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

 

or

 

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

 

For the transition period from __________ to __________

 

Commission File Number: 000-52759

 

BESPOKE EXTRACTS, INC.

(Exact name of registrant as specified in its charter)

 

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

 

323 Sunny Isles Boulevard, Suite 700

Sunny Isles Beach, FL 33160

(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, 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, there were 246,889,621 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		12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		15
Item 4	Controls and Procedures		15
PART II - OTHER INFORMATION			16
Item 1.	Legal Proceedings		16
Item 1A.	Risk Factors		16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		16
Item 3.	Defaults Upon Senior Securities		16
Item 4.	Mine Safety Disclosures		16
Item 5.	Other Information		16
Item 6.	Exhibits		16

 

 

PART I

 

Item 1. Financial Statements. 

 

Bespoke Extracts, Inc.

Condensed 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

 

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

 

 

Bespoke Extracts, Inc.

Condensed Statements of Operations

(Unaudited)

 

		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 financial statements.

 

 

Bespoke Extracts, Inc.

Condensed Statement of Stockholders Deficit

For The Three and Nine Months Ended May 31, 2021 and 2020

Unaudited

 

		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	)

  

		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 financial statements.

 

 

Bespoke Extracts, Inc.

Condensed Statements of Cash Flows

(Unaudited)

 

		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

 

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

 

 

NOTES TO CONDENSED FINANCIAL STATEMENTS

May 31, 2021 AND May 21, 2020

 (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 of 2020, the Company unveiled a new brand image, new website and ecommerce store and a new line-up of hemp-derived CBD formulations available for purchase in the form of tinctures, softgels and creams.

 

Basis of Presentation

 

The accompanying condensed 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 months ended May 31, 2021 may not necessarily be indicative of the results that may be expected for the year ended August 31, 2021.

 

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.

 

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

 

Going Concern

 

The accompanying condensed 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 months ended May 31, 2021. 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 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 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 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 31, 2021 and August 31, 2020, the Company has recorded an allowance for doubtful accounts of $2,981 and $2,981, respectively. At May 31, 2021 and August 31, 2020 included in the accounts receivable is the merchant holdback receivable balance of $3,636 and $3,585, respectively which will be remitted to the Company in the future.

 

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 31, 2021 and August 31, 2020, inventory amounted to $76,857 and $0, respectively, which consisted of finished goods of $72,435, and raw materials of $4,422 net of reserves. During the nine months ended May 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 and $40,252, 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

 

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 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 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 months end May 31, 2020.  

 

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. The domain names are being amortized over a 15 year period. During the three and nine months ended May 31, 2021, the Company recorded an amortization expense of $811 and $2,433, respectively. During the nine months ended May 31, 2020, the Company recorded an impairment expense of $289 for the expired domain names. During the three and nine months ended May 31, 2020, the Company recorded an amortization expense of $811 and $2,508 respectively.

 

3. NOTE PAYABLE - RELATED PARTY

 

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, 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.

 

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. 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 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 amendments to the debentures 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.

 

 

5. EQUITY

 

Common Stock and Preferred Stock

 

As of August 31, 2020, the Company had 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 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 and May 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 and May 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, the Company entered into an exchange agreement with Mr. Pollack. Pursuant to the exchange agreement, Mr. Pollack exchanged the promissory note for 15,000,000 shares of common stock of the Company.

 

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.

 

On November 30, 2020, the Company entered into a securities purchase agreement with Danil 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, 2021, the Company entered into a securities purchase agreement with Danil Pollack. Pursuant to the purchase agreement, the Company issued and sold to Mr. Pollack 2,000,000 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 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 price of $500,000.

 

 

Warrants 

 

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

 

		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						$	-

 

Options

 

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 serve as the Company’s chief executive officer and president for a period of one year, which term will 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 executive officer. Pursuant to the amendment, the Company will 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 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, 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.

 

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, 2021, the Company entered into a securities purchase agreement with Danil Pollack. Pursuant to the purchase agreement, the Company issued and sold to Mr. Pollack 2,000,000 shares of common stock for an aggregate purchase price of $100,000.

 

7. COMMITMENTS AND CONTINGENCIES

 

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 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 in the accompanying balance sheet. On January 5, 2021, the Company issued 500,000 shares of common stock.

 

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 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 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 October 13, 2020, the Company entered into a consulting agreement with Yaniv Rozen pursuant to which the Company engaged Mr. Rozen to serve as the Company’s chief operating officer on 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 officer of the Company.

 

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

 

The Company also agreed to issue to Mr. Rozen shares of common stock, and increase such monthly fee, as follows:

 

●

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, 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 31, 2021 and August 31, 2020, no individual customer amounted to over 10% of total accounts receivable. During the three and nine months ended May 31, 2021 and May 31, 2020 no individual customer amounted to over 10% of total sales. 

 

9. SUBSEQUENT EVENTS 

 

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

 

On August 2, 2021, the Company entered into amendments (“Amendment No. 6”) with the holders of the Company’s original issue discount convertible debentures, with an original issuance 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, and Amendment No. 5 thereto, dated April 2, 2021, in the aggregate outstanding principal amount of $500,000. Pursuant to Amendment No. 6, the maturity date of the debentures was extended to August 31, 2021.

 

 

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

  

Overview

 

The Company sells 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 Company introduced its original line of CBD products in 2018. In the fall of 2020, we unveiled a new brand image, new website and ecommerce store and a new line-up of hemp-derived CBD formulations available for purchase in the form of tinctures, softgels and creams.

 

Results of Operations for the three months ended May 31, 2021 and May 31, 2020

 

Sales

 

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

 

 

Operating Expenses

 

Selling, general and administrative expenses for the three months ended May 31, 2021 and May 31, 2020 were $206,087 and $3,161,806, respectively. Included 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. Professional fees were $22,604 and $25,367, respectively for the three months ended May 31, 2021 and May 31, 2020, respectively. The decrease was due to reduced legal and accounting fees as the Company streamlined operations. Consulting expense was $77,000 and $24,562, respectively for the three months ended May 31, 2021 and May 31, 2020, respectively. The increase was primarily due to additional consulting agreements for sales and marketing during the three months ended May 31, 2021. Amortization expense of domain names for the three months ended May 31, 2021 and May 31, 2020 was $811 and $811 respectively.

 

Interest Expense and Amortization of Debt Discount

 

Interest expense on promissory notes for the three months ended May 31, 2021 and May 31, 2020 was $0 and $242,188, respectively. The decrease in interest expense was due to the amortization expense for the warrants and beneficial conversion associated with those notes that had been converted to common stock or fully amortized during the three months ended May 31, 2020.

 

Net Loss

 

For the reasons stated above, our net loss for the three months ended May 31, 2021 was $299,571, or $0.00 per share, compared to a net loss for the three months ended May 31, 2020 of $3,454,734, or $0.03 per share.

 

Results of Operations for the nine months ended May 31, 2021 and May 31, 2020

 

Sales

 

Sales during the nine months ended May 31, 2021 were $21,684 compared to $1,739 for the nine months ended May 31, 2020. The increase in sales was primarily a result of increased 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 months ended May 31, 2021 and May 31, 2020 were $551,170 and $3,594,236, respectively. Included 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. Professional fees were $85,227 and $174,153, respectively for the nine months ended May 31, 2021 and May 31, 2020, respectively. The decrease in expenses was due to reduced legal and accounting fees as the Company streamlined operations. Consulting expense was $181,500 and $158,062, for the nine months ended May 31, 2021 and May 31, 2020, respectively. The increase was primarily due to additional consulting agreements for sales and marketing during the nine months ended May 31, 2021. Amortization expense of domain names for the nine months ended May 31, 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 respectively. The decrease in interest expense was due to the amortization expense for the warrants and beneficial conversion associated with those notes that had been converted to common stock or fully amortized during the nine months ended May 31, 2020.

 

Net Loss

 

For the reasons stated above, our net loss for the nine months ended May 31, 2021 was $805,848, or $0.00 per share, compared to a net loss for the nine months ended May 31, 2020 of $4,553,879, or $0.04 per share. 

 

Liquidity and Capital Resources

 

As of May 31, 2021, we had cash of $83,145. Net cash used in operating activities for the nine months ended May 31, 2021 was $968,997. Our current liabilities as of May 31, 2021 were $562,670 and consisted of accounts payable and accrued liabilities of $62,136, notes payable- related party of $534 and a convertible note payable of $500,000. As of August 31, 2020, we had cash of $126,603. Net cash used in operating activities for the nine months ended May 31, 2020 was $407,542. The increase in net cash used in operating activities during the nine months ended May 31, 2021 compared to May 31, 2020 was a result of the Company purchasing new inventory and an increase in prepaid expenses, partially offset by the increase in accounts payable and accrued liabilities.

   

During the nine months ended May 31, 2021, the Company raised $800,000 from the sale of common stock. During the nine months ended May 31, 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 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 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 months ended May 31, 2021 and the year ended August 31, 2020 and had a working capital deficit at May 31, 2021 and August 31, 2020. 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 in Note 1 to our unaudited condensed financial statements appearing elsewhere in this report.   

 

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 executive officer and chief 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 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.

 

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		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema Document*
101.CAL		XBRL Taxonomy Calculation Linkbase Document*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		XBRL Taxonomy Label Linkbase Document*
101.PRE		XBRL Taxonomy Presentation Linkbase Document*

 

*

Filed herewith.

**

Furnished herewith.

 

  

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	By:	/s/ Danil Pollack
		Danil Pollack Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

17