Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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, 2024

☐ 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)

720-949-1143

(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 November 8, 2024, there were 11,123,552 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

PART I

Item 1. Financial Statements.

Bespoke Extracts, Inc.

Consolidated Balance Sheets

	September 30,			December 31,
	2024			2023
	(Unaudited)
Assets
Current assets
Cash	$	21,445		$	6,607
Accounts receivable		46,083			45,226
Prepaid stock awards		-			9,206
Prepaid expense		12,295			5,000
Inventory, net		44,227			15,800
Total current assets		124,050			81,839

Furniture and equipment, net		33,959			40,979
License		10,000			10,000
Right of Use Asset		158,006			209,542
Deposits		12,000			12,000
Total assets	$	338,015		$	354,360

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued liabilities	$	1,446,989		$	961,255
Note payable		25,000			-
Notes payable -- secured (Net of discount of $14,606)		120,394			-
Advances-related party		61,872			53,372
Operating lease liability		73,523			64,330
Total current liabilities		1,727,778			1,078,957

Note payable - related party		849,500			849,500
Long-Term Operating Lease Liability		90,138			150,460
Total liabilities		2,667,416			2,078,917

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, 2024 and December 31,2023, respectively		-			-
Series C Convertible Preferred Stock, $0.001 par value, 1 share designated; 1 share issued and outstanding as of September 30, 2024 and December 31, 2023, respectively, stated value $24,000.		-			-
Common stock, $0.001 par value: 3,000,000,000 authorized; 11,123,220 and 9,946,067 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		11,121			10,166
Common stock to issue 6,478 shares		-			-
Additional paid-in capital		23,876,745			23,631,918
Accumulated deficit		(26,217,267	)		(25,366,641	)
Total stockholders’ deficit		(2,329,401	)		(1,724,557	)
Total liabilities and stockholders’ deficit	$	338,015		$	354,360

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

Bespoke Extracts, Inc.

Consolidated Statements of Operations

(Unaudited)

	For the three months ended September 30,						For the nine months ended September 30,
	2024			2023			2024			2023

Sales	$	277,471		$	244,408		$	816,062		$	521,671
Cost of products sold		162,476			146,000			492,369			341,878
Gross Profit		114,995			98,408			323,693			179,793

Operating expenses:
Selling, general and administrative expenses		290,723			347,717			964,467			1,179,598
Professional fees		16,070			46,883			104,070			171,259
Consulting		70,670			-			70,670			36,000
Total operating expenses		377,463			394,600			1,139,207			1,386,857

Loss from operations		(262,468	)		(296,192	)		(815,514	)		(1,207,064	)

Other income / (expenses)
Interest expense		(13,145	)		(5,337	)		(35,112	)		(6,692	)
Total other (expense) / income		(13,145	)		(5,337	)		(35,112	)		(6,692	)

Loss before income tax		(275,613	)		(301,529	)		(850,626	)		(1,213,756	)
Provision for income tax		-			-			-			-
Net Loss	$	(275,613	)	$	(301,529	)	$	(850,626	)	$	(1,213,756	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted		10,635,068			10,168,220			10,324,972			10,165,778

NET LOSS PER COMMON SHARE OUTSTANDING
Basic and Diluted	$	(0.03	)	$	(0.03	)	$	(0.08	)	$	(0.12	)

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

Bespoke Extracts, Inc.

Consolidated Statement of Stockholders Deficit

For The three and nine months ended September 30, 2024 and September 30, 2023

(Unaudited)

	Preferred		Preferred		Common		Common		Additional
	Shares		Par		Shares		Par		Paid-in		Accumulated
	Outstanding		Amount		Outstanding		Amount		Capital		Deficit			Total

Balance June 30, 2023		1	$	-		10,168,220	$	10,166	$	23,436,312	$	(24,796,025	)	$	(1,349,547	)

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	$	23,533,615	$	(25,097,554	)	$	(1,553,773	)

	Series C
	Preferred		Preferred		Common		Common		Additional
	Shares		Par		Shares		Par		Paid-in		Accumulated
	Outstanding		Amount		Outstanding		Amount		Capital		Deficit			Total

Balance June 30, 2024		1	$	-		10,168,220	$	10,166	$	23,759,351	$	(25,941,654	)	$	(2,172,137	)

Stock option expense		-		-		-		-		47,679		-			47,679

Common stock issued for services		-		-		955,000		955		69,715		-			70,670

Net loss for the three months ended September 30, 2024		-		-		-		-		-		(275,613	)		(275,613	)
Balance September 30, 2024		1	$	-		11,123,220	$	11,121	$	23,876,745	$	(26,217,267	)	$	(2,329,401	)

	Preferred		Preferred		Common		Common		Additional
	Shares		Par		Shares		Par		Paid-in		Accumulated
	Outstanding		Amount		Outstanding		Amount		Capital		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 option expense		-		-		-				282,079		-			282,079

Net loss for the 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	)

	Series C
	Preferred		Preferred		Common		Common		Additional
	Shares		Par		Shares		Par		Paid-in		Accumulated
	Outstanding		Amount		Outstanding		Amount		Capital		Deficit			Total

Balance December 31, 2023		1	$	-		10,168,220	$	10,166	$	23,631,918	$	(25,366,641	)	$	(1,724,557	)

Warrants issued with financing		-		-		-		-		20,231		-			20,231

Stock option expense		-		-		-		-		154,881		-			154,881

Common stock issued for services		-		-		955,000		955		69,715		-			70,670

Net loss for the nine months ended September 30, 2024		-		-		-		-		-		(850,626	)		(850,626	)
Balance September 30, 2024		1	$	-		11,123,220	$	11,121	$	23,876,745	$	(26,217,267	)	$	(2,329,401	)

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

Bespoke Extracts, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	For the nine months ended September 30,
	2024			2023
Cash flows from operating activities
Net Loss	$	(850,626	)	$	(1,213,756	)
Adjustments to reconcile net loss to net cash used in operating activities
Inventory reserve		-			40,393
Depreciation		7,020			7,183
Amortization of right of use asset, net		51,536			49,531
Amortization expense for prepaid expenses for consulting shares		9,206			65,351
Amortization of debt discount		5,625			-
Stock based compensation and stock option expense		154,881			282,079
Stock issued for services		70,670
Changes in operating assets and liabilities:
Accounts receivable		(857	)		(45,950	)
Prepaid expenses		(7,295	)		(3,509	)
Inventory		(28,427	)		(65,950	)
Accounts payable and accrued liabilities		485,734			535,200
Deferred revenue		-			2,936
Operating lease liability, net		(51,129	)		(48,938	)
Net Cash (used in) operating activities		(153,662	)		(395,430	)

Cash flow from financing activities
Payment of inventory earnout					(90,000	)
Proceeds from issuance of note payable - related party		-			434,000
Proceeds from advances - related party		8,500			26,997
Proceeds from note payable		25,000
Proceeds from secured notes payable		135,000			-
Net cash provided by financing activities		168,500			370,997

Net increase / (decrease) in cash		14,838			(24,433	)
Cash at beginning of period		6,607			24,433
Cash at end of period	$	21,445		$	-

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.

BESPOKE EXTRACTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(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 Extracts Colorado, LLC (“Bespoke Colorado”), we operate a marijuana infused products production facility in Aurora, Colorado.

On December 2, 2021, 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, no employees and was not considered a business.

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 consolidated financial statements have been prepared assuming a continuation of the Company as a going concern. The Company had negative cash flows from operations of $153,662 for the nine months ended September 30, 2024, and a working capital deficit of $1,603,728 and accumulated deficit of $26,217,267, as of September 30, 2024. 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 provision for credit losses 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, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, 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 provision for credit losses 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 provision for credit losses.

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 are exhausted, the determination for charging off uncollectible receivables is made. At September 30, 2024 and December 31, 2023, the Company recorded a provision for credit losses 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, 2024 and December 31, 2023, inventory amounted to $44,227, and $15,800 net of reserves, respectively, which consisted of raw materials of $44,227 and $15,800.

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.

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.

As of September 30, 2024 two customers amounted to 16.0% and 10.0% of the accounts receivable.

As of December 31, 2023, two customers amounted to 19.4% and 14.9% of accounts receivable.

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.

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 164,876 warrants and 1,565,341 options is anti-dilutive for the Nine months ended September 30, 2024, 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.

The Company did not adopt any new accounting pronouncements in the reporting period ended September 30, 2024.

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.

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. FURNITURE AND EQUIPMENT, NET

Machinery and equipment consisted of the following at:

Schedule of Machinery and Equipment

	September 30, 2024			December 31, 2023
Furniture and equipment	$	2,745		$	2,745
Machinery and Equipment		47,202			47,202
Fixed assets, total		49,947			49,947
Total: accumulated depreciation		(15,988	)		(8,968	)
Fixed assets, net	$	33,959		$	40,979

Depreciation expense for the three and nine months ended September 30, 2024 and 2023 were $2,618, $7,020, $2,617 and $7,183 respectively.

4. NOTE PAYABLE – RELATED PARTY

During the year ended December 31, 2023, Infinity Management, LLC an affiliate of Michael Feinsod, the Company’s chief executive officer, loaned the Company an additional $469,954. On September 5, 2023 $849,500 of notes payable were converted into a 5.0% 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, 2024 and December 31, 2023 the amount owed Infinity Management, LLC is $911,372 and $902,872, respectively.

During the year ended December 31, 2023 the Company received additional advances from Infinity Management, LLC of $53,372. During the nine months ended September 30, 2024 the Company received additional advances from Infinity Management, LLC of $8,500.

5. NOTE PAYABLE

On September 5, 2024, the Company entered into and closed on an unsecured note payable in the amount of $25,000. The note is non-interest bearing and payable upon demand. As of September 30, 2024 the amount owed on the loan is $25,000.

6. NOTE PAYABLE – SECURED

On February 16, 2024, 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 $100,000 in 15% Senior Secured Notes due February 15, 2025 (the “Notes”), and warrants to purchase an aggregate of 100,000 shares of common stock, for an aggregate purchase price of $100,000. The Notes are senior in terms of priority and liquidation to all other existing debt obligations of the Company. The warrants have a term of two years and an exercise price of $0.11. The warrants were valued at $15,636 using a Black-Scholes pricing model with the following assumptions: dividend yield of 0%, annual volatility of 583%, risk free interest rate of 4.64%, an expected life of 1 years. The Company utilized the Relative Fair Value to allocate the value of the warrants and recorded it as debt discount.

On May 20, 2024 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 $10,000 in 15% Senior Secured Notes due May 20, 2025 and warrants to purchase an aggregate of 10,000 shares of common stock, for an aggregate purchase price of $10,000. The Notes are senior in terms of priority and liquidation to all other existing debt obligations of the Company. The warrants have a term of two years and an exercise price of $0.11. The warrants were valued at $15,636 using a Black-Scholes pricing model with the following assumptions: dividend yield of 0%, annual volatility of 608%, risk free interest rate of 5.42%, an expected life of 1 years. The Company utilized the Relative Fair Value to allocate the value of the warrants and recorded it as debt discount.

On June 6, 2024 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 $25,000 in 15% Senior Secured Notes due June 6, 2025 and warrants to purchase an aggregate of 25,000 shares of common stock, for an aggregate purchase price of $25,000. The Notes are senior in terms of priority and liquidation to all other existing debt obligations of the Company. The warrants have a term of two years and an exercise price of $0.11. The warrants were valued at $15,636 using a Black-Scholes pricing model with the following assumptions: dividend yield of 0%, annual volatility of 614%, risk free interest rate of 4.72%, an expected life of 1 years. The Company utilized the Relative Fair Value to allocate the value of the warrants and recorded it as debt discount.

	September 30, 2024
Note amount	$	135,000
Debt discount		(20,231	)
Amortization of debt discount		5,625
Notes payable, net	$	120,394

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:

		September 30,
Operating Leases	Classification	2024
Right-of-use assets	Right of use assets	$	158,006

Current lease liabilities	Current operating lease liabilities		73,523
Non-current lease liabilities	Long-term operating lease liabilities		90,138
Total lease liabilities		$	163,661

Lease term and discount rate were as follows:

	September 30,
	2024
Weighted average remaining lease term (years)		3.19
Weighted average discount rate		4	%

The component of lease costs was as follows:

	September 30,
	2024
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.

	September 30,
	2024
Cash paid for operating lease liabilities	$	-

Maturities of lease liabilities were as follows as of September 30, 2024:

	Operating
	Leases
2024	$	19,215
2025		79,380
2026		72,765
Total undiscounted lease payments		171,360
Less: Present value discount		(7,699	)
Total Present value of lease liabilities	$	163,661

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, 2024 and 2023, 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, 2024 and 2023, 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, 2024 and 2023, 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.

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 year ended December 31, 2023 the Company recorded an expense of $70,907, respectively. For the nine months ended September 30, 2024 the Company recorded and expense of $9,206. As of September 30, 2024 and December 31, 2023 the Company had a prepaid stock award of $0 and $9,206.

In August 2024 the Company issued a total of 955,000 shares of common stock valued at $70,670 ($0.074 per share) to several consultants and employees for services.

Warrants

The following table summarizes the warrant activities during the nine months ended September 30, 2024:

	Number of Warrants		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2023		29,876		25.24	1.21
Granted		135,000		0.15	1.18
Canceled or expired		-		-	-
Outstanding at September 30, 2024		164,876	$	0.43	4.57 years
Exercisable at September 30, 2024		164,876	$	0.43	4.57 years
Intrinsic value at September 30, 2024			$	-

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, 2024 and 2023 the Company recorded $12,318, $36,953, $30,811 and $92,432 respectively of expenses associated with the vesting of these stock options. (See notes 11 and 12).

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, 2024 and 2023 the Company recorded $24,635, $73,905, $61,261 and $184,864, respectively of expenses associated with the vesting of these stock options. (See notes 11 and 12).

On August 17, 2023, the Company issued to several employees options to purchase a total of 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, 2024 the Company recorded $4,626, $26,269 $5,100 and $5,100, respectively of expenses associated with the vesting of these stock options

On January 8, 2024, the Company issued to an employee options to purchase a total of 225,000 shares of common stock at an exercise price of $0.20. The options vest 50% on January 15, 2024 and 50% over a period of 12 months and have a term of 10 years. The options were valued at $8,030 using a Black-Scholes pricing model. During the three and nine months ended September 30, 2024 the Company recorded $1,115 and $7,604, respectively of expenses associated with the vesting of these stock options

On March 1, 2024, the Company issued to several employees options to purchase a total of 99,000 shares of common stock at an exercise price of $0.22. 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, 2024 the Company recorded $4,986 and $11,543, respectively and of expenses associated with the vesting of these stock options

The following table summarizes the option activities during the nine months ended September 30, 2024:

	Number of Options			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2023		1,246,341		$	2.67	7.94 years
Granted		324,000		$	0.22	4.67 years
Canceled or expired		(5,000	)		0.22
Exercised		-			-
Outstanding at September 30, 2024		1,565,341		$	1.81	6.61 years
Exercisable at September 30, 2024		690,508		$	2.19	6.19 years
Intrinsic value at September 30, 2024				$	-

The future expense as of September 30, 2024 is $46,095.

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 year ended December 31, 2023 the Company received additional advances from Infinity Management, LLC. of $53,372. During the nine months ended September 30, 2024 the Company received additional advances from Infinity Management, LLC. of $8,500.

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 debt or equity capital raise with net proceeds of more than $2,000,000. (See Note 4.)

As of September 30, 2024 Michael Feinsod is owed a total of $296,772 of accrued salary and accounts payable of $171,553.

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 year ended December 31, 2023 the amount was paid.

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, 2024, Infinity Management, LLC, an affiliate of the Company’s chief executive officer, loaned the Company an additional $10,000.

Effective November 11, 2024 the Company and Infinity Management, LLC, agreed to extend the maturity of the Infinity Note until June 30, 2026.

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; and

●

Insufficient revenues to cover operating costs.

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.

Results of Operations for the three months ended September 30, 2024 and September 30, 2023

Sales

Sales during the three months ended September 30, 2024 were $277,471 compared to $244,408 for the three months ended September 30, 2023. The increase in sales was a result of increased product 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, 2024 was $162,476 compared to $146,000 for the three months ended September 30, 2023. The increase was a direct result of the increase in sales. The increase in cost of sales was due to increases in the prices 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, 2024 and September 30, 2023 were $290,723 and $347,717, respectively. The decrease was mainly attributable to stock-based compensation of $47,679 for the three months ended September 30, 2024 compared to $97,303 for the three months ended September 30, 2023 and were partially offset by increase in salaries. Professional fees were $16,070 and $46,883, respectively for the three months ended September 30, 2024 and September 30, 2023. The decrease in expenses was due to decreased general legal fees. Consulting expense was $70,670 and $0, for the three months ended September 30, 2024 and September 30, 2023, respectively During the three months ended September 30, 2024 the Company issued common stock to several consultants valued at $70,670.

Net Loss

Our net loss for the three months ended September 30, 2024 was $275,613, or $0.03 per share, compared to a net loss for the three months ended September 30, 2023 of $301,529, or $0.03 per share.

Results of Operations for the nine months ended September 30, 2024 and September 30, 2023

Sales

Sales during the nine months ended September 30, 2024 were $816,062 compared to $572,671 for the nine months ended September 30, 2023. The increase in sales was a result of increased product 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, 2024 was $492,369 compared to $341,878 for the three months ended September 30, 2023. 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, 2024 and September 30, 2023 were $964,467 and $1,179,598, respectively. The decrease was mainly attributable to stock-based compensation of $154,811 for the nine months ended September 30, 2024 compared to $282,079 for the nine months ended September 30, 2023 and were partially offset by increase in salaries. Professional fees were $104,070 and $171,259, respectively for the nine months ended September 30, 2024 and September 30, 2023. The decrease in expenses was due to decreased general legal fees.. Consulting expense was $70,670 and $36,000, for the nine months ended September 30, 2024 and September 30, 2023, respectively During the nine months ended September 30, 2024 the Company issued common stock to several consultants valued at $70,670.

Net Loss

Our net loss for the nine months ended September 30, 2024 was $850,626, or $0.08 per share, compared to a net loss for the nine months ended September 30, 2023 of $1,213,756, or $0.12 per share.

Liquidity and Capital Resources

As of September 30, 2024, we had cash of $21,445. Net cash used in operating activities for the nine months ended September 30, 2024 was $153,662. Our current liabilities as of September 30, 2024 were $1,727,778 and consisted of accounts payable and accrued liabilities of $1,446,989, current portion of lease liability of $73,523, note payable of $25,000, secured notes payable of $120,394 and advances payable related party of $61,872. 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.

During the nine months ended September 30, 2024 the Company borrowed an additional $8,500 from a related party, $25,000 note payable and secured notes payable of $135,000. During the nine months ended September 30, 2023 the Company borrowed an additional $26,997 from a related party and repaid $90,000 owed for an inventory earnout in addition 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, 2024 and the year ended December 31, 2023 and had a working capital deficit at September 30, 2024 and December 31, 2023. This raises substantial doubt about our ability to continue as a going concern.

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

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

Off-Balance Sheet Arrangements

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

Critical accounting policies and estimates

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

Income Taxes

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.

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.

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.

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: November 13, 2024	By:	/s/ Michael Feinsod
		Michael Feinsod Chief Executive Officer
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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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;

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:

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;

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;

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

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):

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

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)

November 13, 2024

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: November 13, 2024

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 08, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	BESPOKE EXTRACTS, INC.
Entity Central Index Key	0001409197
Entity File Number	000-52759
Entity Tax Identification Number	20-4743354
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
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
Entity Phone Fax Numbers [Line Items]
City Area Code	720
Local Phone Number	949-1143
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		11,123,552

Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 21,445	$ 6,607
Accounts receivable	46,083	45,226
Prepaid stock awards		9,206
Prepaid expense	12,295	5,000
Inventory, net	44,227	15,800
Total current assets	124,050	81,839
Furniture and equipment, net	33,959	40,979
License	10,000	10,000
Right of Use Asset	158,006	209,542
Deposits	12,000	12,000
Total assets	338,015	354,360
Current liabilities
Accounts payable and accrued liabilities	1,446,989	961,255
Note payable	25,000
Notes payable -- secured (Net of discount of $14,606)	120,394
Operating lease liability	73,523	64,330
Total current liabilities	1,727,778	1,078,957
Long-Term Operating Lease Liability	90,138	150,460
Total liabilities	2,667,416	2,078,917
Commitments and contingencies (Note 10)
Stockholders’ Deficit
Preferred stock, value
Common stock, $0.001 par value: 3,000,000,000 authorized; 11,123,220 and 9,946,067 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	11,121	10,166
Common stock to issue 6,478 shares
Additional paid-in capital	23,876,745	23,631,918
Accumulated deficit	(26,217,267)	(25,366,641)
Total stockholders’ deficit	(2,329,401)	(1,724,557)
Total liabilities and stockholders’ deficit	338,015	354,360
Related Party
Current liabilities
Advances-related party	61,872	53,372
Note payable - related party	849,500	849,500
Series C Convertible Preferred Stock
Stockholders’ Deficit
Preferred stock, value

Consolidated Balance Sheets (Parentheticals) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Notes payable -- secured (Net of discount) (in Dollars)	$ 14,606	$ 14,606
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	11,123,220	9,946,067
Common stock, shares outstanding	11,123,220	9,946,067
Common stock, shares issued	6,478	6,478
Series C Convertible Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	1	1
Preferred stock, share issued	1	1
Preferred stock, share outstanding	1	1
Preferred Stock, share stated value (in Dollars)	$ 24,000	$ 24,000

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Sales	$ 277,471	$ 244,408	$ 816,062	$ 521,671
Cost of products sold	162,476	146,000	492,369	341,878
Gross Profit	114,995	98,408	323,693	179,793
Operating expenses:
Selling, general and administrative expenses	290,723	347,717	964,467	1,179,598
Professional fees	16,070	46,883	104,070	171,259
Consulting	70,670		70,670	36,000
Total operating expenses	377,463	394,600	1,139,207	1,386,857
Loss from operations	(262,468)	(296,192)	(815,514)	(1,207,064)
Other income / (expenses)
Interest expense	(13,145)	(5,337)	(35,112)	(6,692)
Total other (expense) / income	(13,145)	(5,337)	(35,112)	(6,692)
Loss before income tax	(275,613)	(301,529)	(850,626)	(1,213,756)
Provision for income tax
Net Loss	$ (275,613)	$ (301,529)	$ (850,626)	$ (1,213,756)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic (in Shares)	10,635,068	10,168,220	10,324,972	10,165,778
Diluted (in Shares)	10,635,068	10,168,220	10,324,972	10,165,778
NET LOSS PER COMMON SHARE OUTSTANDING
Basic (in Dollars per share)	$ (0.03)	$ (0.03)	$ (0.08)	$ (0.12)
Diluted (in Dollars per share)	$ (0.03)	$ (0.03)	$ (0.08)	$ (0.12)

Consolidated Statement of Stockholders Deficit (Unaudited) - USD ($)	Preferred Shares	Common Shares	Additional Paid-in Capital	Accumulated Deficit	Total
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 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 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
Balance at Dec. 31, 2023		$ 10,166	23,631,918	(25,366,641)	(1,724,557)
Balance (in Shares) at Dec. 31, 2023	1	10,168,220
Warrants issued with financing			20,231		20,231
Stock option expense			154,881		154,881
Common stock issued for services		$ 955	69,715		70,670
Common stock issued for services (in Shares)		955,000
Net loss				(850,626)	(850,626)
Balance at Sep. 30, 2024		$ 11,121	23,876,745	(26,217,267)	(2,329,401)
Balance (in Shares) at Sep. 30, 2024	1	11,123,220
Balance at Jun. 30, 2024		$ 10,166	23,759,351	(25,941,654)	(2,172,137)
Balance (in Shares) at Jun. 30, 2024	1	10,168,220
Stock option expense			47,679		47,679
Common stock issued for services		$ 955	69,715		70,670
Common stock issued for services (in Shares)		955,000
Net loss				(275,613)	(275,613)
Balance at Sep. 30, 2024		$ 11,121	$ 23,876,745	$ (26,217,267)	$ (2,329,401)
Balance (in Shares) at Sep. 30, 2024	1	11,123,220

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net Loss	$ (850,626)	$ (1,213,756)
Adjustments to reconcile net loss to net cash used in operating activities
Inventory reserve		40,393
Depreciation	7,020	7,183
Amortization of right of use asset, net	51,536	49,531
Amortization expense for prepaid expenses for consulting shares	9,206	65,351
Amortization of debt discount	5,625
Stock based compensation and stock option expense	154,881	282,079
Stock issued for services	70,670
Changes in operating assets and liabilities:
Accounts receivable	(857)	(45,950)
Prepaid expenses	(7,295)	(3,509)
Inventory	(28,427)	(65,950)
Accounts payable and accrued liabilities	485,734	535,200
Deferred revenue		2,936
Operating lease liability, net	(51,129)	(48,938)
Net Cash (used in) operating activities	(153,662)	(395,430)
Cash flow from financing activities
Payment of inventory earnout		(90,000)
Proceeds from issuance of note payable - related party		434,000
Proceeds from advances - related party	8,500	26,997
Proceeds from note payable	25,000
Proceeds from secured notes payable	135,000
Net cash provided by financing activities	168,500	370,997
Net increase / (decrease) in cash	14,838	(24,433)
Cash at beginning of period	6,607	24,433
Cash at end of period	21,445
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

Nature of Operations, Significant Accounting Policies and Going Concern

9 Months Ended

Sep. 30, 2024

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

Principles of Consolidation

Going Concern

Use of Estimates

Cash and Cash Equivalents

Fair Value of Financial Instruments

Accounts Receivable

Inventory, net

Property and equipment

Schedule of Estimated useful Lives of Property and Equipment

Furniture and Equipment

5 years

License

License represents the Colorado license for distributing cannabis.

Revenue Recognition

As of September 30, 2024 two customers amounted to 16.0% and 10.0% of the accounts receivable.

As of December 31, 2023, two customers amounted to 19.4% and 14.9% of accounts receivable.

Stock Based Compensation

Net Income / (Loss) per Share

Recent accounting pronouncements

The Company did not adopt any new accounting pronouncements in the reporting period ended September 30, 2024.

Income Taxes

Asset Purchase Agreement

9 Months Ended

Sep. 30, 2024

Asset Purchase Agreement [Abstract]

ASSET PURCHASE AGREEMENT

2. ASSET PURCHASE AGREEMENT

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

Furniture and Equipment, Net

9 Months Ended

Sep. 30, 2024

Furniture and Equipment [Abstract]

FURNITURE AND EQUIPMENT

3. FURNITURE AND EQUIPMENT, NET

Machinery and equipment consisted of the following at:

Schedule of Machinery and Equipment

	September 30, 2024			December 31, 2023
Furniture and equipment	$	2,745		$	2,745
Machinery and Equipment		47,202			47,202
Fixed assets, total		49,947			49,947
Total: accumulated depreciation		(15,988	)		(8,968	)
Fixed assets, net	$	33,959		$	40,979

Depreciation expense for the three and nine months ended September 30, 2024 and 2023 were $2,618, $7,020, $2,617 and $7,183 respectively.

Note Payable – Related Party

9 Months Ended

Sep. 30, 2024

Note Payable – Related Party [Abstract]

NOTE PAYABLE – RELATED PARTY

4. NOTE PAYABLE – RELATED PARTY

Note Payable

9 Months Ended

Sep. 30, 2024

Note Payable [Abstract]

NOTE PAYABLE

5. NOTE PAYABLE

Note Payable – Secured

9 Months Ended

Sep. 30, 2024

Note Payable – Secured [Abstract]

NOTE PAYABLE – SECURED

6. NOTE PAYABLE – SECURED

	September 30, 2024
Note amount	$	135,000
Debt discount		(20,231	)
Amortization of debt discount		5,625
Notes payable, net	$	120,394

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

LEASES

7. LEASES

Supplemental balance sheet information related to leases was as follows:

		September 30,
Operating Leases	Classification	2024
Right-of-use assets	Right of use assets	$	158,006

Current lease liabilities	Current operating lease liabilities		73,523
Non-current lease liabilities	Long-term operating lease liabilities		90,138
Total lease liabilities		$	163,661

Lease term and discount rate were as follows:

	September 30,
	2024
Weighted average remaining lease term (years)		3.19
Weighted average discount rate		4	%

The component of lease costs was as follows:

	September 30,
	2024
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.

	September 30,
	2024
Cash paid for operating lease liabilities	$	-

Maturities of lease liabilities were as follows as of September 30, 2024:

	Operating
	Leases
2024	$	19,215
2025		79,380
2026		72,765
Total undiscounted lease payments		171,360
Less: Present value discount		(7,699	)
Total Present value of lease liabilities	$	163,661

Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

EQUITY

8. EQUITY

Common Stock and 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.

In August 2024 the Company issued a total of 955,000 shares of common stock valued at $70,670 ($0.074 per share) to several consultants and employees for services.

Warrants

The following table summarizes the warrant activities during the nine months ended September 30, 2024:

	Number of Warrants		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2023		29,876		25.24	1.21
Granted		135,000		0.15	1.18
Canceled or expired		-		-	-
Outstanding at September 30, 2024		164,876	$	0.43	4.57 years
Exercisable at September 30, 2024		164,876	$	0.43	4.57 years
Intrinsic value at September 30, 2024			$	-

Options

The following table summarizes the option activities during the nine months ended September 30, 2024:

	Number of Options			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2023		1,246,341		$	2.67	7.94 years
Granted		324,000		$	0.22	4.67 years
Canceled or expired		(5,000	)		0.22
Exercised		-			-
Outstanding at September 30, 2024		1,565,341		$	1.81	6.61 years
Exercisable at September 30, 2024		690,508		$	2.19	6.19 years
Intrinsic value at September 30, 2024				$	-

The future expense as of September 30, 2024 is $46,095.

Related Party Transactions

9 Months Ended

Sep. 30, 2024

RELATED PARTY TRANSACTIONS

9. RELATED PARTY TRANSACTIONS

As of September 30, 2024 Michael Feinsod is owed a total of $296,772 of accrued salary and accounts payable of $171,553.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES

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.

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

11. SUBSEQUENT EVENTS

Subsequent to September 30, 2024, Infinity Management, LLC, an affiliate of the Company’s chief executive officer, loaned the Company an additional $10,000.

Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (275,613)	$ (301,529)	$ (850,626)	$ (1,213,756)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2024

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

Nature of Business Operations

Nature of Business Operations

Principles of Consolidation

Principles of Consolidation

Going Concern

Going Concern

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Accounts Receivable

Accounts Receivable

Inventory, net

Inventory, net

Property and equipment

Property and equipment

Schedule of Estimated useful Lives of Property and Equipment

Furniture and Equipment

5 years

License

License

License represents the Colorado license for distributing cannabis.

Revenue Recognition

Revenue Recognition

As of September 30, 2024 two customers amounted to 16.0% and 10.0% of the accounts receivable.

As of December 31, 2023, two customers amounted to 19.4% and 14.9% of accounts receivable.

Stock Based Compensation

Stock Based Compensation

Net Income / (Loss) per Share

Net Income / (Loss) per Share

Recent accounting pronouncements

Recent accounting pronouncements

The Company did not adopt any new accounting pronouncements in the reporting period ended September 30, 2024.

Income Taxes

Income Taxes

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

9 Months Ended

Sep. 30, 2024

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

Furniture and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2024

Furniture and Equipment [Abstract]

Schedule of Machinery and Equipment

Machinery and equipment consisted of the following at:

	September 30, 2024			December 31, 2023
Furniture and equipment	$	2,745		$	2,745
Machinery and Equipment		47,202			47,202
Fixed assets, total		49,947			49,947
Total: accumulated depreciation		(15,988	)		(8,968	)
Fixed assets, net	$	33,959		$	40,979

Note Payable – Secured (Tables)

9 Months Ended

Sep. 30, 2024

Note Payable – Secured [Abstract]

Schedule of Relative Fair Value to Allocate the Value of Warrants and Debt Discount

The Company utilized the Relative Fair Value to allocate the value of the warrants and recorded it as debt discount.

	September 30, 2024
Note amount	$	135,000
Debt discount		(20,231	)
Amortization of debt discount		5,625
Notes payable, net	$	120,394

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of Lease

Supplemental balance sheet information related to leases was as follows:

		September 30,
Operating Leases	Classification	2024
Right-of-use assets	Right of use assets	$	158,006

Current lease liabilities	Current operating lease liabilities		73,523
Non-current lease liabilities	Long-term operating lease liabilities		90,138
Total lease liabilities		$	163,661

Lease term and discount rate were as follows:

	September 30,
	2024
Weighted average remaining lease term (years)		3.19
Weighted average discount rate		4	%

The component of lease costs was as follows:

	September 30,
	2024
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.

	September 30,
	2024
Cash paid for operating lease liabilities	$	-

Schedule of Maturities of Lease Liabilities

Maturities of lease liabilities were as follows as of September 30, 2024:

	Operating
	Leases
2024	$	19,215
2025		79,380
2026		72,765
Total undiscounted lease payments		171,360
Less: Present value discount		(7,699	)
Total Present value of lease liabilities	$	163,661

Equity (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of Warrant Activities

The following table summarizes the warrant activities during the nine months ended September 30, 2024:

	Number of Warrants		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2023		29,876		25.24	1.21
Granted		135,000		0.15	1.18
Canceled or expired		-		-	-
Outstanding at September 30, 2024		164,876	$	0.43	4.57 years
Exercisable at September 30, 2024		164,876	$	0.43	4.57 years
Intrinsic value at September 30, 2024			$	-

Schedule of Option Activities

The following table summarizes the option activities during the nine months ended September 30, 2024:

	Number of Options			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2023		1,246,341		$	2.67	7.94 years
Granted		324,000		$	0.22	4.67 years
Canceled or expired		(5,000	)		0.22
Exercised		-			-
Outstanding at September 30, 2024		1,565,341		$	1.81	6.61 years
Exercisable at September 30, 2024		690,508		$	2.19	6.19 years
Intrinsic value at September 30, 2024				$	-

Nature of Operations, Significant Accounting Policies and Going Concern (Details)		9 Months Ended		12 Months Ended
	Jan. 03, 2023 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Nature of Operations, Significant Accounting Policies and Going Concern [Line Items]
Negative cash flows from operations		$ (153,662)	$ (395,430)
Working capital deficit		1,603,728
Accumulated deficit		(26,217,267)		$ (25,366,641)
FDIC limit		250,000
Allowance for doubtful accounts		0		0
Inventory net of reserves		44,227		15,800
Inventory finished goods		$ 44,227		$ 15,800
Number of customer		2		2
Warrant [Member]
Nature of Operations, Significant Accounting Policies and Going Concern [Line Items]
Option anti-dilutive shares (in Shares) \| shares		164,876
WonderLeaf, LLC [Member]
Nature of Operations, Significant Accounting Policies and Going Concern [Line Items]
Common stock, shares issued (in Shares) \| shares	222,223
Common stock value	$ 50,000
Common stock per share (in Dollars per share) \| $ / shares	$ 0.225
Negative cash flows from operations		$ (153,662)
Customer One [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Nature of Operations, Significant Accounting Policies and Going Concern [Line Items]
Risk percentage		16.00%		19.40%
Customer Two [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Nature of Operations, Significant Accounting Policies and Going Concern [Line Items]
Risk percentage		10.00%		14.90%
Equity Option [Member]
Nature of Operations, Significant Accounting Policies and Going Concern [Line Items]
Option anti-dilutive shares (in Shares) \| shares		1,565,341

Nature of Operations, Significant Accounting Policies and Going Concern (Details) - Schedule of Estimated Useful Lives of Property and Equipment	Sep. 30, 2024
Furniture and Equipment [Member]
Estimated Useful Lives of Property and Equipment [Line Items]
Estimated useful lives	5 years

Asset Purchase Agreement (Details) - USD ($)		9 Months Ended
Asset Purchase Agreement (Details) - USD ($)	Jan. 03, 2023	Sep. 30, 2024
Asset Purchase Agreement Details [Abstract]
Licenses amount		$ 10,000
Fixed assets acquired		$ 40,000
WonderLeaf Assets [Member]
Asset Purchase Agreement Details [Abstract]
Shares issued (in Shares)	222,223	222,223
Share value	$ 50,000	$ 50,000
Price per share (in Dollars per share)	$ 0.225
Consideration paid		$ 50,000
Common Shares [Member] \| WonderLeaf Assets [Member]
Asset Purchase Agreement Details [Abstract]
Shares issued (in Shares)		222,223
WonderLeaf Assets [Member]
Asset Purchase Agreement Details [Abstract]
Acquisition date	Jan. 03, 2023

Furniture and Equipment, Net (Details) - USD ($)	3 Months Ended		9 Months Ended
Furniture and Equipment, Net (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Furniture and Equipment [Abstract]
Depreciation expense	$ 2,618	$ 2,617	$ 7,020	$ 7,183

Furniture and Equipment, Net (Details) - Schedule of Machinery and Equipment - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Furniture and Equipment [Member]
Schedule of Machinery and Equipment [Line Items]
Fixed assets, total	$ 2,745	$ 2,745
Machinery and Equipment [Member]
Schedule of Machinery and Equipment [Line Items]
Fixed assets, total	47,202	47,202
Fixed Assets [Member]
Schedule of Machinery and Equipment [Line Items]
Fixed assets, total	49,947	49,947
Total: accumulated depreciation	(15,988)	(8,968)
Fixed assets, net	$ 33,959	$ 40,979

Note Payable – Related Party (Details) - USD ($)		9 Months Ended		12 Months Ended
Note Payable – Related Party (Details) - USD ($)	Sep. 05, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Note Payable – Related Party [Line Items]
Notes payable	$ 849,500
Bearing interest rate	5.00%
Interest bearing due date	Jun. 30, 2025
Received additional advances		$ 8,500	$ 26,997
Michael Feinsod [Member]
Note Payable – Related Party [Line Items]
Additional loan				$ 469,954
Note Payable [Member]
Note Payable – Related Party [Line Items]
Net proceeds		2,000,000
Infinity Management, LLC [Member]
Note Payable – Related Party [Line Items]
Owned amount		911,372		902,872
Received additional advances		$ 8,500		$ 53,372

Note Payable (Details) - USD ($)	Sep. 30, 2024	Sep. 05, 2024
Debt Instrument [Line Items]
Loan amount	$ 25,000
Unsecured Note Payable [Member]
Debt Instrument [Line Items]
Note payable		$ 25,000

Note Payable – Secured (Details)	Jun. 06, 2024 USD ($) $ / shares shares	May 20, 2024 USD ($) $ / shares shares	Feb. 16, 2024 USD ($) $ / shares shares
Warrant [Member]
Note Payable – Secured [Line Items]
Aggregate value (in Dollars)	$ 25,000	$ 10,000	$ 100,000
Senior secured note rate	15.00%	15.00%	15.00%
Warrant to purchase shares (in Shares) \| shares	25,000	10,000	100,000
Aggregate purchase price (in Dollars)	$ 25,000	$ 10,000	$ 100,000
Warrants term	2 years	2 years	2 years
Warrant exercise price (in Dollars per share) \| $ / shares	$ 0.11	$ 0.11	$ 0.11
Measurement warrants value (in Dollars)	$ 15,636	$ 15,636	$ 15,636
Measurement Input, Expected Dividend Rate [Member]
Note Payable – Secured [Line Items]
Debt measurement input	0	0	0
Measurement Input, Option Volatility [Member]
Note Payable – Secured [Line Items]
Debt measurement input	614	608	583
Measurement Input, Risk Free Interest Rate [Member]
Note Payable – Secured [Line Items]
Debt measurement input	4.72	5.42	4.64
Measurement Input, Expected Term [Member]
Note Payable – Secured [Line Items]
Debt measurement input	1	1	1

Note Payable – Secured (Details) - Schedule of Relative Fair Value to Allocate the Value of Warrants and Debt Discount - Warrant [Member]	Sep. 30, 2024 USD ($)
Schedule of Relative Fair Value to Allocate the Value of Warrants and Debt Discount [Line Items]
Note amount	$ 135,000
Debt discount	(20,231)
Amortization of debt discount	5,625
Notes payable, net	$ 120,394

Leases (Details)	9 Months Ended
Leases (Details)	Sep. 30, 2024 USD ($)
Leases [Line Items]
Rent amount	$ 6,000
Purchase of property	$ 600,000
Wonderleaf Purchase Agreement [Member]
Leases [Line Items]
Lease term	5 years
Renew for an additional term	5 years

Leases (Details) - Schedule of Lease - USD ($)

9 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Schedule of Lease [Abstract]

Right-of-use assets

$ 158,006

$ 209,542

Current lease liabilities

73,523

64,330

Non-current lease liabilities

90,138

$ 150,460

Total lease liabilities

$ 163,661

2024

Weighted average remaining lease term (years)

3 years 2 months 8 days

Weighted average discount rate

4.00%

Operating lease cost

$ 57,294

Variable lease cost

^[1]

3,150

Total lease costs

60,444

Cash paid for operating lease liabilities

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

Leases (Details) - Schedule of Maturities of Lease Liabilities	Sep. 30, 2024 USD ($)
Schedule of Maturities of Lease Liabilities [Abstract]
2024	$ 19,215
2025	79,380
2026	72,765
Total undiscounted lease payments	171,360
Less: Present value discount	(7,699)
Total Present value of lease liabilities	$ 163,661

Equity (Details) - USD ($)												3 Months Ended		9 Months Ended		12 Months Ended
Equity (Details) - USD ($)	Aug. 31, 2024	Jun. 06, 2024	May 20, 2024	Mar. 01, 2024	Feb. 16, 2024	Jan. 15, 2024	Jan. 08, 2024	Aug. 17, 2023	Jan. 03, 2023	Aug. 01, 2022	Dec. 14, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2024	Jun. 30, 2023	Dec. 13, 2021
Equity [Line Items]
Reverse stock split														45-to-1
Common stock, shares authorized (in Shares)												3,000,000,000		3,000,000,000		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		$ 0.001	$ 0.001
Preferred stock, shares authorized (in Shares)												50,000,000		50,000,000		50,000,000		50,000,000	50,000,000
Preferred stock, par value (in Dollars per share)												$ 0.001		$ 0.001		$ 0.001		$ 0.001	$ 0.001
Preferred stock, shares issued (in Shares)												1		1		1
Preferred stock, shares outstanding (in Shares)												1		1		1
Common stock, shares issued (in Shares)										266,667
Vest shares (in Shares)										155,556
Vesting period								5 years
Expenses														$ 9,206		$ 70,907	$ 1,104,928
Prepaid stock award														0		$ 9,206
Common stock issued for services												$ 70,670		$ 70,670
Number of Options, Granted (in Shares)														324,000
Options were valued								$ 44,306
Stock based compensation expenses												1,115		$ 7,604
Option to purchase share of common stock (in Shares)				99,000			225,000	222,500
Common stock exercise price (in Dollars per share)							$ 0.2	$ 0.2
Options valued							$ 8,030
Future expense												$ 46,095		$ 46,095
Warrant [Member]
Equity [Line Items]
Aggregate value		$ 25,000	$ 10,000		$ 100,000
Senior secured note rate		15.00%	15.00%		15.00%
Warrant to purchase shares (in Shares)		25,000	10,000		100,000
Aggregate purchase price		$ 25,000	$ 10,000		$ 100,000
Warrants term		2 years	2 years		2 years
Warrants exercise price (in Dollars per share)		$ 0.11	$ 0.11		$ 0.11
Common Stock [Member]
Equity [Line Items]
Common stock, shares issued (in Shares)												955,000		955,000
Vesting period				5 years
Common stock issued for services												$ 955		$ 955
WonderLeaf Assets [Member]
Equity [Line Items]
Shares issued (in Shares)									222,223					222,223
Common stock valued									$ 50,000					$ 50,000
Per share (in Dollars per share)									$ 0.225
WonderLeaf Assets [Member] \| Common Stock [Member]
Equity [Line Items]
Shares issued (in Shares)														222,223
Consultants and Employees [Member]
Equity [Line Items]
Common stock, shares issued (in Shares)	955,000
Common stock issued for services	$ 70,670
Common stock, price per share (in Dollars per share)	$ 0.074
Employee Stock [Member]
Equity [Line Items]
Stock based compensation expenses												4,626	$ 5,100	$ 26,269	$ 5,100
Several Employees Options [Member]
Equity [Line Items]
Stock based compensation expenses												4,986		11,543
Senior Secured Note [Member] \| Warrant [Member]
Equity [Line Items]
Warrants exercise price (in Dollars per share)					$ 0.11
Mr. Garth [Member] \| Common Stock [Member]
Equity [Line Items]
Options were valued				$ 44,306
Vest One [Member]
Equity [Line Items]
Vest shares (in Shares)										55,556
Vesting period										1 year
Vest Two [Member]
Equity [Line Items]
Vest shares (in Shares)										55,556
Vesting period										2 years
Vest [Member]
Equity [Line Items]
Options vest, percentage						50.00%	50.00%
2021 Equity Incentive Plan [Member]
Equity [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
Mr. Garth [Member] \| 2021 Equity Incentive Plan [Member] \| Restricted Stock [Member]
Equity [Line Items]
Common stock exercise price (in Dollars per share)				$ 0.22
Mr. Garth [Member]
Equity [Line Items]
Number of Options, Granted (in Shares)											333,333
Exercise price (in Dollars per share)											$ 2.7
Stock based compensation expenses												12,318	30,811	36,953	92,432
Mr. Garth [Member] \| 2021 Equity Incentive Plan [Member]
Equity [Line Items]
Number of Options, Granted (in Shares)											333,333
Exercise price (in Dollars per share)											$ 2.7
Premium over closing price, percentage																				120.00%
Options were valued														450,000
Mr. Feinsod [Member]
Equity [Line Items]
Number of Options, Granted (in Shares)											666,667
Exercise price (in Dollars per share)											$ 2.7
Premium over closing price, percentage																				120.00%
Options were valued														900,000
Stock based compensation expenses												$ 24,635	$ 61,261	$ 73,905	$ 184,864
Series A Preferred Stock [Member]
Equity [Line Items]
Preferred stock, shares authorized (in Shares)																		1,000	1,000
Preferred stock, shares issued (in Shares)
Preferred stock, shares outstanding (in Shares)
Series C Preferred Stock [Member]
Equity [Line Items]
Preferred stock, shares authorized (in Shares)												1		1		1
Preferred stock, par value (in Dollars per share)												$ 0.001		$ 0.001		$ 0.001
Preferred stock, shares issued (in Shares)												1	1	1	1	1
Preferred stock, shares outstanding (in Shares)												1	1	1	1	1
Preferred stock, stated value												$ 24,000		$ 24,000
Voting power of percentage														51.00%

Equity (Details) - Schedule of Warrant Activities - Warrants [Member] - $ / shares		9 Months Ended
	Dec. 31, 2023	Sep. 30, 2024
Schedule of Warrant Activities [Line Items]
Number of Warrants, Outstanding balance (in Shares)	29,876	164,876
Weighted- Average Exercise Price Per Share, Outstanding balance	$ 25.24	$ 0.43
Weighted- Average Remaining Life, Outstanding balance	1 year 2 months 15 days	4 years 6 months 25 days
Number of Warrants, Exercisable (in Shares)		164,876
Weighted- Average Exercise Price Per Share, Exercisable		$ 0.43
Weighted- Average Remaining Life, Exercisable		4 years 6 months 25 days
Weighted- Average Exercise Price Per Share, Intrinsic value
Number of Warrants, Granted (in Shares)		135,000
Weighted- Average Exercise Price Per Share, Granted		$ 0.15
Weighted- Average Remaining Life, Granted		1 year 2 months 4 days
Number of Warrants, Canceled or expired (in Shares)
Weighted- Average Exercise Price Per Share, Canceled or expired

Equity (Details) - Schedule of Option Activities - $ / shares		9 Months Ended
	Dec. 31, 2023	Sep. 30, 2024
Schedule of Option Activities [Abstract]
Number of Options, Outstanding, balance (in Shares)	1,246,341	1,565,341
Weighted- Average Exercise Price Per Share, Outstanding, balance	$ 2.67	$ 1.81
Weighted- Average Remaining Life, Outstanding, balance	7 years 11 months 8 days	6 years 7 months 9 days
Number of Options, Exercisable (in Shares)		690,508
Weighted- Average Exercise Price Per Share, Exercisable		$ 2.19
Weighted- Average Remaining Life, Exercisable		6 years 2 months 8 days
Weighted- Average Exercise Price Per Share, Intrinsic value
Number of Options, Granted (in Shares)		324,000
Weighted- Average Exercise Price Per Share, Granted		$ 0.22
Weighted- Average Remaining Life, Granted		4 years 8 months 1 day
Number of Options, Canceled or expired (in Shares)		(5,000)
Weighted- Average Exercise Price Per Share, Canceled or expired		$ 0.22
Number of Options, Exercised (in Shares)
Weighted- Average Exercise Price Per Share, Exercised

Related Party Transactions (Details) - USD ($)				9 Months Ended
Related Party Transactions (Details) - USD ($)	Aug. 17, 2023	Dec. 14, 2021	Dec. 13, 2021	Sep. 30, 2024	Dec. 31, 2023	Sep. 05, 2023
Related Party Transactions [Line Items]
Vesting period	5 years
Purchase shares of common stock (in Shares)				324,000
Notes payable						$ 849,500
Percentage of interest bearing						5.00%
Accrued salary				$ 296,772
Accounts payable				171,553
Note Payable [Member]
Related Party Transactions [Line Items]
Net proceeds				2,000,000
Infinity Management, LLC [Member]
Related Party Transactions [Line Items]
Received additional advances				$ 8,500	$ 53,372
Hunter Garth [Member]
Related Party Transactions [Line Items]
Salary		$ 8,000
Mr. Garth [Member]
Related Party Transactions [Line Items]
Purchase shares of common stock (in Shares)		333,333
Exercise price (in Dollars per share)		$ 2.7
Percentage of premium over the closing price of the common stock			120.00%
Mr. Garth [Member] \| Restricted Stock [Member] \| 2021 Equity Incentive Plan [Member]
Related Party Transactions [Line Items]
Shares of common stock (in Shares)		500,000
Mr. Garth [Member] \| 2021 Equity Incentive Plan [Member]
Related Party Transactions [Line Items]
Vesting period		1 year
Michael Feinsod [Member] \| Restricted Stock [Member] \| 2021 Equity Incentive Plan [Member]
Related Party Transactions [Line Items]
Shares of common stock (in Shares)		10,000
Mr. Feinsod [Member]
Related Party Transactions [Line Items]
Purchase shares of common stock (in Shares)		666,667
Exercise price (in Dollars per share)		$ 2.7
Percentage of premium over the closing price of the common stock			120.00%
Mr. Feinsod [Member] \| 2021 Equity Incentive Plan [Member]
Related Party Transactions [Line Items]
Vesting period		1 year
Shares of common stock (in Shares)		1,000,000

Commitments and Contingencies (Details) - USD ($)	Aug. 17, 2023	Aug. 31, 2022	Aug. 11, 2022	Dec. 14, 2021	Dec. 13, 2021	Sep. 30, 2024	Dec. 31, 2023	Nov. 11, 2022	Oct. 28, 2021
Commitments and Contingencies [Line Items]
Operating profit, percentage		40.00%
Payment inventory								$ 90,000
Vesting period	5 years
Option shares issued						1,565,341	1,246,341
Common stock exercise price						$ 1.81	$ 2.67
Debenture Agreement [Member]
Commitments and Contingencies [Line Items]
Original principal amount									$ 400,000
Inventory Earn Out [Member]
Commitments and Contingencies [Line Items]
Final payment of inventory earn out		$ 75,000
Mr. Garth [Member]
Commitments and Contingencies [Line Items]
Monthly salary				$ 8,000
Mr. Garth [Member] \| 2021 Equity Incentive Plan [Member]
Commitments and Contingencies [Line Items]
Vesting period				1 year
Mr. Garth [Member] \| Restricted Common Stock [Member] \| 2021 Equity Incentive Plan [Member]
Commitments and Contingencies [Line Items]
Issuance of restricted common stock				500,000
Mr. Feinsod [Member]
Commitments and Contingencies [Line Items]
Monthly salary				$ 10,000
Mr. Feinsod [Member] \| 2021 Equity Incentive Plan [Member]
Commitments and Contingencies [Line Items]
Vesting period				1 year
Mr. Feinsod [Member] \| Restricted Common Stock [Member] \| 2021 Equity Incentive Plan [Member]
Commitments and Contingencies [Line Items]
Issuance of restricted common stock				1,000,000
Osiris, LLC [Member]
Commitments and Contingencies [Line Items]
Common stock, shares issued			2,777,778
Common Stock [Member] \| Mr. Garth [Member]
Commitments and Contingencies [Line Items]
Premium, percentage					120.00%
Common Stock [Member] \| Mr. Garth [Member] \| 2021 Equity Incentive Plan [Member] \| Stock Option [Member]
Commitments and Contingencies [Line Items]
Option shares issued				333,333
Common stock exercise price				$ 2.7
Common Stock [Member] \| Mr. Feinsod [Member]
Commitments and Contingencies [Line Items]
Premium, percentage					120.00%
Common Stock [Member] \| Mr. Feinsod [Member] \| 2021 Equity Incentive Plan [Member] \| Stock Option [Member]
Commitments and Contingencies [Line Items]
Option shares issued				666,667
Common stock exercise price				$ 0.06