1 share issued and outstanding as of June 30, 2022 and December 31, 2021, respectively, stated value $24,000.		-			-
Common stock, $0.001 par value: 3,000,000,000 shares authorized;435,569,924 and 366,679,924 shares issued and 368,069,924 and 299,179,924 shares outstanding as of June 30, 2022 and December 31, 2021, respectively		368,070			299,180
Additional paid-in capital		21,243,880			19,527,669
Accumulated deficit		(21,752,048	)		(19,767,572	)
Total stockholders' equity		(140,098	)		59,277
Total liabilities and stockholders' equity	$	404,628		$	559,652

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

Bespoke Extracts, ~~Inc.~~Inc

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2022			2021			2022			2021
Sales	$	346		$	14,256		$	3,407		$	20,004
Cost of products sold		46,668			5,861			47,515			7,229
Gross Profit		(46,322	)		8,395			(44,108	)		12,775

Operating expenses:
Selling, general and administrative expenses		894,917			157,066			1,792,451			348,927
Professional fees		35,493			20,458			89,848			41,801
Consulting		35,500			77,000			58,500			148,500
Amortization expense of domain name		-			811			-			1,622
Total operating expenses		965,910			255,335			1,940,799			540,850

Loss from operations		(1,012,232	)		(246,940	)		(1,984,907	)		(528,075	)

Other income
Interest income		250			-			431			-
Total other income		250			-			431			-

Loss before income tax		(1,011,982	)		(246,940	)		(1,984,476	)		(528,075	)
Provision for income tax		-			-			-			-
Net Loss	$	(1,011,982	)	$	(246,940	)	$	(1,984,476	)	$	(528,075	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted		351,543,770			240,532,826			333,197,383			240,532,826

NET LOSS PER COMMON SHARE OUTSTANDING
Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

For the three months ended For the nine months ended
May 31, May 31, May 31, May 31,
2021 2020 2021 2020
Sales $ 10,117 $ - $ 21,684 $ 1,739
Cost of products sold 3,186 - 7,202 1,087
Gross Profit 6,931 - 14,482 652

Operating expenses:
Selling, general and administrative expenses 206,087 3,161,806 551,170 3,594,236
Professional fees 22,604 25,367 85,227 174,153
Consulting 77,000 24,562 181,500 158,062
Amortization expense of domain name 811 811 2,433 2,797
Total operating expenses 306,502 3,212,546 820,330 3,929,248

Loss from operations (299,571 ) (3,212,546 ) (805,848 ) (3,928,596 )

Other expense
Loss on settlement of debt - - - (89,595 )
Interest expense and amortization of debt discount - (242,188 ) - (535,688 )
Total other expense - (242,188 ) - (625,283 )

Loss before income tax (299,571 ) (3,454,734 ) (805,848 ) (4,553,879 )
Provision for income tax - - - -
Net Loss $ (299,571 ) $ (3,454,734 ) $ (805,848 ) $ (4,553,879 )

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted 246,888,426 111,910,165 225,296,851 105,433,560

LOSS PER COMMON SHARE OUTSTANDING
Basic and Diluted $ (0.00 ) $ (0.03 ) $ (0.00 ) $ (0.04 )

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

Bespoke Extracts, ~~Inc.~~Inc

Condensed ~~Statement~~Consolidated Statements of ~~Stockholders Deficit~~Cash Flows

~~For The Three and Nine Months Ended May 31, 2021 and 2020~~(Unaudited)

~~Unaudited~~

	For the Six Months Ended
	June 30,			June 30,
	2022			2021
Cash flows from operating activities
Net Loss	$	(1,984,476	)	$	(528,075	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization expense of domain names		-			1,622
Amortization of Right of Use Asset		31,638			-
Stock based compensation and stock option expense		1,435,860			-
Inventory reserve		46,825			-
Changes in operating assets and liabilities:
Accounts receivable		158			(2,611	)
Prepaid expense		(6,898	)		(49,839	)
Inventory		-			(32,741	)
Interest receivable WonderLeaf		(431	)		-
Operating lease liability		(29,442	)		-
Accounts payable and accrued liabilities		76,293			(22,459	)
Net Cash used in operating activities		(430,473	)		(634,103	)

Cash flows from investing activities
Advances to WonderLeaf		(12,719	)		-
Note receivable WonderLeaf funded		(20,000	)		-
Purchase of equipment		(7,202	)		-
Net cash used in investing activities		(39,921	)		-

Cash flow from financing activities
Payment of capital contribution		4,792			-
Repayment of note payable - related party		(2,500	)		-
Proceeds from the issuance of units		344,449			600,000
Net cash provided by financing activities		346,741			600,000

Net increase / (decrease) in cash		(123,653	)		(34,103	)
Cash at beginning of period		148,227			79,795
Cash at end of period	$	24,574		$	45,692

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Noncash investing and financing activities:
Stock issued for conversion of debt - related party	$	-		$	100,000

Series A Series C
Preferred Preferred Preferred Preferred Common Common Common
Shares Par Shares Par Shares Par Stock Accumulated
Outstanding Amount Outstanding Amount Outstanding Amount APIC Payable Deficit Total
Balance February 28, 2021 (Unaudited) — $ — 1 $ - 246,888,426 $ 246,889 $ 19,066,135 $ - $ (19,282,966 ) $ 30,058

Net loss for the three months ended May 31, 2021 - - - - - - - - (299,571 ) (299,571 )
Balance May 31, 2021 (Unaudited) — $ — 1 $ - 246,888,426 $ 246,889 $ 19,066,135 $ - $ (19,582,537 ) $ (269,513 )

Series A Series B Series C
Preferred Preferred Preferred Preferred Preferred Preferred Common Common Common
Shares Par Shares Par Shares Par Shares Par Stock Accumulated
Outstanding Amount Outstanding Amount Outstanding Amount Outstanding Amount APIC Payable Deficit Total

Balance  August 31, 2019 — $ — — $ — $ — $ — 78,155,093 $ 78,156 $ 13,950,095 $ 76,000 $ (14,135,883 ) $ (31,632 )

Preferred stock issued for the conversion of accrued salary - - 1 1 - - - - 23,999 - - 24,000

Sale of common stock - - - - 20,833,333 20,833 104,167 - - 125,000

Common stock issued  for services - - - - - - 4,500,000 4,500 36,000 - - 40,500

Option and warrant expense - - - - - - - - 3,467,440 - - 3,467,440

Exercise of stock options - - - - - - 20,000,000 20,000 - - - 20,000

Common stock issued with debt - - - - 9,900,000 9,900 108,800 - - 118,700

Repurchase of common stock - - - - - - (3,000,000 ) (3,000 ) (24,500 ) - - (27,500 )

Exchange of preferred stock - - (1 ) (1 ) 1 - - - 1 - - -

Capital contribution of accrued salary -  related party - - - - - - - 45,333 - - 45,333

Beneficial conversion feature - - - - - - - - 281,300 - - 281,300

Net loss for the nine months ended May 31, 2020 - - - - - - - - - - (4,553,879 ) (4,553,879 )

Balance  May 31, 2020 (Unaudited) — $ — — $ — 1 $ — 130,388,426 $ 130,389 $ 17,992,635 $ 76,000 $ (18,689,762 ) $ (490,738 )

Series A Series C
Preferred Preferred Preferred Preferred Common Common Common
Shares Par Shares Par Shares Par Stock Accumulated
Outstanding Amount Outstanding Amount Outstanding Amount APIC Payable Deficit Total
Balance August 31, 2020 — $ — 1 $ — 194,388,426 $ 194,389 $ 17,992,635 $ 76,000 $ (18,776,689 ) $ (513,665 )

Common stock for conversion of note payable - related party - - 20,000,000 20,000 230,000 - - 250,000

Exchange of common stock payable - - - - 500,000 500 75,500 (76,000 ) - -

Sale of common stock 32,000,000 32,000 768,000 - - 800,000

Net loss for the nine months ended May 31, 2021 - - - - - - - - (805,848 ) (805,848 )
Balance May 31, 2021 (Unaudited) — $ — 1 $ — 246,888,426 $ 246,889 $ 19,066,135 $ - $ (19,582,537 ) $ (269,513 )

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

Bespoke Extracts, ~~Inc.~~Inc

Condensed ~~Statements~~consolidated Statement of ~~Cash Flows~~Stockholders Equity / (Deficit)

For The Three and Six Months Ended June 30, 2022 and 2021

(Unaudited)

	Series C
	Preferred		Preferred		Common		Common		Additional		Common
	Shares		Par		Shares		Par		Paid-in		Stock		Accumulated
	Outstanding		Amount		Outstanding		Amount		Capital		Payable		Deficit			Total
Balance March 31, 2021 (Unaudited)		1	$	-		246,888,426	$	246,889	$	19,066,135	$	-	$	(19,397,085	)	$	(84,061	)

Net loss for the three months ended June 30, 2021		-		-		-		-		-		-		(246,940	)		(246,940	)
Balance June 30, 2021 (Unaudited)		1	$	-		246,888,426	$	246,889	$	19,066,135	$	-	$	(19,644,025	)	$	(331,001	)

	Series C
	Preferred		Preferred		Common		Common		Additional
	Shares		Par		Shares		Par		Paid-in		Accumulated
	Outstanding		Amount		Outstanding		Amount		Capital		Deficit			Total
Balance March 31, 2022 (Unaudited)		1	$	-		338,629,924	$	338,630	$	20,417,867	$	(20,740,066	)	$	16,431

Stock based compensation and stock option expense		-		-						708,253					708,253

Unit Offering		-		-		29,440,000		29,440		117,760		-			147,200

Net loss for the three months ended June 30, 2022		-		-		-		-		-		(1,011,982	)		(1,011,982	)
Balance June 30, 2022 (Unaudited)		1	$	-		368,069,924	$	368,070	$	21,243,880	$	(21,752,048	)	$	(140,098	)

For the nine months ended
May 31, May 31,
2021 2020
Cash flows from operating activities
Net Loss $ (805,848 ) $ (4,553,879 )
Adjustments to reconcile net loss to net cash used in operating activities
Amortization and impairment expense of domain names 2,433 2,797
Amortization of debt discounts - 535,687
Bad debt expense - 2,981
Loss on settlement of debt 89,595
Option and warrant expense - 3,467,440
Common stock issued for services - 40,500
Changes in operating assets and liabilities:
Accounts receivable (1,267 ) (165 )
Inventory (76,857 ) 1,907
Prepaid expense (89,681 ) 6,137
Accounts payable and accrued liabilities 2,223 (542 )
Net Cash used in operating activities (968,997 ) (407,542 )

Cash flows from investing activities
Purchase of  Url (2,250 ) -
Purchase of  equipment (2,745 ) -
Net cash used in investing activities (4,995 ) -

Cash flow from financing activities
Proceeds from note payable - related party 130,534 -
Proceeds from the issuance of  convertible debt - 400,000
Proceeds from exercise of stock options for cash - 20,000
Repayment of debt - (120,000 )
Repurchase of common stock - (27,500 )
Sale of common stock 800,000 125,000
Net cash provided by financing activities 930,534 397,500

Net decrease in cash (43,458 ) (10,042 )
Cash at beginning of period 126,603 10,343
Cash at end of period $ 83,145 $ 301

Supplemental disclosure of cash flow information
Cash paid for interest $ - $ -
Cash paid for income taxes $ - $ -

Noncash investing and financing activities:
Discount due beneficial conversion feature $ - $ 281,300
Stock issued with convertible debt $ - $ 118,700
Stock issued for conversion of debt - related party $ 250,000 $ -
Capital contribution of salary - related party $       $ 45,333
Stock issued for common stock payable $ 76,000 $ -
Preferred stock issued for the conversion of accrued salary $ - $ 24,000
Assignment of URL for settlement of debt $ - $ 5,282

	Series C
	Preferred		Preferred		Common		Common		Additional		Common
	Shares		Par		Shares		Par		Paid-in		Stock			Accumulated
	Outstanding		Amount		Outstanding		Amount		Capital		Payable			Deficit			Total
Balance December 31, 2020 (Unaudited)		1	$	-		229,388,426	$	229,389	$	18,307,635	$	76,000		$	(19,115,950	)	$	(502,926	)

Common stock for conversion of note payable - related party		-		-		5,000,000		5,000		95,000		-			-			100,000

Sale of common stock		-		-		12,000,000		12,000		588,000		-			-			600,000

Issuance of common stock payable		-		-		500,000		500		75,500		(76,000	)		-			-

Net loss for the six months ended June 30, 2021		-		-		-		-		-		-			(528,075	)		(528,075	)
Balance June 30, 2021 (Unaudited)		1	$	-		246,888,426	$	246,889	$	19,066,135	$	-		$	(19,644,025	)	$	(331,001	)

	Series C
	Preferred		Preferred		Common		Common		Additional
	Shares		Par		Shares		Par		Paid-in		Accumulated
	Outstanding		Amount		Outstanding		Amount		Capital		Deficit			Total
Balance December 31, 2021 (Unaudited)		1	$	-		299,179,924	$	299,180	$	19,527,669	$	(19,767,572	)	$	59,277

Payment of capital contribution		-		-		-		-		4,792		-			4,792

Stock based compensation and stock option expense		-		-		-		-		1,435,859		-			1,435,859

Unit Offering		-		-		68,890,000		68,890		275,560		-			344,450

Net loss for the six months ended June 30, 2022		-		-		-		-		-		(1,984,476	)		(1,984,476	)
Balance June 30, 2022 (Unaudited)		1	$	-		368,069,924	$	368,070	$	21,243,880	$	(21,752,048	)	$	(140,098	)

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

BESPOKE EXTRACTS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~May 31, 2021 AND May 21, 2020~~June 30, 2022

(Unaudited)

1. NATURE OF OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN

Nature of Business Operations

Bespoke Extracts, Inc. (the “Company”) is a Nevada corporation focused on selling its proprietary line of specially-formulated, premium quality, hemp-derived CBD products.

~~The Company introduced its original line of CBD products in 2018.~~ In ~~the fall~~November 2021, new management of ~~2020,~~ the Company ~~unveiled~~was appointed and the Company began to focus on other complimentary lines of business to its CBD offerings. Under our new management team, we plan to expand the Company’s focus to regulated cannabis markets in the United States.

On December 2, 2021, Bespoke Extracts Colorado, LLC (“Bespoke Colorado”), a ~~new brand image, new website~~newly formed wholly-owned subsidiary of the Company entered into an asset purchase agreement with WonderLeaf, LLC (“WonderLeaf”), and ~~ecommerce store~~on December 7, 2021, Bespoke Colorado and WonderLeaf entered into an amendment to such asset purchase agreement (as amended, the “WonderLeaf Purchase Agreement”). Pursuant to the Wonderleaf Purchase Agreement, Bespoke Colorado agreed to purchase from WonderLeaf, and WonderLeaf agreed to sell to Bespoke Colorado, certain assets of WonderLeaf, including a license to manufacture marijuana-infused products, existing inventory, and extraction equipment and ancillary items, all as further set forth in the Wonderleaf Purchase Agreement, for a purchase price of $225,000, to be paid in shares of common stock of the Company (including 2,500,000 shares issuable, and to be held in escrow, upon execution of the WonderLeaf Purchase Agreement, and an additional $150,000 of common stock that will be valued based on the volume weighted average price of the common stock, subject to a floor of $0.02 per share and a ~~new line-up~~ceiling of ~~hemp-derived CBD formulations available~~$0.04 per share), provided that, the purchase price for ~~purchase in~~ the ~~form~~inventory will be 90% of ~~tinctures, softgels~~the wholesale value of the regulated marijuana portion of the inventory and ~~creams.~~

the packaging corresponding thereto set forth on the inventory accounting statement to be prepared pursuant to the Wonderleaf Purchase Agreement. As of the date of filing the Company has not closed on the transaction.

Basis of Presentation

The accompanying condensed consolidated unaudited ~~condensed~~ financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments ~~consisting~~ of a normal and recurring nature considered necessary for a fair presentation have been included. Operating results for the three and ~~nine~~six months ended ~~May 31, 2021~~June 30, 2022 may not necessarily be indicative of the results that may be expected for the year ended ~~August~~December 31, ~~2021.~~2022.

For further information, refer to the Company’s financial statements and footnotes thereto included in the Annual Report on Form 10-K for the year ended August 31, ~~2020.~~2021 and the Transition Report on Form 10Q-T for the transition period from September 1, 2021 to December 31, 2021.

On February 2, 2022, the Company changed its fiscal year from August 31 to December 31.

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

~~Going Concern~~Principles of Consolidation

The accompanying condensed consolidated unaudited financial statements include the accounts of Bespoke Extracts, Inc., and its wholly owned subsidiary Bespoke Extracts Colorado, LLC. All inter-company balances have been eliminated.

Going Concern

The accompanying condensed consolidated unaudited financial statements have been prepared assuming a continuation of the Company as a going concern. The Company had negative cash flows from operations, a working capital deficit and an accumulated deficit as of and for the ~~nine~~six months ended ~~May 31, 2021.~~June 30, 2022. This raises 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 ~~repaying~~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.

Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and accompanying notes. Significant estimates include the assumption used in the valuation of equity-based transactions, valuation of intangible assets, allowance for doubtful accounts and inventory valuation and reserves. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with original maturities of three months or less at the time of purchase. At ~~May~~June 30, 2022 and December 31, 2021, ~~and August 31, 2020,~~ the Company did not have any cash equivalents.

Fair Value of Financial Instruments

The carrying amounts of cash, accounts receivable, prepaid expenses, inventory and other assets, accounts payable, accrued liabilities, note payable and convertible note payable approximate their fair values as of ~~May~~June 30, 2022 and December 31, 2021, ~~and August 31, 2020,~~ respectively, because of their short-term natures and the Company’s borrowing rate of interest.

Accounts Receivable

Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense.

The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. At ~~May~~June 30, 2022 and December 31, 2021, ~~and August 31, 2020,~~ the Company has recorded an allowance for doubtful accounts of ~~$2,981~~$0 and ~~$2,981,~~$0, respectively. At ~~May~~June 30, 2022 and December 31, 2021 ~~and August 31, 2020~~ included in the accounts receivable is the merchant holdback receivable balance of $3,636 and ~~$3,585,~~$3,636, respectively which will be remitted to the Company in the future.

~~Inventory~~

Advances to WonderLeaf

During the six months ended June 30, 2022 the Company advanced WonderLeaf $12,000 to cover operating expenses. The amounts are repayable upon demand.

Inventory

Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out basis and net realizable value. Net realizable value is defined as sales price less cost of completion, disposition and transportation and a normal profit margin. As of ~~May~~June 30, 2022 and December 31, 2021, ~~and August 31, 2020,~~ inventory amounted to ~~$76,857~~$0 and ~~$0,~~$46,825, respectively, which consisted of finished goods of ~~$72,435,~~$79,909 and $43,574, and raw materials of ~~$4,422~~$0 and $3,251 net of ~~reserves. During the nine months ended May~~reserves, respectively. As of June 30, 2022 and December 31, 2021 ~~the Company adjusted the reserves by $6,776 for products sold. As of May 31, 2021 and August 31, 2020~~ inventory reserves were ~~$33,476~~$79,909 and ~~$40,252,~~$33,476, respectively.

Revenue Recognition

We account for revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 606, “Revenue from Contracts with Customers”. Revenue is measured based on the amount of consideration that we expect to receive, reduced by discounts and estimates for credits and returns (calculated based upon previous experience and management’s evaluation). Outbound shipping charged to customers is recognized at the time the related merchandise revenues are recognized and are included in net revenues. Inbound and outbound shipping and delivery costs are included in cost of revenues.

Our products are sold through our online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due on the date of shipment. The Company offers a 30 day return policy on sales.

Stock ~~Option Plans~~Based Compensation

Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option or warrant, whichever is more reliably measurable, and in accordance with FASB ASC 718, Compensation-Stock Compensation, including related amendments and interpretations. The related expense is recognized over the period the services are provided. Stock option compensation expense has been recognized as a component of general and administrative expenses in the accompanying financial statements for the three and nine months ended May 31, 2020. No stock option compensation expense was recognized for the three and nine months ended May 31, 2021.

Net Income / (Loss) per Share

Basic income / (loss) per share amounts are computed based on net income / (loss) divided by the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. The effect of 25,333,500 warrants and 46,072,874 options is anti-dilutive for the three and six months ended June 30, 2022 as they are not in the money. The effect of 3,000,000 warrants and 0 options, as well as 500,000,000 shares issuable upon the conversion of a convertible note, ~~are anti-dilutive for the three and nine months ended May 31, 2021. The effect of 3,450,000 warrants and 81,200,000 options~~ is anti-dilutive for the three and ~~nine~~six months ~~end May 31, 2020.~~ended June 301, 2021.

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.

Income Taxes

We utilize the asset and liability method of accounting for income taxes. We recognize deferred tax liabilities or assets for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. We regularly assess the likelihood that our deferred tax assets will be recovered from future taxable income. We consider projected future taxable income and ongoing tax planning strategies in assessing the amount of the valuation allowance necessary to offset our deferred tax assets that will not be recoverable. We have recorded and continue to carry a full valuation allowance against our gross deferred tax assets that will not reverse against deferred tax liabilities within the scheduled reversal period. If we determine in the future that it is more likely than not that we will realize all or a portion of our deferred tax assets, we will adjust our valuation allowance in the period we make the determination. We expect to provide a full valuation allowance on our future tax benefits until we can sustain a level of profitability that demonstrates our ability to realize these assets.

2. ASSET PURCHASE AGREEMENT

On February 21, 2017, the Company purchased all right, title, interest and goodwill in or associated with certain domain names set forth in an asset purchase agreement for a total of $20,185 in cash and 200,000 shares of the Company’s common stock valued at $30,000. During the year ended August 31, 2020, the Company transferred certain URLs valued at $5,282 to an unrelated party and impaired $289 leaving a balance of $44,614 of ~~URL’s.~~URLs. The domain names are being amortized over a 15 year period. During the ~~three and nine months~~year ended ~~May~~August 31, 2021, the Company recorded an amortization expense of ~~$811 and $2,433, respectively.~~$3,244. During the ~~nine months~~year ended ~~May~~August 31, 2020, the Company recorded an impairment expense of $289 for the expired domain names. During the three and ~~nine~~six months ended ~~May 31, 2020,~~June 30, 2022 and 2021, the Company recorded an amortization expense of ~~$811~~$0, $0, $3,060 and ~~$2,508~~$3,871, respectively.

In connection with a stock purchase agreement (see note 9), on October 28, 2021, a convertible debenture with an original issue date of December 24, 2019, as amended by Amendment No. 1 thereto, dated May 28, 2020, Amendment No. 2 thereto, dated August 21, 2020, Amendment No. 3 thereto, dated December 10, 2020, Amendment No. 4 thereto, dated January 15, 2021, Amendment No. 5 thereto, dated April 2, 2021, and Amendment No. 6 thereto, dated August 2, 2021 (as amended, the “Debenture”) with an original principal amount of approximately $400,000 was terminated, and all amounts due and payable thereunder forgiven pursuant to a cancellation and satisfaction of debenture agreement entered into between the Company and the Debenture holder. In exchange for cancellation of the debt owed under the Debenture, the Company transferred to the holder certain domain names valued at $32,748. (See Notes 3 and 6.)

3. INVENTORY EARN-OUT

As described in Notes 2 and 6, in exchange for cancellation of the debt owed under the Debenture, the Company transferred to the holder certain domain names and agreed to pay the holder, beginning December 1, 2021, and on a monthly basis through August 31, 2022, 40% of the operating profit generated from sale of the existing CBD inventory of the Company, and on August 31, 2022, to make a final payment equal to an amount of $75,000 minus the total of the monthly payments made under the Inventory Earn Out. As of June 30, 2022 no amounts have been paid.

4. NOTE RECEIVABLE

On January 19, 2022 the Company loaned WonderLeaf $10,000, pursuant to a promissory note. The note bears interest at 5.0% annually and matures on January 18, 2023. Accrued interest amounted to $236 at June 30, 2022.

On February 8, 2022 the Company loaned WonderLeaf $10,000, pursuant to a promissory note. The note bears interest at 5.0% annually and matures on February 8, 2023. Accrued interest amounted to $195 at June 30, 2022.

5. NOTE PAYABLE - RELATED PARTY

~~On August 31, 2020,~~During the ~~Company issued a promissory note in the principal amount of $150,000, to Danil Pollack,~~six months ended June 30, 2022, Michael Feinsod, the Company’s chief executive ~~officer. $120,000~~officer, was remitted upon execution of the note and the remaining $30,000 was remitted on September 22, 2020. The note did not bear interest. On November 10, 2020, the Company entered into an exchange agreement with Mr. Pollack. Pursuant to the exchange agreement, Mr. Pollack exchanged the note for 15,000,000 shares of common stock of the Company.repaid $2,500.

During the nine months ended May 31, 2021, Mr. Pollack loaned the Company an additional $100,534 that was non-interest bearing and payable upon demand. $100,000 of this amount was subsequently deemed to be consideration for 5,000,000 shares of common stock the Company issued to Mr. Pollack on January 6, 2021.

4.6. CONVERTIBLE NOTE PAYABLE

On December 24, 2019, the Company entered into and closed a securities purchase agreement with an accredited investor, pursuant to which the Company issued and sold to the investor an original issue discount convertible debenture in the principal amount of $500,000, for a purchase price of $300,000. The Company also issued to the investor 5,000,000 shares of common stock valued at $55,000 ($0.005 per share). The Company recorded beneficial conversion of $245,000 due to the conversion feature. The debenture ~~may~~could not be converted to common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock. The debenture had an original maturity date of April 30, 2020 and was convertible into shares of common stock of the Company at an initial conversion price of $0.001, except that, if the Company failed to repay the debenture upon maturity, the conversion price would be reduced to $0.0004 (subject to adjustment for stock splits, stock dividends, and similar transactions) and the debenture would bear interest at the rate of 9% per year. The Company’s obligation to repay the debenture upon maturity was initially secured by a security interest in the Company’s inventory pursuant to a security agreement between the Company and the investor. For the year ended August 31, 2020 the Company recorded amortization of debt discount of $500,000. A portion of the debenture was subsequently sold by the original purchaser to a third party. On April 23, 2020, the Company entered into an amendment to the security agreement with the holders of the debentures. Pursuant to the security agreement amendment, the collateral under the security agreement was amended to be the Company’s URLs. The Company ~~has~~ also entered into ~~five~~six amendments to the debentures, including to increase the conversion price to $0.05, and to extend the maturity date, including ~~most recently,~~ an amendment entered into on August 2, 2021, to extend the maturity date to August 31, 2021.

In September 2021, a debenture holder converted $100,000 into 2,000,000 shares of common stock at a price of $0.05 per share. As of June 30, 2022, there is no convertible debt outstanding.

~~5. EQUITY~~On October 28, 2021, in connection with a stock purchase agreement, the Debenture with an original principal amount of approximately $400,000 was terminated, and all amounts due and payable thereunder forgiven pursuant to a cancellation and satisfaction of debenture agreement entered into between the Company and the Debenture holder. In exchange for cancellation of the debt owed under the Debenture, the Company transferred to the holder certain domain names valued at $32,748 and agreed to pay the holder, beginning December 1, 2021, and on a monthly basis through August 31, 2022, 40% of the operating profit generated from sale of the existing CBD inventory of the Company, and on August 31, 2022, to make a final payment equal to an amount of $75,000 minus the total of the monthly payments made under the Inventory Earn Out. The Company recorded a gain on the extinguishment of debt $292,252.

7. LEASES

In connection with the Wonderleaf Purchase Agreement, Bespoke Colorado entered into a lease agreement (the “Lease”) with WL Holdings, Ltd. (“WL Holdings”) Pursuant to the Lease, Bespoke Colorado will lease from WL Holdings certain commercial space in Aurora, Colorado, where WonderLeaf’s business has been located, commencing upon signing of the Lease and Wonderleaf Purchase Agreement, for a term of five years, which Bespoke Colorado will have an option to renew for an additional five years. Monthly rent under the Lease will start at $6,000. The Lease grants the Company an option to purchase the property for $600,000. The Company has not decided whether it will exercise either option.

Supplemental balance sheet information related to leases was as follows:

		June 30,
Operating Leases	Classification	2022
Right-of-use assets	Right of use assets	$	308,142

Current lease liabilities	Current operating lease liabilities		62,797
Non-current lease liabilities	Long-term operating lease liabilities		247,907
Total lease liabilities		$	310,704

Lease term and discount rate were as follows:

	December 31,
	2021
Weighted average remaining lease term (years)		4.67
Weighted average discount rate		4	%

The component of lease costs was as follows:

	Six months ended June 30,
	2022
Operating lease cost	$	38,196
Variable lease cost (1)		2,100
Total lease costs	$	20,148

(1)	Variable lease cost primarily relates to common area maintenance, property taxes and insurance on leased real estate.

Supplemental disclosures of cash flow information related to leases were as follows:

	June 30,
	2022
Cash paid for operating lease liabilities	$	36,000

Maturities of lease liabilities were as follows as of June 30, 2022:

	Operating
	Leases
2022	$	36,200
2023		75,600
2024		75,915
2025		79,380
2026		72,765
Thereafter		-
Total undiscounted lease payments		339,860
Less: Present value discount		(29,129	)
Total Present value of lease liabilities	$	310,704

8. EQUITY

Common Stock and Preferred Stock

As of ~~August~~June 30, 2022 and December 31, ~~2020,~~2021, the ~~Company had~~Company’s authorized capital stock consists of ~~800,000,000~~3,000,000,000 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 2, 2020, the Company filed a certificate of amendment to the Company’s articles of incorporation with the Secretary of State of Nevada, pursuant to which the Company increased its authorized shares of common stock from 800,000,000 to 3,000,000,000. 1,000 shares of preferred stock are designated as Series A Convertible Preferred Stock. No shares of Series A Preferred Stock are issued and outstanding as of ~~August 31, 2020~~June 30, 2022 and ~~May~~December 31, 2021, respectively. The Company’s Certificate of Designation of Series B Preferred Stock was withdrawn by the Company on June 30, 2020. 1 share of preferred stock is designated Series C Preferred Stock and is issued and outstanding as of ~~August 31, 2020~~June 30, 2022 and ~~May~~December 31, 2021, respectively. The Series C Preferred Stock has a stated value of $24,000 and entitles the holder to 51% of the total voting power of the Company’s stockholders. The Company may, in its sole discretion, redeem the Series C Preferred Stock at any time for a redemption price equal to the stated value. Upon payment of the redemption price by the Company, the Series C Preferred Stock will revert to the status of authorized but unissued preferred stock.

Pursuant to a securities purchase agreement entered into on June 6, 2018 the Company was obligated to issue additional shares of common stock if the Company sold common stock at a price lower than $0.10 per share (or common stock equivalents with an exercise price less than $0.10 per share) during the six month period following the closing of the purchase agreement, in which event the Company was required to issue additional shares to the purchaser for no additional consideration, such that the total number of common stock received by the purchaser would be equal to $50,000 divided by lower financing price. As of August 31, 2020, the Company was obligated to issue 500,000 shares of common stock valued at $76,000. On January 5, 2021, the Company issued the 500,000 shares of common stock.

On August 31, 2020, the Company issued a promissory note in the principal amount of $150,000, to Danil Pollack, the Company’s chief executive officer. $120,000 was remitted upon execution of the note and the remaining $30,000 was remitted on September 22, 2020. The note did not bear interest. On November 10, 2020,October 28, 2021, the Company entered into ~~an exchange~~a stock purchase agreement with ~~Mr. Pollack.~~Danil Pollack (the Company’s then-chief executive officer), and Infinity Management, LLC (“Infinity”). Pursuant to the ~~exchange~~purchase agreement, upon the closing thereof on November 19, 2021, Mr. Pollack ~~exchanged the promissory note for 15,000,000~~sold to Infinity, 50,000,000 shares of common stock of the Company and one share of Series C preferred stock of the Company for cash consideration of $40,000. The Series C Preferred Stock Infinity acquired represents 51% of the voting power of the Company’s capital stock, and therefore the transaction resulted in a change-in-control of the Company.

~~During the nine months ended May 31, 2021, Mr. Pollack loaned~~The purchase agreement further provided for Infinity to make a capital contribution to the Company ~~an additional $100,534 that was non-interest bearing and payable upon demand. $100,000~~ of ~~this~~$4,792 to cover payment of the amounts due to certain creditors of the Company, as set forth in the purchase agreement. The amount was ~~subsequently deemed~~paid on January 18, 2022.

On December 2, 2021, Bespoke Colorado, a newly formed wholly-owned subsidiary of the Company entered into an asset purchase agreement with WonderLeaf, LLC (“WonderLeaf”), and on December 7, 2021, Bespoke Colorado and WonderLeaf entered into an amendment to such asset purchase agreement (as amended, the “WonderLeaf Purchase Agreement”). Pursuant to the Wonderleaf Purchase Agreement, Bespoke Colorado agreed to purchase from WonderLeaf, and WonderLeaf agreed to sell to Bespoke Colorado, certain assets of WonderLeaf, including a license to manufacture marijuana-infused products, existing inventory, and extraction equipment and ancillary items, all as further set forth in the Wonderleaf Purchase Agreement, for a purchase price of $225,000, to be ~~consideration for 5,000,000~~paid in shares of common stock of the Company ~~issued~~(including 2,500,000 shares issuable, and to ~~Mr. Pollack~~be held in escrow, upon execution of the Purchase Agreement, and an additional $150,000 of common stock that will be valued based on ~~January 6, 2021.~~the volume weighted average price of the common stock, subject to a floor of $0.02 per share and a ceiling of $0.04 per share), provided that, the purchase price for the inventory will be 90% of the wholesale value of the regulated marijuana portion of the inventory and the packaging corresponding thereto set forth on the inventory accounting statement to be prepared pursuant to the Wonderleaf Purchase Agreement. On June 30, 2022, Bespoke Extracts Colorado, LLC entered into amendment No. 2 to the asset purchase agreement, dated December 2, 2021, between Bespoke Colorado and WonderLeaf, LLC. Pursuant to the amendment, the “Termination Date” under the asset purchase agreement was extended to August 30, 2022. As of the date of filing the Company has not closed on the transaction.

On ~~November 30, 2020,~~December 14, 2021, the board of directors of the Company adopted the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which up to an aggregate of 300,000,000 shares of common stock are available for issuance. Awards under the plan may include options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance share awards, or other equity-based awards, each as defined under the 2021 Plan. Options awarded under the 2021 Plan are to have an exercise price of not less than 100% of issued shares sub events the fair market value of the common stock on the grant date and a term of not more than ten years from the option grant date.

On December 14, 2021, the Company entered into ~~a securities purchase~~an employment agreement with ~~Danil Pollack.~~Hunter Garth. Pursuant to the employment agreement, Mr. Garth will serve as the Company’s president and will receive a base monthly salary of $8,000. The Company also granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, 22,500,000 shares of restricted common stock valued at $675,000 ($0.03 per share), which will vest one year from the date of grant. During the three and six months ended June 30, 2022 the Company recorded $168,287 and $334,725, respectively of expenses associated with the stock based compensation.

During the six months ended June 30, 2022, the Company entered into and closed securities purchase ~~agreement,~~agreements with investors pursuant to which the Company issued and sold to ~~Mr. Pollack 20,000,000~~the investors an aggregate of 68,890,000 shares of common stock and warrants to purchase an aggregate of 17,222,500 shares of common stock, for an aggregate purchase price of ~~$200,000.~~$344,450. The warrants expire June 30, 2023 and have an exercise price of $0.05.

~~On January 21, 2021,~~

Warrants

During the six months ended June 30, 2022, the Company entered into aand closed securities purchase ~~agreement~~agreements with ~~Danil Pollack. Pursuant~~investors pursuant to ~~the purchase agreement,~~which the Company issued and sold to ~~Mr. Pollack 2,000,000~~the investors an aggregate of 68,890,000 shares of common stock and warrants to purchase an aggregate of 17,222,500 shares of common stock, for an aggregate purchase price of ~~$100,000.~~

~~On February 24, 2021, the Company entered into a securities purchase agreement with~~$344,450. The warrants expire June 30, 2023 and have an ~~accredited investor. Pursuant to the purchase agreement, the Company issued and sold to the investor 10,000,000 shares of common stock for an aggregate purchase~~exercise price of ~~$500,000.~~$0.05.

~~Warrants~~

The following table summarizes the warrant activities during the ~~nine~~six months ended ~~May 31, 2021:~~June 30, 2022:

Number of
Warrants Weighted-
Average
Price Per
Share Weighted-
Average
Remaining
Life
Outstanding at August 31, 2020 3,450,000 $ 0.56 2.8 years
Granted - -
Canceled or expired (450,000 ) 0.81
Exercised - -
Outstanding at May 31, 2021 3,000,000 $ 0.52 2.41 years
Exercisable at May 31, 2021 3,000,000 $ 0.52 2.41 years
Intrinsic value at May 31, 2021 $ -

	Number of Warrants			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2021		15,500,000		$	0.14		1.15 years
Granted		17,2222,500			0.05		1.0 years
Canceled or expired		(30,000	)		0.40
Exercised		-			-
Outstanding at June 30, 2022		32,692,500		$	0.11		0.90 years
Exercisable at June 30, 2022		32,692,500		$	0.11		0.90 years
Intrinsic value at June 30, 2022				$	-

Options

On December 14, 2021, the Company entered into an employment agreement with Hunter Garth, wherein the Company granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, ten-year options to purchase 15,000,000 shares of common stock at an exercise price of $0.06 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. The options were valued at $450,000 using a Black-Scholes pricing model. During the three and six months ended June 30, 2022 the Company recorded $67,797 and $135,594 of expenses associated with the vesting of these stock options. (See notes 9 and 10).

On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, wherein the Company granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, ten-year options to purchase 30,000,000 shares of common stock at an exercise price of $0.06 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. The Options were valued at $900,000 using a Black-Scholes pricing model. During the three and six months ended June 30, 2022 the Company recorded $135,594 and $271,188 of expenses associated with the vesting of these stock options. (See notes 9 and 10).

On December 14, 2021 Company issued to a consultant options to purchase 1,000,000 shares of common stock at an exercise price of $0.03. The options vest over a period of 3 months and have a term of 10 years. The options were valued at $30,000 using a Black-Scholes pricing model. During the three and six months ended June 30, 2022 the Company recorded $0 and $24,900, respectively of expenses associated with the vesting of these stock options.

The following table summarizes the option activities during the Six months ended June 30, 2022:

	Number of Options		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2021		46,072,874	$	0.06		9.95 years
Granted		-		-
Canceled or expired		-		-
Exercised		-		-
Outstanding at June 30, 2022		46,072,874	$	0.06		9.45 years
Exercisable at June 30, 2022		1,072,874	$	0.03		9.19 years
Intrinsic value at June 30, 2022			$	-

9. RELATED PARTY TRANSACTIONS

On April 21, 2020, Danil Pollack was appointed president, chief executive officer, and chief financial officer of the Company. In connection with Mr. Pollack’s appointment, the Company entered into an employment agreement with Mr. Pollack. Pursuant to the employment agreement, Mr. Pollack ~~will~~agreed to serve as the Company’s chief executive officer and president for a period of one year, which term ~~will~~would renew automatically for successive one year terms, subject to the right of either party to terminate the agreement at any time upon written notice. Mr. Pollack was granted the right, for a period of six months, to purchase up to 100,000,000 shares of common stock of the Company for a purchase price of $0.001 per share. The Company recognized option expense of $1,416,975 during the year ended August 31, 2020. During the year ended August 31, 2020, Mr. Pollack exercised 84,000,000 stock options for $84,000. During the nine months ended May 31, 2021, the remaining 16,000,000 stock options expired.

~~The following table summarizes the option activities during the nine months ended May 31, 2021:~~

Number of
Options Weighted-
Average
Price Per
Share Weighted-
Average
Remaining
Life
Outstanding at August 31, 2020 16,000,000 $ .001 0.9 years
Granted - -
Canceled or expired (16,000,000 ) .001
Exercised - -
Outstanding at May 31, 2021 - $ -
Exercisable at May 31, 2021 - $ -

~~6. RELATED PARTY TRANSACTIONS~~

On September 30, 2020, the Company entered into an amendment to the Company’s employment agreement, dated April 22, 2020, with Danil Pollack, the Company’s ~~chief~~then-chief executive officer. Pursuant to the amendment, the Company ~~will~~agreed to pay Mr. Pollack an annual salary of $48,000. ~~The Company may also in its discretion pay additional compensation to Mr. Pollack at any time as a bonus.~~ On April 27, 2021, the Company entered into an amendment to the Company’s employment agreement with Mr. Pollack. Pursuant to the amendment, the Company ~~will~~agreed to pay Mr. Pollack an annual salary of $66,000 effective April 1, 2021. ~~The Company may also in its discretion pay additional compensation to Mr. Pollack at any time as a bonus.~~

On August 31, 2020, the Company issued a promissory note in the principal amount of $150,000, to Danil Pollack. $120,000 was remitted upon execution of the note and the remaining $30,000 was paid on September 22, 2020. The note did not bear interest. On November ~~10, 2020, the Company entered into an exchange agreement with Mr. Pollack. Pursuant to the exchange agreement, Mr. Pollack exchanged this note for 15,000,000 shares of common stock of the Company.~~

~~During the nine months ended May 31,~~2, 2021, effective July 1, 2021 Mr. Pollack ~~loaned~~waived all compensation owed to him by the Company ~~an additional $100,534 that was non-interest bearing~~as of such date through the date of his resignation as the Company’s chief executive officer. Mr. Pollack elected to forgive $11,000 of salary during four months ended December 31, 2021, and ~~payable upon demand. $100,000 of this~~the amount was ~~subsequently deemed to be consideration for 5,000,000 shares of common stock the Company issued to Mr. Pollack on January 6, 2021.~~recorded as a capital contribution.

On November 30, 2020, the Company entered into a securities purchase agreement with Mr. Pollack. Pursuant to the purchase agreement, the Company issued and sold to Mr. Pollack 20,000,000 shares of common stock for an aggregate purchase price of $200,000.

~~On January 21,~~October 28, 2021, the Company entered into a ~~securities~~stock purchase agreement with Danil ~~Pollack.~~Pollack, and Infinity Management, LLC. Pursuant to the purchase agreement, upon the closing thereof on November 19, 2021, Mr. Pollack sold to Infinity, 50,000,000 shares of the common stock of the Company ~~issued~~ and ~~sold~~1 share of Series C preferred stock of the Company for cash consideration of $40,000. The Series C Preferred Stock Infinity acquired represents 51% of the voting power of the Company’s capital stock, and therefore the transaction resulted in a change-in-control of the Company. The purchase agreement further provided for Infinity to make a capital contribution to the Company of $4,792 to cover payment of the amounts due to certain creditors of the Company, as set forth in the purchase agreement. The amount was paid on January 18, 2022.

In connection with the purchase agreement, and effective upon the closing thereunder, Mr. Michael Feinsod, the managing member of Infinity, was appointed as the chief executive officer and chairman of the board of directors of the Company, Mr. Hunter Garth was appointed as a director, as well as chief strategy officer of the Company, and Mr. Pollack resigned from all positions with the Company, including as president, CEO, chief financial officer and director of the Company.

On December 14, 2021, the Company entered into an employment agreement with Hunter Garth. Pursuant to the employment agreement, Mr. Garth will serve as the Company’s president and will receive a base monthly salary of $8,000. The Company also granted to Mr. ~~Pollack 2,000,000~~Garth, pursuant to the Company’s 2021 Equity Incentive Plan, 22,500,000 shares of restricted common stock, which will vest one year from the date of grant, and ten-year options to purchase 15,000,000 shares of common stock ~~for~~at an ~~aggregate purchase~~exercise price of ~~$100,000.~~$0.06 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Garth is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination.

~~7. COMMITMENTS AND CONTINGENCIES~~

On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, the Company’s chief executive officer and chairman. Pursuant to the employment agreement, Mr. Feinsod will continue to serve as the Company’s chief executive officer and chairman and will receive a ~~securities~~base monthly salary of $10,000. The Company also granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, 45,000,000 shares of restricted common stock, which will vest one year from the date of grant, and ten-year options to purchase ~~agreement entered into on June 6, 2018 the Company was obligated to issue additional~~30,000,000 shares of common stock ~~if the Company sold common stock~~ at ~~a price lower than $0.10 per share (or common stock equivalents with~~ an exercise price ~~less than $0.10 per share) during the six month period following~~of $0.06 (representing a 120% premium over the closing price of the purchase agreement, in which event the Company was required to issue additional shares to the purchaser for no additional consideration, such that the total number of common stock received by the purchaser would be equal to $50,000 divided by lower financing price. As of November 30, 2020 and August 31, 2020, the Company was obligated to issue 500,000 shares of common stock valued at $76,000 which is included in the common stock ~~payable~~on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Feinsod is terminated without cause or resigns with good reason (each as defined in the ~~accompanying balance sheet. On January 5, 2021, the Company issued 500,000 shares of common stock.~~employment agreement), he will be entitled to his monthly base salary for twelve months following such termination.

During the six months ended June 30, 2022, Michael Feinsod, the Company’s chief executive officer, was repaid $2,500.

10. COMMITMENTS AND CONTINGENCIES

On April 21, 2020, Danil Pollack was appointed president, chief executive officer, and chief financial officer of the Company. In connection with Mr. Pollack’s appointment, the Company entered into an employment agreement with Mr. Pollack. On September 30, 2020, the Company entered into an amendment to the employment agreement. Pursuant to the amendment, the Company ~~will~~agreed to pay Mr. Pollack an annual salary of $48,000. ~~The Company may also in its discretion pay additional compensation to Mr. Pollack at any time as a bonus.~~ On April 27, 2021, the Company entered into an amendment to the Company’s employment agreement with Mr. Pollack. Pursuant to the amendment, the Company ~~will~~agreed to pay Mr. Pollack an annual salary of $66,000 effective April 1, 2021. ~~The Company may also in its discretion pay additional compensation to~~ Mr. Pollack ~~at any time~~elected to forgive $11,000 of salary during four months ended December 31, 2021; the amount was recorded as a ~~bonus.~~capital contribution. Mr. Pollack resigned on November 19, 2021.

In connection with the purchase agreement, a convertible debenture with an original issue date of December 24, 2019, as amended by Amendment No. 1 thereto, dated May 28, 2020, Amendment No. 2 thereto, dated August 21, 2020, Amendment No. 3 thereto, dated December 10, 2020, Amendment No. 4 thereto, dated January 15, 2021, Amendment No. 5 thereto, dated April 2, 2021, and Amendment No. 6 thereto, dated August 2, 2021 (as amended, the “Debenture”) with an original principal amount of approximately $400,000 was terminated, and all amounts due and payable thereunder forgiven pursuant to a cancellation and satisfaction of debenture agreement entered into between the Company and the Debenture holder (the “Debt Cancellation Agreement”). In exchange for cancellation of the debt owed under the Debenture, the Company transferred to the holder certain domain names and agreed to pay the holder, beginning December 1, 2021, and on a monthly basis through August 31, 2022, 40% of the operating profit generated from sale of the existing CBD inventory of the Company (the “Inventory Earn Out”), and on August 31, 2022, to make a final payment equal to an amount of $75,000 minus the total of the monthly payments made under the Inventory Earn Out.

On ~~October 13, 2020,~~December 14, 2021, the Company entered into ~~a consulting~~an employment agreement with ~~Yaniv Rozen~~Hunter Garth. Pursuant to the employment agreement, Mr. Garth will serve as the Company’s president and will receive a base monthly salary of $8,000. The Company also granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, 22,500,000 shares of restricted common stock, which will vest one year from the date of grant, and ten-year options to purchase 15,000,000 shares of common stock at an exercise price of $0.06 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Garth is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination.

On December 14, 2021, the Company ~~engaged~~entered into an employment agreement with Michael Feinsod, the Company’s chief executive officer and chairman. Pursuant to the employment agreement, Mr. ~~Rozen~~Feinsod will continue to serve as the Company’s chief ~~operating~~executive officer onand chairman and will receive a consultant/independent contractor basis. Mr. Rozen was permitted to engage in other business activities while serving as the Company’s chief operating officer. On July 1, 2021, Yaniv Rozen resigned as chief operating officerbase monthly salary of ~~the Company.~~

~~Pursuant to the consulting agreement, the Company agreed to pay Mr. Rozen a fee of $3,000 per month.~~

$10,000. The Company also ~~agreed to issue~~granted to Mr. ~~Rozen~~Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, 45,000,000 shares of restricted common stock, which will vest one year from the date of grant, and ten-year options to purchase 30,000,000 shares of common stock ~~and increase~~at an exercise price of $0.06 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Feinsod is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such ~~monthly fee, as follows:~~termination.

11. MAJOR CUSTOMERS

●

Within five business day of the end of the fourth quarter of 2020, (i) if the Company’s average sales were at least $50,000 per month, for such quarter, the Company would issue to Mr. Rozen 500,000 shares of common stock; or (ii) if the Company’s average sales were at least $100,000 per month for such quarter, the Company would issue to Mr. Rozen 750,000 shares of common stock;

●

Within five business day of the end of the first quarter of 2021, (i) if the Company’s average sales were at least $100,000 per month for such quarter, the Company would issue to Mr. Rozen 750,000 shares of common stock, or (ii) if the Company’s average sales were at least $150,000 per month for such quarter, the Company would issue to Mr. Rozen 1,000,000 shares of common stock, and would increase Mr. Rozen’s fee to $5,000 per month effective commencing at the end such quarter;

●

Within five business days of the end of the second quarter of 2021, (i) if the Company’s average sales were at least $200,000 per month, for such quarter, the Company would issue to Mr. Rozen 1,500,000 shares of common stock, or (ii) if the Company’s average sales were at least $300,000 per month, for such quarter, the Company would issue to Mr. Rozen 2,000,000 shares of common stock; and

●

Within five business days of the end of the third quarter of 2021, (i) if the Company’s average sales were at least $300,000 per month, for such quarter, the Company would issue to Mr. Rozen 2,000,000 shares of common stock; or (ii) if the Company’s average sales were at least $500,000 per month, for such quarter, the Company would issue to Mr. Rozen 3,000,000 shares of common stock, and would increase Mr. Rozen’s fee to $7,000 per month effective commencing at the end such quarter.

~~As of July 1, 2021, Mr. Rozen’s resignation date, there was no common stock owed to Mr. Rozen as the quarterly target sales were not met.~~

~~The COVID-19 pandemic may negatively affect our operations, including by limiting access to our facilities, customers, management,~~At June 30, 2022 and professional advisors, and causing delays and constraints in manufacturing and shipping of our products. These factors, in turn, may negatively impact our operations, financial condition and demand for our products, and our ability to raise capital on acceptable terms, or at all.

~~8. MAJOR CUSTOMERS~~

~~At May~~December 31, 2021, ~~and August 31, 2020,~~ no individual customer amounted to over 10% of total accounts receivable. During the three and ~~nine~~six months ended ~~May 31,~~June 30, 2022, one individual customer amounted to over 10% of total sales. During the three and six ended June 30, 2021, ~~and May 31, 2020~~ no individual customer amounted to over 10% of total sales.

12. SUBSEQUENT EVENTS

~~9. SUBSEQUENT EVENTS~~

~~On July 1, 2021, Yaniv Rozen resigned as chief operating officer of the Company. See Note 7.~~

On August ~~2, 2021,~~11, 2022,the Company and Bespoke Extracts Colorado, LLC (“Bespoke Colorado”), a wholly-owned subsidiary of the Company entered into ~~amendments (“Amendment No. 6”~~an asset purchase agreement (the “Purchase Agreement”) with Osiris, LLC doing business as Best Day Ever (“BDE”) and Michael Gurtman. Pursuant to the ~~holders~~Purchase Agreement, Bespoke Colorado agreed to purchase from BDE, and BDE agreed to sell to Bespoke Colorado, the assets of BDE, including certain licenses. The Company also agreed to assume certain leases, all as further set forth in the Purchase Agreement. As consideration for the acquisition of the ~~Company’s original~~assets, the Company will issue ~~discount convertible debentures, with an original issuance date~~125,000,000 shares of December 24, 2019, as amended by amendment No. 1 thereto, dated May 28, 2020, amendment No. 2 thereto, dated August 21, 2020, amendment No. 3 thereto, dated December 10, 2020, Amendment No. 4 thereto, dated January 15, 2021, and Amendment No. 5 thereto, dated April 2, 2021, incommon stock at the ~~aggregate outstanding principal amount of $500,000. Pursuant to Amendment No. 6, the maturity date~~closing of the ~~debentures was extended~~transaction.

Closing of the Purchase Agreement is subject to receipt of certain governmental approvals and other customary closing conditions.

Effective August ~~31, 2021.~~1, 2022, the Company issued an aggregate of 12,000,000 shares of common stock to employees and consultants for services, including 7,000,000 shares that vest immediately, 2,500,000 shares that will vest one year from the grant date, and 2,500,000 shares that will vest two years from the grant date.

Item 2. Management’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~~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~~report to conform forward-looking statements to actual 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:

●

Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;

●

Our failure to earn significant revenues or profits;

●

~~Inadequate capital to continue business;~~

●

Volatility, lack of liquidity or decline of our stock price;

●

Potential fluctuation in quarterly results;

●

Rapid and significant changes in markets;

●

Insufficient revenues to cover operating costs; and

●

The effect of the COVID-19 pandemic on our operations, including as it may limit access to our facilities, customers, management, and professional advisors, and negatively impact demand for our products, and ability to raise capital on acceptable terms or at all.

The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this ~~Quarterly Report.~~report.

~~Overview~~

~~The Company sells~~Overview

We sell a proprietary line of specially-formulated, premium quality, hemp-derived CBD products direct to consumers through our ecommerce store, found at www.bespokeextracts.com. ~~The~~Information on our website is not part of this report.

Under our expanded operating plan, we intend to methodically expand our product offerings to include new flavors, including manuka honey; and introduce additional form factors for our CBD formulations, including lotions and balms, depending on customer feedback and evolving consumer demand.

In November 2021, new management of the Company ~~introduced~~was appointed and the Company began to focus on other complimentary lines of business to its ~~original line~~CBD offerings. Under our new management team, we plan to expand the Company’s focus to regulated cannabis markets in the United States.

On December 2, 2021, Bespoke Extracts Colorado, LLC, a newly formed wholly-owned subsidiary of ~~CBD~~the Company entered into an asset purchase agreement with WonderLeaf, and on December 7, 2021, Bespoke Colorado and WonderLeaf entered into an amendment to such asset purchase agreement (as amended, the “WonderLeaf Purchase Agreement”). Pursuant to the Wonderleaf Purchase Agreement, Bespoke Colorado agreed to purchase from WonderLeaf, and WonderLeaf agreed to sell to Bespoke Colorado, certain assets of WonderLeaf, including a license to manufacture marijuana-infused products, existing inventory, and extraction equipment and ancillary items, all as further set forth in ~~2018. In~~ the ~~fall~~Wonderleaf Purchase Agreement, for a purchase price of ~~2020, we unveiled~~$225,000, to be paid in shares of common stock of the Company (including 2,500,000 shares issuable, and to be held in escrow, upon execution of the WonderLeaf Purchase Agreement, and an additional $150,000 of common stock that will be valued based on the volume weighted average price of the common stock, subject to a ~~new brand image, new website and ecommerce store~~floor of $0.02 per share and a ~~new line-up~~ceiling of ~~hemp-derived CBD formulations available~~$0.04 per share), provided that, the purchase price for ~~purchase in~~ the ~~form~~inventory will be 90% of ~~tinctures, softgels~~the wholesale value of the regulated marijuana portion of the inventory and ~~creams.~~the packaging corresponding thereto set forth on the inventory accounting statement to be prepared pursuant to the Wonderleaf Purchase Agreement. As of the date of filing the Company has not closed on the transaction.

On February 2, 2022, the Company changed its fiscal year from August 31 to December 31.

Results of Operations for the three months ended ~~May 31,~~June 30, 2022 and June 30, 2021 ~~and May 31, 2020~~

Sales

Sales during the three months ended ~~May 31, 2021~~June 30, 2022 were ~~$10,117~~$346 compared to $0$14,256 for the three months ended ~~May 31, 2020.~~June 30, 2021. The ~~increase~~decrease in sales was primarily a result of ~~increased~~reduced marketing of the Company’s ~~new~~ line-up of hemp-derived CBD products and ~~the sale~~sales of older products at reduced prices.

Operating Expenses

Selling, general and administrative expenses for the three months ~~ended May 31,~~June 30, 2022 and June 30, 2021 were $894,917 and ~~May 31, 2020 were $206,087~~$157,066, respectively. The increase was mainly attributable to stock-based compensation of $708,253 and ~~$3,161,806, respectively. Included~~increase in selling, general and administrative expenses, option and warrant expense for the three months ended May 31, 2021 and May 31, 2020 was $0 and $3,150,855, respectively which was primarily due to the fair value re-measurement of warrants and options, and the issuance of options to our President and CEO.salaries, partially offset by reduced marketing expenses. Professional fees were ~~$22,604~~$35,493 and ~~$25,367,~~$20,458, respectively for the three months ended ~~May 31, 2021~~June 30, 2022 and ~~May 31, 2020, respectively.~~June 30, 2021. The ~~decrease~~increase in expenses was due to ~~reduced~~increased legal and accounting fees asassociated with the ~~Company streamlined operations.~~pending WonderLeaf, LLC acquisition. Consulting expense was ~~$77,000~~$33,500 and ~~$24,562, respectively~~$77,000, for the three months ended ~~May 31,~~June 30, 2022 and June 30, 2021, ~~and May 31, 2020,~~ respectively. The ~~increase~~decrease was primarily due to ~~additional~~reduction in consulting ~~agreements~~expenses for sales and marketing during the three months ended ~~May 31, 2021.~~June 30, 2022. Amortization expense of domain names for the three months ended ~~May 31,~~June 30, 2022 and June 30, 2021 ~~and May 31, 2020~~ was ~~$811~~$0 and $811, respectively.

~~Interest Expense and Amortization of Debt Discount~~Other Income

~~Interest expense on promissory notes for~~During the three months ended ~~May 31, 2021 and May 31, 2020~~June 30, 2022 there was ~~$0 and $242,188, respectively. The decrease in interest expense was due to the amortization expense for the warrants and beneficial conversion~~$250 associated with ~~those notes that had been converted to common stock or fully amortized during~~interest income on the ~~three months ended May 31, 2020.~~note receivable from WonderLeaf.

Net Loss

For the reasons stated above, our net loss for the three months ended ~~May 31, 2021~~June 30, 2022 was ~~$299,571,~~$1,011,982, or $0.00 per share, compared to a net loss for the three months ended ~~May 31, 2020~~June 30, 2021 of ~~$3,454,734,~~$246,940, or ~~$0.03~~$0.00 per ~~share.~~share

Results of Operations for the ~~nine~~six months ended ~~May 31,~~June 30, 2022 and June 30, 2021 ~~and May 31, 2020~~

Sales

Sales during the ~~nine~~six months ended ~~May 31, 2021~~June 30, 2022 were ~~$21,684~~$3,407 compared to ~~$1,739~~$20,004 for the ~~nine~~six months ended ~~May 31, 2020.~~June 30, 2021. The ~~increase~~decrease in sales was primarily a result of ~~increased~~reduced marketing of the Company’s ~~new~~ line-up of hemp-derived CBD products and sales of older products at reduced prices.

Operating Expenses

Selling, general and administrative expenses for the ~~nine~~six months ~~ended May 31,~~June 30, 2022 and June 30, 2021 were $1,792,451 and ~~May 31, 2020 were $551,170~~$348,927, respectively. The increase was mainly attributable to stock-based compensation of $1,435,859 and ~~$3,594,236, respectively. Included~~increase in selling, general and administrative expenses, option and warrant expense for the nine months ended May 31, 2021 and May 31, 2020 was $0 and $3,467,440, respectively which was primarily due to the fair value re-measurement of warrants and options, and the issuance of options to our President and CEO. Stock-based compensation for the nine months ended May 31, 2021 and May 31, 2020 were $0 and $40,500, respectively which was a result of common stock issued for services.salaries, partially offset by reduced marketing expenses. Professional fees were ~~$85,227~~$89,848 and ~~$174,153,~~$41,801, respectively for the ~~nine~~six months ended ~~May 31, 2021~~June 30, 2022 and ~~May 31, 2020, respectively.~~June 30, 2021. The ~~decrease~~increase in expenses was due to ~~reduced~~increased legal and accounting fees asassociated with the ~~Company streamlined operations.~~pending WonderLeaf, LLC acquisition. Consulting expense was ~~$181,500~~$58,500 and ~~$158,062,~~$148,500, for the ~~nine~~six months ended ~~May 31,~~June 30, 2022 and June 30, 2021, ~~and May 31, 2020,~~ respectively. The ~~increase~~decrease was primarily due to ~~additional~~reduction in consulting ~~agreements~~expenses for sales and marketing during the ~~nine~~six months ended ~~May 31, 2021.~~June 30, 2022. Amortization expense of domain names for the ~~nine~~six months ended ~~May 31,~~June 30, 2022 and June 30, 2021 ~~and May 31, 2020 was $2,433 and $2,508, respectively.~~

~~Loss on settlement of debt~~

On December 24, 2019, the Company entered into an agreement (the “Repayment Agreement”) with the holder of the amended and restated original issue discount convertible debenture issued by the Company on November 11, 2019, in the original principal amount of $200,000 (the “November 2019 Debenture”). Pursuant to the Repayment Agreement, the Company paid the holder $120,000, and transferred certain URLs valued at $5,282 to the holder, and the November 2019 Debenture was deemed paid in full. The Company recognized a loss on settlement of debt of $89,595 during the nine months ended May 31, 2020.

~~Interest Expense and Amortization of Debt Discount~~

~~Interest expense on promissory notes for the nine months ended May 31, 2021 and May 31, 2020~~ was $0 and ~~$535,688~~$1,622, respectively. ~~The decrease in interest expense~~

Other Income

During the six months ended June 30, 2022 there was ~~due to the amortization expense for the warrants and beneficial conversion~~$431 associated with ~~those notes that had been converted to common stock or fully amortized during~~interest income on the ~~nine months ended May 31, 2020.~~note receivable from WonderLeaf.

Net Loss

For the reasons stated above, our net loss for the ~~nine~~six months ended ~~May 31, 2021~~June 30, 2022 was ~~$805,848,~~$1,984,476, or ~~$0.00~~$0.01 per share, compared to a net loss for the ~~nine~~six months ended ~~May 31, 2020~~June 30, 2021 of ~~$4,553,879,~~$528,075, or ~~$0.04~~$0.00 per ~~share.~~ share

Investing Activities

During the six months ended June 30, 2022 the Company loaned WonderLeaf a total of $20,000 pursuant to promissory notes, advanced WonderLeaf $12,719 and purchased $7,202 of equipment.

Liquidity and Capital Resources

As of ~~May 31, 2021,~~June 30, 2022, we had cash of ~~$83,145.~~$24,574. Net cash used in operating activities for the ~~nine~~six months ended ~~May 31, 2021~~June 30, 2022 was ~~$968,997.~~$430,473. Our current liabilities as of ~~May 31, 2021~~June 30, 2022 were ~~$562,670~~$296,819 and consisted of accounts payable and accrued liabilities of ~~$62,136, notes payable- related party~~$159,022, an inventory earn-out of ~~$534~~$75,000 and ~~a convertible note payable~~current portion of ~~$500,000.~~lease liability of $61,797. As of ~~August~~December 31, ~~2020,~~2021, we had cash of ~~$126,603.~~$148,227. Net cash used in operating activities for the ~~nine~~six months ended ~~May 31, 2020~~June 30, 2021 was ~~$407,542. The increase in net cash used in operating activities during the nine months ended May~~$(634,103). Our current liabilities as of December 31, 2021 ~~compared to May 31, 2020 was a result~~were $220,006 and consisted of ~~the Company purchasing new inventory and an increase in prepaid expenses, partially offset by the increase in~~ accounts payable and accrued ~~liabilities.~~liabilities of $82,729, notes payable- related party of $2,500, an inventory earn-out of $75,000 and current portion of lease liability of $59,777.

During the ~~nine~~six months ended ~~May 31, 2021,~~June 30, 2022, the Company repaid $2,500 of a note payable from a related party. In addition, the Company raised ~~$800,000~~a total of $344,449 from the sale of common ~~stock.~~stock and warrants. During the ~~nine~~six months ended ~~May 31,~~June 30, 2021, the Company ~~received a total of $130,534 of loans from our Chief Executive Officer. During the nine months ended May 31, 2020, the Company~~ raised ~~$125,000~~$600,000 from the sale of common stock. During the nine months ended May 31, 2020, the Company received a total of $400,000, net of original issue discounts, from the sale of a convertible note and repaid $120,000. During the nine month ended May 31, 2020 the Company repurchased $27,500 of common stock and received $20,000 from the exercise of stock options.

The unaudited condensed consolidated financial statements included in this report have been prepared assuming a continuation of the Company as a going concern. The Company had negative cash flows from operations for the ~~nine~~six months ended ~~May 31, 2021~~June 30, 2022 and the year ended ~~August~~December 31, ~~2020~~2021 and had a working capital deficit at ~~May~~June 30, 2022 and December 31, ~~2021 and August 31, 2020.~~2021. This raises substantial doubt about our ability to continue as a going concern.

We have not generated positive cash flows from operating activities. Our primary source of capital has been from the sale of equity and convertible debt securities. Our primary use of capital has been for professional fees and selling, general and administrative costs. 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.

In addition, the COVID-19 pandemic may negatively affect our operations, including by limiting access to our facilities, customers, management, and professional advisors, and by causing delays and constraints in manufacturing and shipping of our products. These factors, in turn, may negatively impact our operations, financial condition and demand for our products, and our ability to raise capital on acceptable terms, 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.

Critical accounting policies and estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition and accounts receivable allowances. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described below and in Note 1 to our ~~unaudited condensed~~ financial statements appearing elsewhere in this report.

Accounts Receivable

Inventory

Income Taxes

Stock Based Compensation

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required 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, as 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’s rules and forms, and (ii) accumulated and communicated to our management, including our ~~chief~~principal executive officer and ~~chief~~principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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

●

Our chief executive officer also functions as our ~~chief~~principal financial officer. As a result, our officer may not be able to identify errors and irregularities in the financial statements and reports;

●

We were unable to maintain full segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. While this control deficiency did not result in any audit adjustments to our financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties; and

●

Documentation of all proper accounting procedures is not yet complete.

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

Item 1. Legal Proceedings.

We are not currently a party to, nor are any of our property currently the subject of, any material legal proceedings.

Item 1A. Risk Factors.

Not required for smaller reporting companies.

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

~~None.~~On April 5, 2022, the Company issued and sold to an investor in a private placement 10,000,000 shares of common stock and warrants to purchase 2,500,000 shares of common stock with a term of one year and an exercise price of $0.05, for a purchase price of $50,000.

On May 16, 2022, the Company issued and sold to an investor in a private placement 1,000,000 shares of common stock and warrants to purchase 250,000 shares of common stock with a term of one year and an exercise price of $0.05, for a purchase price of $5,000.

In connection with the foregoing, we relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

No disclosure required.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS		Inline XBRL Instance Document*Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document*Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*Document.

104

~~Filed herewith.~~Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

~~Furnished herewith.~~

Filed herewith.

Furnished herewith.

~~SIGNATURES~~

SIGNATURES

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

	BESPOKE EXTRACTS, INC.

Dated: August ~~17, 2021~~19, 2022	By:	/s/ ~~Danil Pollack~~Michael Feinsod
		~~Danil Pollack~~Michael Feinsod Chief Executive ~~Officer and Chief Financial~~ Officer
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

1722

iso4217:USD xbrli:shares

	May 31,			August 31,
	2021			2020
	(Unaudited)
Assets
Current assets
Cash	$	83,145		$	126,603
Accounts receivable, net		4,852			3,585
Prepaid expense		92,000			2,319
Inventory, net		76,857			-
Total current assets		256,854			132,507

Furniture and equipment		2,745			-
Domain names, net of amortization of $13,305 and $10,872, respectively		33,558			33,741
Total assets	$	293,157		$	166,248

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued liabilities	$	62,136		$	59,913
Note payable - related party		534			120,000
Convertible notes		500,000			500,000
Total current liabilities		562,670			679,913

Commitments and contingencies (Note 7)

Stockholders’ Deficit
Preferred stock, par value $0.001, 50,000,000 shares authorized, 1 share issued and outstanding as of May 31, 2021 and August 31, 2020, respectively		-			-
Series A Convertible Preferred Stock, $0.001 par value, 1,000 designated shares; no shares issued and outstanding as of May 31, 2021 and August 31, 2020, respectively		-			-
Series C Preferred Stock, $0.001 par value, 1 share designated; 1 share issued and outstanding as of May 31, 2021 and August 31, 2020, respectively, stated value $24,000.		-			-
Common stock, $0.001 par value: 3,000,000,000 shares authorized; 246,888,426 and 194,388,426 shares issued and outstanding as of May 31, 2021 and August 31, 2020, respectively		246,889			194,389
Additional paid-in capital		19,066,135			17,992,635
Common stock payable		-			76,000
Accumulated deficit		(19,582,537	)		(18,776,689	)
Total stockholders’ deficit		(269,513	)		(513,665	)
Total liabilities and stockholders’ deficit	$	293,157		$	166,248

	For the three months ended						For the nine months ended
	May 31,			May 31,			May 31,			May 31,
	2021			2020			2021			2020
Sales	$	10,117		$	-		$	21,684		$	1,739
Cost of products sold		3,186			-			7,202			1,087
Gross Profit		6,931			-			14,482			652

Operating expenses:
Selling, general and administrative expenses		206,087			3,161,806			551,170			3,594,236
Professional fees		22,604			25,367			85,227			174,153
Consulting		77,000			24,562			181,500			158,062
Amortization expense of domain name		811			811			2,433			2,797
Total operating expenses		306,502			3,212,546			820,330			3,929,248

Loss from operations		(299,571	)		(3,212,546	)		(805,848	)		(3,928,596	)

Other expense
Loss on settlement of debt		-			-			-			(89,595	)
Interest expense and amortization of debt discount		-			(242,188	)		-			(535,688	)
Total other expense		-			(242,188	)		-			(625,283	)

Loss before income tax		(299,571	)		(3,454,734	)		(805,848	)		(4,553,879	)
Provision for income tax		-			-			-			-
Net Loss	$	(299,571	)	$	(3,454,734	)	$	(805,848	)	$	(4,553,879	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted		246,888,426			111,910,165			225,296,851			105,433,560

LOSS PER COMMON SHARE OUTSTANDING
Basic and Diluted	$	(0.00	)	$	(0.03	)	$	(0.00	)	$	(0.04	)

	Series A				Series B						Series C
	Preferred		Preferred		Preferred			Preferred			Preferred		Preferred		Common		Common				Common
	Shares		Par		Shares			Par			Shares		Par		Shares		Par				Stock		Accumulated
	Outstanding		Amount		Outstanding			Amount			Outstanding		Amount		Outstanding		Amount		APIC		Payable		Deficit			Total
Balance February 29, 2020 (Unaudited)		-	$	-		1		$	1			-	$	-		110,388,426	$	110,389	$	14,796,446	$	76,000	$	(15,235,028	)	$	(252,192	)

Options and warrant expense		-		-		-			-			-		-		-		-		3,150,855		-		-			3,150,855

Exercise of stock options		-		-		-			-			-		-		20,000,000		20,000		-		-		-			20,000

Exchange of preferred stock		-		-		(1	)		(1	)		1		-		-		-		1		-		-			-

Capital contribution of accrued salary - related party		-		-		-			-			-		-		-		-		45,333		-		-			45,333

Net loss for the three months ended May 31, 2020		-		-		-			-			-		-		-		-		-		-		(3,454,734	)		(3,454,734	)
Balance May 31, 2020 (Unaudited)		—	$	—		—		$	—			1	$	—		130,388,426	$	130,389	$	17,992,635	$	76,000	$	(18,689,762	)	$	(490,738	)

	Number of Warrants			Weighted- Average Price Per Share		Weighted- Average Remaining Life
Outstanding at August 31, 2020		3,450,000		$	0.56	2.8 years
Granted		-			-
Canceled or expired		(450,000	)		0.81
Exercised		-			-
Outstanding at May 31, 2021		3,000,000		$	0.52	2.41 years
Exercisable at May 31, 2021		3,000,000		$	0.52	2.41 years
Intrinsic value at May 31, 2021				$	-