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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