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


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

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

In November 2021, new management of the Company 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.





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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 $225,000, to be paid in shares of common stock of the Company (including 2,500,000 shares issuable, and to be held in escrow, upon execution of the WonderLeaf Purchase Agreement, and an additional $150,000 of common stock that will be valued based on the volume weighted average price of the common stock, subject to a floor of $0.02 per share and a ceiling of $0.04 per share), provided that, the purchase price for the inventory will be 90% of the wholesale value of the regulated marijuana portion of the inventory and the packaging corresponding thereto set forth on the inventory accounting statement to be prepared pursuant to the Wonderleaf Purchase Agreement. As of the date of filing the Company has not closed on the transaction.

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

Results of Operations for the three months ended September 30, 2022 and September 30, 2021





Sales


Sales during the three months ended September 30, 2022 were $0 compared to $9,544 for the three months ended September 30, 2021. The decrease in sales was primarily a result of reduced marketing of the Company's line-up of hemp-derived CBD products.





Operating Expenses



Selling, general and administrative expenses for the three months September 30, 2022 and September 30, 2021 were $1,069,487 and $54,267, respectively. The increase was mainly attributable to stock-based compensation of $683,086 and increase in salaries, partially offset by reduced marketing expenses. Professional fees were $29,270 and $20,724, respectively for the three months ended September 30, 2022 and September 30, 2021. The increase in expenses was due to increased legal and accounting fees associated with the pending WonderLeaf, LLC acquisition. Consulting expense was $35,700 and $36,500, for the three months ended September 30, 2022 and September 30, 2021, respectively. Amortization expense of domain names for the three months ended September 30, 2022 and September 30, 2021 was $0 and $811, respectively.





Other Income


During the three months ended September 30, 2022 there was $447 associated with 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, 2022 was $1,134,125, or $0.00 per share, compared to a net loss for the three months ended September 30, 2021 of $114,183, or $0.00 per share

Results of Operations for the nine months ended September 30, 2022 and September 30, 2021





Sales


Sales during the nine months ended September 30, 2022 were $3,407 compared to $29,548 for the nine months ended September 30, 2021. The decrease in sales was primarily a result of reduced marketing of the Company's line-up of hemp-derived CBD products and sales of older products at reduced prices.





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Operating Expenses


Selling, general and administrative expenses for the nine months September 30, 2022 and September 30, 2021 were $2,861,938 and $403,194, respectively. The increase was mainly attributable to stock-based compensation of $1,646,030 as well as common stock issued for services of $683,086 and increase in salaries, partially offset by reduced marketing expenses. Professional fees were $119,118 and $62,525, respectively for the nine months ended September 30, 2022 and September 30, 2021. The increase in expenses was due to increased legal and accounting fees associated with the pending WonderLeaf, LLC acquisition. Consulting expense was $94,250 and $185,000, for the nine months ended September 30, 2022 and September 30, 2021, respectively. The decrease was primarily due to reduction in consulting expenses for sales and marketing during the nine months ended September 30, 2022. Amortization expense of domain names for the nine months ended September 30, 2022 and September 30, 2021 was $0 and $2,433, respectively.





Other Income



During the nine months ended September 30, 2022 there was $878 associated with 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, 2022 was $3,118,601, or $0.01 per share, compared to a net loss for the nine months ended September 30, 2021 of $642,258, or $0.00 per share





Investing Activities


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

Liquidity and Capital Resources

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. Our current liabilities as of September 30, 2022 were $519,170 and consisted of accounts payable and accrued liabilities of $219,840, an inventory earn-out of $75,000 and current portion of lease liability of $64,330 and notes payable related party of $160,000. As of December 31, 2021, we had cash of $148,227. Net cash used in operating activities for the nine months ended September 30, 2021 was $673,507. Our current liabilities as of December 31, 2021 were $220,006 and consisted of accounts payable and accrued liabilities of $82,729, notes payable- related party of $2,500, an inventory earn-out of $75,000 and current portion of lease liability of $59,777.

During the nine months ended September 30, 2022, the Company repaid $2,500 of a note payable from a related party and borrowed an additional $160,000. In addition, the Company raised a total of $344,449 from the sale of common stock and warrants. During the nine months ended September 30, 2021, the Company raised $600,000 from the sale of common stock.

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, 2022 and the year ended December 31, 2021 and had a working capital deficit at September 30, 2022 and December 31, 2021. This raises substantial doubt about our ability to continue as a going concern.

We have not generated positive cash flows from operating activities. Our primary source of capital has been from the sale of equity and convertible debt securities. Our primary use of capital has been for professional fees and selling, general and administrative costs. We have no committed sources of capital and will need to raise additional capital to continue and expand our operations. Additional capital may not be available on terms acceptable to us, or at all.

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





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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.





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