10-Q

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: September 30, 2023

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.)

12001 E. 33^rd Street Unit O

Aurora, CO 80010

(Address of principal executive offices)

855-633-3738

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

As of January 16, 2024, there were 10,168,220 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	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4	Controls and Procedures	20
PART II - OTHER INFORMATION		21
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	21

i

PART I

Item 1. Financial Statements. 

Bespoke Extracts, Inc.

Consolidated Balance Sheets 

	September 30,			December  31,
	2023			2022
Assets
Current assets
Cash	$	-		$	24,433
Accounts receivable, net		45,950			-
Prepaid stock awards		14,762			80,113
Prepaid expense		10,695			7,186
Inventory, net		25,557			-
Total current assets		96,964			111,732
Furniture and equipment		42,764			9,947
License		10,000			-
Right of Use Asset		226,381			275,912
Deposits		12,000			12,000
Total assets	$	388,109		$	409,591
Liabilities and Stockholders’ Equity
Current liabilities
Cash overdraft	$	2,949		$	-
Accounts payable and accrued liabilities		828,069			295,818
Inventory earn-out		-			90,000
Deferred revenue		2,936			-
Note payable - related party		26,997			415,500
Operating lease liability		64,330			64,330
Total current liabilities		925,281			865,648
Note payable - related party		849,500			-
Long-Term Operating Lease Liability		167,101			216,039
Total liabilities		1,941,882			1,081,687
Commitments and contingencies (Note 10)
Stockholders’ Deficit
Preferred stock, par value $0.001, 50,000,000 shares authorized, 1 share issued and outstanding as of September 30, 2023 and December 31,2022, respectively		-			-
Series C Convertible Preferred Stock, $0.001 par value, 1 share designated;  1 share issued and outstanding as of Sepember 30, 2023 and December 31, 2022, respectively, stated value $24,000.		-			-
Common stock, $0.001 par value: 3,000,000,000 authorized; 10,168,220 and 9,946,067 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		10,166			9,944
Common stock to issue 6,478 shares		-			-
Additional paid-in capital		23,533,615			23,201,758
Accumulated deficit		(25,097,554	)		(23,883,798	)
Total stockholders’ deficit		(1,553,773	)		(672,096	)
Total liabilities and stockholders’ deficit	$	388,109		$	409,591

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

1

Bespoke Extracts, Inc

Consolidated Statements of Operations

(Unaudited)

	For the three months ended September 30,						For the nine months ended September 30,
	2023			2022			2023			2022
Sales	$	244,408		$	-		$	521,671		$	3,407
Cost of products sold		146,000			65			341,878			47,580
Gross Profit		98,408			(65	)		179,793			(44,173	)
Operating expenses:
Selling, general and administrative expenses		347,717			1,069,487			1,179,598			2,861,938
Professional fees		46,883			29,270			171,259			119,118
Consulting		-			35,750			36,000			94,250
Total operating expenses		394,600			1,134,507			1,386,857			3,075,306
Loss from operations		(296,192	)		(1,134,572	)		(1,207,064	)		(3,119,479	)
Other income / (expenses)
Interest expense		(5,337	)		-			(6,692	)		-
Interest income		-			447						878
Total other (expense) / income		(5,337	)		447			(6,692	)		878
Loss before income tax		(301,529	)		(1,134,125	)		(1,213,756	)		(3,118,601	)
Provision for income tax		-			-			-			-
Net Loss	$	(301,529	)	$	(1,134,125	)	$	(1,213,756	)	$	(3,118,601	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted		10,168,220			8,353,245			10,165,778			7,724,148
NET LOSS PER COMMON SHARE OUTSTANDING
Basic and Diluted	$	(0.03	)	$	(0.14	)	$	(0.12	)	$	(0.40	)

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

2

Bespoke Extracts, Inc

Consolidated Statement of Stockholders Equity / (Deficit)

For The three and nine months ended September 30, 2023 and September 30, 2022

	Series C
	Preferred Shares Outstanding		Preferred Par Amount	Common Shares Outstanding		Common Par Amount		Additional Paid-in Capital	Common Stock Shares to be Issued		Common Stock to be issued Par Amount		Accumulated Deficit			Total
Balance  June 30, 2022	1	$	-	9,672,854	$	9,673	$	23,564,461	6,478	$	7,987	$	(21,752,047	)	$	1,830,074
Stock based compensation and stock option expense	-		-	-		-		170,682	-		-		-			170,682
Common stock issued for cash	-		-	266,667		267		682,820	-		-		-			683,087
Net loss for the three months ended September 30, 2022	-		-	-		-		-	-		-		(1,134,125	)		(1,134,125	)
Balance  September 30, 2022	1	$	-	9,939,521	$	9,940	$	24,417,963	6,478	$	7,987	$	(22,886,172	)	$	1,549,718

	Series C
	Preferred Shares Outstanding		Preferred Par Amount		Common Shares Outstanding		Common Par Amount		Additional Paid-in Capital		Common Stock Shares to be Issued		Common Stock to be issued Par Amount		Accumulated Deficit			Total
Balance June 30, 2023		1	$	-		10,168,220	$	10,166	$	23,436,312	$	-	$	-	$	(24,796,025	)	$	(1,349,547	)
Stock based compensation and stock option expense		-		-		-		-		97,303		-		-		-			97,303
Net loss for the three months ended September 30, 2023		-		-		-		-		-		-		-		(301,529	)		(301,529	)
Balance  September  30, 2023		1	$	-		10,168,220	$	10,166	$	23,533615	$	-	$	-	$	(25,097,554	)	$	(1,553,773	)

3

	Series C
	Preferred Shares Outstanding		Preferred Par Amount		Common Shares Outstanding		Common Par Amount		Additional Paid-in Capital		Common Stock Shares to be Issued		Common Stock to be issued Par Amount		Accumulated Deficit			Total
Balance  December 31, 2021		1	$	-		8,141,965	$	8,142	$	21,741,403		6,478	$	7,987	$	(19,767,571	)	$	1,989,961
Payment of capital contribution		-		-		-		-		4,792		-		-		-			4,792
Stock based compensation and stock option expense		-		-		-		-		1,646,030		-		-		-			1,646,030
Common stock issued for services		-		-		266,667		267		682,819		-		-		-			683,086
Common stock issued for cash		-		-		1,530,889		1,531		342,919		-		-		-			344,450
Net loss for the nine months ended September 30, 2022		-		-		-		-		-		-		-		(3,118,601	)		(3,118,601	)
Balance  September 30, 2022		1	$	-		9,939,521	$	9,940	$	24,417,963		6,478	$	7,987	$	(22,886,172	)	$	1,549,718

	Series C
	Preferred Shares Outstanding		Preferred Par Amount		Common Shares Outstanding		Common Par Amount		Additional Paid-in Capital		Common Stock Shares to be Issued		Common Stock to be issued Par Amount		Accumulated Deficit			Total
Balance  December 31, 2022		1	$	-		9,945,997	$	9,944	$	23,201,758	$	-	$	-	$	(23,883,798	)	$	(672,096	)
Purchase Wonderleaf		-		-		222,223		222		49,778		-		-		-			50,000
Stock based compensation and stock option expense		-		-		-		-		282,079		-		-		-			282,079
Net loss for Nine Months ended September 30, 2023		-		-		-		-		-		-		-		(1,213,756	)		(1,213,756	)
Balance  September 30, 2023		1	$	-		10,168,220	$	10,166	$	23,533,615	$	-	$	-	$	(25,097,554	)	$	(1,553,773	)

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

4

Bespoke Extracts, Inc

Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine months ended September 30,
	2023			2022
Cash flows from operating activities
Net Loss	$	(1,213,756	)	$	(3,118,601	)
Adjustments to reconcile net loss to net cash used in operating activities
Inventory reserve		40,393			46,825
Depreciation		7,183			-
Allowance for doubtful accounts		-			3,636
Amortization of right of use asset, net		49,531			-
Amortization expense for prepaid expenses for consulting shares		65,351			-
Stock based compensation and stock option expense		282,079			2,329,116
Changes in operating assets and liabilities:
Accounts receivable		(45,950	)		-
Prepaid expenses		(3,509	)		(4,047	)
Inventory		(65,950	)		-
Interest receivable - Wonderleaf		-			(431	)
Deposits		-			(1,416	)
Accounts payable and accrued liabilities		535,200			141,113
Deferred revenue		2,936			-
Operating lease liability		(48,938	)		(855	)
Net Cash (used in) operating activities		(395,430	)		(604,660	)
Cash flows from investing activities
Advances to Wonderleaf		-			(12,000	)
Note receivable Wonderleaf funded		-			(20,250	)
Purchase of equipment		-			(7,202	)
Net cash used in investing activities		-			(39,452	)
Cash flow from financing activities
Payment of capital contribution		-			4,791
Payment of inventory earnout		(90,000	)		-
Proceeds from issuance of note payable - related party		434,000			160,000
Proceeds from advances - related party		26,997			-
Repayment of note payable - related party		-			(2,500	)
Proceeds from issuance of units		-			344,450
Net cash provided by financing activities		370,997			506,741
Net increase / (decrease) in cash		(24,433	)		(137,371	)
Cash at beginning of period		24,433			148,227
Cash at end of period	$	-		$	10,856
Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Noncash investing and financing activities:
Stock issued to Wonderleaf for fixed assets and license	$	50,000		$	-

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

5

BESPOKE EXTRACTS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(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 operating in the regulated cannabis markets in the United States. Through Bespoke Colorado, we operate a marijuana infused products production facility in Aurora, Colorado.

On December 2, 2021, Bespoke Extracts Colorado, LLC (“Bespoke Colorado”), a newly formed wholly-owned subsidiary of the Company entered into an asset purchase agreement with WonderLeaf, LLC (“WonderLeaf”), and on December 7, 2021, Bespoke Colorado and WonderLeaf entered into an amendment to such asset purchase agreement (as amended, the “WonderLeaf Purchase Agreement”). On January 3, 2023, the Company completed the acquisition of the WonderLeaf assets and the change of control was approved by the Colorado Marijuana Enforcement Division for 222,223 shares of common stock valued at $50,000, or $0.225 per share. At the time of acquisition Wonderleaf had no operations or no employees and was not considered a business. 

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

Certain prior period amounts have been reclassified to conform to the current period presentation which include common stock and additional paid in capital.

Principles of Consolidation

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

Going Concern

The accompanying condensed consolidated unaudited financial statements have been prepared assuming a continuation of the Company as a going concern. The Company had negative cash flows from operations of $395,430_ for the nine months ended September 30, 2023, and a working capital deficit of $851,602 and accumulated deficit of $25,097,554, as of September 30, 2023. This raises substantial doubt about our ability to continue as a going concern for a period of one year from the date of these financial statements.

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.

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.

6

Use of Estimates

The preparation of consolidated 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 consolidated 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 September 30, 2023 and December 31, 2022, the Company did not have any cash equivalents. The Company did not have any cash in excess of FDIC limits of $250,000 at any single bank.

Fair Value of Financial Instruments

The carrying amounts of cash, accounts receivable, inventory, fixed assets, licenses, and other assets, accounts payable, accrued liabilities, and notes payable approximate their fair values as of September 30, 2023 and December 31, 2022, 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 14 or net 30 days. Once collection efforts by the Company, the determination for charging off uncollectible receivables is made. At September 30, 2023 and December 31, 2022, the Company has recorded an allowance for doubtful accounts of $0 and $0, respectively.

Inventory, Net

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 September 30, 2023 and December 31, 2022, inventory amounted to $25,557, and $0 net of reserves, respectively, which consisted of finished goods of $0 and $0, and raw materials of $25,557 and $0, respectively.

7

Property and equipment

Property and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

Schedule of Estimated useful Lives of Property and Equipment

Furniture and Equipment 5 years

License

License represents the Colorado license for distributing cannabis. The license has an indefinite useful life and the Company will test annually for impairment.

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 directly to licensed marijuana dispensaries in Colorado. 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 or within 14 to 30 days.

At September 30, 2023, two customers amounted to 31.2% and 15.2%, or 46.4% of accounts receivable. During the year ended December 31, 2022 no customer amounted to over 10% of the total accounts receivable. During the three months ended September 30, 2023 one customer amounted to 25.8% of sales for the period. During the nine months ended September 30, 2023 one customer amounted to 33.3% of sales for the period During the three and nine months ended September 30, 2022 no individual customer amounted to over 10% of tota1 sales.

Cash Overdrafts

Cash Overdrafts represent disbursements in excess of cash balances on hand.

Deferred Revenue

Deferred Revenue represents serviced that was paid for but not delivered to the customer as of September 30, 2023.

Stock Based Compensation

Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option or warrant, whichever is more reliably measurable, and in accordance with FASB ASC 718, Compensation-Stock Compensation, including related amendments and interpretations.

Reclassification

Prior gross prepaid stock compensation and additional paid in capital presented in the 10Q for the period end September 30, 2022 have been reclassified to conform with the financials filed in the December 31, 2022 10K.

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 29,876 warrants and 1,023,341 options is anti-dilutive for the three and nine months ended September 30, 2023 as they are not in the money. The effect of 562.967 warrants and 1,023,842 options is anti-dilutive for the three and nine months ended September 30, 2022 as they are not in the money. 

8

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date.

Income Taxes

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

2. ASSET PURCHASE AGREEMENT

On January 3, 2023, the Company completed the acquisition of the WonderLeaf assets for 222,223 shares of common stock valued at $50,000, or $0.225 per share. At the time of acquisition Wonderleaf had no operations or no employees and was not considered a business. 

Pursuant to ASU 2017-01 and ASC 805, the Company analyzed the business of Wonderleaf to determine if the Company acquired a business or acquired assets. Based on this analysis, the Company determined that it acquired assets. No goodwill was recorded since the purchase was accounted for as an asset purchase. In accordance with ASC 805, the fair value of the assets acquired is based on either the fair value of the consideration given or the fair value of the assets acquired, whichever is more clearly evident, and thus, more reliably measurable. The Company used the market price of the 222,223 common shares issued of $50,000 as the fair value of the assets acquired since this value was more clearly evident, and thus, more reliably measurable than the fair value of the license and fixed assets acquired.

Company management determined if the Company acquired a business or acquired assets. The FASB issued new guidance (ASU 2017-01) that changed the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in ASC 606. Under the new guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If it’s not met, the entity then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. Under the ASU, a set is not a business when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets.

Pursuant to 805-10-55-83, the Company first considered the guidance in paragraphs 805-10-55-5A through 55-5C. The identifiable assets that could be recognized in the purchase only included the license and fixed assets. Accordingly, the transaction was not considered a business.

9

The monetary value of the 222,223 shares is deemed by the Company to be $50,000 in accordance with Accounting Standards Codification (“ASC”) 805-50-30 “Business Combinations”, the Company determined that if the consideration paid is not in the form of cash, the measurement may be based on either (i) the cost which is measured based on the fair value of the consideration given or (ii) the fair value of the assets (or net assets) acquired, whichever is more clearly evident and thus more reliably measurable. No goodwill should be recorded since the WPA was accounting for as an asset purchase. The Company determined that the fair value of the common shares issued was a better indicator which is more reliably measurable.

The Company assigned a value of $10,000 to the licenses and $40,000 to the fixed assets acquired.

3. INVENTORY EARN-OUT 

As described in Note 9, in exchange for cancellation of the debt owed under the Debenture, the Company transferred to the holder certain domain names and agreed to pay the holder, beginning December 1, 2021, and on a monthly basis through August 31, 2022, 40% of the operating profit generated from sale of the existing CBD inventory of the Company, and on August 31, 2022, to make a final payment equal to an amount of $75,000 minus the total of the monthly payments made under the Inventory Earn Out. As of December 31, 2022 no amounts had been paid. The inventory earn-out agreement was amended on November 11, 2022 such that the final payment under the inventory earn out was increased to $90,000 (less any payments previously made) and was due February 28, 2023. During the nine months ended September 30, 2023 the amount was paid.

4. NOTE RECEIVABLE 

On January 19, 2022 the Company loaned WonderLeaf $10,000, pursuant to a promissory note. The note bears interest at 5% annually and matures on January 18, 2023.

On February 8, 2022 the Company loaned WonderLeaf $10,000, pursuant to a promissory note. The note bears interest at 5% annually and matures on February 8, 2023.

On October 25, 2022 the Company loaned WonderLeaf $25,000, pursuant to a promissory note. The note bears interest at 5% annually and matures on February 8, 2023.

As of December 31, 2022 accrued interest on the notes receivable amounted to $931.

At December 31, 2022 the Company recorded a reserve of $45,931 for the promissory notes and accrued interest.

Note 5 – Furniture and equipment.

Machinery and equipment consisted of the following at:

Schedule of Machinery and Equipment

	September 30, 2023			December 31, 2022
Furniture and equipment	$	2,745		$	2,745
Machinery and Equipment	$	47,202		$	7,202
Fixed assets, total	$	49,947		$	9,947
Total: accumulated depreciation	$	(7,183	)	$	-
Fixed assets, net	$	42,764		$	9,947

Depreciation expense for the three and nine months ended September 30, 2023 and September 30, 2022 were $2,617, $7,183, $0 and $0 respectively.

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6. NOTE PAYABLE – RELATED PARTY

During the nine months ended September 30, 2023, Infinity Management, LLC an affiliate of Michael Feinsod, the Company’s chief executive officer, loaned the Company an additional $434,000. On September 5, 2023 $849,500 of notes payable were converted into a 5% interest bearing note due June 30, 2025 (the “Infinity Note”). In addition, repayment of the Infinity Note will be due out of the proceeds of a new debt or equity capital raise with net proceeds of more than $2,000,000. As of September 30, 2023 and December 31, 2022 the amount owed Infinity Management, LLC is $885,454 and $415,500, respectively.

During the nine month ended September 30, 2023 Infinity Management, LLC an affiliate of Michael Feinsod advanced the Company and additional $26,997.

7. LEASES

In connection with the WonderLeaf Purchase Agreement, Bespoke Colorado entered into a lease agreement (the “Lease”) with WL Holdings, Ltd. (“WL Holdings”) in December 2021. Pursuant to the Lease, Bespoke Colorado will lease from WL Holdings certain commercial space in Aurora, Colorado, where WonderLeaf’s business has been located, commencing upon signing of the Lease and Wonderleaf Purchase Agreement, for a term of five years, which Bespoke Colorado will have an option to renew for an additional five years. Monthly rent under the Lease will start at $6,000. The Lease grants the Company an option to purchase the property for $600,000. The Company has not decided whether it will exercise either option.

Supplemental balance sheet information related to leases was as follows:

Lease term and discount rate were as follows:

	September 30,
	2023
Weighted average remaining lease term (years)		3.19
Weighted average discount rate		4	%

The component of lease costs was as follows:

	Nine months ended September 30,
	2023
Operating lease cost	$	57,294
Variable lease cost (1)		3,150
Total lease costs	$	60,444

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

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

	September 30,
	2023
Cash paid for operating lease liabilities	$	-

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Maturities of lease liabilities were as follows as of September 30, 2023:

	Operating
	Leases
2023	$	16,641
2024		75,915
2025		79,380
2026		72,765
Thereafter		-
Total undiscounted lease payments		244,701
Less: Present value discount		(13,270	)
Total Present value of lease liabilities	$	231,431

Operating Leases	Classification	September 30, 2023
Right-of-use assets	Right of use assets	$	226,381
Current lease liabilities	Current operating lease liabilities		64,330
Non-current lease liabilities	Long-term operating lease liabilities		167,101
Total lease liabilities		$	231,431

8. EQUITY

Common Stock and Preferred Stock

On December 5, 2022 the Company approved an amendment to its articles of incorporation to effect a 45-to-1 reverse split of our common stock effective January 13, 2023. All prior amounts equity amounts have been presented to reflect this reverse split.

As of September 30, 2023 and December 31, 2022, the Company’s authorized capital stock consists of 3,000,000,000 shares of common stock, par value $0.001, and 50,000,000 shares of preferred stock, par value $0.001. 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 September 30, 2023 and December 31, 2022, respectively. The Company’s Certificate of Designation of Series B Preferred Stock was withdrawn by the Company on September 30, 2020. 1 share of preferred stock is designated Series C Preferred Stock and is issued and outstanding as of September 30, 2023 and December 31, 2022, 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. 

On January 3, 2023, the Company completed the acquisition of the WonderLeaf assets for 222,223 shares of common stock valued at $50,000, or $0.225 per share.

On December 14, 2021, the board of directors of the Company adopted the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which up to an aggregate of 6,666,667 shares of common stock are available for issuance. Awards under the plan may include options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance share awards, or other equity-based awards, each as defined under the 2021 Plan. Options awarded under the 2021 Plan are to have an exercise price of not less than 100% of the fair market value of the common stock on the grant date and a term of not more than ten years from the option grant date.

On December 14, 2021, the Company entered into an employment agreement with Hunter Garth. Pursuant to the employment agreement, Mr. Garth will serve as the Company’s president and will receive a base monthly salary of $8,000. The Company also granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, 500,000 shares of restricted common stock valued at $675,000 ($1.35 per share), which vested one year from the date of grant. During the year ended December 31, 2022 the Company recorded $675,000 a prepaid expenses associated with the stock based compensation. During the years ended December 31, 2022 and 2021 the amount was amortized $643,562 and $31,438, respectively.

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On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, the Company’s chief executive officer and chairman. Pursuant to the employment agreement, Mr. Feinsod will continue to serve as the Company’s chief executive officer and chairman and will receive a base monthly salary of $10,000. The Company also granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, 1,000,000 shares of restricted common stock valued at $1,350,000 ($1.35 per share), which vested one year from the date of grant. During the year ended December 31, 2022 the Company recorded $1,350,000 of prepaid expenses associated with the stock based compensation. During the years ended December 31, 2022 and 2021 the amount was amortized $1,287,123 and $62,877, respectively. As of December 31. 2022 and 2021 the Company recorded a prepaid stock award of $0 and $1,287,123, respectively.

During the year ended December 31, 2022, the Company entered into and closed securities purchase agreements with investors pursuant to which the Company issued and sold to the investors an aggregate of 1,530,897 shares of common stock and warrants to purchase an aggregate of 1,530,897 shares of common stock, for an aggregate purchase price of $344,450. The warrants expired June 30, 2023 and had an exercise price of $2.25.

Effective August 1, 2022, the Company issued an aggregate of 266,667 shares of common stock to employees and consultants for services, including 155,556 shares that vest immediately, 55,556 shares that vested one year from the grant date, and 55,556 shares that will vest two years from the grant date. During the year ended December 31, 2022 the Company recorded an expense $1,104,928. For the three and nine months ended September 30, 2023 the Company recorded an expense of $21,544 and $43,328, respectively. As of September 30, 2023 and December 31, 2022 the Company had a prepaid stock award of $38,785 and $80,113.

Effective August 1, 2022, the Company issued an aggregate of 266,667 shares of common stock to employees and consultants for services, including 155,556 shares that vest immediately, 55,556 shares that vested one year from the grant date, and 55,556 shares that will vest two years from the grant date. During the year ended December 31, 2022 the Company recorded an expense of $1,104,928. For the three and nine months ended September 30, 2023 the Company recorded an expense of $21,544 and $43,328, respectively. As of September 30, 2023 and December 31, 2022 the Company had a prepaid stock award of $38,785 and $80,113.

Warrants

During the four months ended December 31, 2021, the Company entered into and closed securities purchase agreements with investors pursuant to which the Company issued and sold to the investors an aggregate of 50,000,000 shares of common stock and warrants to purchase an aggregate of 12,500,000 shares of common stock, for an aggregate purchase price of $250,000 with offering costs of $10,000 for legal expenses. The warrants had a term of one year and an exercise price of $2.25.

During the year ended December 31, 2022, the Company entered into and closed securities purchase agreements with investors pursuant to which the Company issued and sold to the investors an aggregate of 1,530,887 shares of common stock and warrants to purchase an aggregate of 382,722 shares of common stock, for an aggregate purchase price of $344,450. The warrants expired June 30, 2023 and had an exercise price of $2.25.

The following table summarizes the warrant activities during the nine months ended September 30, 2023:

	Number of Warrants			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2022		438,723			5.03		0.36
Granted		-			-		-
Canceled or expired		(408,847	)		0.95		-
Outstanding at September 30, 2023		29,876		$	25.24		1.46 years
Exercisable at September 30, 2023		29,875		$	25,.24		1.46 years
Intrinsic value at September 30, 2023				$	-

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Options

On December 14, 2021, the Company entered into an employment agreement with Hunter Garth, wherein the Company granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, ten-year options to purchase 333,333 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. The options were valued at $450,000 using a Black-Scholes pricing model. During the three and nine months ending September 30, 2023 and 2022 the Company recorded $30,811, $92,433, $67,797 and $203,391 respectively of expenses associated with the vesting of these stock options. (See notes 9 and 10).

On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, wherein the Company granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, ten-year options to purchase 666,667 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. The options were valued at $900,000 using a Black-Scholes pricing model. During the three and nine months ended September 30, 2023 and 2022 the Company recorded $61,621, $184,863, $135,594 and $406,782, respectively of expenses associated with the vesting of these stock options. (See notes 9 and 10).

On December 14, 2021, the Company issued to a consultant options to purchase 22,222 shares of common stock at an exercise price of $1.35. The options vest over a period of 3 months and have a term of 10 years. The options were valued at $30,000 using a Black-Scholes pricing model. During the three and nine months ended September 30, 2023 and 2022 the Company recorded $0, $0, $0 and $24,900, respectively of expenses associated with the vesting of these stock options.

On August 17, 2023, the Company issued to several employees options to purchase 222,500 shares of common stock at an exercise price of $0.20. The options vest over a period of 12 months and have a term of 5 years. The options were valued at $44,306 using a Black-Scholes pricing model. During the three and nine months ended September 30, 2023 and 2022 the Company recorded $4,871 and $4,871, respectively of expenses associated with the vesting of these stock options

The following table summarizes the option activities during the nine months ended September 30, 2023:

	Number of Options		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2022		1,023,842	$	2.67		8.95 years
Granted		222,500	$	0.20		4.88 years
Canceled or expired		-		-
Exercised		-		-
Outstanding at September 30, 2023		1,246,341	$	2.67		7.61 years
Exercisable at September 30, 2023		357,174	$	2.19		8.19 years
Intrinsic value at September 30, 2023			$	-

The future expense as of September 30, 2023 is $271,054.

9. RELATED PARTY TRANSACTIONS

On December 14, 2021, the Company entered into an employment agreement with Hunter Garth. Pursuant to the employment agreement, Mr. Garth will serve as the Company’s president and will receive a base monthly salary of $8,000. The Company also granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, 500,000 shares of restricted common stock, which vested one year from the date of grant, and ten-year options to purchase 333,333 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Garth is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination.

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On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, the Company’s chief executive officer and chairman. Pursuant to the employment agreement, Mr. Feinsod will continue to serve as the Company’s chief executive officer and chairman and will receive a base monthly salary of $10,000. The Company also granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, 1,000,000 shares of restricted common stock, which vested one year from the date of grant, and ten-year options to purchase 666,667 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Feinsod is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination.

During the nine months ended September 30, 2023, Michael Feinsod, the Company’s chief executive officer, loaned the Company an additional $434,000. As of September 30, 2023 and December 31, 2022 the amount owed Michael Feinsod is $849,500 and $415,500, respectively. All loans are payable upon demand. On September 5, 2023 $849,500 of notes payable were converted into a 5% interest bearing note due June 30, 2025. The note contains provisions whereby it is intended to be subordinate to any senior secured debt the Company may incur while it is outstanding. In addition, repayment of the note will be due in full out of the proceeds of a new debtor equity capital raise with net proceeds of more than $2,000,000. (See Note 6.)

During the nine months ended September 30, 2023 Infinity Management, LLC an affiliate of Michael Feinsod advanced the Company and additional $26,997. (See Note 6.)

As of September 30, 2023 Michael Feinsod is owed a total of $165,000 of accrued salary and accounts payable of $138,066.

10. COMMITMENTS AND CONTINGENCIES

In connection with a stock purchase agreement, on October 28, 2021, a convertible debenture with an original issue date of December 24, 2019, as amended by Amendment No. 1 thereto, dated May 28, 2020, Amendment No. 2 thereto, dated August 21, 2020, Amendment No. 3 thereto, dated December 10, 2020, Amendment No. 4 thereto, dated January 15, 2021, Amendment No. 5 thereto, dated April 2, 2021, and Amendment No. 6 thereto, dated August 2, 2021 (as amended, the “Debenture”) with an original principal amount of approximately $400,000 was terminated, and all amounts due and payable thereunder forgiven pursuant to a cancellation and satisfaction of debenture agreement entered into between the Company and the Debenture holder (the “Debt Cancellation Agreement”). In exchange for cancellation of the debt owed under the Debenture, the Company transferred to the holder certain domain names and agreed to pay the holder, beginning December 1, 2021, and on a monthly basis through August 31, 2022, 40% of the operating profit generated from sale of the existing CBD inventory of the Company (the “Inventory Earn Out”), and on August 31, 2022, to make a final payment equal to an amount of $75,000 minus the total of the monthly payments made under the Inventory Earn Out. The inventory earn-out agreement was amended on November 11, 2022 (see Note 3) such that the final payment under the inventory earn out was increased to $90,000 (less any payments previously made) and was due February 28, 2023. During the nine months ended September 30, 2023 the amount was paid.

On December 14, 2021, the Company entered into an employment agreement with Hunter Garth. Pursuant to the employment agreement, Mr. Garth will serve as the Company’s president and will receive a base monthly salary of $8,000. The Company also granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, 500,000 shares of restricted common stock, which vested one year from the date of grant, and ten-year options to purchase 333,333 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Garth is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination.

On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, the Company’s chief executive officer and chairman. Pursuant to the employment agreement, Mr. Feinsod will continue to serve as the Company’s chief executive officer and chairman and will receive a base monthly salary of $10,000. The Company also granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, 1,000,000 shares of restricted common stock, which vested one year from the date of grant, and ten-year options to purchase 666,667 shares of common stock at an exercise price of $0.06 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Feinsod is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination.

On August 11, 2022, the Company and Bespoke Colorado entered into an asset purchase agreement with Osiris, LLC doing business as Best Day Ever (“BDE”) and Michael Gurtman. Pursuant to the purchase agreement, Bespoke Colorado agreed to purchase from BDE, and BDE agreed to sell to Bespoke Colorado, the assets of BDE, including certain licenses. The Company also agreed to assume certain leases, all as further set forth in the purchase agreement. As consideration for the acquisition of the assets, the Company agreed to issue 2,777,778 shares of common stock at the closing of the transaction. Closing of the purchase agreement was subject to receipt of certain governmental approvals and other customary closing conditions. The purchase agreement was terminated on November 18, 2022.

11. SUBSEQUENT EVENTS

Subsequent to September 30, 2023, the Company’s chief executive officer, loaned the Company an additional $33,000.

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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 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 report to conform forward-looking statements to actual results, except as may be required under applicable law. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:

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

● Our failure to earn significant revenues or profits;

● 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 report.

Overview

Through our wholly-owned subsidiary, Bespoke Extracts Colorado, LLC, we operate a marijuana infused products manufacturing facility in Colorado.

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

On December 2, 2021, Bespoke Extracts Colorado, LLC, a newly formed wholly-owned subsidiary of the Company entered into an asset purchase agreement with WonderLeaf, and on December 7, 2021, Bespoke Colorado and WonderLeaf entered into an amendment to such asset purchase agreement (as amended, the “WonderLeaf Purchase Agreement”). Pursuant to the Wonderleaf Purchase Agreement, Bespoke Colorado agreed to purchase from WonderLeaf, and WonderLeaf agreed to sell to Bespoke Colorado, certain assets of WonderLeaf, including a license to manufacture marijuana-infused products, existing inventory, and extraction equipment and ancillary items, all as further set forth in the WonderLeaf Purchase Agreement, for a purchase price of $50,000, to be paid in shares of common stock of the Company. The Company issued a total of 222,223 shares of common stock ($0.225 per share), the fair market value on the date of issuance.

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Results of Operations for the three months ended September 30, 2023 and September 30, 2022

Sales

Sales during the three months ended September 30, 2023 were $244,408 compared to $0 for the three months ended September 30, 2022. The increase in sales was a direct result of the products we are producing after the purchase of WonderLeaf. The increase in sales was due to direct sales of pre-rolled joints to licensed dispensaries in Colorado. 

Cost of Goods Sold

Cost of goods sold for the three months ended September 30, 2023 was $146,000 compared to $0 for the three months ended September 30, 2022. The increase was a direct result of the increase in sales. The increase in cost of sales was due to increases in purchases of raw materials, packaging, and labor associated with the production of pre-rolled joints.

Operating Expenses

Selling, general and administrative expenses for the three months September 30, 2023 and September 30, 2022 were $347,717 and $1,069,487, respectively. The decrease was mainly attributable to reduced stock-based compensation of $763,158 and was partially offset by increased salary expenses. Professional fees were $46,833 and $29,270, respectively for the three months ended September 30, 2023 and September 30, 2022. Consulting expenses were $0 and $35,750, for the three months ended September 30, 2023 and September 30, 2022, respectively.

Other Income / (Expenses)

During the three months ended September 30, 2023 and September 30, 2022 there were $(5,377) and $447, respectively associated with interest expense on loans and interest income on the note receivable from WonderLeaf.

Net Loss

For the reasons stated above, our net loss for the three months ended September 30, 2023 was $301,529, or $0.03 per share, compared to a net loss for the three months ended September 30, 2022 of $1,134,125 or $0.14 per share

Results of Operations for the nine months ended September 30, 2023 and September 30, 2022

Sales

Sales during the nine months ended September 30, 2023 were $524,671 compared to $3,407 for the nine months ended September 30, 2022.

The increase in sales was a direct result of the products we are producing after the purchase of WonderLeaf. The increase in sales was due to direct sales of pre-rolled joints to licensed dispensaries in Colorado. 

Cost of Goods Sold

Cost of goods sold for the nine months ended September 30, 2023 was $341,878 compared to $47,580 for the nine months ended September 30, 2022. The increase was a direct result of the increase in sales. The increase in cost of sales was due to increases in purchases of raw materials, packaging, and labor associated with the production of pre-rolled joints.

Operating Expenses

Selling, general and administrative expenses for the nine months September 30, 2023 and September 30, 2022 were $1,179,598 and $2,861,938, respectively. The decrease was mainly attributable to a reduction of stock-based compensation of $2,047,237 and partially offset by increased payroll expenses. Professional fees were $171,259 and $119,118, respectively for the nine months ended September 30, 2023 and September 30, 2022. The increase in expenses was due to increased legal and accounting fees associated with the pending WonderLeaf, LLC acquisition. Consulting expense was $36,000 and $94,250, for the nine months ended September 30, 2023 and September 30, 2022, respectively.

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Other Income/ (Expenses)

During the nine months ended September 30, 2023 and September 30, 2022 there were $(6,692) and $878, respectively associated with interest expense on loans and interest income on the note receivable from WonderLeaf.

Net Loss

For the reasons stated above, our net loss for the nine months ended September 30, 2023 was $1,213,756, or $0.12 per share, compared to a net loss for the nine months ended September 30, 2022 of $3,118,601, or $0.40 per share

Investing Activities

During the nine months ended September 30, 2023 and September 30, 2022 the Company loaned WonderLeaf a total of $0 and $20,000, respectively pursuant to promissory notes, advanced WonderLeaf $12,000 and purchased $7,202 of equipment.

Liquidity and Capital Resources

As of September 30, 2023, we had cash deficit of $2,949. Net cash used in operating activities for the nine months ended September 30, 2023 was $398,379. Our current liabilities as of September 30, 2023 were $925,281 and consisted of accounts payable and accrued liabilities of $828,069, and current portion of lease liability of $64,330 and notes payable related party of $26,997. As of September 30, 2022, we had cash of $10,856. Net cash used in operating activities for the nine months ended September 30, 2022 was $604,660.

During the nine months ended September 30, 2023, the Company borrowed an additional $434,000 in a Note payable from a related party.

The unaudited condensed consolidated financial statements included in this report have been prepared assuming a continuation of the Company as a going concern. The Company had negative cash flows from operations for the nine months ended September 30, 2023 and the year ended December 31, 2022 and had a working capital deficit at September 30, 2023 and December 31, 2022. 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.

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Off-Balance Sheet Arrangements

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

Critical accounting policies and estimates

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

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.

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.

Income Taxes

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

Stock Based Compensation

Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option or warrant, whichever is more reliably measurable, and in accordance FASB ASC 718, Compensation-Stock Compensation, including related amendments and interpretations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required for smaller reporting companies.

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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 principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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

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

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

● Documentation of all proper accounting procedures is not yet complete.

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

Changes in Internal Control over Financial Reporting

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

20

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	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

** Furnished herewith.

21

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: January 16, 2024	By:	/s/ Michael Feinsod
		Michael Feinsod Chief Executive Officer
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

22

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Feinsod, certify that:

1) I have reviewed this Quarterly Report on Form 10-Q of Bespoke Extracts, Inc. (the “registrant”);

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Michael Feinsod

Michael Feinsod

Chief Executive Officer (Principal Executive Officer

and Principal Financial Officer)

January 16, 2024

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Bespoke Extracts, Inc., as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Feinsod, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael Feinsod

Michael Feinsod

Chief Executive Officer

(Principal Executive Officer and Principal Financial Officer)

Dated: January 16, 2024

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Jan. 16, 2024
Document Information Line Items
Entity Registrant Name	BESPOKE EXTRACTS, INC.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		10,168,220
Amendment Flag	false
Entity Central Index Key	0001409197
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-52759
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	20-4743354
Entity Address, Address Line One	12001 E. 33rd Street
Entity Address, Address Line Two	Unit O
Entity Address, City or Town	Aurora
Entity Address, Country	CO
Entity Address, Postal Zip Code	80010
City Area Code	855
Local Phone Number	855-633-3738
Entity Interactive Data Current	Yes

XML

Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash		$ 24,433
Accounts receivable, net	45,950
Prepaid stock awards	14,762	80,113
Prepaid expense	10,695	7,186
Inventory, net	25,557
Total current assets	96,964	111,732
Furniture and equipment	42,764	9,947
License	10,000
Right of Use Asset	226,381	275,912
Deposits	12,000	12,000
Total assets	388,109	409,591
Current liabilities
Cash overdraft	2,949
Accounts payable and accrued liabilities	828,069	295,818
Inventory earn-out		90,000
Deferred revenue	2,936
Note payable - related party	26,997	415,500
Operating lease liability	64,330	64,330
Total current liabilities	925,281	865,648
Note payable - related party	849,500
Long-Term Operating Lease Liability	167,101	216,039
Total liabilities	1,941,882	1,081,687
Commitments and contingencies
Stockholders’ Deficit
Preferred stock, value
Common stock, value	10,166	9,944
Common stock to issue
Additional paid-in capital	23,533,615	23,201,758
Accumulated deficit	(25,097,554)	(23,883,798)
Total stockholders’ deficit	(1,553,773)	(672,096)
Total liabilities and stockholders’ deficit	388,109	409,591
Series C Preferred Stock
Stockholders’ Deficit
Preferred stock, value

XML

Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred Stock, shares authorized	50,000,000	50,000,000
Preferred stock, share issued	1	1
Preferred stock, share outstanding	1	1
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	10,168,220	9,946,067
Common stock, shares outstanding	10,168,220	9,946,067
Common stock, shares issued	6,478	6,478
Series C Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, share issued	1	1
Preferred stock, share outstanding	1	1
Preferred stock, designated share	1	1
Preferred stock, share stated value	24,000	24,000

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Sales	$ 244,408		$ 521,671	$ 3,407
Cost of products sold	146,000	65	341,878	47,580
Gross Profit	98,408	(65)	179,793	(44,173)
Operating expenses:
Selling, general and administrative expenses	347,717	1,069,487	1,179,598	2,861,938
Professional fees	46,883	29,270	171,259	119,118
Consulting		35,750	36,000	94,250
Total operating expenses	394,600	1,134,507	1,386,857	3,075,306
Loss from operations	(296,192)	(1,134,572)	(1,207,064)	(3,119,479)
Other income / (expenses)
Interest expense	(5,337)		(6,692)
Interest income		447		878
Total other (expense) / income	(5,337)	447	(6,692)	878
Loss before income tax	(301,529)	(1,134,125)	(1,213,756)	(3,118,601)
Provision for income tax
Net Loss	$ (301,529)	$ (1,134,125)	$ (1,213,756)	$ (3,118,601)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic (in Shares)	10,168,220	8,353,245	10,165,778	7,724,148
NET LOSS PER COMMON SHARE OUTSTANDING
Basic (in Dollars per share)	$ (0.03)	$ (0.14)	$ (0.12)	$ (0.4)

XML

Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Diluted	10,168,152	8,353,244	10,168,152	7,724,148
Diluted	$ (0.01)	$ (0.14)	$ (0.05)	$ (0.40)

XML

Consolidated Statement of Stockholders Equity / (Deficit) - USD ($)	Series C Preferred Shares	Common Shares	Additional Paid-in Capital	Common Stock Shares to be Issued	Accumulated Deficit	Total
Balance at Dec. 31, 2021		$ 8,142	$ 21,741,403	$ 7,987	$ (19,767,571)	$ 1,989,961
Balance (in Shares) at Dec. 31, 2021	1	8,141,965		6,478
Payment of capital contribution			4,792			4,792
Stock based compensation and stock option expense			1,646,030			1,646,030
Common stock issued for services		$ 267	682,819			683,086
Common stock issued for services (in Shares)		266,667
Common stock issued for cash		$ 1,531	342,919			344,450
Common stock issued for cash (in Shares)		1,530,889
Net loss					(3,118,601)	(3,118,601)
Balance at Sep. 30, 2022		$ 9,940	24,417,963	$ 7,987	(22,886,172)	1,549,718
Balance (in Shares) at Sep. 30, 2022	1	9,939,521		6,478
Balance at Jun. 30, 2022		$ 9,673	23,564,461	$ 7,987	(21,752,047)	1,830,074
Balance (in Shares) at Jun. 30, 2022	1	9,672,854		6,478
Stock based compensation and stock option expense			170,682			170,682
Common stock issued for cash		$ 267	682,820			683,087
Common stock issued for cash (in Shares)		266,667
Net loss					(1,134,125)	(1,134,125)
Balance at Sep. 30, 2022		$ 9,940	24,417,963	$ 7,987	(22,886,172)	1,549,718
Balance (in Shares) at Sep. 30, 2022	1	9,939,521		6,478
Balance at Dec. 31, 2022		$ 9,944	23,201,758		(23,883,798)	(672,096)
Balance (in Shares) at Dec. 31, 2022	1	9,945,997
Purchase Wonderleaf		$ 222	49,778			50,000
Purchase Wonderleaf (in Shares)		222,223
Stock based compensation and stock option expense			282,079			282,079
Net loss					(1,213,756)	(1,213,756)
Balance at Sep. 30, 2023		$ 10,166	23,533,615		(25,097,554)	(1,553,773)
Balance (in Shares) at Sep. 30, 2023	1	10,168,220
Balance at Jun. 30, 2023		$ 10,166	23,436,312		(24,796,025)	(1,349,547)
Balance (in Shares) at Jun. 30, 2023	1	10,168,220
Stock based compensation and stock option expense			97,303			97,303
Net loss					(301,529)	(301,529)
Balance at Sep. 30, 2023		$ 10,166	$ 23,533,615		$ (25,097,554)	$ (1,553,773)
Balance (in Shares) at Sep. 30, 2023	1	10,168,220

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net Loss	$ (1,213,756)	$ (3,118,601)
Adjustments to reconcile net loss to net cash used in operating activities
Inventory reserve	40,393	46,825
Depreciation	7,183
Allowance for doubtful accounts		3,636
Amortization of right of use asset, net	49,531
Amortization expense for prepaid expenses for consulting shares	65,351
Stock based compensation and stock option expense	282,079	2,329,116
Changes in operating assets and liabilities:
Accounts receivable	(45,950)
Prepaid expenses	(3,509)	(4,047)
Inventory	(65,950)
Interest receivable - Wonderleaf		(431)
Deposits		(1,416)
Accounts payable and accrued liabilities	535,200	141,113
Deferred revenue	2,936
Operating lease liability	(48,938)	(855)
Net Cash (used in) operating activities	(395,430)	(604,660)
Cash flows from investing activities
Advances to Wonderleaf		(12,000)
Note receivable Wonderleaf funded		(20,250)
Purchase of equipment		(7,202)
Net cash used in investing activities		(39,452)
Cash flow from financing activities
Payment of capital contribution		4,791
Payment of inventory earnout	(90,000)
Proceeds from issuance of note payable - related party	434,000	160,000
Proceeds from advances - related party	26,997
Repayment of note payable - related party		(2,500)
Proceeds from issuance of units		344,450
Net cash provided by financing activities	370,997	506,741
Net increase / (decrease) in cash	(24,433)	(137,371)
Cash at beginning of period	24,433	148,227
Cash at end of period		10,856
Supplemental disclosure of cash flow information
Cash paid for interest
Cash paid for income taxes
Noncash investing and financing activities:
Stock issued to Wonderleaf for fixed assets and license	$ 50,000

XML

Nature of Operations, Significant Accounting Policies and Going Concern

9 Months Ended

Sep. 30, 2023

Nature of Operations, Significant Accounting Policies and Going Concern [Abstract]

NATURE OF OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN

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 operating in the regulated cannabis markets in the United States. Through Bespoke Colorado, we operate a marijuana infused products production facility in Aurora, Colorado.

On December 2, 2021, Bespoke Extracts Colorado, LLC (“Bespoke Colorado”), a newly formed wholly-owned subsidiary of the Company entered into an asset purchase agreement with WonderLeaf, LLC (“WonderLeaf”), and on December 7, 2021, Bespoke Colorado and WonderLeaf entered into an amendment to such asset purchase agreement (as amended, the “WonderLeaf Purchase Agreement”). On January 3, 2023, the Company completed the acquisition of the WonderLeaf assets and the change of control was approved by the Colorado Marijuana Enforcement Division for 222,223 shares of common stock valued at $50,000, or $0.225 per share. At the time of acquisition Wonderleaf had no operations or no employees and was not considered a business. 

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

Certain prior period amounts have been reclassified to conform to the current period presentation which include common stock and additional paid in capital.

Principles of Consolidation

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

Going Concern

The accompanying condensed consolidated unaudited financial statements have been prepared assuming a continuation of the Company as a going concern. The Company had negative cash flows from operations of $395,430_ for the nine months ended September 30, 2023, and a working capital deficit of $851,602 and accumulated deficit of $25,097,554, as of September 30, 2023. This raises substantial doubt about our ability to continue as a going concern for a period of one year from the date of these financial statements.

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.

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 consolidated 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 consolidated 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 September 30, 2023 and December 31, 2022, the Company did not have any cash equivalents. The Company did not have any cash in excess of FDIC limits of $250,000 at any single bank.

Fair Value of Financial Instruments

The carrying amounts of cash, accounts receivable, inventory, fixed assets, licenses, and other assets, accounts payable, accrued liabilities, and notes payable approximate their fair values as of September 30, 2023 and December 31, 2022, 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 14 or net 30 days. Once collection efforts by the Company, the determination for charging off uncollectible receivables is made. At September 30, 2023 and December 31, 2022, the Company has recorded an allowance for doubtful accounts of $0 and $0, respectively.

Inventory, Net

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 September 30, 2023 and December 31, 2022, inventory amounted to $25,557, and $0 net of reserves, respectively, which consisted of finished goods of $0 and $0, and raw materials of $25,557 and $0, respectively.

Property and equipment

Property and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

Schedule of Estimated useful Lives of Property and Equipment

Furniture and Equipment 5 years

License

License represents the Colorado license for distributing cannabis. The license has an indefinite useful life and the Company will test annually for impairment.

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 directly to licensed marijuana dispensaries in Colorado. 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 or within 14 to 30 days.

At September 30, 2023, two customers amounted to 31.2% and 15.2%, or 46.4% of accounts receivable. During the year ended December 31, 2022 no customer amounted to over 10% of the total accounts receivable. During the three months ended September 30, 2023 one customer amounted to 25.8% of sales for the period. During the nine months ended September 30, 2023 one customer amounted to 33.3% of sales for the period During the three and nine months ended September 30, 2022 no individual customer amounted to over 10% of tota1 sales.

Cash Overdrafts

Cash Overdrafts represent disbursements in excess of cash balances on hand.

Deferred Revenue

Deferred Revenue represents serviced that was paid for but not delivered to the customer as of September 30, 2023.

Stock Based Compensation

Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option or warrant, whichever is more reliably measurable, and in accordance with FASB ASC 718, Compensation-Stock Compensation, including related amendments and interpretations.

Reclassification

Prior gross prepaid stock compensation and additional paid in capital presented in the 10Q for the period end September 30, 2022 have been reclassified to conform with the financials filed in the December 31, 2022 10K.

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 29,876 warrants and 1,023,341 options is anti-dilutive for the three and nine months ended September 30, 2023 as they are not in the money. The effect of 562.967 warrants and 1,023,842 options is anti-dilutive for the three and nine months ended September 30, 2022 as they are not in the money. 

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date.

Income Taxes

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

XML

Asset Purchase Agreement

9 Months Ended

Sep. 30, 2023

Asset Purchase Agreement [Abstract]

ASSET PURCHASE AGREEMENT

2. ASSET PURCHASE AGREEMENT

On January 3, 2023, the Company completed the acquisition of the WonderLeaf assets for 222,223 shares of common stock valued at $50,000, or $0.225 per share. At the time of acquisition Wonderleaf had no operations or no employees and was not considered a business. 

Pursuant to ASU 2017-01 and ASC 805, the Company analyzed the business of Wonderleaf to determine if the Company acquired a business or acquired assets. Based on this analysis, the Company determined that it acquired assets. No goodwill was recorded since the purchase was accounted for as an asset purchase. In accordance with ASC 805, the fair value of the assets acquired is based on either the fair value of the consideration given or the fair value of the assets acquired, whichever is more clearly evident, and thus, more reliably measurable. The Company used the market price of the 222,223 common shares issued of $50,000 as the fair value of the assets acquired since this value was more clearly evident, and thus, more reliably measurable than the fair value of the license and fixed assets acquired.

Company management determined if the Company acquired a business or acquired assets. The FASB issued new guidance (ASU 2017-01) that changed the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in ASC 606. Under the new guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If it’s not met, the entity then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. Under the ASU, a set is not a business when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets.

Pursuant to 805-10-55-83, the Company first considered the guidance in paragraphs 805-10-55-5A through 55-5C. The identifiable assets that could be recognized in the purchase only included the license and fixed assets. Accordingly, the transaction was not considered a business.

The monetary value of the 222,223 shares is deemed by the Company to be $50,000 in accordance with Accounting Standards Codification (“ASC”) 805-50-30 “Business Combinations”, the Company determined that if the consideration paid is not in the form of cash, the measurement may be based on either (i) the cost which is measured based on the fair value of the consideration given or (ii) the fair value of the assets (or net assets) acquired, whichever is more clearly evident and thus more reliably measurable. No goodwill should be recorded since the WPA was accounting for as an asset purchase. The Company determined that the fair value of the common shares issued was a better indicator which is more reliably measurable.

The Company assigned a value of $10,000 to the licenses and $40,000 to the fixed assets acquired.

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Inventory Earn-Out

9 Months Ended

Sep. 30, 2023

Inventory Earn-Out [Abstract]

INVENTORY EARN-OUT

3. INVENTORY EARN-OUT 

As described in Note 9, in exchange for cancellation of the debt owed under the Debenture, the Company transferred to the holder certain domain names and agreed to pay the holder, beginning December 1, 2021, and on a monthly basis through August 31, 2022, 40% of the operating profit generated from sale of the existing CBD inventory of the Company, and on August 31, 2022, to make a final payment equal to an amount of $75,000 minus the total of the monthly payments made under the Inventory Earn Out. As of December 31, 2022 no amounts had been paid. The inventory earn-out agreement was amended on November 11, 2022 such that the final payment under the inventory earn out was increased to $90,000 (less any payments previously made) and was due February 28, 2023. During the nine months ended September 30, 2023 the amount was paid.

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Note Receivable

9 Months Ended

Sep. 30, 2023

Note Receivable [Abstract]

NOTE RECEIVABLE

4. NOTE RECEIVABLE 

On January 19, 2022 the Company loaned WonderLeaf $10,000, pursuant to a promissory note. The note bears interest at 5% annually and matures on January 18, 2023.

On February 8, 2022 the Company loaned WonderLeaf $10,000, pursuant to a promissory note. The note bears interest at 5% annually and matures on February 8, 2023.

On October 25, 2022 the Company loaned WonderLeaf $25,000, pursuant to a promissory note. The note bears interest at 5% annually and matures on February 8, 2023.

As of December 31, 2022 accrued interest on the notes receivable amounted to $931.

At December 31, 2022 the Company recorded a reserve of $45,931 for the promissory notes and accrued interest.

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Furniture and Equipment.

9 Months Ended

Sep. 30, 2023

Furniture and Equipment. [Abstract]

Furniture and equipment.

Note 5 – Furniture and equipment.

Machinery and equipment consisted of the following at:

Schedule of Machinery and Equipment

	September 30, 2023			December 31, 2022
Furniture and equipment	$	2,745		$	2,745
Machinery and Equipment	$	47,202		$	7,202
Fixed assets, total	$	49,947		$	9,947
Total: accumulated depreciation	$	(7,183	)	$	-
Fixed assets, net	$	42,764		$	9,947

Depreciation expense for the three and nine months ended September 30, 2023 and September 30, 2022 were $2,617, $7,183, $0 and $0 respectively.

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Note Payable – Related Party

9 Months Ended

Sep. 30, 2023

Note Payable - Related Party [Abstract]

NOTE PAYABLE – RELATED PARTY

6. NOTE PAYABLE – RELATED PARTY

During the nine months ended September 30, 2023, Infinity Management, LLC an affiliate of Michael Feinsod, the Company’s chief executive officer, loaned the Company an additional $434,000. On September 5, 2023 $849,500 of notes payable were converted into a 5% interest bearing note due June 30, 2025 (the “Infinity Note”). In addition, repayment of the Infinity Note will be due out of the proceeds of a new debt or equity capital raise with net proceeds of more than $2,000,000. As of September 30, 2023 and December 31, 2022 the amount owed Infinity Management, LLC is $885,454 and $415,500, respectively.

During the nine month ended September 30, 2023 Infinity Management, LLC an affiliate of Michael Feinsod advanced the Company and additional $26,997.

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Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

LEASES

7. LEASES

In connection with the WonderLeaf Purchase Agreement, Bespoke Colorado entered into a lease agreement (the “Lease”) with WL Holdings, Ltd. (“WL Holdings”) in December 2021. Pursuant to the Lease, Bespoke Colorado will lease from WL Holdings certain commercial space in Aurora, Colorado, where WonderLeaf’s business has been located, commencing upon signing of the Lease and Wonderleaf Purchase Agreement, for a term of five years, which Bespoke Colorado will have an option to renew for an additional five years. Monthly rent under the Lease will start at $6,000. The Lease grants the Company an option to purchase the property for $600,000. The Company has not decided whether it will exercise either option.

Supplemental balance sheet information related to leases was as follows:

Lease term and discount rate were as follows:

	September 30,
	2023
Weighted average remaining lease term (years)		3.19
Weighted average discount rate		4	%

The component of lease costs was as follows:

	Nine months ended September 30,
	2023
Operating lease cost	$	57,294
Variable lease cost (1)		3,150
Total lease costs	$	60,444

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

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

	September 30,
	2023
Cash paid for operating lease liabilities	$	-

Maturities of lease liabilities were as follows as of September 30, 2023:

	Operating
	Leases
2023	$	16,641
2024		75,915
2025		79,380
2026		72,765
Thereafter		-
Total undiscounted lease payments		244,701
Less: Present value discount		(13,270	)
Total Present value of lease liabilities	$	231,431

Operating Leases	Classification	September 30, 2023
Right-of-use assets	Right of use assets	$	226,381
Current lease liabilities	Current operating lease liabilities		64,330
Non-current lease liabilities	Long-term operating lease liabilities		167,101
Total lease liabilities		$	231,431

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Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

EQUITY

8. EQUITY

Common Stock and Preferred Stock

On December 5, 2022 the Company approved an amendment to its articles of incorporation to effect a 45-to-1 reverse split of our common stock effective January 13, 2023. All prior amounts equity amounts have been presented to reflect this reverse split.

As of September 30, 2023 and December 31, 2022, the Company’s authorized capital stock consists of 3,000,000,000 shares of common stock, par value $0.001, and 50,000,000 shares of preferred stock, par value $0.001. 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 September 30, 2023 and December 31, 2022, respectively. The Company’s Certificate of Designation of Series B Preferred Stock was withdrawn by the Company on September 30, 2020. 1 share of preferred stock is designated Series C Preferred Stock and is issued and outstanding as of September 30, 2023 and December 31, 2022, 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. 

On January 3, 2023, the Company completed the acquisition of the WonderLeaf assets for 222,223 shares of common stock valued at $50,000, or $0.225 per share.

On December 14, 2021, the board of directors of the Company adopted the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which up to an aggregate of 6,666,667 shares of common stock are available for issuance. Awards under the plan may include options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance share awards, or other equity-based awards, each as defined under the 2021 Plan. Options awarded under the 2021 Plan are to have an exercise price of not less than 100% of the fair market value of the common stock on the grant date and a term of not more than ten years from the option grant date.

On December 14, 2021, the Company entered into an employment agreement with Hunter Garth. Pursuant to the employment agreement, Mr. Garth will serve as the Company’s president and will receive a base monthly salary of $8,000. The Company also granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, 500,000 shares of restricted common stock valued at $675,000 ($1.35 per share), which vested one year from the date of grant. During the year ended December 31, 2022 the Company recorded $675,000 a prepaid expenses associated with the stock based compensation. During the years ended December 31, 2022 and 2021 the amount was amortized $643,562 and $31,438, respectively.

On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, the Company’s chief executive officer and chairman. Pursuant to the employment agreement, Mr. Feinsod will continue to serve as the Company’s chief executive officer and chairman and will receive a base monthly salary of $10,000. The Company also granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, 1,000,000 shares of restricted common stock valued at $1,350,000 ($1.35 per share), which vested one year from the date of grant. During the year ended December 31, 2022 the Company recorded $1,350,000 of prepaid expenses associated with the stock based compensation. During the years ended December 31, 2022 and 2021 the amount was amortized $1,287,123 and $62,877, respectively. As of December 31. 2022 and 2021 the Company recorded a prepaid stock award of $0 and $1,287,123, respectively.

During the year ended December 31, 2022, the Company entered into and closed securities purchase agreements with investors pursuant to which the Company issued and sold to the investors an aggregate of 1,530,897 shares of common stock and warrants to purchase an aggregate of 1,530,897 shares of common stock, for an aggregate purchase price of $344,450. The warrants expired June 30, 2023 and had an exercise price of $2.25.

Effective August 1, 2022, the Company issued an aggregate of 266,667 shares of common stock to employees and consultants for services, including 155,556 shares that vest immediately, 55,556 shares that vested one year from the grant date, and 55,556 shares that will vest two years from the grant date. During the year ended December 31, 2022 the Company recorded an expense $1,104,928. For the three and nine months ended September 30, 2023 the Company recorded an expense of $21,544 and $43,328, respectively. As of September 30, 2023 and December 31, 2022 the Company had a prepaid stock award of $38,785 and $80,113.

Effective August 1, 2022, the Company issued an aggregate of 266,667 shares of common stock to employees and consultants for services, including 155,556 shares that vest immediately, 55,556 shares that vested one year from the grant date, and 55,556 shares that will vest two years from the grant date. During the year ended December 31, 2022 the Company recorded an expense of $1,104,928. For the three and nine months ended September 30, 2023 the Company recorded an expense of $21,544 and $43,328, respectively. As of September 30, 2023 and December 31, 2022 the Company had a prepaid stock award of $38,785 and $80,113.

Warrants

During the four months ended December 31, 2021, the Company entered into and closed securities purchase agreements with investors pursuant to which the Company issued and sold to the investors an aggregate of 50,000,000 shares of common stock and warrants to purchase an aggregate of 12,500,000 shares of common stock, for an aggregate purchase price of $250,000 with offering costs of $10,000 for legal expenses. The warrants had a term of one year and an exercise price of $2.25.

During the year ended December 31, 2022, the Company entered into and closed securities purchase agreements with investors pursuant to which the Company issued and sold to the investors an aggregate of 1,530,887 shares of common stock and warrants to purchase an aggregate of 382,722 shares of common stock, for an aggregate purchase price of $344,450. The warrants expired June 30, 2023 and had an exercise price of $2.25.

The following table summarizes the warrant activities during the nine months ended September 30, 2023:

	Number of Warrants			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2022		438,723			5.03		0.36
Granted		-			-		-
Canceled or expired		(408,847	)		0.95		-
Outstanding at September 30, 2023		29,876		$	25.24		1.46 years
Exercisable at September 30, 2023		29,875		$	25,.24		1.46 years
Intrinsic value at September 30, 2023				$	-

Options

On December 14, 2021, the Company entered into an employment agreement with Hunter Garth, wherein the Company granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, ten-year options to purchase 333,333 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. The options were valued at $450,000 using a Black-Scholes pricing model. During the three and nine months ending September 30, 2023 and 2022 the Company recorded $30,811, $92,433, $67,797 and $203,391 respectively of expenses associated with the vesting of these stock options. (See notes 9 and 10).

On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, wherein the Company granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, ten-year options to purchase 666,667 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. The options were valued at $900,000 using a Black-Scholes pricing model. During the three and nine months ended September 30, 2023 and 2022 the Company recorded $61,621, $184,863, $135,594 and $406,782, respectively of expenses associated with the vesting of these stock options. (See notes 9 and 10).

On December 14, 2021, the Company issued to a consultant options to purchase 22,222 shares of common stock at an exercise price of $1.35. The options vest over a period of 3 months and have a term of 10 years. The options were valued at $30,000 using a Black-Scholes pricing model. During the three and nine months ended September 30, 2023 and 2022 the Company recorded $0, $0, $0 and $24,900, respectively of expenses associated with the vesting of these stock options.

On August 17, 2023, the Company issued to several employees options to purchase 222,500 shares of common stock at an exercise price of $0.20. The options vest over a period of 12 months and have a term of 5 years. The options were valued at $44,306 using a Black-Scholes pricing model. During the three and nine months ended September 30, 2023 and 2022 the Company recorded $4,871 and $4,871, respectively of expenses associated with the vesting of these stock options

The following table summarizes the option activities during the nine months ended September 30, 2023:

	Number of Options		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2022		1,023,842	$	2.67		8.95 years
Granted		222,500	$	0.20		4.88 years
Canceled or expired		-		-
Exercised		-		-
Outstanding at September 30, 2023		1,246,341	$	2.67		7.61 years
Exercisable at September 30, 2023		357,174	$	2.19		8.19 years
Intrinsic value at September 30, 2023			$	-

The future expense as of September 30, 2023 is $271,054.

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Related Party Transactions

9 Months Ended

Sep. 30, 2023

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

9. RELATED PARTY TRANSACTIONS

On December 14, 2021, the Company entered into an employment agreement with Hunter Garth. Pursuant to the employment agreement, Mr. Garth will serve as the Company’s president and will receive a base monthly salary of $8,000. The Company also granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, 500,000 shares of restricted common stock, which vested one year from the date of grant, and ten-year options to purchase 333,333 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Garth is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination.

On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, the Company’s chief executive officer and chairman. Pursuant to the employment agreement, Mr. Feinsod will continue to serve as the Company’s chief executive officer and chairman and will receive a base monthly salary of $10,000. The Company also granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, 1,000,000 shares of restricted common stock, which vested one year from the date of grant, and ten-year options to purchase 666,667 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Feinsod is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination.

During the nine months ended September 30, 2023, Michael Feinsod, the Company’s chief executive officer, loaned the Company an additional $434,000. As of September 30, 2023 and December 31, 2022 the amount owed Michael Feinsod is $849,500 and $415,500, respectively. All loans are payable upon demand. On September 5, 2023 $849,500 of notes payable were converted into a 5% interest bearing note due June 30, 2025. The note contains provisions whereby it is intended to be subordinate to any senior secured debt the Company may incur while it is outstanding. In addition, repayment of the note will be due in full out of the proceeds of a new debtor equity capital raise with net proceeds of more than $2,000,000. (See Note 6.)

During the nine months ended September 30, 2023 Infinity Management, LLC an affiliate of Michael Feinsod advanced the Company and additional $26,997. (See Note 6.)

As of September 30, 2023 Michael Feinsod is owed a total of $165,000 of accrued salary and accounts payable of $138,066.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES

In connection with a stock purchase agreement, on October 28, 2021, a convertible debenture with an original issue date of December 24, 2019, as amended by Amendment No. 1 thereto, dated May 28, 2020, Amendment No. 2 thereto, dated August 21, 2020, Amendment No. 3 thereto, dated December 10, 2020, Amendment No. 4 thereto, dated January 15, 2021, Amendment No. 5 thereto, dated April 2, 2021, and Amendment No. 6 thereto, dated August 2, 2021 (as amended, the “Debenture”) with an original principal amount of approximately $400,000 was terminated, and all amounts due and payable thereunder forgiven pursuant to a cancellation and satisfaction of debenture agreement entered into between the Company and the Debenture holder (the “Debt Cancellation Agreement”). In exchange for cancellation of the debt owed under the Debenture, the Company transferred to the holder certain domain names and agreed to pay the holder, beginning December 1, 2021, and on a monthly basis through August 31, 2022, 40% of the operating profit generated from sale of the existing CBD inventory of the Company (the “Inventory Earn Out”), and on August 31, 2022, to make a final payment equal to an amount of $75,000 minus the total of the monthly payments made under the Inventory Earn Out. The inventory earn-out agreement was amended on November 11, 2022 (see Note 3) such that the final payment under the inventory earn out was increased to $90,000 (less any payments previously made) and was due February 28, 2023. During the nine months ended September 30, 2023 the amount was paid.

On December 14, 2021, the Company entered into an employment agreement with Hunter Garth. Pursuant to the employment agreement, Mr. Garth will serve as the Company’s president and will receive a base monthly salary of $8,000. The Company also granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, 500,000 shares of restricted common stock, which vested one year from the date of grant, and ten-year options to purchase 333,333 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Garth is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination.

On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, the Company’s chief executive officer and chairman. Pursuant to the employment agreement, Mr. Feinsod will continue to serve as the Company’s chief executive officer and chairman and will receive a base monthly salary of $10,000. The Company also granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, 1,000,000 shares of restricted common stock, which vested one year from the date of grant, and ten-year options to purchase 666,667 shares of common stock at an exercise price of $0.06 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Feinsod is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination.

On August 11, 2022, the Company and Bespoke Colorado entered into an asset purchase agreement with Osiris, LLC doing business as Best Day Ever (“BDE”) and Michael Gurtman. Pursuant to the purchase agreement, Bespoke Colorado agreed to purchase from BDE, and BDE agreed to sell to Bespoke Colorado, the assets of BDE, including certain licenses. The Company also agreed to assume certain leases, all as further set forth in the purchase agreement. As consideration for the acquisition of the assets, the Company agreed to issue 2,777,778 shares of common stock at the closing of the transaction. Closing of the purchase agreement was subject to receipt of certain governmental approvals and other customary closing conditions. The purchase agreement was terminated on November 18, 2022.

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Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

11. SUBSEQUENT EVENTS

Subsequent to September 30, 2023, the Company’s chief executive officer, loaned the Company an additional $33,000.

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Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2023

Nature of Operations, Significant Accounting Policies and Going Concern [Abstract]

Nature of Business Operations

Nature of Business Operations 

Bespoke Extracts, Inc. (the “Company”) is a Nevada corporation focused on operating in the regulated cannabis markets in the United States. Through Bespoke Colorado, we operate a marijuana infused products production facility in Aurora, Colorado.

On December 2, 2021, Bespoke Extracts Colorado, LLC (“Bespoke Colorado”), a newly formed wholly-owned subsidiary of the Company entered into an asset purchase agreement with WonderLeaf, LLC (“WonderLeaf”), and on December 7, 2021, Bespoke Colorado and WonderLeaf entered into an amendment to such asset purchase agreement (as amended, the “WonderLeaf Purchase Agreement”). On January 3, 2023, the Company completed the acquisition of the WonderLeaf assets and the change of control was approved by the Colorado Marijuana Enforcement Division for 222,223 shares of common stock valued at $50,000, or $0.225 per share. At the time of acquisition Wonderleaf had no operations or no employees and was not considered a business. 

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

Certain prior period amounts have been reclassified to conform to the current period presentation which include common stock and additional paid in capital.

Principles of Consolidation

Principles of Consolidation

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

Going Concern

Going Concern

The accompanying condensed consolidated unaudited financial statements have been prepared assuming a continuation of the Company as a going concern. The Company had negative cash flows from operations of $395,430_ for the nine months ended September 30, 2023, and a working capital deficit of $851,602 and accumulated deficit of $25,097,554, as of September 30, 2023. This raises substantial doubt about our ability to continue as a going concern for a period of one year from the date of these financial statements.

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.

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

Use of Estimates

The preparation of consolidated 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 consolidated 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

Cash and cash equivalents include all highly liquid investments with original maturities of three months or less at the time of purchase. At September 30, 2023 and December 31, 2022, the Company did not have any cash equivalents. The Company did not have any cash in excess of FDIC limits of $250,000 at any single bank.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The carrying amounts of cash, accounts receivable, inventory, fixed assets, licenses, and other assets, accounts payable, accrued liabilities, and notes payable approximate their fair values as of September 30, 2023 and December 31, 2022, respectively, because of their short-term natures and the Company’s borrowing rate of interest.

Accounts Receivable

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 14 or net 30 days. Once collection efforts by the Company, the determination for charging off uncollectible receivables is made. At September 30, 2023 and December 31, 2022, the Company has recorded an allowance for doubtful accounts of $0 and $0, respectively.

Inventory, Net

Inventory, Net

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 September 30, 2023 and December 31, 2022, inventory amounted to $25,557, and $0 net of reserves, respectively, which consisted of finished goods of $0 and $0, and raw materials of $25,557 and $0, respectively.

Property and equipment

Property and equipment

Property and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

Schedule of Estimated useful Lives of Property and Equipment

Furniture and Equipment 5 years

License

License

License represents the Colorado license for distributing cannabis. The license has an indefinite useful life and the Company will test annually for impairment.

Revenue Recognition

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 directly to licensed marijuana dispensaries in Colorado. 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 or within 14 to 30 days.

At September 30, 2023, two customers amounted to 31.2% and 15.2%, or 46.4% of accounts receivable. During the year ended December 31, 2022 no customer amounted to over 10% of the total accounts receivable. During the three months ended September 30, 2023 one customer amounted to 25.8% of sales for the period. During the nine months ended September 30, 2023 one customer amounted to 33.3% of sales for the period During the three and nine months ended September 30, 2022 no individual customer amounted to over 10% of tota1 sales.

Cash Overdrafts

Cash Overdrafts

Cash Overdrafts represent disbursements in excess of cash balances on hand.

Deferred Revenue

Deferred Revenue

Deferred Revenue represents serviced that was paid for but not delivered to the customer as of September 30, 2023.

Stock Based Compensation

Stock Based Compensation

Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option or warrant, whichever is more reliably measurable, and in accordance with FASB ASC 718, Compensation-Stock Compensation, including related amendments and interpretations.

Reclassification

Reclassification

Prior gross prepaid stock compensation and additional paid in capital presented in the 10Q for the period end September 30, 2022 have been reclassified to conform with the financials filed in the December 31, 2022 10K.

Net Income / (Loss) per Share

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 29,876 warrants and 1,023,341 options is anti-dilutive for the three and nine months ended September 30, 2023 as they are not in the money. The effect of 562.967 warrants and 1,023,842 options is anti-dilutive for the three and nine months ended September 30, 2022 as they are not in the money. 

Recent accounting pronouncements

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date.

Income Taxes

Income Taxes

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

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Nature of Operations, Significant Accounting Policies and Going Concern (Tables)

9 Months Ended

Sep. 30, 2023

Nature of Operations, Significant Accounting Policies and Going Concern [Abstract]

Schedule of Estimated Useful Lives of Property and Equipment

The estimated useful lives for significant property and equipment categories are as follows:

Furniture and Equipment 5 years

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Furniture and Equipment. (Tables)

9 Months Ended

Sep. 30, 2023

Furniture and Equipment. [Abstract]

Schedule of Machinery and Equipment

Schedule of Machinery and Equipment

	September 30, 2023			December 31, 2022
Furniture and equipment	$	2,745		$	2,745
Machinery and Equipment	$	47,202		$	7,202
Fixed assets, total	$	49,947		$	9,947
Total: accumulated depreciation	$	(7,183	)	$	-
Fixed assets, net	$	42,764		$	9,947

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Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases Table [Abstract]

Schedule of Lease Term and Discount Rate

Lease term and discount rate were as follows:

	September 30,
	2023
Weighted average remaining lease term (years)		3.19
Weighted average discount rate		4	%

Schedule of Lease Costs

The component of lease costs was as follows:

	Nine months ended September 30,
	2023
Operating lease cost	$	57,294
Variable lease cost (1)		3,150
Total lease costs	$	60,444

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

Schedule of Supplemental Disclosures of Cash Flow Information

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

	September 30,
	2023
Cash paid for operating lease liabilities	$	-

Schedule of Maturities of Lease Liabilities

Maturities of lease liabilities were as follows as of September 30, 2023:

	Operating
	Leases
2023	$	16,641
2024		75,915
2025		79,380
2026		72,765
Thereafter		-
Total undiscounted lease payments		244,701
Less: Present value discount		(13,270	)
Total Present value of lease liabilities	$	231,431

Schedule of Supplemental Balance Sheet Information

Operating Leases	Classification	September 30, 2023
Right-of-use assets	Right of use assets	$	226,381
Current lease liabilities	Current operating lease liabilities		64,330
Non-current lease liabilities	Long-term operating lease liabilities		167,101
Total lease liabilities		$	231,431

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Equity (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Schedule of Warrant Activities

The following table summarizes the warrant activities during the nine months ended September 30, 2023:

	Number of Warrants			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2022		438,723			5.03		0.36
Granted		-			-		-
Canceled or expired		(408,847	)		0.95		-
Outstanding at September 30, 2023		29,876		$	25.24		1.46 years
Exercisable at September 30, 2023		29,875		$	25,.24		1.46 years
Intrinsic value at September 30, 2023				$	-

Schedule of Option Activities

The following table summarizes the option activities during the nine months ended September 30, 2023:

	Number of Options		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2022		1,023,842	$	2.67		8.95 years
Granted		222,500	$	0.20		4.88 years
Canceled or expired		-		-
Exercised		-		-
Outstanding at September 30, 2023		1,246,341	$	2.67		7.61 years
Exercisable at September 30, 2023		357,174	$	2.19		8.19 years
Intrinsic value at September 30, 2023			$	-

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Nature of Operations, Significant Accounting Policies and Going Concern (Details)		3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 03, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 shares	Dec. 31, 2022 USD ($)	Nov. 11, 2022 USD ($)	Aug. 31, 2022 USD ($)
Nature of Operations, Significant Accounting Policies and Going Concern (Details) [Line Items]
Shares of common stock (in Shares) | shares	222,223
Common stock valued	$ 50,000
Common stock per share (in Dollars per share) | $ / shares	$ 0.225
Negative cash flows from operations				$ 395,430
Working capital deficit				851,602
Accumulated deficit		$ (25,097,554)		(25,097,554)		$ (23,883,798)
FDIC limits				250,000
Allowance for doubtful accounts		0		0		0
Inventory		25,557		25,557		0	$ 90,000	$ 75,000
Inventory finished goods		0		0		0
Raw material, net reserve		$ 25,557		$ 25,557		$ 0
Number of customer				1
Accounts receivable, percentage						10.00%
Sales percentage				33.30%
Total sales, percentage			10.00%		10.00%
Option anti-dilutive shares (in Shares) | shares			562.967
Shares warrants (in Shares) | shares		1,023,341	1,023,842
Note Warrant [Member]
Nature of Operations, Significant Accounting Policies and Going Concern (Details) [Line Items]
Shares warrants (in Shares) | shares				1,023,341	1,023,842
Customer Two [Member]
Nature of Operations, Significant Accounting Policies and Going Concern (Details) [Line Items]
Number of customer				2
Accounts receivable, percentage				31.20%
Customer One [Member]
Nature of Operations, Significant Accounting Policies and Going Concern (Details) [Line Items]
Number of customer		1
Sales percentage		25.80%
Stock Option [Member]
Nature of Operations, Significant Accounting Policies and Going Concern (Details) [Line Items]
Option anti-dilutive shares (in Shares) | shares		29,876
Accounts Receivable [Member]
Nature of Operations, Significant Accounting Policies and Going Concern (Details) [Line Items]
Accounts receivable, percentage				46.40%
Accounts Receivable [Member] | Customer Two [Member]
Nature of Operations, Significant Accounting Policies and Going Concern (Details) [Line Items]
Accounts receivable, percentage				15.20%

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Nature of Operations, Significant Accounting Policies and Going Concern (Details) - Schedule of Estimated Useful Lives of Property and Equipment	Dec. 31, 2022
Schedule of Estimated Useful Lives of Property and Equipment [Abstract]
Furniture and Equipment	5 years

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Asset Purchase Agreement (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Jan. 03, 2023
Asset Purchase Agreement Details [Abstract]
Common shares issued (in Shares)	222,223	222,223
Common stock value		$ 50,000
Per share value (in Dollars per share)		$ 0.225
Fair value	$ 50,000
Consideration paid	50,000
Licenses amount	10,000
Fixed assets acquired	$ 40,000
Common Stock [Member]
Asset Purchase Agreement Details [Abstract]
Common shares issued (in Shares)	222,223

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Inventory Earn-Out (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Nov. 11, 2022	Aug. 31, 2022
Inventory Earn-Out [Abstract]
Operating profit, sale percentage				40.00%
Inventory earn out	$ 25,557	$ 0	$ 90,000	$ 75,000

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Note Receivable (Details) - USD ($)				12 Months Ended
	Oct. 25, 2022	Feb. 08, 2022	Jan. 19, 2022	Dec. 31, 2022
Note Receivable (Details) [Line Items]
Promissory note	$ 25,000	$ 10,000	$ 10,000
Accrued interest on notes receivable				$ 931
Promissory note				$ 45,931
Note Receivable [Member]
Note Receivable (Details) [Line Items]
Bears interest rate	5.00%	5.00%	5.00%
Maturity date	Feb. 08, 2023	Feb. 08, 2023	Jan. 18, 2023

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Furniture and Equipment. (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Furniture and Equipment [Line Items]
Depreciation expense	$ 2,617	$ 0	$ 7,183	$ 0

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Furniture and Equipment. (Details) - Schedule of Machinery and Equipment - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Schedule of Machinery and Equipment [Abstract]
Fixed assets, total	$ 49,947	$ 9,947
Total: accumulated depreciation	(7,183)
Fixed assets, net	42,764	9,947
Furniture and equipment [Member]
Schedule of Machinery and Equipment [Abstract]
Fixed assets, total	2,745	2,745
Machinery and Equipment [Member]
Schedule of Machinery and Equipment [Abstract]
Fixed assets, total	$ 47,202	$ 7,202

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Note Payable – Related Party (Details) - USD ($)	Sep. 05, 2023	Sep. 30, 2023	Dec. 31, 2022
Note Payable - Related Party [Abstract]
Additional loan amount		$ 434,000
Notes payable	$ 849,500
Percentage of interest bearing	5.00%
Note due date	Jun. 30, 2025
Net proceed	$ 2,000,000
Loan amount owed		885,454	$ 415,500
Additional amount		$ 26,997	$ 415,500

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Leases (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
Leases [Abstract]
Lease term	5 years
Renew for an additional term	5 years
Rent amount	$ 6,000
Purchase of property	$ 600,000

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Leases (Details) - Schedule of Lease Term and Discount Rate	Sep. 30, 2023
Schedule of Lease Term and Discount Rate [Abstract]
Weighted average remaining lease term (years)	3 years 2 months 8 days
Weighted average discount rate	4.00%

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Leases (Details) - Schedule of Lease Costs	9 Months Ended
	Sep. 30, 2023 USD ($)
Schedule of Lease Costs [Abstract]
Operating lease cost	$ 57,294
Variable lease cost	3,150	[1]
Total lease costs	$ 60,444

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

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Leases (Details) - Schedule of Supplemental Disclosures of Cash Flow Information	9 Months Ended
	Sep. 30, 2023 USD ($)
Schedule of Supplemental Disclosures of Cash Flow Information [Abstract]
Cash paid for operating lease liabilities

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Leases (Details) - Schedule of Maturities of Lease Liabilities	Sep. 30, 2023 USD ($)
Schedule of Maturities of Lease Liabilities [Abstract]
2023	$ 16,641
2024	75,915
2025	79,380
2026	72,765
Thereafter
Total undiscounted lease payments	244,701
Less: Present value discount	(13,270)
Total Present value of lease liabilities	$ 231,431

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Leases (Details) - Schedule of Supplemental Balance Sheet Information - Operating Segments [Member]	9 Months Ended
	Sep. 30, 2023 USD ($)
Schedule of Supplemental Balance Sheet Information [Abstract]
Right-of-use assets, Classification	Right of use assets
Right-of-use assets	$ 226,381
Current lease liabilities, Classification	Current operating lease liabilities
Current lease liabilities	$ 64,330
Non-current lease liabilities, Classification	Long-term operating lease liabilities
Non-current lease liabilities	$ 167,101
Total lease liabilities	$ 231,431

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Equity (Details) - USD ($)						3 Months Ended		4 Months Ended	6 Months Ended	9 Months Ended		12 Months Ended
	Aug. 17, 2023	Jan. 03, 2023	Aug. 01, 2022	Dec. 14, 2021	Dec. 13, 2021	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Equity (Details) [Line Items]
Common stock, shares authorized (in Shares)						3,000,000,000				3,000,000,000		3,000,000,000
Common stock, par value (in Dollars per share)						$ 0.001				$ 0.001		$ 0.001
Preferred stock, shares authorized (in Shares)						50,000,000				50,000,000		50,000,000
Preferred stock, par value (in Dollars per share)						$ 0.001				$ 0.001		$ 0.001
Preferred stock, shares issued (in Shares)						1				1		1
Preferred stock, shares outstanding (in Shares)						1				1		1
Shares of common stock (in Shares)		222,223
Common stock valued		$ 50,000
Common stock per share (in Dollars per share)		$ 0.225
Vesting period	5 years			10 years
Prepaid expenses												$ 675,000
Prepaid stock award										$ 38,785		$ 80,113
Shares issued to investors (in Shares)								50,000,000				1,530,897
Warrants to purchase (in Shares)												1,530,897
Warrant purchase price								$ 250,000				$ 344,450
Warrants expired date												Jun. 30, 2023
Exercise price (in Dollars per share)								$ 2.25	$ 2.25
Shares of common stock (in Shares)			266,667
Vest shares (in Shares)			155,556
Expenses												$ 1,104,928
Expense amount						$ 21,544				43,328
Shares sold to investors (in Shares)								12,500,000
Legal expenses								$ 10,000
Warrants term								1 year					1 year
Stock based compensation expenses						30,811	$ 67,797			92,433	$ 203,391
Option valued amount										900,000
Options to purchase (in Shares)	222,500			22,222
Options exercise price (in Dollars per share)	$ 0.2			$ 1.35
Options vest valued	$ 44,306			$ 30,000
Stock option expenses						0	0			0	24,900
Future expense										$ 271,054
2021 Equity Incentive Plan [Member]
Equity (Details) [Line Items]
Sale of stock, number of shares issued (in Shares)				6,666,667
Fair market value of common stock, percentage				100.00%
Option grant date term				10 years
Equity Option [Member]
Equity (Details) [Line Items]
Stock option expenses						$ 4,871					$ 4,871
Vest One [Member]
Equity (Details) [Line Items]
Vesting period			1 year
Vest shares (in Shares)			55,556
Vest Two [Member]
Equity (Details) [Line Items]
Vesting period			2 years
Vest shares (in Shares)			55,556
Warrants Expired [Member]
Equity (Details) [Line Items]
Warrant expire date												Jun. 30, 2023
Warrants [Member]
Equity (Details) [Line Items]
Shares issued to investors (in Shares)												1,530,887
Exercise price (in Dollars per share)									$ 2.25
Shares sold to investors (in Shares)												382,722
Aggregate purchase price of common stock												$ 344,450
Series A Preferred Stock [Member]
Equity (Details) [Line Items]
Preferred stock, shares designated (in Shares)						1,000				1,000		1,000
Preferred stock, shares issued (in Shares)
Preferred stock, shares outstanding (in Shares)
Series C Preferred Stock [Member]
Equity (Details) [Line Items]
Preferred stock, par value (in Dollars per share)						$ 0.001				$ 0.001		$ 0.001
Preferred stock, shares issued (in Shares)						1				1		1
Preferred stock, shares outstanding (in Shares)						1				1		1
Preferred stock stated value						$ 24,000				$ 24,000
Voting power of percentage										51.00%
Michael Feinsod [Member]
Equity (Details) [Line Items]
Base monthly salary				$ 10,000
Restricted Stock [Member] | Michael Feinsod [Member] | 2021 Equity Incentive Plan [Member]
Equity (Details) [Line Items]
Sale of stock, number of shares issued (in Shares)				1,000,000
Common stock value				$ 1,350,000
Common stock value, per share (in Dollars per share)				$ 1.35
Vesting period				1 year
Prepaid expenses												$ 1,350,000
Base monthly salary				$ 10,000
Mr. Garth [Member]
Equity (Details) [Line Items]
Base monthly salary				$ 8,000
Mr. Garth [Member] | 2021 Equity Incentive Plan [Member]
Equity (Details) [Line Items]
Vesting period				1 year
Mr. Garth [Member] | Restricted Stock [Member] | 2021 Equity Incentive Plan [Member]
Equity (Details) [Line Items]
Sale of stock, number of shares issued (in Shares)				500,000
Common stock value				$ 675,000
Common stock value, per share (in Dollars per share)				$ 1.35
Hunter Garth [Member]
Equity (Details) [Line Items]
Amortized amount								$ 31,438				643,562	$ 31,438
Hunter Garth [Member] | Equity Option [Member]
Equity (Details) [Line Items]
Sale of stock, number of shares issued (in Shares)				666,667
Common stock exercise price (in Dollars per share)				$ 2.7
Premium over closing price, percentage				120.00%
Stock based compensation expenses						$ 61,621	$ 135,594			$ 184,863
Michael Feinsod [Member]
Equity (Details) [Line Items]
Amortized amount								$ 62,877				1,287,123	62,877
Prepaid stock award												$ 0	$ 1,287,123
Michael Feinsod [Member] | 2021 Equity Incentive Plan [Member]
Equity (Details) [Line Items]
Sale of stock, number of shares issued (in Shares)				333,333
Common stock exercise price (in Dollars per share)				$ 2.7
Premium over closing price, percentage					120.00%
Options were valued										$ 450,000

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Equity (Details) - Schedule of Warrant Activities - Warrants [Member]	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Class of Warrant or Right [Line Items]
Number of Warrants, Outstanding, Beginning balance (in Shares) | shares	438,723
Weighted- Average Exercise Price Per Share, Outstanding, Beginning balance	$ 5.03
Weighted- Average Remaining Life, Outstanding, Beginning balance	4 months 9 days
Number of Warrants, Granted (in Shares) | shares
Weighted- Average Exercise Price Per Share, Granted
Weighted- Average Remaining Life, Granted
Number of Warrants, Canceled or expired (in Shares) | shares	(408,847)
Weighted- Average Exercise Price Per Share, Cancelled or expired	$ 0.95
Weighted- Average Remaining Life, Cancelled or expired
Number of Warrants, Outstanding, Ending balance (in Shares) | shares	29,876
Weighted- Average Exercise Price Per Share, Outstanding, Ending balance	$ 25.24
Weighted- Average Remaining Life, Outstanding, Ending balance	1 year 5 months 15 days
Number of Warrants, Exercisable (in Shares) | shares	29,875
Weighted- Average Exercise Price Per Share, Exercisable	$ 25.24
Weighted- Average Remaining Life, Exercisable	1 year 5 months 15 days
Weighted- Average Exercise Price Per Share Intrinsic value

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Equity (Details) - Schedule of Option Activities - Options [Member]	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Equity (Details) - Schedule of Option Activities [Line Items]
Number of Options, Outstanding, Beginning balance (in Shares) | shares	1,023,842
Weighted- Average Exercise Price Per Share, Outstanding, Beginning balance	$ 2.67
Weighted- Average Remaining Life, Outstanding, Beginning balance	8 years 11 months 12 days
Number of Options, Granted (in Shares) | shares	222,500
Weighted- Average Exercise Price Per Share, Granted	$ 0.2
Weighted- Average Remaining Life, Granted	4 years 10 months 17 days
Number of Options, Canceled or expired (in Shares) | shares
Weighted- Average Exercise Price Per Share, Canceled or expired
Number of Options, Exercised (in Shares) | shares
Weighted- Average Exercise Price Per Share, Exercised
Number of Options, Outstanding, Ending balance (in Shares) | shares	1,246,341
Weighted- Average Exercise Price Per Share, Outstanding, Ending balance	$ 2.67
Weighted- Average Remaining Life, Outstanding, Ending balance	7 years 7 months 9 days
Number of Options, Exercisable (in Shares) | shares	357,174
Weighted- Average Exercise Price Per Share, Exercisable	$ 2.19
Weighted- Average Remaining Life, Exercisable	8 years 2 months 8 days
Weighted- Average Exercise Price Per Share Intrinsic value

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Related Party Transactions (Details) - USD ($)				9 Months Ended	12 Months Ended
	Aug. 17, 2023	Dec. 14, 2021	Dec. 13, 2021	Sep. 30, 2023	Dec. 31, 2022	Sep. 05, 2023
Related Party Transactions (Details) [Line Items]
Exercise price (in Dollars per share)	$ 0.2	$ 1.35
Advance amount				$ 434,000
Amount owed				849,500	$ 415,500
Notes payable						$ 849,500
Percentage of interest bearing						5.00%
Net proceeds				2,000,000
Additional amount				26,997	$ 415,500
Accrued salary				165,000
Accounts payable				$ 138,066
Hunter Garth [Member]
Related Party Transactions (Details) [Line Items]
Salary		$ 8,000
Mr. Garth [Member]
Related Party Transactions (Details) [Line Items]
Shares of common stock (in Shares)		333,333
Exercise price (in Dollars per share)		$ 2.7
Common stock percentage			120.00%
Mr. Garth [Member] | 2021 Equity Incentive Plan [Member]
Related Party Transactions (Details) [Line Items]
Restricted common stock shares (in Shares)		500,000
Vested term		1 year
Michael Feinsod [Member]
Related Party Transactions (Details) [Line Items]
Salary		$ 10,000
Mr. Feinsod [Member]
Related Party Transactions (Details) [Line Items]
Shares of common stock (in Shares)		666,667
Exercise price (in Dollars per share)		$ 2.7
Common stock percentage			120.00%
Mr. Feinsod [Member] | 2021 Equity Incentive Plan [Member]
Related Party Transactions (Details) [Line Items]
Vested term		1 year
Shares of common stock (in Shares)		1,000,000

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Commitments and Contingencies (Details) - USD ($)					1 Months Ended
	Aug. 11, 2022	Dec. 14, 2021	Dec. 13, 2021	Aug. 02, 2021	Aug. 31, 2022	Nov. 11, 2022
Commitments and Contingencies (Details) [Line Items]
Principal amount				$ 400,000
Operating profit, percentage					40.00%
Payment inventory						$ 90,000
Executive officer salary		$ 8,000
Purchase shares		666,667
Exercise price		$ 0.06
Premium percentage			120.00%
Equity Incentive Plan [Member]
Commitments and Contingencies (Details) [Line Items]
Restricted common stock		500,000
Common Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Exercise price		$ 2.7
Premium percentage			120.00%
Restricted Common Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Restricted common stock		1,000,000
Grant [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase shares		333,333
Chief Executive Officer [Member]
Commitments and Contingencies (Details) [Line Items]
Executive officer salary		$ 10,000
Inventory Earn Out [Member]
Commitments and Contingencies (Details) [Line Items]
Final payment of inventory earn out					$ 75,000
Osiris, LLC [Member]
Commitments and Contingencies (Details) [Line Items]
Common stock, shares issued	2,777,778

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Subsequent Events (Details)	Sep. 30, 2023 USD ($)
Subsequent Events [Abstract]
Additional loan amount	$ 33,000