Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Feb. 28, 2017 | Apr. 19, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Bespoke Extracts, Inc. | |
Entity Central Index Key | 1,409,197 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Document Type | 10-Q | |
Trading Symbol | bspk | |
Document Period End Date | Feb. 28, 2017 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 22,923,907 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Feb. 28, 2017 | Aug. 31, 2016 |
Current assets | ||
Cash | $ 6,186 | $ 431 |
Total current assets | 6,186 | 431 |
Domain names | 50,185 | |
Intellectual property, net of amortization of $1,971 and $657, respectively | 1,314 | |
Total assets | 56,371 | 1,745 |
Current liabilities | ||
Accounts payable and accrued liabilities | 89,482 | 69,426 |
Accounts payable - related party | 14,609 | |
Note payable - related party | 146,000 | 31,500 |
Total current liabilities | 235,482 | 115,535 |
Stockholders' Deficit | ||
Series A Convertible Prefered Stock, $0.001 par value, 50,000,000 authorized shares; no shares issued and outstanding as of February 28, 2017 and August 31, 2016, respectively | ||
Common stock, $0.001 par value: 800,000,000 authorized; 2,923,907 and 2,923,907 shares issued and outstanding as of February 28, 2017 and August 31, 2016, respectively | 2,923 | 2,923 |
Common stock payable - 200,000 shares | 30,000 | |
Additional paid-in capital | 2,310,876 | 2,310,876 |
Accumulated deficit | (2,522,910) | (2,427,589) |
Total stockholders' deficit | (179,111) | (113,790) |
Total liability and stockholders' deficit | $ 56,371 | $ 1,745 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) | Feb. 28, 2017 | Aug. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Amortization of intangible assets | $ 1,971 | $ 657 |
Series A convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Series A convertible preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Series A convertible preferred stock, shares issued | ||
Series A convertible preferred stock, shares outstanding | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 2,923,907 | 2,923,907 |
Common stock, shares outstanding | 2,923,907 | 2,923,907 |
Number of common stock payable |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | |
Operating expenses: | ||||
Selling, general and administrative expenses | $ 5,812 | $ 3,926 | $ 14,264 | $ 10,793 |
Payroll expense | 21,123 | 22,295 | 45,686 | 41,512 |
Professional fees | 5,000 | 47,692 | 13,613 | 69,692 |
Consulting | 106,125 | 117,909 | ||
Brand development | 10,000 | 10,000 | ||
Formula development | 7,500 | 7,500 | ||
Impairment of intellectual property | 1,248 | 1,248 | ||
Amortization expense | 33 | 33 | 66 | 66 |
Total operating expenses | 50,716 | 180,071 | 92,377 | 239,972 |
Loss from operations | (50,716) | (180,071) | (92,377) | (239,972) |
Other expense | ||||
Interest expense | (2,104) | (2,944) | ||
Total other expense | (2,104) | (2,944) | ||
Loss before income tax | (52,820) | (180,071) | (95,321) | (239,972) |
Provision for income tax | ||||
Net Loss | $ (52,820) | $ (180,071) | $ (95,321) | $ (239,972) |
Net loss per share: basic and diluted | $ (0.02) | $ (0.06) | $ (0.03) | $ (0.09) |
Weighted average shares outstanding basic and diluted | 2,923,907 | 2,923,907 | 2,923,907 | 2,784,756 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (95,321) | $ (239,972) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization expense | 66 | 66 |
Impairment of intellectual propery | 1,248 | |
Changes in operating assets and liabilities | ||
Accounts payable | 16,794 | (7,314) |
Accounts payable - related party | (14,609) | |
Accrued interest expense | 2,944 | |
Prepaid expense | 95,375 | |
Net Cash used in operating activities | (88,878) | (151,845) |
Cash flows from investing activities | ||
Cash paid for domain names | (19,867) | 0 |
Net cash used in investing activities | (19,867) | |
Cash flow from financing activities | ||
Payment of note payable - related party | (5,500) | |
Proceeds from note payable - related party | 120,000 | |
Net cash provided by financing activities | 114,500 | |
Net increase in cash and cash equivalents | 5,755 | (151,845) |
Cash and cash equivalents at beginning of period | 431 | 185,869 |
Cash and cash equivalents at end of period | 6,186 | 34,024 |
Cash paid during period for | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Noncash investing and financing activities: | ||
Accrual for acquisition of domain names | 318 | |
Common stock payable issued for acquisition of domain names | 30,000 | |
Common stock issued for stock payable | $ 210,000 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Feb. 28, 2017 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 —BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Bespoke Extracts, Inc. (formerly known as DiMi Telematics, Inc.), a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company's annual report on Form 10-K for the fiscal year ended August 31, 2016. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of February 28, 2017, and the results of operations and cash flows for the three and six months ended February 28, 2017 and February 29, 2016. The results of operations for the three and six months ended February 28, 2017 are not necessarily indicative of the results that may be expected for the entire fiscal year. Certain prior period amounts have been reclassified to conform to current period presentation. Going Concern The accompanying financial statements have been prepared assuming a continuation of the Company as a going concern. However, the Company has reported a net loss of $95,321 for the six months ended February 28, 2017 and had a working capital deficit of $229,296 as of February 28, 2017. These conditions raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed. |
Equity
Equity | 6 Months Ended |
Feb. 28, 2017 | |
Equity [Abstract] | |
EQUITY | 2. EQUITY Common Stock The Company was formed in the state of Nevada on April 13, 2006. The Company has authorized capital of 800,000,000 shares of common stock with a par value of $0.001, and 50,000,000 shares of preferred stock with a par value of $0.001. On October 1, 2015, the Board of Directors and a majority of the Company’s shareholders approved an amendment of the Company’s Articles of Incorporation to effect a one (1) for three (3) reverse stock split of the Company’s outstanding common stock (the “Reverse Split”). The Reverse Split became effective on December 1, 2015. As a result of the Reverse Split, each three (3) shares of common stock issued and outstanding prior to the Reverse Split have been converted into one (1) share of common stock. The effect of the Reverse Split has been applied retroactively throughout this quarterly report. On, July 8, 2015, the Company authorized the issuance of 250,000 shares of common stock for consulting fees in the amount of $105,000. The shares were issued on October 30, 2015. $114,625 was expensed under these stock awards during the year ended August 31, 2015 and the remaining $95,375 was expensed during the six months ended February 29, 2016. On October 30, 2015, the Company issued the 500,000 shares of common stock granted on July 8, 2015 to settle the common stock payable of $210,000. On March 10, 2017, the Company changed its name to Bespoke Extracts, Inc. (formerly known as DiMi Telematics, Inc.). |
Asset Purchase Agreement
Asset Purchase Agreement | 6 Months Ended |
Feb. 28, 2017 | |
Asset Purchase Agreement [Abstract] | |
ASSET PURCHASE AGREEMENT | 3. ASSET PURCHASE AGREEMENT On February 21, 2017, the Company, purchased all right, title, interest and goodwill in or associated with certain the domain names set forth in an asset purchase agreement for a total approximately $20,000 and 200,000 shares of the Company’s common stock valued at $30,000. As of February 28, 2017, the stock had not been issued and a total of $30,000 common stock payable is recorded. |
Intellectual Propery
Intellectual Propery | 6 Months Ended |
Feb. 28, 2017 | |
Intellectual Propery [Abstract] | |
INTELLECTUAL PROPERY | 4. INTELLECTUAL PROPERY The Company executed an Asset Purchase Agreement on August 28, 2011 which included the acquisition of various types of intellectual property. The Company elected to suspend further investment and working capital on developing The Company’s technology and business prospects, |
Note Payable - Related Party
Note Payable - Related Party | 6 Months Ended |
Feb. 28, 2017 | |
Note Payable - Related Party [Abstract] | |
NOTE PAYABLE - RELATED PARTY | 5. NOTE PAYABLE – RELATED PARTY On April 27, 2016, the Company issued our CEO a 7% unsecured promissory note in the amount of $2,500 which matured six months from the date of issuance. On July 5, 2016, the Company issued our CEO a 7% unsecured note in the amount of $3,000 which matured six months from date of issuance. On November 17, 2016, the Company repaid the principal amount of the notes, or $5,500. The changes in notes payable to related party consisted of the following during the six months ended February 28, 2017 and the year ended August 31, 2016: February 28, August 31, 2016 Notes payable – related party at beginning of period $ 5,500 $ - Payments on notes payable – related party (5,500 ) - Borrowings on notes payable – related party - 5,500 Convertible debenture – related party at end of period $ - $ 5,500 On May 17, 2016, the Company issued to Lyle Hauser, the Company’s largest shareholder, a 7% unsecured promissory note in the amount of $10,000 which matured six months from the date of issuance. On August 15, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $16,000 which matures six months from the date of issuance. On October 27, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $10,000 which matures six months from the date of issuance. The preceding notes have matured and remain unpaid at the quarter ended February 28, 2017. On November 14, 2016, the Company issued a significant shareholder 7% unsecured promissory note in the amount of $80,000 which matures six months from the date of issuance. On February 17, 2017, the Company issued a significant shareholder 7% unsecured promissory note in the amount of $30,000 which matures six months from the date of issuance. The changes in notes payable to related party consisted of the following during the six months ended February 28, 2017 and the year ended August 31, 2016: February 28, August 31, 2016 Notes payable – related party at beginning of period $ 26,000 $ - Payments on notes payable – related party - - Borrowings on notes payable – related party 120,000 26,000 Convertible debenture – related party at end of period $ 146,000 $ 26,000 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Feb. 28, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 6. RELATED PARTY TRANSACTIONS We currently lease approximately 500 square feet of general office space at 290 Lenox Avenue, New York, NY 10027 from our Executive Vice President – Business Development. On April 27, 2016, the Company issued our CEO two 7% unsecured promissory note in the aggregate amount of $5,500 which notes matured six months from the date of issuance Both notes have been paid off and the remaining principal amount is $0. On May 17, 2016, the Company issued to Lyle Hauser, the Company’s largest shareholder, a 7% unsecured promissory note in the amount of $10,000 which matured six months from the date of issuance. The note has matured and remain unpaid at the quarter ended February 28, 2017. On August 15, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $16,000 which matures six months from the date of issuance. The notes hat matured and remain unpaid at the quarter ended February 28, 2017. As of August 31, 2016, the Company had an outstanding payable of $14,609 to the CEO. The payable is unsecured, due on demand and bears no interest. As of February 28, 2017 the accounts payable – related party has been paid and currently has a balance of $0. On October 27, 2016 the Company issued a significant shareholder a 7% unsecured promissory notes totaling $10,000 which matures six months from the date of issuance. The notes hat matured and remain unpaid at the quarter ended February 28, 2017 One November 14, 2016 the Company issued a significant shareholder a 7% unsecured promissory note totaling $80,000 which matures six months from the date of issuance. On February 17, 2017, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $30,000 which matures six months from the date of issuance. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Feb. 28, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 7. SUBSEQUENT EVENTS Effective March 10, 2017, changed its legal corporate name to “Bespoke Extracts, Inc.” from “ ” The Company effectuated the name change through a short-form merger pursuant to Section 92A of the Nevada Revised Statutes where a subsidiary formed solely for the purpose of the name change was merged with and into the Company, with the Company as the surviving corporation in the merger. The merger had the effect of amending the Company’s Articles of Incorporation to reflect its new legal name. Effective March 14, 2017, Roberto Fata resigned as a member of the Company’s Board of Directors (the “Board”). Mr. Fata’s resignation was not the result of any disagreement with the Company, any matter related to the Company’s operations, policies or practices, the Company’s management or the Board. Mr. Fata remains Executive Vice President – Business Development. Effective March 14, 2017, the Company entered into a two year employment agreement with Barry Tenzer to continue as CEO of the Company. In connection with the employment agreement the Company issued Mr. Tenzer a warrant to purchase up to 20,000,000 share of common stock at a per share price of $0.0001. The warrant was exercised in full on March 28, 2017. The common stock underlying the warrant were issued on April 6, 2017. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Feb. 28, 2017 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Bespoke Extracts, Inc. (formerly known as DiMi Telematics, Inc.), a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company's annual report on Form 10-K for the fiscal year ended August 31, 2016. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of February 28, 2017, and the results of operations and cash flows for the three and six months ended February 28, 2017 and February 29, 2016. The results of operations for the three and six months ended February 28, 2017 are not necessarily indicative of the results that may be expected for the entire fiscal year. Certain prior period amounts have been reclassified to conform to current period presentation. |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming a continuation of the Company as a going concern. However, the Company has reported a net loss of $95,321 for the six months ended February 28, 2017 and had a working capital deficit of $229,296 as of February 28, 2017. These conditions raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed. |
Note Payable Related Party (Tab
Note Payable Related Party (Tables) | 6 Months Ended |
Feb. 28, 2017 | |
Note Payable - Related Party [Abstract] | |
Schedule of notes payable to related party | February 28, August 31, 2016 Notes payable – related party at beginning of period $ 5,500 $ - Payments on notes payable – related party (5,500 ) - Borrowings on notes payable – related party - 5,500 Convertible debenture – related party at end of period $ - $ 5,500 February 28, August 31, 2016 Notes payable – related party at beginning of period $ 26,000 $ - Payments on notes payable – related party - - Borrowings on notes payable – related party 120,000 26,000 Convertible debenture – related party at end of period $ 146,000 $ 26,000 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | |
Basis of Presentation (Textual) | ||||
Net loss | $ (52,820) | $ (180,071) | $ (95,321) | $ (239,972) |
Working capital deficit | $ 229,296 | $ 229,296 |
Equity (Details)
Equity (Details) - USD ($) | Oct. 30, 2015 | Jul. 08, 2015 | Oct. 01, 2015 | Aug. 31, 2015 | Feb. 28, 2017 | Feb. 29, 2016 | Aug. 31, 2016 |
Equity (Textual) | |||||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Preferred Stock, shares authorized | 50,000,000 | 50,000,000 | |||||
Preferred Stock, par value | $ 0.001 | $ 0.001 | |||||
Reverse stock split | 1 for 3 | ||||||
Stock issued during period, value | $ 210,000 | ||||||
Stock issued during period, shares | 500,000 | ||||||
Stock awards expense | $ 114,625 | ||||||
Prepaid expense | $ (95,375) | ||||||
Consulting Fees [Member] | |||||||
Equity (Textual) | |||||||
Stock issued during period, value | $ 105,000 | ||||||
Stock issued during period, shares | 250,000 |
Asset Purchase Agreement (Detai
Asset Purchase Agreement (Details Textual) - USD ($) | Feb. 28, 2017 | Feb. 21, 2017 | Aug. 31, 2016 |
Asset Purchase Agreement (Textual) | |||
Total approximate amount include in asset purchase agreement | $ 20,000 | ||
Number of common stock | 200,000 | ||
Common stock payable | $ 30,000 | ||
Common stock value | $ 30,000 |
Intellectual Propery (Details)
Intellectual Propery (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | |
Intellectual Propery (Textual) | ||||
Impairment of intellectual property | $ 1,248 | $ 1,248 |
Note Payable - Related Party (D
Note Payable - Related Party (Details) - 7% unsecured promissory note [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Feb. 28, 2017 | Aug. 31, 2016 | |
Shareholder [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable - related party at beginning of period | $ 26,000 | |
Payments on notes payable - related party | ||
Convertible debenture - related party at end of period | 146,000 | 26,000 |
Borrowings on notes payable - related party | 120,000 | 26,000 |
CEO [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable - related party at beginning of period | 5,500 | |
Payments on notes payable - related party | (5,500) | |
Convertible debenture - related party at end of period | 5,500 | |
Borrowings on notes payable - related party | $ 5,500 |
Note Payable - Related Party 20
Note Payable - Related Party (Details Textual) - 7% unsecured promissory note [Member] - USD ($) | Nov. 14, 2016 | Feb. 17, 2017 | Oct. 27, 2016 | Aug. 15, 2016 | Jul. 05, 2016 | May 17, 2016 | Apr. 27, 2016 |
Lyle Hauser [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Unsecured promissory note issued | $ 80,000 | $ 30,000 | $ 10,000 | $ 16,000 | $ 10,000 | ||
CEO [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Unsecured promissory note issued | $ 3,000 | $ 2,500 | |||||
Repaid of principal amount | $ 5,500 |
Related Party Transactions (Det
Related Party Transactions (Details) | Feb. 28, 2017USD ($)ft² | Feb. 17, 2017USD ($) | Nov. 14, 2016USD ($) | Oct. 27, 2016USD ($) | Aug. 31, 2016USD ($) | Aug. 15, 2016USD ($) | Jul. 05, 2016USD ($) | May 17, 2016USD ($) | Apr. 27, 2016USD ($) |
Related Party Transactions (Textual) | |||||||||
Accounts payable related party | $ 14,609 | ||||||||
CEO [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Accounts payable related party | $ 0 | ||||||||
Related party outstanding payable | $ 14,609 | ||||||||
7% unsecured promissory note [Member] | Lyle Hauser [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Unsecured promissory note issued | $ 30,000 | $ 80,000 | $ 10,000 | $ 16,000 | $ 10,000 | ||||
7% unsecured promissory note [Member] | CEO [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Unsecured promissory note issued | $ 3,000 | $ 2,500 | |||||||
7% unsecured promissory note [Member] | CEO two [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Unsecured promissory note issued | 5,500 | ||||||||
Principal amount | $ 0 | ||||||||
Vice President - Operations [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
General office space lease (In square feet) | ft² | 500 |
Subsequent Events (Details)
Subsequent Events (Details) - Mr. Tenzer [Member] - Subsequent Event [Member] | Mar. 14, 2017$ / sharesshares |
Subsequent Events (Textual) | |
Warrant to purchase of common stock | shares | 20,000,000 |
Warrant exercise price | $ / shares | $ 0.0001 |