Bespoke Extracts (BSPK) 10-Q 20 Apr 17 2017 Q2 Quarterly report Financial data

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