UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, ~~2023~~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 or organization)		(I.R.S. Employer Identification No.)

12001 E. 33rd Avenue, Unit O

Aurora, CO

80010

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (720) 949-1143

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

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $1760,000.~~3 million.~~

As of March ~~31,~~27 ~~2024~~2025, there were 1011,~~168~~153,~~552~~ 220 shares of common stock, par value $0.001 per share, issued and outstanding.

Bespoke Extracts, Inc.

Table of Contents

PART I	1	1
Item 1. Business	1	1
Item 1A. Risk Factors.	7	7
Item 1B. Unresolved Staff Comments.	14	14
Item 1C. Cybersecurity	14	14
Item 2. Properties.	15	15
Item 3. Legal Proceedings.	15	15
Item 4. Mine Safety Disclosures.	15	15
PART II	16	16
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16	16
Item 6. [Reserved.]	17	17
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	17	17
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.	20	20
Item 8. Financial Statements and Supplementary Data	F-1	20
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures.	21	21
Item 9A. Controls and Procedures	21	21
Item 9B. Other Information.	22	22
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	22	22
PART III	23	23
Item 10. Directors, Executive Officers and Corporate Governance.	23	23
Item 11. Executive Compensation	25	25
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27	26
Item 13. Certain Relationships and Related Transactions, and Director Independence.	28	27
Item 14. Principal Accountant Fees and Services.	28	27
PART IV	29	28
Item 15. Exhibits, Financial Statement Schedules.	29	28
Signatures	30	29

PART I

This Annual Report on Form 10-K may contain forward-looking statements. Such forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management and involve risks and uncertainties. Forward-looking statements include statements regarding our plans, strategies, objectives, expectations, and intentions, which are subject to change at any time at our discretion. Forward-looking statements include our assessment, from time to time of our competitive position, the industry environment, potential growth opportunities and the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in greater detail in “Risk Factors.” Given these uncertainties, undue reliance should not be placed on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. Our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly.

As used in this annual report, the terms “we”, “us”, “our”, the “Company”, “Bespoke Extracts, Inc.” and “Bespoke” mean Bespoke Extracts, Inc. unless otherwise indicated.

Item 1. Business.

Background

Bespoke Extracts, Inc. is a Nevada corporation. The Company’s Common Stock (as hereinafter defined) is traded in the United States on the OTCQB (the “OTCQB”) under the symbol “BSPK.” The Company has one wholly-owned subsidiary, Bespoke Extracts Colorado, LLC (“Bespoke Colorado”).

Originally founded in 1988, Bespoke began operations in the cannabis industry in 2023 upon the acquisition of a state-licensed adult-use marijuana infused products business in Aurora, Colorado. The Company has since begun producing pre-rolled marijuana cigarettes, or “pre-rolls”. Currently, Bespoke owns, manufactures, and distributes a portfolio of cannabis consumer packaged goods brands including Fresh Joints, ~~Box-O-Joints~~Doobskis, DutchBlunts, and Wee Joints, to licensed marijuana dispensaries across Colorado.

Our Corporate History

For information on the history of the Company and the development of the business prior to November, 2021, the month new management was appointed, see the information set forth under the headings “Business – Our Corporate History” in our Form 10-K that was filed with the SEC on April 27, 2023.

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

In furtherance of its expanded strategy, on January 3, 2023, the Company closed on its acquisition of WonderLeaf assets and they are now owned and operated by Bespoke Colorado. Following the success of the Company’s cannabis efforts, the Company has discontinued its CBD efforts.

The Company’s expanded business plan may include the acquisition of related businesses in additional states which allow publicly traded companies to own and operate such businesses. Depending on the markets entered and state regulation, the Company’s plan may also include: asset purchases, management/consulting operating agreements, or similar agreements. The Company plans to use a combination of cash, shares of common or preferred stock, warrants, notes, or other financing vehicles to complete these acquisitions. There is no assurance any required financing for such acquisitions will be available on acceptable terms, or at all, or that we will complete any such acquisitions.

In addition, the acquisition of marijuana related businesses is subject to the approval of government authorities which license and regulate marijuana dispensaries in their applicable jurisdictions. No assurance can be given that any such approvals can be obtained.

WonderLeaf

The Company has developed a plan to potentially acquire and merge, or “roll up” ~~direct~~state ~~plant-touching~~licensed ~~dispensaries, manufacturing facilities, and~~ cannabis ~~cultivation~~ ~~facilities~~assets with a target to be one of the highest quality craft cannabis businesses in Colorado.

Consistent with this strategy, 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”). 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 Purchase Agreement.

In connection with the WonderLeaf Purchase Agreement, Bespoke Colorado entered into a lease agreement (the “Lease”) with WL Holdings, Ltd. (“WL Holdings”). 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. The Company also has an option to purchase the property underlying the lease for $600,000. Effective December 31, 2024, the Lease was amended to provide for a reduced monthly base rent.

On January 3, 2023, the Company closed on its acquisition of WonderLeaf assets and they are now owned and operated by Bespoke Colorado.

Our Business--Overview

Since the change in management and control of the Company that occurred in November 2021, we now primarily operate within the regulated cannabis industry through Bespoke Colorado.

Branded Products

Since January 2023, the Company has offered cannabis products focusing on two primary categories:

	●	Branded Products – We plan to pursue production of brands of pre-rolled joints and other processed marijuana products under newly created brand names. We also plan to explore licensing existing brands from other states and produce them in Colorado. For our branded product segment, we plan to purchase high quality marijuana, process and package the marijuana and re-sell it to licensed dispensaries. To this end, in January 2023, the Company launched Fresh Joints, a branded pre-roll. In 2024, the Company launched Doobskis and Dutch Blunts, both specialty pre-rolls. We are a licensed operator in the recreational adult-use cannabis market in Colorado where we offer, and plan to expand, a portfolio of adult-use brands and products. We plan to expand our portfolio to include new cannabis products and formats. We believe that our expanding portfolio of brands, positions us with the ability to establish a leading position in the adult-use market in Colorado and other US states. Therefore, we are investing in brand building with our retailers, consumers, new product innovation, distribution, trade marketing and cannabis education to drive market share in the adult-use cannabis industry. We are positioned to grow our brand portfolio to specifically meet the needs and preferences of different consumer segments of the adult-use cannabis market. We leverage our selection of strains to offer each consumer segment a different experience through its product and terpene profiles, while also focusing on the highest quality elements for each of these segments as it relates to price, potency and product assortment.
	●	Processing Business- Given our investment in personnel and equipment, we are able to leverage our infrastructure and provide processing services for licensed cultivators and dispensaries. In these arrangements, the company earns a fee for each unit processed and delivered.

Supply, Manufacturing and Logistics

Our management believes that there is a consistent supply of high-quality cannabis available in the state of Colorado. Our management reviews daily price advertisements and quotes and plans out purchases of cannabis on a regular basis based on demand for the Company’s products.

The majority of our licensed cannabis business is processed electronically through a national data platform.

All of our products are tested by state-licensed independent third parties via issuance of a Certificate of Analysis (“COA”), for cannabinoid content and profile, microbiological content, heavy metal content, pesticide content, and residual solvent content. This ensures the consistency and quality of our product line and brand and compliance with state regulations.

Fulfillment of orders from customers is managed either directly by employees of the Company or by state licensed third-party logistics partners.

Federal and State Regulation of Cannabis

Below is a discussion of the federal and state-level regulatory regimes in the jurisdictions where the Company is currently operating through its subsidiary.

Federal illegality of Cannabis

The U.S. federal government regulates drugs through the Controlled Substances Act (21 U.S.C. § 811), which places controlled substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I controlled substance. A Schedule I controlled substance is defined as a substance that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential for abuse. Schedule I controlled substances are federally illegal and the manufacturing, sale and use of cannabis is a violation of federal law.

Due to the conflicting views between state legislatures and the federal government regarding cannabis, cannabis businesses are subject to inconsistent laws and regulations. The Obama Administration attempted to address the inconsistent treatment of cannabis under state and federal law in the Cole Memorandum that Deputy Attorney General James Cole sent to all U.S. Attorneys in August 2013. The Cole Memorandum noted that, in jurisdictions that have enacted laws legalizing cannabis in some form and that have also implemented strong and effective regulatory and enforcement systems to control the cultivation, processing, distribution, sale and possession of cannabis, conduct in compliance with such laws and regulations was not a prosecution or enforcement priority for the Department of Justice.

On January 4, 2018, then U.S. Attorney General Jeff Sessions rescinded the Cole Memorandum. Despite its rescission, as of December 31, 2022, federal prosecutors appear to continue to use the Cole Memorandum’s priorities as an enforcement guide. Attorney General Merrick Garland stated during his congressional testimony in February 2021, that the Justice Department would not pursue cases against Americans complying with laws of the states that have legalized and are regulating marijuana. In October 2022, President Joseph R. Biden, announced that marijuana scheduling under federal law would be reviewed, noting that marijuana is scheduled as more dangerous than fentanyl and methamphetamine, two substances that are driving an overdose epidemic in the country. In October 2022, President Biden also announced a mass pardon of persons who had been convicted of simple marijuana possession under federal law. In December 2022, President Biden signed the Medical Marijuana and Cannabidiol Research Expansion Act into law, which provides for significantly broader opportunities to study cannabis.

As an industry best practice, the Company continues to employ the following policies to ensure compliance with the guidance provided by the Cole Memorandum:

●

Our operations and our subsidiary operations are compliant with all licensing requirements as established by the applicable state, county, municipality, town, township, borough and other political/administrative divisions; to this end, we retain appropriately experienced legal counsel to help ensure compliance of such operations with applicable licensing requirements;

●

The cannabis-related activities adhere to the scope of the licensing obtained;

●

Our operating subsidiaries must pass a range of requirements, adhere to strict business practice standards and be subject to strict regulatory oversight to ensure that no revenue is distributed to criminal enterprises, gangs or cartels;

●

We have implemented an inventory tracking system and necessary procedures to help ensure that such compliance system is effective in tracking inventory and preventing diversion of cannabis or cannabis products;

●

Our state-authorized cannabis business activity is not used as a cover or pretense for trafficking of other illegal drugs, and we are not engaged in any other illegal activity; and

●

We conduct reviews of products and product packaging to ensure that such products and product packaging comply with applicable regulations and contain necessary disclaimers about the contents of the products.

There have been efforts at reforming federal cannabis law. As of December 31, 2023, there were more than a dozen proposed congressional bills addressing myriad regarding the cannabis industry, from banking and tax reform to full legalization. However, none have passed into law.

There does exist a legislative safeguard for the medical cannabis industry, appended to the federal budget bill. For each year since 2015, Congress has adopted a so-called “rider” provision to the Consolidated Appropriations Acts (formerly referred to as the Rohrabacher-Farr Amendment and currently referred to as the Rohrabacher-Blumenauer Amendment) to prevent the federal government from using congressionally appropriated funds to enforce federal law against regulated medical cannabis actors operating in compliance with state and local law. On December 29, 2022, the amendment was renewed as part of the Consolidated Appropriations Acts of 2023, H.R. 2617, which is effective through March 8, 2024.

The sheer size of the cannabis industry, in addition to participation by state and local governments and investors, suggests that a large-scale federal enforcement operation would more than likely create unwanted political backlash for the Department of Justice and the current administration. Regardless, cannabis remains illegal at the federal level. The U.S. federal government has always reserved the right to enforce federal law over the sale and disbursement of medical or adult-use cannabis, even if state law authorizes such sale and disbursement. There is no guarantee that state laws legalizing and regulating the sale and use of cannabis will remain in place or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the United States Congress amends the Controlled Substances Act with respect to cannabis, there is a risk that federal authorities may enforce current U.S. federal law criminalizing cannabis.

We will continue to monitor compliance on an ongoing basis in accordance with our compliance program and standard operating procedures. While our operations are in compliance with all applicable state laws, regulations and licensing requirements, such activities remain illegal under federal law. For the reasons described above and the risks further described in the section entitled “Risk Factors,” there are significant risks associated with our business. Readers of this Form are strongly encouraged to carefully read all of the risk factors contained in Item 1A—“Risk Factors.”

Federal Law and Ability to Access Public and Private Capital

Due to the present state of the laws and regulations governing financial institutions in the U.S., banks often refuse to provide services to businesses involved in the cannabis industry are currently not permitted to list securities on the U.S. securities exchanges. Consequently, it may be difficult for us to obtain financing from large U.S. financial institutions.

We have historically, and continue to have, access to equity and debt financing from non-public (i.e., private placement) markets.

We do not generate adequate cash to fund our operations without raising additional capital through capital raising transactions. Our business plan continues to include growth, in the form of acquisitions and through facility expansion and improvements. Accordingly, we expect to raise additional capital, both in the form of debt and new equity offerings, during the next few years.

However, there can be no assurance that additional financing will be available to us when needed or on terms that are acceptable.

Restricted Access to Banking and Other Financial Services

The United States Department of the Treasury’s Financial Crimes Enforcement Networks, which we refer to as “FinCEN”, issued the FinCEN Memorandum on February 14, 2014, outlining the pathways for financial institutions to back cannabis businesses in compliance with federal enforcement priorities. These guidelines include burdensome due diligence expectations and reporting requirements. The FinCEN Memorandum outlines the pathways for financial institutions to bank state-sanctioned cannabis businesses in compliance with federal enforcement priorities. The FinCEN Memorandum echoed the enforcement priorities of the Cole Memorandum and states that, in some circumstances, it is permissible for banks to provide services to cannabis-related businesses without risking prosecution for violation of federal money laundering laws. Under these guidelines, financial institutions must submit a Suspicious Activity Report in connection with all cannabis-related banking activities by any client of such financial institution, in accordance with federal money laundering laws.

However, the FinCEN Memorandum does not provide any safe harbors or legal defenses from examination or regulatory or criminal enforcement actions by the Department of Justice, FinCEN or other federal regulators for banks and other financial institutions and can be amended or revoked at any time. Thus, most banks and other financial institutions in the United States do not appear comfortable relying on this guidance to provide banking services to the cannabis industry. Banks and/or card networks may also refuse to process debit card payments and credit card companies generally refuse to process credit card payments for cannabis-related businesses. In addition, federal money laundering statutes and regulations under the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, discourage financial institutions from working with any organization that sells a controlled substance, regardless of whether the state in which it operates permits cannabis sales. The inability or limitation on our ability to open or maintain bank accounts, obtain other banking services and/or accept credit card and debit card payments may make it difficult for us to operate and conduct our business as planned or to operate efficiently.

On March 7, 2019, Democratic U.S. representative Ed Perlmutter of Colorado introduced the SAFE Banking Act, which would protect banks and their employees from punishment for providing services to cannabis businesses that are legal on a state level. The bill passed with strong bipartisan support in the House of Representatives on September 25, 2019. The House passed the SAFE Banking Act numerous times since then, but it has not passed in the U.S. Senate. On September 27, 2023, the Senate Banking Committee did pass the SAFER Banking Act on a bipartisan vote of 14-9. While the bill has yet to be brought to the Senate floor, the committee vote represents the first occasion a Senate Committee has successfully passed cannabis banking legislation. The bill faces an uncertain future in the current U.S. House of Representatives. The future passage of the bill is further complicated by the change in party control of, and the narrow majorities in both chambers of, the U.S. Congress. There can be no assurance that the SAFE Banking Act, the SAFER Banking Act, or any similar legislation will be passed as previously proposed or at all.

State Cannabis Law

State laws that permit and regulate the production, distribution and use of cannabis for adult-use or medical purposes are in direct conflict with federal law. Although certain states and territories of the U.S. authorize medical and/or adult-use cannabis production and distribution by licensed or registered entities, under U.S. federal law, the possession, use, cultivation and transfer of cannabis and any related drug paraphernalia are criminal acts under the Controlled Substances Act. Although the Company’s activities are believed to be compliant with applicable state and local laws, strict compliance with state and local laws with respect to cannabis may neither absolve the Company of liability under U.S. federal law, nor may it provide a defense to any federal proceeding that may be brought against the Company.

As of December 31, ~~2023~~2024, 38 40 states, (and the territories of Guam, Puerto Rico, the U.S. Virgin Islands, the Northern Mariana Islands and the District of Columbia), have legalized the cultivation and sale of cannabis for medical purposes. In 2124 of those states, the sale and possession of cannabis is is legal for both medical and adult-use, and the District of Columbia has legalized adult-use but not commercial sale.

Regulatory Environment in States Where We Operate

The risk of federal enforcement and other risks associated with the Company’s business are described in Item 1A—“Risk Factors.”

Regulation of the Cannabis Market at State and Local Level

Colorado

On November 7, 2000, Colorado voters approved Amendment 20, which amended the state constitution to allow the use of marijuana in the state by approved patients with written medical consent.

Amendment 64 passed on November 6, 2012, which amended the state constitution to establish a cannabis program in Colorado and permit the commercial cultivation, manufacture and sale of marijuana to adults 21 years of age or older. The commercial sale of marijuana for adult-use to the general public began on January 1, 2014.

Colorado License and Regulations

In Colorado, cannabis businesses must comply with local licensing requirements in addition to state licensing requirements in order to operate. Colorado localities are allowed to limit or prohibit the operation of marijuana cultivation facilities, product manufacturing facilities or retail stores facilities.

There are three principal license categories in Colorado: (1) cultivation, (2) product manufacturer and (3) medical center/retail store. Each facility is authorized to engage only in the type of activity for which it is licensed.

We hold a product manufacturing license and an Owner Entity license in the State of Colorado. We are also licensed by the county of Aurora.

Regulations for the production and sale of marijuana in Colorado are published through the Marijuana Enforcement Division of the Department of Revenue.

Competition

We believe we possess certain competitive strengths and advantages in the markets in which we plan to operate. Our management team has significant experience in cultivation, processing and retailing of cannabis throughout regulated markets. As we execute on our strategy, we believe this expertise enables us to potentially evaluate, acquire and operate business efficiently.

Industry Knowledge. We continue to create, share and leverage information and experiences with the purpose of creating awareness and identifying opportunities to increase shareholder value. Our management team has business expertise, extensive knowledge of the cannabis industry and closely monitors changes in legislation. We work with partners who enhance the breadth of our industry knowledge.

Regulatory Compliance. The state and local laws regulating the cannabis industry change at a rapid pace. We have resources committed to ensure our operations are in compliance with all state and local laws, policies, guidance and regulations to which we are subject. We apply this compliance knowledge to our customers in order to ensure that they, too, are in full compliance.

In the regulated cannabis industry, we believe we have significant competition from a range of private and public market participants.

In addition, the Company experiences significant competition for its products from illicit operators who are not licensed pursuant to their state’s cannabis laws and regulations. Moreover, markets across the United States have seen the widespread proliferation of psychoactive hemp-based products. Most psychoactive hemp-based products on the market are derived from the chemical conversion of hemp-derived CBD. These products are marketed in a legal gray area due to ambiguities created in the Agriculture Improvement Act of 2018 (the “Farm Bill”) that effectively legalized hemp (cannabis containing less than 0.3% percent THC) on a national level (“Farm Bill compliant hemp products”). These psychoactive hemp-based products, including Farm Bill compliant hemp products, are frequently not manufactured and distributed in the U.S. by state-licensed cannabis processors and dispensaries. Instead, they are being manufactured and distributed by, for example, convenience stores, gas stations, smoke shops, head shops, and the Internet. These products do not appear to be subject to the testing, packaging, labeling, licensing and other requirements applicable to the Company’s products such as seed-to-sale tracking (which makes product recalls possible) and are being sold without state-mandated cannabis excise taxes applied, thus leading to significant price differentials with the Company’s products.

Given the rapid growth of the U.S. regulated cannabis industries, hundreds of companies have entered the respective markets. Consequently, the market is becoming highly competitive and we believe to compete in the market requires ensuring the quality and integrity of product offerings. Certain of our competitors have substantially greater financial, distribution, and marketing resources, as well as greater brand awareness than us, and there can be no assurance we will be able to successfully compete.

Our Headquarters

Our corporate headquarters is located at 12001 E. 33rd Avenue, Unit O, Aurora, CO. Our corporate internet website is www.bespokeextracts.com. The contents of the website are not part of this report.

Employees

As of the date of the filing of this report, we have 108 full-time employees. We offer a comprehensive package of company-sponsored benefits to our employees. Eligibility depends on the full-time or part-time status and other factors, and benefits include participation in a 401(k) retirement savings plan, medical and dental plans, and health insurance. Additionally, we believe in aligned incentives and use our employee stock and incentive plan for a competitive total rewards program.

Item 1A. Risk Factors

An investment in the Company’s common stock involves a high degree of risk. In determining whether to purchase the Company’s common stock, an investor should carefully consider all of the material risks described below, together with the other information contained in this report before making a decision to purchase the Company’s securities. An investor should only consider purchasing the Company’s securities if he or she can afford to suffer the loss of his or her entire investment.

Risk Related to our Business and Industry

We have a history of operating losses, ~~have~~ have a working capital deficit as of December 31, ~~2023~~2024, and we may not achieve or maintain profitability in the future.

As of December 31, ~~2023~~2024, we have an accumulated deficit of $2526,~~366~~404,~~641~~116, a stockholders’ deficit of $12,~~724~~091,~~557~~938, and a working capital deficit of $~~997~~953,~~118~~414. We incurred a net loss of $1,~~482~~037,~~843~~475 for the year ended December 31, ~~2023~~2024. We may never achieve profitability or generate significant revenues.

We will need to raise additional capital, which may not be available.

We anticipate that we will need to raise additional capital to execute our business plan and maintain and expand our operations. Additional capital may not be available to us on acceptable terms, or at all. If we are unable to raise additional capital, our business may be harmed and we may need to curtail or cease operations.

We have a limited operating history that impedes our ability to evaluate our potential future performance and strategy.

Our business strategy may not be successful and we may not successfully address these risks. In the event that we do not successfully address these risks, our business, prospects, financial condition and results of operations may be materially and adversely affected.

Our operating results may fluctuate significantly based on customer acceptance of our products. As a result our period-to-period comparisons of our results of operations are unlikely to provide a good indication of our future performance.

Management expects that we will experience substantial variations in our net sales and operating results from quarter to quarter due to customer acceptance of our products. If customers do not accept our products, our sales and revenue will either fail to materialize or decline, resulting in a reduction in our operating income or possible increase in losses.

If we do not successfully develop and commercialize additional products, we could lose revenue opportunities.

Our future success will depend, in part, on our ability to expand our product offerings. To that end we have engaged in the process of identifying new product opportunities. The processes of identifying and commercializing new products is complex and uncertain, and if we fail to accurately predict customers’ changing needs and preferences, our business could be harmed. We have and may continue to commit significant resources to commercializing new products before knowing whether our investments will result in products the market will accept. Furthermore, we may not execute successfully on commercializing those products because of errors in product planning or timing, technical hurdles that we fail to overcome in a timely fashion, or a lack of appropriate resources. This could result in competitors providing those solutions before we do.

The success of new products will depend on several factors, including proper new product definition, timely completion, and introduction of these products, differentiation of new products from those of our competitors, and market acceptance of these products. There can be no assurance that we will successfully identify additional new product opportunities, develop and bring new products to market in a timely manner, or achieve market acceptance of our products or that products developed by others will not render our products obsolete or noncompetitive.

We may have difficulties managing our Company’s growth, which could lead to higher operating losses, or we may not grow at all.

If we succeed in growing our business, such growth could strain our human and capital resources, potentially leading to higher operating losses. Our ability to manage operations and control growth will be dependent upon our ability to raise and spend capital to successfully attract, train, motivate, retain and manage new employees and continue to update and improve our management and operational systems, infrastructure and other resources, financial and management controls, and reporting systems and procedures. Should we be unsuccessful in accomplishing any of these essential aspects of our growth in an efficient and timely manner, then management may receive inadequate information necessary to manage our operations, possibly causing additional expenditures and inefficient use of existing human and capital resources or we otherwise may be forced to grow at a slower pace that could slow or eliminate our ability to achieve and sustain profitability. Such slower than expected growth may require us to restrict or cease our operations and go out of business.

Loss of our chief executive officer or president could limit our growth and negatively impact our operations.

We depend upon our chief executive officer, Michael Feinsod, and our president, Hunter Garth to a substantial extent. The loss of Mr. Feinsod or Mr. Garth could have a material adverse effect on our business, results of operations or financial condition.

We will be required to attract and retain top quality talent to compete in the marketplace.

We believe our future growth and success will depend in part on our ability to attract and retain highly skilled managerial, product development, sales and marketing, and finance personnel. We may not succeed in attracting and retaining such personnel. Shortages in qualified personnel could limit our ability to increase sales of existing products and services and launch new product and service offerings.

Our inability to effectively protect our intellectual property would adversely affect our ability to compete effectively, our revenue, our financial condition, and our results of operations.

We may be unable to obtain intellectual property rights to effectively protect our branding, products, and other intangible assets. Our ability to compete effectively may be affected by the nature and breadth of our intellectual property rights. If we are unable to secure intellectual property rights to effectively protect our branding, products, and other intangible assets, our revenue and earnings, financial condition, or results of operations could be adversely affected.

Our industry is highly competitive, and we have less capital and resources than many of our competitors, which may give them an advantage in developing and marketing products similar to ours or make our products obsolete.

We are involved in a highly competitive industry where we compete with various other nutraceutical companies which offer products similar to the products we sell. These competitors may have far greater resources than we do, giving our competitors an advantage in developing and marketing products similar to ours or products that make our products obsolete. We may be unable to successfully compete against these other manufacturers.

The COVID-19 pandemic may negatively affect our business.

The COVID-19 pandemic is having widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices. The continuing impacts of COVID-19 are highly unpredictable and could be significant, and may have an adverse effect on our business, operations and our future financial performance, including by causing delays and constraints in manufacturing and shipping of our products.

We may be subject to the risks associated with future acquisitions , which may increase our capital requirements, dilute our shareholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks.

As part of our overall business strategy, the Company may pursue select strategic acquisitions.

Although the Company will assess the risks inherent in a particular target business which it may acquire, this assessment may not result in the identification of all risks that a target business may encounter. Furthermore, some of those risks may be outside of the Company’s control, meaning that the Company can do nothing to control or reduce the chances that those risks will adversely impact a target business.

Any such future acquisitions, if completed, may expose the Company to additional potential risks, including risks associated with:

●

increased operating expenses and cash requirements;

●

the assumption of additional indebtedness or contingent liabilities;

●

the issuance of our equity securities;

●

assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new personnel;

●

the diversion of our management’s attention from our existing product programs and initiatives in pursuing such a strategic merger or acquisition;

●

retention of key employees, the loss of key personnel and uncertainties in our ability to maintain key business relationships; and

●

risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing products and our inability to generate revenue from acquired products sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.

Cannabis remains illegal under federal law.

Despite the development of a cannabis industry legal under state laws, state laws legalizing medicinal and recreational adult cannabis use are in conflict with the federal Controlled Substances Act, which classifies cannabis as a Schedule I controlled substance and makes cannabis use and possession illegal on a national level. The United States Supreme Court has ruled that it is the federal government that has the right to regulate and criminalize cannabis, even for medical purposes, and thus federal law criminalizing the use of cannabis preempts state laws that legalize its use.

A prior U.S. administration attempted to address the inconsistent treatment of cannabis under state and federal law in the Cole Memorandum which Deputy Attorney General James Cole sent to all U.S. Attorneys in August 2013 that outlined certain priorities for the Department of Justice (“DOJ”) relating to the prosecution of cannabis offenses. The Cole Memorandum provided that enforcing federal cannabis laws and regulations in jurisdictions that have enacted laws legalizing cannabis in some form and that have also implemented strong and effective regulatory and enforcement systems to control the cultivation, processing, distribution, sale and possession of cannabis conduct in compliance with those laws and regulations was not a priority for the DOJ. The DOJ did not provide (and has not provided since) specific guidelines for what regulatory and enforcement systems would be deemed sufficient under the Cole Memorandum. On January 4, 2018, U.S. Attorney General Jeff Sessions formally issued the Sessions Memorandum, which rescinded the Cole Memorandum effective upon its issuance. The Sessions Memorandum stated, in part, that current law reflects “Congress’ determination that cannabis is a dangerous drug and cannabis activity is a serious crime”, and Mr. Sessions directed all U.S. Attorneys to enforce the laws enacted by Congress and to follow well-established principles when pursuing prosecutions related to cannabis activities.. It is not yet known whether the Department of Justice under President Biden and Attorney General Garland, will re-adopt the Cole Memorandum or announce a substantive marijuana enforcement policy. Attorney General Garland indicated at a confirmation hearing before the United States Senate that it did not seem to him to be a useful use of limited resources to pursue prosecutions in states that have legalized and that are regulating the use of marijuana, either medically or otherwise. There can be no assurance that the federal government will not enforce federal laws relating to cannabis in the future. The uncertainty of federal enforcement practices going forward and the inconsistency between federal and state laws and regulations presents major risks for our business and operations. Any such change in the federal government’s enforcement of federal laws could cause significant financial damage to us and our stockholders.

Under federal law, and more specifically the federal Controlled Substances Act, the possession, use, cultivation and transfer of cannabis is illegal. It is also federally illegal to advertise the sale of cannabis, or to sell paraphernalia designed or intended primarily for use with cannabis, unless the paraphernalia is authorized by federal, state, or local law. Our business involves the cultivation, production and sale of cannabis and cannabis products, and, therefore, violates federal law. Further, we provide services to customers that are engaged in the business of possession, use, cultivation and/or transfer of cannabis. As a result, law enforcement authorities, in their attempt to regulate the illegal use of cannabis, may seek to bring an action or actions against us, including, but not limited to, a claim of aiding and abetting another’s criminal activities. The federal aiding and abetting statute provides that anyone who “commits an offense against the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable as a principal.” 18 U.S.C. §2(a). As a result of such an action, we may be forced to cease operations and our investors could lose their entire investment. Such an action would have a material negative effect on our business and operations.

If the Federal Government were to change its enforcement practices, or were to expend its resources enforcing existing federal laws on those involved in the cannabis industry, such action could have a materially adverse effect on our operations, our customers or the sales of our products up to and including a complete cessation of our business.

It is possible that additional federal or state legislation could be enacted in the future that would prohibit us or our clients from selling cannabis, and if such legislation were enacted, the demand for our products and services, and those of our clients, likely would decrease, causing revenues to decline. Further, additional government disruption in the cannabis industry could cause potential customers and users to be reluctant to use our products and services, which would be detrimental to us. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

Our business is dependent on state laws pertaining to the cannabis industry.

The federal Controlled Substances Act classifies cannabis as a Schedule I controlled substance and makes cannabis use and possession illegal on a national level. The U.S. Supreme Court has ruled that it is the federal government that has the right to regulate and criminalize cannabis, even for medical purposes, and thus federal law criminalizing the use of cannabis preempts state laws that legalize its use. While there appears to be ample public support for favorable legislative action to legalize cannabis use and possession, numerous factors may impact or negatively affect the legislative process(s) within the various states we have or may in the future have business interests in. Any one of these factors could slow or halt use of cannabis, which would negatively impact our business.

The voters or legislatures of states in which cannabis has already been legalized could potentially repeal applicable laws which permit the operation of both medical and retail cannabis businesses. These actions might force businesses, including our own and those of our clients, to cease operations in one or more states entirely.

We are required to comply concurrently with federal, state and local laws in each jurisdiction where we operate or to which we sell our products.

Various federal, state and local laws, regulations and guidelines govern our business in the jurisdictions in which we operate or propose to operate, or to which we export or propose to sell our products, including laws and regulations relating to health and safety, conduct of operations and the production, management, transportation, storage and disposal of our products and of certain material used in our operations. Compliance with each set of these laws, regulations and guidelines requires concurrent compliance with other complex federal, state and local laws, regulations and guidelines. These laws, regulations and guidelines change frequently and may be difficult to interpret and apply. Compliance with these laws, regulations and guidelines requires the investment of significant financial and managerial resources, and a determination that we are not in compliance with these laws, regulations and guidelines could harm our reputation and brand image and have a material adverse effect on our prospects, business, financial condition and results of operations. Moreover, it is impossible for us to predict the cost or effect of such laws, regulations or guidelines upon our future operations. Changes to these laws, regulations and guidelines could negatively affect our competitive position within our industry and the markets in which we operate, and there is no assurance that various levels of government in the jurisdictions in which we operate will not pass legislation or regulation or issue guidelines that adversely impacts our business.

Our business is subject to a variety of U.S. laws, many of which are unsettled and still developing, and which could subject us to claims or otherwise harm our business.

We are subject to a variety of state and federal laws in the United States. In the United Stated, despite cannabis having been legalized for medical use in many states, and for adult recreational use in a number of states, cannabis meeting the definition of “marijuana” continues to be categorized as a Schedule I controlled substance under the federal Controlled Substances Act. Following the passage of HB19-1090 in Colorado, we have elected to move into plant-touching operations in addition to non-plant-touching operations. As a public company involved in direct plant-touching activities, we may face additional scrutiny from the U.S. federal government or other regulatory agencies. Such scrutiny, and any investigation of our operations related to plant-touching activities, could have a material adverse impact on our prospects, business, financial condition and results of operations.

We are or will be subject to risks related to unsafe concentration of heavy metals and other contaminants in our cannabis and nutrient products, and associated inconsistent treatment under state law.

Cannabis plants may absorb heavy metals and other contaminants from the soil that they grow in. Nutrient products are made from ingredients that may contain heavy metals and other contaminants. Heavy metals and contaminants are naturally found in the earth’s crust but may also be present as a result of, for example, pesticide use. Some contaminants, like heavy metals, are toxic to humans at even low concentrations. If our raw materials contain contaminants, they may transfer to our products. If the level of contaminants in our products exceeds permissible or safe levels, it may result in loss of inventory and possible harm to consumers of the products, which may expose us, among other things, to monetary losses, product liability claims and reputational risk.

In addition, state regulation of testing for, and permissible levels of, contaminants in cannabis products varies, making compliance difficult and costly.

Newly Established and Developing Legal Regimes

Our business activities rely on newly established and/or developing laws and regulations in the states in which we operate. These laws and regulations are rapidly evolving and subject to change with minimal notice. Regulatory changes may adversely affect our profitability or cause us to cease operations entirely. The cannabis industry may come under further scrutiny by the Food and Drug Administration, the SEC, the Department of Justice, the Financial Industry Regulatory Advisory and other regulatory authorities that supervise or regulate the production, distribution, sale and use of cannabis for medical and nonmedical purposes in the United States. It is impossible to determine the extent of the impact of new laws, regulations or initiatives that may be proposed. The regulatory uncertainty surrounding the industry may adversely affect our business and operations, including without limitation, the costs to remain compliant with applicable laws and the impairment of our business or the ability to raise additional capital.

Federal Regulation of Hemp-Based CBD & THC

Hemp products, including psychoactive hemp-derived products, are subject to state and federal regulation in respect to the production, distribution and sale of products intended for human ingestion or topical application. Hemp is categorized as Cannabis sativa L., a subspecies of the cannabis genus. Numerous unique, chemical compounds are extractable from hemp, including CBD, THC and its various isomers (e.g., delta-8 THC, delta-9 THC, delta-10 THC, etc.), and other cannabinoids such as THC-A and THC-O (collectively, “THC Variants”). Hemp, as defined in the Farm Bill, is distinguishable from cannabis, which also comes from the Cannabis sativa L. subspecies, by its absence of more than trace amounts (0.3% or less) of the psychoactive compound Delta-9 THC.

As a result of the Farm Bill, federal law dictates that CBD and THC Variants derived from hemp are not controlled substances; however, products derived from hemp may still be considered a controlled substance under applicable state law. Individual states take varying approaches to regulating the production and sale of hemp and hemp-derived CBD and THC Variants. Some states explicitly authorize and regulate the production and sale of hemp-derived CBD and THC Variants or otherwise provide legal protection for authorized individuals to engage in commercial hemp activities. Other states, however, maintain laws that do not distinguish between cannabis and hemp and/or hemp-derived CBD or THC Variants which results in hemp being classified as a controlled substance under certain state laws.

In addition, the Farm Bill preserves the authority and jurisdiction of the U.S. Food and Drug Administration under the Food Drug & Cosmetic Act (the “FD&C Act”) to regulate the manufacture, marketing, and sale of food, drugs, dietary supplements, and cosmetics, including products that contain hemp extracts and derivatives, such as CBD and THC Variants. The Food and Drug Administration has not evaluated or approved CBD or THC Variants, and therefore does not consider them to be GRAS (Generally Recognized as Safe) for use in foods. The Food and Drug Administration has also found that because CBD and THC are in certain drugs approved by Food and Drug Administration, they cannot be used in foods or dietary supplements. Accordingly, per the Food and Drug Administration, foods and dietary supplements containing CBD and THC Variants do not comply with the FD&C Act. Food and Drug Administration enforcement of its position has thus far been minimal and limited to sending warning letters to a relatively small number of companies.

We will be subject to risks inherent in an agricultural business, including the risk of crop failure.

We will be in the cannabis industry, which is an agricultural process. As such, our business will be subject to the risks inherent in the agricultural business, including risks of crop failure presented by weather, insects, plant diseases and similar agricultural risks that might affect us or our clients.

The cannabis industry and market are relatively new in the United States, and this industry and market may not continue to exist or develop as anticipated or we may ultimately be unable to succeed in this industry and market.

The cannabis industry and market are relatively new, and our success depends on our ability to operate our business successfully and attract and retain clients. In addition to being subject to general business risks applicable to a business involving an agricultural product and a regulated consumer product, we need to continue to build brand awareness of our brand in the cannabis industry and make significant investments in our business strategy and production capacity. These investments include introducing new products and services into the markets in which we operate, adopting quality assurance protocols and procedures and undertaking regulatory compliance efforts. These activities may not promote our business as effectively as intended, or at all, and we expect that our competitors will undertake similar investments to compete with us for market share. Competitive conditions, consumer preferences and spending patterns in this industry and market are relatively unknown and may have unique characteristics that differ from other existing industries and markets and that may cause our efforts to further our business to be unsuccessful or to have undesired consequences. As a result, we may not be successful in our efforts to operate our business or attract and retain clients or to develop new products and services and produce and distribute these products and services to the markets in which we operate or to which we export in time to be effectively commercialized, or these activities may require significantly more resources than we currently anticipate in order to be successful.

We, or the cannabis industry more generally, may receive unfavorable publicity or become subject to negative consumer or investor perception.

We believe that the cannabis industry is highly dependent upon positive consumer and investor perception regarding the benefits, safety, efficacy and quality of the cannabis distributed to consumers. The perception of the cannabis industry and cannabis products, currently and in the future, may be significantly influenced by scientific research or findings, regulatory investigations, litigation, political statements, media attention and other publicity (whether or not accurate or with merit) both in the United States and in other countries relating to the consumption of cannabis products, including unexpected safety or efficacy concerns arising with respect to cannabis products or the activities of industry participants. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the cannabis market or any particular cannabis product or will be consistent with earlier publicity. Adverse future scientific research reports, findings and regulatory proceedings that are, or litigation, media attention or other publicity that is, perceived as less favorable than, or that questions, earlier research reports, findings or publicity (whether or not accurate or with merit) could result in a significant reduction in the demand for our cannabis products or those of our clients, which would affect our business. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of cannabis or our products specifically, or associating the consumption of cannabis with illness or other negative effects or events, could adversely affect us. This adverse publicity could arise even if the adverse effects associated with cannabis products resulted from consumers’ failure to use such products legally, appropriately or as directed.

Certain events or developments in the cannabis industry more generally may impact our reputation.

Damage to our reputation can result from the actual or perceived occurrence of any number of events, including any negative publicity, whether true or not. As we anticipate becoming a producer and distributor of cannabis, which is a controlled substance in the United States that has previously been commonly associated with various other narcotics, violence and criminal activities, there is a risk that our business might attract negative publicity. There is also a risk that the actions of other companies and service providers in the cannabis industry may negatively affect the reputation of the industry as a whole and thereby negatively impact our reputation. The increased usage of social media and other web-based tools used to generate, publish and discuss user generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share negative opinions and views in regards to our activities and the cannabis industry in general, whether true or not. We do not ultimately have direct control over how we or the cannabis industry is perceived by others. Reputational issues may result in decreased investor confidence, increased challenges in developing and maintaining community relations and present an impediment to our overall ability to advance our business strategy and realize on our growth prospects.

The cannabis industry could face strong opposition from other industries.

We believe that established businesses in other industries may have a strong economic interest in opposing the development of the cannabis industry. Cannabis may be seen by companies in other industries as an attractive alternative to their products, including recreational cannabis as an alternative to alcohol and medical cannabis as an alternative to various commercial pharmaceuticals. Many industries that could view the emerging cannabis industry as an economic threat are well established, with vast economic and federal and state lobbying resources. It is possible that companies within these industries could use their resources to attempt to slow or reverse legislation legalizing cannabis. Any inroads these companies make in halting or impeding legislative initiatives that would not be beneficial to the cannabis industry could have a detrimental impact on our business or our clients’ business and, in turn, on our operations.

Businesses involved in the cannabis industry, and investments in such businesses, are subject to a variety of laws and regulations related to money laundering, financial recordkeeping and proceeds of crimes.

Investments in the U.S. cannabis industry are subject to a variety of laws and regulations that involve money laundering, financial recordkeeping and proceeds of crime, including the Bank Secrecy Act, as amended by the USA Patriot Act, other anti-money laundering laws, and any related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities in the United States. In February 2014, the Financial Crimes Enforcement Network (“FinCEN”) of the Treasury Department issued a memorandum (the “FinCEN Memo”) providing guidance to banks seeking to provide services to cannabis-related businesses. The FinCEN Memo outlines circumstances under which banks may provide services to cannabis-related businesses without risking prosecution for violation of U.S. federal money laundering laws. It refers to supplementary guidance that Deputy Attorney General Cole issued to U.S. federal prosecutors relating to the prosecution of U.S. money laundering offenses predicated on cannabis-related violations of the federal Controlled Substances Act and outlines extensive due diligence and reporting requirements, which most banks have viewed as onerous. The FinCEN Memo currently remains in place, but it is unclear at this time whether the current administration will continue to follow the guidelines of the FinCEN Memo. Such requirements could negatively affect our ability and the ability of our clients to establish and maintain banking connections.

We may be unable to seek the protection of the bankruptcy courts.

There is an argument that the federal bankruptcy courts cannot provide relief for parties who engage in cannabis or cannabis-related businesses. Recent bankruptcy rulings have denied bankruptcies for cannabis dispensaries upon the justification that businesses cannot violate federal law and then claim the benefits of federal bankruptcy for the same activity and upon the justification that courts cannot ask a bankruptcy trustee to take possession of, and distribute cannabis assets as such action would violate the federal Controlled Substances Act. Therefore, due to our cannabis-related business, we may not be able to seek the protection of the bankruptcy courts and this could materially affect our financial performance and/or our ability to obtain or maintain credit.

Risks Related to our Common Stock

There is a limited trading market for our common stock, and investors may find it difficult to buy and sell our shares.

Our common stock is not listed on any national securities exchange. Accordingly, investors may find it more difficult to buy and sell our shares than if our common stock was traded on an exchange. Although our common stock is quoted on the OTCQB, it is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than the Nasdaq Capital Market or other national securities exchange. Further, any significant trading volume in our common stock may not be sustained. These factors may have an adverse impact on the trading and price of our common stock.

The market price of our common stock is, and is likely to continue to be, highly volatile and subject to wide fluctuations.

The market price of our common stock is highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including:

●

variations in our quarterly operating results;

●

announcements that our revenue or income are below analysts’ expectations;

●

general economic slowdowns;

●

sales of large blocks of our common stock; and

●

announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments.

Our common stock is considered a “penny stock” and is subject to additional sale and trading regulations that may make it more difficult to buy or sell.

Our common stock is considered a “penny stock” and securities broker-dealers participating in sales of our common stock are subject to the “penny stock” regulations set forth in Rules 15g-2 through 15g-9 promulgated under the Exchange Act. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

We do not intend to pay dividends on our common stock for the foreseeable future.

We have paid no dividends on our common stock to date and we do not anticipate paying any dividends to holders of our common stock in the foreseeable future. While our future dividend policy will be based on the operating results and capital needs of the business, we currently anticipate that we will retain any earnings to finance our future expansion and for the implementation of our business plan. A lack of a dividend can further affect the market value of our common stock and could significantly affect the value of any investment in the Company.

Our chief executive officer beneficially owns the majority of the voting power of our shareholders.

As the managing member of the holder of our outstanding share of Series C Preferred Stock, our chief executive officer, Michael Feinsod, has 51% of the voting power of the Company’s shareholders. As a result, Mr. Feinsod has the ability to control all matters submitted to shareholders, and his interests may differ from those of other shareholders.

Additional stock offerings in the future may dilute then-existing shareholders’ percentage ownership of the Company.

Given our plans and expectations that we will need additional capital and personnel, we anticipate that will need to issue additional shares of common stock or securities convertible or exercisable for shares of common stock, which may include including convertible notes, preferred stock, stock options or warrants. The issuance of additional securities in the future will dilute the percentage ownership of then-current stockholders.

We are subject to increased costs as a result of being a public company

As a public company in the United States, we are subject to the reporting requirements, rules and regulations under the applicable securities laws and rules of stock exchanges on which the Company’s securities may be listed. The requirements of existing and potential future rules and regulations will increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming or costly and may place undue strain on our personnel, systems and resources, which could adversely affect our business, financial condition and results of operations.

We face costs of maintaining a public listing.

As a public company, there are costs associated with legal, accounting and other expenses related to regulatory compliance. Securities legislation and the rules and policies of the te OTC require companies to, among other things, adopt corporate governance and related practices, and to continuously prepare and disclose material information, all of which add to a company’s legal and financial compliance costs. We may also elect to devote greater resources than it otherwise would have on communication and other activities typically considered important by publicly traded companies.

The rights of the holders of common stock may be impaired by the potential issuance of preferred stock.

Our board of directors has the right, without stockholder approval, to issue preferred stock with voting, dividend, conversion, liquidation or other rights which could adversely affect the voting power and equity interest of the holders of common stock, which could be issued with the right to more than one vote per share, and could be utilized as a method of discouraging, delaying or preventing a change of control. The possible negative impact on takeover attempts could adversely affect the price of our common stock.

Failure to achieve and maintain internal controls in accordance with Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and stock price.

Our management has determined that we do not have effective disclosure controls and procedures, or internal control over financial reporting as of December 31, 2022. Effective internal controls are necessary for us to produce reliable financial reports and are important in the prevention of financial fraud. If we cannot produce reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and there could be a material adverse effect on our stock price.

Item 1B. Unresolved Staff Comments.

Not required for a smaller reporting company.

Item 1C. Cybersecurity

Cybersecurity Risk Management

The Company has processes for assessing, identifying, and managing material risks from cybersecurity threats. These processes are integrated into the Company’s overall risk management systems. These processes also include overseeing and identifying risks from cybersecurity threats associated with the use of third-party service providers. The Company has established monitoring procedures in its effort to mitigate risks related to data breaches or other security incidents originating from third parties.

Governance

As part of our enterprise risk management program, the Board of Directors (the “Board”) evaluates risks associated with cybersecurity threats on a regular basis. The Board and receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been resolved.

Through ongoing communications with these teams, the senior management team monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time and report such threats and incidents to the Board when appropriate.

During the year ended December 31, ~~2023~~2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite the capabilities, processes, and other security measures we employ that we believe are designed to detect, reduce, and mitigate the risk of cybersecurity incidents, we may not be aware of all vulnerabilities or might not accurately assess the risks of incidents, and such preventative measures cannot provide absolute security and may not be sufficient in all circumstances or mitigate all potential risks.

Item 2. Properties.

We maintain our principal office at 12001 E. 33rd Avenue, Unit O, Aurora, CO., under a 5-year lease that commenced December 2021 (with an option to renew for an additional five-year term). Monthly rent started at $6,000. We believe that our existing facilities are suitable and adequate to meet our current business requirements. The lease contains an option to purchase the property for $600,000. Effective December 31, 2024, we entered amended the lease to provide for monthly rent of $4,000 through the term of the lease.

Item 3. Legal Proceedings.

We are not party to, and our property is not the subject of, any material legal proceedings.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Period	Low Trading Price		High Trading Price		Volume
Year Ended December 31, 2024
First Quarter (March 31, 2024)	$	0.02	$	1.00		571,169
Second Quarter (June 30, 2024)	$	0.05	$	0.16		240,914
Third Quarter (September 30, 2024)	$	0.03	$	0.13		140,203
Fourth Quarter (December 31, 2024)	$	0.06	$	0.24		84,881
Year Ended December 31, 2023
First Quarter (March 31, 2023)	$	0.14	$	0.27		496,613
Second Quarter (June 30, 2023)	$	0.05	$	0.38		1,079,501
Third Quarter (September 30, 2023)	$	0.07	$	0.20		212,612
Fourth Quarter (December 31, 2023)	$	0.03	$	0.20		763,472
Year Ended December 31, 2022
First Quarter (March 31, 2022)	$	0.81	$	1.40		93,117
Second Quarter (June 30, 2022)	$	0.54	$	1.20		46,511
Third Quarter (September 30, 2022)	$	0.23	$	1.12		175,778
Fourth Quarter (December 31, 2022)	$	0.12	$	0.53		120,006

Notes:

(1)

Source: OTCIQ

(2)

Any over-the-counter market quotations for our common stock on the OTCQB reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Holders

As of ~~January~~March 2524, ~~2024~~2025, there were approximately 1,440 holders of record of our common stock, which excludes those stockholders holding stock in street name.

Dividend Policy

We have not declared or paid cash dividends on our common stock in the past, and we do not anticipate that we will pay cash dividends our common stock in the foreseeable future.

Equity Compensation Plans

For more information on equity compensation plans, see Item 12 of Part III of the Annual Report.

Repurchases of Equity Securities

None.

Securities authorized for issuance under equity compensation plans

The following table provides equity compensation plan information as of December 31, 2023:

Plan category

Number of securities to be issued upon exercise of outstanding options (a)

Weighted- average exercise price of outstanding options (b)

Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Equity compensation plan’s approved by security holders

Equity compensation plans not approved by security holders

1,~~246~~565,~~341~~342

2.67

5,~~420~~101,~~326~~325

Total

1,~~246~~565,~~341~~342

2.67

5,~~420~~101,~~326~~325

Recent Sales of Equity Securities

None.

Item 6. [Reserved.]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion should be read in conjunction with our financial statements and the related notes included in Item 8 of this Form 10-K. This discussion contains forward-looking statements. Please see the explanatory note concerning “Forward-Looking Statements” in Part I of this Annual Report on Form 10-K and Item 1A. Risk Factors for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

Overview

We ~~sell a~~ produce and sell a line of high quality pre-rolled marijuana joints. We also provide processing services associated with the production of joints for third parties.

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. As of June 2023, the Company no longer operates within the CBD space.

On December 2, 2021, Bespoke Colorado, a newly formed wholly-owned subsidiary of the Company entered into an asset purchase agreement with WonderLeaf, and on December 7, 2021, Bespoke Colorado and WonderLeaf entered into an amendment to such asset purchase agreement (as amended, the “WonderLeaf Purchase Agreement”). Pursuant to the Wonderleaf Purchase Agreement, Bespoke Colorado agreed to purchase from WonderLeaf, and WonderLeaf agreed to sell to Bespoke Colorado, certain assets of WonderLeaf, including a license to manufacture marijuana-infused products, existing inventory, and extraction equipment and ancillary items, all as further set forth in the Wonderleaf Purchase Agreement, for a purchase price of $225,000, to be paid in shares of common stock of the Company (including 55,555 shares issuable, and to be held in escrow, upon execution of the WonderLeaf Purchase Agreement, and an additional $150,000 of common stock that will be valued based on the volume weighted average price of the common stock, subject to a floor of $0.90 per share and a ceiling of $1.80 per share), provided that, the purchase price for the inventory will be 90% of the wholesale value of the regulated marijuana portion of the inventory and the packaging corresponding thereto set forth on the inventory accounting statement to be prepared pursuant to the Wonderleaf Purchase Agreement. The transaction closed on January 3, 2023.

	For the year ended			For the year ended
	For the Years Ended December 31,
	December 31,			December 31,
	2024			2023
	2023			2022
Sales	$	1,117,452		$	785,453
Sales	$	785,453		$	3,407
Cost of products sold		664,517			442,289
Cost of products sold		442,289			1,149
Gross Profit		452,935			343,164
Gross Profit		343,164			2,258
Operating expenses:
Selling, general and administrative expenses		1,~~528~~279,~~815~~361			31,~~742~~586,~~275~~666
Professional fees		~~192~~97,~~476~~532			~~155~~192,~~888~~476
Consulting		3670,~~000~~670			~~124~~36,~~750~~000
Total operating expenses		1,~~754~~447,~~291~~563			41,~~022~~815,~~913~~142
Loss from operations		(1994,~~471,978~~628	)		(41,~~020~~471,~~655~~978	)
Other income / (expenses)
Interest income		(10,865	)		931
Gain on rent forgiveness		17,226
Interest expense		-(60,073	)		~~197~~(10,865	)
Earnout expense		-			(15,000	)
Total other (expense) / income		(42,847	)		(10,865	)
Reserve for notes receivable to Wonderleaf		-			(45,931	)
Loss before income tax		(1,037,475	)		(1,482,843	)
Reserve for advances to Wonderleaf		-			(35,769	)
Total other (expense) / income		(10,865	)		(95,572	)
Loss before income tax		(1,482,843	)		(4,116,227	)
Provision for income tax		-			-
Net Loss	$	(1,~~483~~037,~~843~~475	)	$	(41,~~116~~482,~~227~~843	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted		10,~~168~~528,~~552~~083			910,~~367~~168,~~458~~552
NET LOSS PER COMMON SHARE OUTSTANDING
Basic and Diluted	$	(0.1510	)	$	(0.4415	)

Results of Operations for the years ended ~~December~~ December 31, ~~2023~~2024 and December 31, ~~2022~~2023

Sales

Sales during the year ended December 31, ~~2023~~2024 were $~~785~~1,~~453~~117,452 compared to $3785,~~407~~453 for the year ended December 31, ~~2022~~2023. The increase in sales was primarily a result of sales of Fresh Joints and related services.

Cost of Goods Sold

For the year ended December 31, 2024, the cost of goods sold (COGS) rose to $664,517, representing approximately 59% of sales, up from $442,289, or about 56% of sales, in 2023. This increase in the COGS-to-sales ratio reflects higher packaging and input costs for the company’s products. The overall rise in COGS was driven by increased prices for raw materials, packaging, and labor, particularly in the production of pre-rolled joints

Operating Expenses

Selling, general and administrative expenses for the year ended December 31, ~~2023~~2024 and December 31, ~~2022~~2023 were $1,~~586~~279,~~666~~361 and $31,~~742~~586,~~275~~666, respectively. The decrease was mainly attributable to stock-based compensation of $2268,~~995,500~~193 during the year ended December 31, ~~2022~~2024 compared to $380,382 during the year ended December 31, 2023 and increase in salaries, partially offset by reduced marketing expenses. Professional fees were $~~192~~97,~~476~~532 and $~~155~~192,~~888~~476, respectively for the year ended December 31, ~~2023~~2024 and December 31, ~~2022~~2023. The ~~increase~~decrease in expenses was due to ~~increased~~decreased legal and accounting fees associated with the ~~pending~~ WonderLeaf, LLC acquisition. Consulting expense was $3670,~~000~~670 and $~~124~~36,~~750~~000, for the year ended December 31, ~~2023~~ 2024 and December 31, ~~2022~~2023, respectively. The ~~decrease~~increase was primarily due to ~~reduction~~increased in consulting expenses for sales and marketing ~~during~~ during the year ended December 31, ~~2022~~2024.

Other Income

During the year ended December 31, ~~2023~~2024 there was $~~0 associated with~~17,226associated ~~interest~~with ~~income~~gain on ~~the~~rent ~~note receivable from WonderLeaf compared to interest income of $931 for the year ended December 31, 2022~~payable. During the year ended December 31, ~~2023~~2024 there was $1060,~~865~~073 of interest expense compared to interest expense of $~~197~~10,865 for the year ended December ~~31,~~ ~~2022. During the year ended December~~ 31, ~~2022~~2023 ~~there~~as ~~was~~a ~~$15,000~~result of ~~earnout~~additional ~~expense~~loans ~~associated~~during ~~with inventory earnout agreement. During~~ the year ended December 31, ~~2022 the Company recorded an reserve for notes of $45,931 and advances of $35,769~~2024.

Net Loss

For the reasons stated above, our net loss for the year ended December 31, ~~2023~~2024 was $1,~~482~~037,~~843~~475, or $0.1510 per share, compared to a net loss for the year ended December 31, ~~2022~~2023 of $41,~~116~~482,~~227~~843, or $0.4415 per share

Liquidity and Capital Resources

As of December 31, ~~2023~~2024, we had cash of $660,~~607.~~305 Net cash used in operating activities for the year ended December 31, ~~2023~~2024 was $~~415~~289,~~198~~802. Our current liabilities as of December 31, ~~2023~~2024 were $1,~~078~~118,~~957~~671 and consisted of accounts payable and accrued liabilities of $~~961~~958,~~255~~276, and current portion of lease liability of $~~64,330~~73.523and ~~and~~ advance related party of $5366,~~372~~872 and a $20,000 Note Payable. As of December 31, ~~2022~~2023, we had cash of $246,~~433~~607. Net cash used in operating activities for the year ended December 31, ~~2022~~2023 was $~~798~~415,~~067~~198. Our current liabilities as of December 31, ~~2022~~2023 were $~~865~~1,~~648~~078,957 and consisted of accounts payable and accrued liabilities of $~~295~~961,~~818~~255, ~~notes~~and ~~payable-~~current ~~related~~portion ~~party~~ of ~~$415,500,~~lease anliability ~~inventory earn-out~~ of $9064,~~000~~330 and ~~current~~advance ~~portion~~related ofparty ~~lease liability~~ of $6453,~~330~~372.

During the year ended December 31, ~~2023~~2024 ~~and 2022,~~ the Company ~~repaid $0~~borrowed ~~and~~an additional $213,500, ~~respectively of a note payable~~ from a related party, ~~and~~$25,000 ~~borrowed~~note anpayable, ~~additional~~secured notes payable of $~~434~~310,000 anand repaid $~~415~~5,~~500,~~000 ~~respectively~~of a note payable. InDuring ~~addition~~the year ended December 31, 2023 the Company ~~raised~~borrowed aan ~~total~~additional of $053,372 from a related party and repaid $~~344~~90,~~450,~~000 ~~respectively~~owed ~~from~~for ~~the~~an ~~sale~~inventory ofearnout ~~common~~in ~~stock~~addition ~~and~~the ~~warrants~~Company ~~during~~borrowed ~~the~~an ~~years~~additional ~~ended December 31~~$434,000 ~~2023~~in ~~and~~a ~~2022~~Note payable from a related party.

The 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 year ended December 31, ~~2023~~2024 and the year ended December 31, ~~2022~~2023 and had a working capital deficit at December 31, ~~2023~~2024 and ~~2022~~2023. This raises substantial doubt about our ability to continue as a going concern for the next 12 months.

We have not generated positive cash flows from operating activities. Our primary source of capital has been from the sale of equity and debt securities from a related party. 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.

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

Accounts Receivable

Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense.

Inventory

Income Taxes

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

Stock Based Compensation

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not required for smaller reporting companies.

Item 8. Financial Statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders’ and Board of Directors ~~and~~

~~Stockholders of~~ Bespoke Extracts, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Bespoke Extracts, Inc. (the Company) as of December 31, ~~2023,~~2024 and ~~2022,~~2023 and the related consolidated statements of operations, ~~changes~~ in stockholders’ ~~deficit~~equity and cash flows for the each of the two years in the period ended December 31, ~~2023,~~2024 and the related consolidated notes (collectively referred to as the financial statements). In our opinion, the ~~consolidated~~ financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for the each of the two years in the ~~two year~~ period ended December 31, ~~2023~~2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had a net loss and net cash used in operating activities of $1,482,843 and $415,198, respectively, for the year ended December 31, 2023, and a working capital deficit and accumulated deficit of approximately $997,118 and $25,366,641, respectively, as of December 31, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audits~~audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

ASSURANCE DIMENSIONS CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES

also d/b/a McNAMARA and ASSOCIATES, PLLC

TAMPA BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053

JACKSONVILLE: 4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053

ORLANDO: 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053

SOUTH FLORIDA: 2000 Banks Road, Suite 218 | Margate, FL 33063 | Office: 754.800.3400 | Fax: 813.443.5053

www.assurancedimensions.com

F-1

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

We did not identify any critical audit matters that need to be communicated.

We have served as the Company’s auditor since 2022~~. Margate, Florida April 18, 2024 PCAOB ID # 5036~~

~~ASSURANCE~~PCAOB ~~DIMENSIONS~~# ~~CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES~~5036

~~also~~Coral ~~d/b/a McNAMARA and ASSOCIATES~~Springs, ~~PLLC~~Florida

April 21, 2025

ASSURANCE DIMENSIONS, LLC

also d/b/a McNAMARA and ASSOCIATES, LLC

TAMPA BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053

JACKSONVILLE: ~~4720~~ ~~Salisbury~~7800 ~~Road~~Belfort Parkway, Suite ~~223~~290 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053

ORLANDO: 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053

SOUTH FLORIDA: ~~2000~~ ~~Banks~~3111 ~~Road~~N. University Drive, Suite ~~218~~ 621 | ~~Margate~~ Coral Springs, FL ~~33063~~33065 | Office: 754.800.3400 | Fax: 813.443.5053

www.assurancedimensions.com

~~F-2~~“Assurance Dimensions” is the brand name under which Assurance Dimensions, LLC including its subsidiary McNamara and Associates, LLC (referred together as “AD LLC”) and AD Advisors, LLC (“AD Advisors”), provide professional services. AD LLC and AD Advisors practice as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable laws, regulations, and professional standards. AD LLC is a licensed independent CPA firm that provides attest services to its clients, and AD Advisors provide tax and business consulting services to their clients. AD Advisors, and its subsidiary entities are not licensed CPA firms.

F-1

Bespoke Extracts, Inc.

Consolidated Balance Sheets

	December 31,			December 31,
	2023			2022
	2024			2023
Assets
Current assets
Cash	$	660,~~607~~305		$	246,~~433~~607
Accounts receivable, net		4557,~~226~~276			-45,226
Prepaid stock awards		~~9,206~~-			809,~~113~~206
Prepaid expense		515,~~000~~150			75,~~186~~000
Inventory, net		1532,~~800~~526			-15,800
Total current assets		81165,~~839~~257			~~111~~81,~~732~~839
Furniture and equipment, net		40,979			9,947
Furniture and equipment		31,342			40,979
License		10,000			-10,000
Right of use asset		209,542			275,912
Right of Use Asset		140,489			209,542
Deposits		12,000			12,000
Total assets	$	~~354~~359,~~360~~088		$	~~409~~354,~~591~~360
Liabilities and Stockholders’ Deficit
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued liabilities	$	~~961~~958,~~255~~276		$	~~295~~961,~~818~~255
Inventory earn-out		-			90,000
Note payable		20,000			-
Advances - related party		5366,~~372~~872			~~415~~53,~~500~~372
Operating lease liability		6473,~~330~~523			64,330
Total current liabilities		1,~~078~~118,~~957~~671			~~865~~1,~~648~~078,957
Note payable - related party		849,500			-
Long-Term liabilities
Long-Term Operating Lease Liability		150,460			216,039
Notes payable – secured (Net of discount of $68,649)		241,351			-
Total liabilities		2,078,917			1,081,687
Notes payable		169,000			-
Note payable - related party		849,500			849,500
Long-Term Operating Lease Liability		72,504			150,460
Total liabilities		2,451,026			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 December 31, 2023 and 2022, respectively		-			-
Preferred stock, par value $0.001, 50,000,000 shares authorized, 1 share issued and outstanding as of December 31, 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 December 31, 2023 and 2022, respectively, stated value $24,000.		-			-
Series C Convertible Preferred Stock, $0.001 par value, 1 share designated; 1 share issued and outstanding as of December 31, 2024 and December 31, 2023, respectively, stated value $24,000.		-			-
Common stock, $0.001 par value: 3,000,000,000 authorized; 10,168,552 and 9,945,997 shares issued and outstanding as of December 31, 2023 and 2022, respectively		10,166			9,944
Common stock, $0.001 par value: 3,000,000,000 authorized; 11,153,220 and 10,168,220 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively		11,151			10,166
Additional paid-in capital		23,631,918			23,201,758
Common stock to issue 6,478 shares		-			-
Accumulated deficit		(25,366,641	)		(23,883,798	)
Additional paid-in capital		24,301,027			23,631,918
Total stockholders’ deficit		(1,724,557	)		(672,096	)
Accumulated deficit		(26,404,116	)		(25,366,641	)
Total liabilities and stockholders’ deficit	$	354,360		$	409,591
Total stockholders’ deficit		(2,091,938	)		(1,724,557	)
Total liabilities and stockholders’ deficit	$	359,088		$	354,360

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

F-32

Bespoke Extracts, Inc

Consolidated Statements of Operations

	For the years ended December 31,
	For the Years Ended December 31,
	2023			2022
	2024			2023
Sales	$	~~785~~1,~~453~~117,452		$	3785,~~407~~453
Cost of products sold		~~442~~664,~~289~~517			1442,~~149~~289
Gross Profit		~~343~~452,~~164~~935			2343,~~258~~164
Operating expenses:
Selling, general and administrative expenses		1,~~586~~279,~~666~~361			31,~~742~~586,~~275~~666
Professional fees		~~192~~97,~~476~~532			~~155~~192,~~888~~476
Consulting		3670,~~000~~670			~~124~~36,~~750~~000
Total operating expenses		1,~~815~~447,~~142~~563			41,~~022~~815,~~913~~142
Loss from operations		(1994,~~471,978~~628	)		(41,~~020~~471,~~655~~978	)
Other income / (expenses)
Interest expense		(10,865	)		197
Gain on rent payable		17,226
Interest income		-			931
Interest expense		(60,073	)		(10,865	)
Earnout expense		-			(15,000	)
Total other (expense) / income		(42,847	)		(10,865	)
Reserve for notes receivable to WonderLeaf		-			(45,931	)
Loss before income tax		(1,037,475	)		(1,482,843	)
Reserve for advances to WonderLeaf		-			(35,769	)
Total other (expense) / income		(10,865	)		(95,572	)
Loss before income tax		(1,482,843	)		(4,116,227	)
Provision for income tax		-			-
Net Loss	$	(1,~~482~~037,~~843~~475	)	$	(41,~~116~~482,~~227~~843	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted		10,~~168~~528,~~552~~083			910,~~367~~168,~~458~~552
NET LOSS PER COMMON SHARE OUTSTANDING
Basic and Diluted	$	(0.1510	)	$	(0.4415	)

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

F-43

Bespoke Extracts, Inc

Consolidated Statement of Stockholders Deficit

For The ~~the~~ years ended December 31, ~~2022~~ 2023 and ~~2023~~2024

	Preferred		Preferred		Common		Common		Additional		~~Common Stock~~			~~Common Stock~~
	Shares		Par		Shares		Par		Paid-in		~~Shares~~Accumulated			~~to be issued~~			~~Accumulated~~
	Outstanding		Amount		Outstanding		Amount		Capital		~~to be Issued~~Deficit			~~Par Amount~~Total			~~Deficit~~			~~Total~~
Balance December 31, 2021		1	$	-		8,141,965	$	8,142	$	21,741,403		6,478		$	7,987		$	(19,767,571	)	$	1,989,961
Balance December 31, 2022		1	$	-		9,945,997	$	9,944	$	23,201,758	$	(23,883,798	)	$	(672,096	)
Payment of capital contribution		-		-		-		-		4,793		-			-			-			4,793
Purchase Wonderleaf		-		-		222,223		222		49,778		-			50,000
Shares issued for services		-		-		6,478		6		7,981		(6,478	)		(7,987	)		-			-
Stock option expense		-		-		-				380,382		-			380,382
Stock based compensation		-		-		266,667		267		1,104,660		-			-			-			1,104,927
Net loss for the year ended December 31, 2023		-		-		-		-		-		(1,482,843	)		(1,482,843	)
Common stock issued for cash		-		-		1,530,887		1,529		342,921		-			-			-			344,450
Balance December 31, 2023		1	$	-		10,168,220	$	10,166	$	23,631,918	$	(25,366,641	)	$	(1,724,557	)
Net loss for the year ended December 31, 2022		-		-		-		-		-		-			-			(4,116,227	)		(4,116,227	)
Balance December 31, 2022		1	$	-		9,945,997	$	9,944	$	23,201,758	$	-		$	-		$	(23,883,798	)	$	(672,096	)
Purchase Wonderleaf		-		-		222,223		222		49,778		-			-			-			50,000
Stock based compensation and stock option expense		-		-		-		-		380,382		-			-			-			380,382
Net loss for the year ended December 31, 2023		-		-		-		-		-		-			-			(1,482,843	)		(1,482,843	)
Balance December 31, 2023		1	$	-		10,168,552	$	10,166	$	23,631,918	$	-		$	-		$	(25,366,641	)	$	(1,724,557	)

	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		-		-		-		-		77,984		-			77,984

Capital Contribution of salary - related party										321,772					321,772

Stock option expense		-		-		-		-		197,523		-			197,523

Common stock issued for services		-		-		985,000		985		71,830		-			72,815

Net loss for the year ended December 31, 2024		-		-		-		-		-		(1,037,475	)		(1,037,475	)
Balance December 31, 2024		1	$	-		11,153,220	$	11,151	$	24,301,027	$	(26,404,116	)	$	(2,091,938	)

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

F-54

Bespoke Extracts, Inc

Consolidated Statements of Cash Flows

	For the year ended December 31,
	For the years ended December 31,
	2023			2022
	2024			2023
Cash flows from operating activities
Net loss	$	(1,482,843	)	$	(4,116,227	)
Net Loss	$	(1,037,475	)	$	(1,482,843	)
Adjustments to reconcile net loss to net cash used in operating activities
Inventory reserve		~~40,393~~-			-40,393
Depreciation		89,~~968~~637			-8,968
Bad debt expense		-			3,636
Amortization of right of use asset, net		69,053			66,370
Reserve for notes receivable and advances Wonderleaf					46,825
Amortization expense for prepaid expenses for consulting shares		9,206			70,907
Interest receivable – WonderLeaf					81,700
Amortization of debt discount		9,335			-
Amortization of right of use asset, net		66,370			(931	)
Gain on rent forgiveness		(17,226	)
Amortization expense for prepaid consulting shares		70,907			-
Stock based compensation and stock option expense		197,523			380,382
Stock based compensation and stock option expense		380,382			2,955,500
Stock issued for services		72,815			-
Inventory earnout					15,000
Changes in operating assets and liabilities:
Accounts receivable		(4512,~~226~~050	)		-(45,226	)
Prepaid expenses		2(10,~~186~~150	)		~~(747~~2,186	)
Inventory		(5616,~~193~~726	)		-(56,193	)
Accounts payable and accrued liabilities		~~665~~505,~~437~~019			~~213~~665,~~086~~437
Operating lease liability, net		(6568,~~579~~763	)		4(65,~~091~~579	)
Net Cash (used in) operating activities		(~~415~~289,~~198~~802	)		(~~798~~415,~~067~~198	)
Cash flows from investing activities
Advances to Wonderleaf		-			(35,769	)
Note receivable Wonderleaf funded		-			(45,000	)
Purchase of equipment		-			(7,202	)
Net cash used in investing activities		-			(87,971	)
Cash flow from financing activities
Payment of capital contribution		-			4,793
Payment of inventory earnout		-			(90,000	)
Payment of inventory earnout		(90,000	)		-
Proceeds from issuance of note payable - related party					434,000
Proceeds from issuance of note payable - related party		434,000			415,500
Proceeds from advances - related party		13,500			53,372
Proceeds from advances - related party		53,372			-
Proceeds from note payable		25,000
Repayment of note payable - related party		-			(2,500	)
Repayments of notes payable		(5,000	)		-
Proceeds from issuance of units		-			344,450
Proceeds from secured notes payable		310,000			-
Net cash provided by financing activities		~~397~~343,~~372~~500			~~762~~397,~~243~~372
Net increase / (decrease) in cash		~~(17~~53,~~826~~698	)		(~~123~~17,~~795~~826	)
Cash at beginning of period		246,~~433~~607			~~148~~24,~~228~~433
Cash at end of period	$	660,~~607~~305		$	246,~~433~~607
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		$	-
Stock issued to Weonderleaf for fixed assets and license	$	-		$	50,000
Stock issued for prepaid consulting	$	-		$	116,499
Warrants issued for debt financing	$	77,984		$	-
Conversion of accounts payable to note payable	$	169,000		$	-
Forgiveness of accrued salary - related party	$	321,772		$	-

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

F-65

BESPOKE EXTRACTS, INC. ~~AND SUBSIDIARY~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~December~~ DECEMBER 31, ~~2023~~2024 and ~~2022~~2023

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~~WonderLeaf had no operations, or no employees and was not considered a business.

Principles of Consolidation

The accompanying 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 $~~415~~289,~~198~~ 802 for the year ~~ended~~ December 31, ~~2023~~2024, and a working capital deficit of $~~997~~953,~~118~~414 and accumulated deficit of $2526,~~366~~404,~~641~~116, as of December 31, ~~2023~~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.

F-7

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and accompanying notes. Significant estimates include the assumption used in the valuation of equity-based transactions, valuation of intangible assets, allowance for ~~doubtful~~provision ~~accounts~~for credit losses and inventory valuation and reserves. Actual results could differ from those estimates.

Segment reporting

In November 2023, the FASB issued Accounting Standards Update 2023-07 - Segment Reporting (Topic ASC 280) Improvements to Reportable Segment Disclosures. The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant segment expenses. The enhancements under this update require disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss, require disclosure of other segment items by reportable segment and a description of the composition of other segment items, require annual disclosures under ASC 280 to be provided in interim periods, clarify use of more than one measure of segment profit or loss by the CODM, require that the title of the CODM be disclosed with an explanation of how the CODM uses the reported measures of segment profit or loss to make decisions, and require that entities with a single reportable segment provide all disclosures required by this update and required under ASC 280. The Company adopted ASU 2023-07 for the annual period ending December 31, 2024.

The Company’s Chief Executive Officer serves as the CODM.

F-6

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 December 31, ~~2023~~2024 and ~~2022~~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 December 31, ~~2023~~2024 and ~~2022~~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 ~~doubtful~~provision ~~accounts~~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 ~~bad~~ ~~debt~~provision ~~expense~~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 December 31, ~~2023~~2024 and ~~2022~~December 31, 2023, the Company ~~has~~ recorded ana ~~allowance~~provision for ~~doubtful~~credit ~~accounts~~ losses of $0 and $0, respectively.

Inventory, ~~Net~~ 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 December 31, ~~2023~~2024 and ~~2022~~December 31, 2023, inventory amounted to $1532,~~800~~526, and $0 15,800 net of reserves, respectively, which consisted of ~~finished goods of $0 and $0, and~~ raw materials of $1532,~~800~~ 526 and $015, ~~respectively~~800.

F-8

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.

F-7

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.

AtAs of December 31, ~~2023,~~2024 two customers amounted to 1914.42% and 1411.9%, ~~or 34.3%~~ of ~~accounts receivable. During~~ the ~~year ended December 31, 2022 no customer amounted to over 10% of the total~~ 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 291,094,876 warrants and 1,~~023~~565,~~341~~342 options is anti-dilutive for the year ~~ended December~~ ~~31, 2023 as they are not in the money. The effect of 438,723 warrants and 1,246,341 options is anti-dilutive for the year~~ ended December 31, ~~2022~~2024, as they are not in the money.

F-9

Reverse Stock Split

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 equity amounts have been presented to reflect this split.

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.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires entities to report incremental information about significant segment expenses included in a segment’s profit or loss measure as well as the title and position of the chief operating decision maker (“CODM”). The new standard also requires interim disclosures related to reportable segment profit or loss and assets that had previously only been disclosed annually. The Company adopted ASU 2023-07 effective December 31, 2024 on a retrospective basis. As a result, the Company has enhanced its segment disclosures in this report to include the presentation of depreciation and amortization, interest and joint venture expenses by segment and the disclosure of its CODM. The adoption of this ASU only affects the Company’s disclosures with no impact to its financial condition or results of operations

Income Taxes

F-8

2. ASSET PURCHASE AGREEMENT

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

F-10

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 ~~INVENTORY~~AND ~~EARN-OUT~~ EQUIPMENT, NET

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

4. NOTE RECEIVABLE

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

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

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

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

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

NOTE 5 – FURNITURE AND EQUIPMENT.

Machinery and equipment consisted of the following at:

Schedule of Machinery and Equipment

	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
Furniture and equipment	$	2,745		$	2,745
Machinery and Equipment		47,202			747,202
Fixed assets, total		49,947			949,947
Total: accumulated depreciation		(818,~~968~~605	)		-(8,968	)
Fixed assets, net	$	4031,~~979~~342		$	940,~~947~~979

Depreciation expense for the years ended December 31, ~~2023~~2024 and ~~2022~~ 2023 were $9,637and $8,968 ~~and $0~~ respectively.

F-119

64. 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”), effective November 11, 2024 the Company and Infinity Management, LLC, agreed to extend the maturity of the Infinity Note until June 30, 2026. 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 December 31, ~~2023~~2024 and ~~2022~~December 31, 2023 the amount owed Infinity Management, LLC is $~~902~~916,~~872~~372 and $~~415~~902,~~500~~872, respectively.

During the year ended December 31, 2023 the Company received additional advances from Infinity Management, LLC. of $53,372. During the year ended December 31, 2024 the Company received additional advances from Infinity Management, LLC of $13,500.

5. NOTES 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. During the year ended December 31, 2024 the Company repaid $5,000. As of December 31, 2024 the amount owed on the loan is $20,000.

On December 31, 2024 WL Holdings converted $169,000 of unpaid rent owed by Bespoke Colorado to WL as Landlord as of December 31, 2024, into a 10% promissory note maturing on December 31, 2030. The Company recognized a gain of $17,226 as a result of the conversion.

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 year. The Company utilized the Relative Fair Value to allocate the value of the warrants and recorded it as debt discount. On December 19, 2024 the Company entered into a new loan agreement extending the due date to June 30, 2026 and issuing the holder an additional warrants to purchase an aggregate of 150,000 shares of common stock. The warrants have a term of two years and an exercise price of $0.621 The warrants were valued at $9,315 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 2 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 year. The Company utilized the Relative Fair Value to allocate the value of the warrants and recorded it as debt discount. On December 19, 2024 the Company entered into a new loan agreement extending the due date to June 30, 2026 and issuing the holder an additional warrants to purchase an aggregate of 30,000 shares of common stock. The warrants have a term of two years and an exercise price of $0.621 The warrants were valued at $1,863 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 2 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 year. The Company utilized the Relative Fair Value to allocate the value of the warrants and recorded it as debt discount. On December 19, 2024 the Company entered into a new loan agreement extending the due date to June 30, 2026 and issuing the holder an additional warrants to purchase an aggregate of 75,000 shares of common stock. The warrants have a term of two years and an exercise price of $0.621 The warrants were valued at $4,657 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 2 years. The Company utilized the Relative Fair Value to allocate the value of the warrants and recorded it as debt discount.

F-10

On December 19, 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 $175,000 in 15% Senior Secured Notes due June 30, 2026 and warrants to purchase an aggregate of 525,000 shares of common stock, for an aggregate purchase price of $175,000. 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 $0.62. The warrants were valued at $32,602 using a Black-Scholes pricing model with the following assumptions: dividend yield of 0%, annual volatility of 621%, risk free interest rate of 4.64%, an expected life of 1 year. The Company utilized the Relative Fair Value to allocate the value of the warrants and recorded it as debt discount.

	December 31, 2024
Note amount	$	310,000
Debt discount		(77,984	)
Amortization of debt discount		9,335
Notes payable, net	$	241,351

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. On December 31, 2024 WL Holdings converted $169,000 of unpaid rent owed by the Bespoke Colorado to the Landlord as of December 31, 2024, into a promissory 10% promissory note maturing on December 31, 2030. The Company recognized a gain of $17,226 as a result of the conversion. Effective December 31, 2024, the Lease was amended to provide for a reduced monthly base rent of $4,000.

Supplemental balance sheet information related to leases was as follows:

		December 31,
Operating Leases	Classification	2022
Right-of-use assets	Right of use assets	$	275,912
Current lease liabilities	Current operating lease liabilities		64,330
Non-current lease liabilities	Long-term operating lease liabilities		216,039
Total lease liabilities		$	280,369

Lease term and discount rate were as follows:

	December 31,
	2022
	2023
Weighted average remaining lease term (years)		32.9484
Weighted average discount rate		4	%

The component of lease costs was as follows:

	Year ended December 31,
	2022
	2023
Operating lease cost	$	76,~~372~~392
Variable lease cost (1)		4,200
Total lease costs	$	80,~~572~~592

(1)

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

~~Supplemental disclosures of cash flow information related to leases were as follows:~~F-11

December 31,

Operating Leases	Classification	December 31, 2023
Right-of-use assets	Right of use assets	$	209,542

Current lease liabilities	Current operating lease liabilities		64,330
Non-current lease liabilities	Long-term operating lease liabilities		150,460
Total lease liabilities		$	214,790

		December 31,
Operating Leases	Classification	2024
Right-of-use assets	Right of use assets	$	140,489

Current lease liabilities	Current operating lease liabilities		73,523
Non-current lease liabilities	Long-term operating lease liabilities		72,504
Total lease liabilities		$	146,027

Lease term and discount rate were as follows:

	December 31,
	2023
	2024
Weighted average remaining lease term (years)		21.84
Weighted average discount rate		4	%

F-12

The component of lease costs was as follows:

	Year ended December 31,
	December 31,
	2023
	2024
Operating lease cost	$	76,392
Variable lease cost (1)		4,200
Total lease costs	$	6080,~~444~~592

(1)

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

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

	December 31,
	2024
Cash paid for operating lease liabilities	$	-

	December 31,
	2023
Cash paid for operating lease liabilities	$	-

Maturities of lease liabilities were as follows as of December 31, 2024:

Maturities of lease liabilities were as follows as of December 31, 2023:

	Operating
	Leases
2025	$	79,380
2026		72,765
Total undiscounted lease payments		152,145
Less: Present value discount		(6,118	)
Total Present value of lease liabilities	$	146,027

	Operating
	Leases
2024	$	75,915
2025		79,380
2026		72,765
Total undiscounted lease payments		228,060
Less: Present value discount		(13,090	)
Total Present value of lease liabilities	$	214,970

F-12

Operating Leases	Classification	December 31, 2023
Right-of-use assets	Right of use assets	$	209,542
Current lease liabilities	Current operating lease liabilities		64,330
Non-current lease liabilities	Long-term operating lease liabilities		150,460
Total lease liabilities		$	214,790

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 December 31, ~~2023~~2024 and ~~2022~~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 December 31, ~~2023~~2024 and ~~2022~~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 December 31, ~~2023~~2024 and ~~2022~~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.

F-13

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.

OnEffective August ~~December 14~~1, ~~2021~~2022, the Company ~~entered~~issued ~~into~~ an ~~employment~~aggregate ~~agreement~~of ~~with~~266,667 ~~Hunter~~shares ~~Garth.~~of ~~Pursuant~~common stock to ~~the~~employees ~~employment~~and ~~agreement~~consultants for services, ~~Mr.~~including 155,556 ~~Garth~~shares ~~will~~that ~~serve~~vest asimmediately, ~~the~~55,556 ~~Company’s~~shares ~~president and~~that ~~will~~vested ~~receive~~one ayear ~~base~~from ~~monthly~~the ~~salary~~grant ofdate, $8and 55,~~000.~~556 ~~The~~shares ~~Company~~that ~~also~~will ~~granted~~vest totwo ~~Mr.~~years from ~~Garth,~~the ~~pursuant~~grant todate. During the ~~Company’s~~year ~~2021~~ended ~~Equity~~December ~~Incentive Plan~~31, ~~500,000 shares~~ of2022 ~~restricted~~the ~~common~~Company ~~stock~~recorded ~~valued~~an atexpense $~~675,000 ($~~1,104,928.~~35 per~~ ~~share),~~For ~~which~~the ~~vested one~~ year ~~from~~ ended December 31, 2023 the ~~date~~Company recorded an expense of ~~grant~~$70,907, respectively. ~~During~~For the year ended December 31, ~~2022~~2024 the Company ~~fully~~recorded ~~amortized~~and ~~the~~expense ~~prepaid balance associated with the stock based~~of ~~compensation~~$197,523. ~~During~~As ~~the~~of ~~years~~December ~~ended~~31, 2024 and December 31, 2023 ~~and~~the ~~2022~~Company ~~the~~had ~~amount~~a ~~was~~prepaid ~~amortized~~stock award of $0 and $~~643~~9,~~562, respectively~~206.

~~On December 14, 2021, the Company entered into~~In anAugust ~~employment~~2024 ~~agreement with Michael Feinsod,~~ the Company’s ~~chief~~issued ~~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~~total ~~monthly salary~~ of ~~$10~~955,000. ~~The Company also granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, 1,000,000~~ shares of ~~restricted~~ common stock valued at $170,~~350,000~~ 670 ($10.35 074 per share), ~~which~~to ~~vested one~~several ~~year from the date of grant. During~~consultants ~~the year ended December 31, 2022 the Company recorded $1,350,000 of prepaid expenses associated with the stock based compensation. During the years ended December 31, 2023~~ and ~~2022~~employees ~~the~~for ~~amount was amortized $0 and $1,287,123, respectively~~services.

~~During the year ended~~ In December ~~31,~~2024 ~~2022,~~ the Company ~~entered~~ ~~into and closed securities purchase agreements with investors pursuant to which the Company~~ issued ~~and~~a ~~sold~~total ~~to the investors an aggregate~~ of 1 30,~~530,897~~ 000 shares of common stock ~~and~~valued ~~warrants~~at ~~to purchase an aggregate of 1~~$2,~~530,897 shares~~460 ~~of common stock, for an aggregate purchase price of~~ ($~~344,450~~0.072 ~~The~~per ~~warrants~~share) ~~expired~~to ~~June~~employees ~~30,~~for ~~2023 and had an exercise price of $2~~services.~~25.~~

Effective August 1, 2022, the Company issued an aggregate of 266,667 shares of common stock to employees and consultants for services, including 155,556 shares that vest immediately, 55,556 shares that vested one year from the grant date, and 55,556 shares that will vest two years from the grant date. During the year ended December 31, ~~2022~~2024 ~~the Company recorded an expense $1,104,928~~Mr. ~~For the year ended December 31, 2023~~Feinsod ~~the~~forgave ~~Company~~a ~~recorded~~total ~~an expense~~ of $70321,~~907,~~772 ~~respectively.~~which Aswas oftreated ~~December~~as ~~31, 2023 and December 31, 2022 the Company had~~ a ~~prepaid~~contribution ~~stock award~~ of ~~$9,206 and $80,113~~capital.

Warrants

~~During~~On ~~the~~February ~~four months ended December 31~~16, ~~2021~~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 50 $100,000 in 15% Senior Secured Notes due February 15,~~000 shares~~ of2025 ~~common~~(the ~~stock~~“Notes”), and warrants to purchase an aggregate of 12 100,~~500,~~000 ~~shares~~ shares of common stock, for an aggregate purchase price of $~~250~~100,000 ~~with~~. ~~offering~~The ~~costs~~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 $100.11. On December 19, 2024 the Company entered into a new loan agreement extending the due date to June 30, 2026 and issuing the holder an additional warrants to purchase an aggregate of 300,000 ~~for~~ ~~legal~~shares ~~expenses~~of common stock. The warrants ~~had~~ have a term of ~~one~~ ~~year~~ two years and an exercise price of $20.~~25.~~621

~~During~~On ~~the~~May ~~year ended December 31~~20, ~~2022,~~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 1$10,~~530,887~~000 in 15% Senior ~~shares~~Secured ofNotes ~~common~~due ~~stock~~May 20, 2025 and warrants to purchase an aggregate of ~~382~~ 10,~~722~~ 000 shares of common stock, for an aggregate purchase price of $~~344~~10,~~450~~000. The Notes are senior in terms of priority and liquidation to all other existing debt obligations of the Company. The warrants ~~expired~~have a term of two years and an exercise price of $0.11. On December 19, 2024 the Company entered into a new loan agreement extending the due date to June 30, ~~2023~~2026 and ~~had~~issuing the holder an additional warrants to purchase an aggregate of 30,000 shares of common stock. The warrants have a term of two years and an exercise price of $20.~~25.~~621

F-1413

~~The~~On ~~following~~June ~~table~~6, ~~summarizes~~2024 the ~~warrant~~Company ~~activities~~entered into and closed ~~during~~securities purchase agreements with investors pursuant to which the ~~year~~Company ~~ended~~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. On December 3119, ~~2023:~~2024 the Company entered into a new loan agreement extending the due date to June 30, 2026 and issuing the holder an additional warrants to purchase an aggregate of 75,000 shares of common stock. The warrants have a term of two years and an exercise price of $0.621

	Number of Warrants			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2021		344,445			6.30		0.90
Granted		382,722			1.80		0.75
Canceled		(288,444	)		2.99
Outstanding at December 31, 2022		438,723			5.03		0.36
Granted		-			-		-
Canceled or expired		(408,847	)		0.95		-
Outstanding at December 31, 2023		29,876		$	25.24		1.21 years
Exercisable at December 31, 2023		29,875		$	25,.24		1.21 years
Intrinsic value at December 31, 2023				$	-

The following table summarizes the warrant activities during the year ended December 31, 2024:

	Number of Warrants			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2022		438,723			5.03		0.36
Granted		-			-		-
Canceled		(408,847	)		0.95
Outstanding at December 31, 2023		29,876			25.24		1.21
Granted		1,065,000			0.073		1.85
Canceled or expired		-			-		-
Outstanding at December 31, 2024		1,094,876		$	0.62		1.49 years
Exercisable at December 31, 2024		1,094,876		$	0.62		1.85 years
Intrinsic value at December 31, 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 years ~~year~~ended December 31, ~~2023~~2024 and ~~2022~~2023 the Company recorded $~~121~~49,~~805~~134 and $~~266~~121,~~257,~~ 805 respectively of expenses associated with the vesting of these stock options. (See notes 9 and 10).

On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, wherein the Company granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, ten-year options to purchase 666,667 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. The options were valued at $900,000 using a Black-Scholes pricing model During the ~~year~~years ended December 31, ~~2023~~2024 and ~~2022~~2023 the Company recorded $~~243~~98,~~609~~266 and $~~532~~243,~~513~~609, respectively of expenses associated with the vesting of these stock options. (See notes 9 and 10).

On ~~December~~August 1417, ~~2021~~2023, the Company issued to aseveral ~~consultant~~employees options to purchase ~~22,~~a total of 222,500 shares of common stock at an exercise price of $10.3520. The options vest over a period of 312 months and have a term of 105 years. The options were valued at $3044,~~000~~306 using a Black-Scholes pricing model. During the ~~year~~years ended December 31, ~~2023~~ 2024 and ~~2022~~2023 the Company recorded $0 16,041 and $2415,~~900~~056, respectively of expenses associated with the vesting of these stock options.

On January ~~August 17~~8, ~~2023~~2024, the Company issued to ~~several employees~~an employee options to purchase a total of ~~222~~225,~~500~~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 510 years. The options were valued at $448,~~306~~030 using a Black-Scholes pricing model. During the year ended December 31, ~~2023~~2024 the Company recorded $158,~~056~~718 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 ~~following~~options ~~table~~vest ~~summarizes~~over ~~the~~a ~~option~~period ~~activities~~of 12 months and have a term of 5 years. The options were valued at $44,306 using a Black-Scholes ~~during~~pricing model. During the year ended December 31, ~~2023:~~2024 the Company recorded $16,528 of expenses associated with the vesting of these stock options

	Number of Options		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2021		1,023,842		2.67		10
Granted		-		-		-
Canceled or expired		-		-		-
Exercised		-		-		-
Outstanding at December 31, 2022		1,023,842	$	2.67		8.95 years
Granted		222,500	$	0.50		4.88 years
Canceled or expired		-		-
Exercised		-		-
Outstanding at December 31, 2023		1,246,341	$	2.67		7.36 years
Exercisable at December 31, 2023		357,174	$	2.19		7.94 years
Intrinsic value at December 31, 2023			$	-

F-14

The ~~future~~following ~~expense~~table assummarizes ofthe option activities during the year ended December 31, ~~2023 is $172,752.~~2024:

F-15

	Number of Options			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2022		1,023,842			2.67		8.95 years
Granted		222,500			0.50		-
Canceled or expired		-			-		-
Exercised		-			-		-
Outstanding at December 31, 2023		1,246,342		$	2.67		7.36 years
Granted		324,000		$	0.22		4.88 years
Canceled or expired		(5,000	)		.22
Exercised		-			-
Outstanding at December 31, 2024		1,565,342		$	2.67		6.61 years
Exercisable at December 31, 2024		1,358,841		$	2.19		5.97 years
Intrinsic value at December 31, 2024				$	-

The future expense as of December 31, 2024 is $3,452.

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, 2024 Mr. Feinsod forgave a total of $321,772 which was treated as a contribution of capital.

During the year ended December 31, 2023, ~~Michael Feinsod,~~ the Company’s ~~chief~~received ~~executive~~additional ~~officer,~~advances ~~loaned~~from ~~the~~Infinity ~~Company~~Management, anLLC. ~~additional~~of $~~487~~53,372. AsDuring ofthe year ended December 31, ~~2023~~2024 ~~and December 31, 2022~~ the ~~amount~~Company ~~owed~~received ~~Michael~~additional ~~Feinsod~~advances isfrom ~~$902~~Infinity Management,~~872~~ ~~and~~LLC. of $~~415~~13,500~~, respectively~~. ~~All loans are payable upon demand.~~

On September 5, 2023 $849,500 of notes payable were converted into a 5% interest bearing note due June 30, 2025, effective November 11, 2024 the Company and Infinity Management, LLC, agreed to extend the maturity of the Infinity Note until June 30, 2026. The ~~note~~ note contains provisions whereby it is intended to be subordinate to any senior secured debt the Company may incur while it is outstanding. In addition, repayment of the note will be due in full out of the proceeds of a new ~~debtor~~debt or equity capital raise with net proceeds of more than $2,000,000. (See Note 64.)

As of December 31, ~~2023~~2024 Michael Feinsod is owed a total of $~~206,772~~0 of accrued salary and accounts payable of $~~156~~171,~~944~~553.

F-15

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 $02.0670 (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, 2024 Mr. Feinsod forgave a total of $321,772 which was treated as a contribution of capital.

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.

In March 2025, the Company was threatened with litigation by a former employee. The employee has made allegations related to violations of the Colorado Wage Claim Act and alleged breach of contract and unpaid commissions. The employee claims retaliatory termination and seeks damages, including statutory penalties and back/front pay. We believe that that any such potential claims, if asserted, would be without substantial merit. Although the outcome of legal proceedings is subject to uncertainty, the Company will vigorously defend any future claims made by the former employee against the Company. However, if the lawsuit is successful, it may have a material adverse effect on its business, operating results, financial condition or cash flows.

F-16

11. INCOME TAXES

FASB ASC 740, Income Taxes, requires a ~~valuation~~ valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, ~~management~~ management has determined that a full valuation allowance of approximately $1,~~689~~899,~~837~~004 and $1,~~443~~712,~~258~~427 against its net deferred taxes is ~~necessary~~ necessary as of December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

At December 31, ~~2023~~2024 and December 31, ~~2022~~2023, respectively, the Company had approximately $78,~~293~~013,000 and $67,~~277~~293,000 of U.S. net operating loss carryforwards remaining, which expire beginning in 2033.

Tax returns for the years ended August 31, ~~2022~~2023, 2021, ~~2020~~2021, ~~2019~~2020, and ~~2018~~2019, are subject to examination by the Internal Revenue Service.

A reconciliation of the Company’s income taxes to amounts calculated at the federal statutory rate is as follows for the years ended December 31:

	2023			2022
	2024			2023
Federal and state statutory taxes		(21.00	)%		(2521.00	)%
Change in tax rate estimate		-	%		-	%
Permanent differences		(3.52	)%		(3.2852	)%
Change in valuation allowance		24.52	%		24.7252	%
		-	%		-	%

In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, ~~2023~~2024 and ~~2022~~ 2023 and recorded a full valuation allowance.

Components of net deferred tax assets, including a valuation allowance, are as follows at December 31:

	2023			2022
	2024			2023
Deferred tax assets:
Inventory impairment	$	21,179		$	21,179
Bad debt expense		4161,~~079~~113			2141,~~045~~079
Net operating loss carryforward		1,~~650~~816,~~169~~712			1,~~401~~650,~~034~~169
Total deferred tax assets		1,~~712~~899,~~427~~004			1,~~443~~712,~~258~~427
Valuation allowance		(1,~~712~~899,~~427~~004	)		(1,~~443~~712,~~258~~427	)
Total net deferred tax assets	$	-		$	-

A reconciliation of the expected income tax benefit at the U.S. Federal income tax rate to the income tax benefit actually recognized for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 is set forth below:

	2023			2022
	2024			2023
Net loss	$	(~~363~~264,~~620~~358	)	$	(1363,~~009,374~~620	)
Non-deductible expenses and other		9467,~~451~~831			~~756~~94,~~935~~451
Change in valuation allowance		~~269~~196,~~170~~527			~~252~~269,~~756~~169
Benefit from income taxes	$	-		$	-

12. SUBSEQUENT EVENTS

On February 1619, ~~2024~~2025, Bespoke Extracts Colorado, LLC (the “~~Company~~Bespoke Colorado” ~~entered~~), ~~into~~a ~~and~~wholly ~~closed~~owned ~~securities~~subsidiary ~~purchase~~of ~~agreements~~the ~~with~~Company, ~~investors~~entered ~~pursuant~~into toan ~~which~~Agreement ~~the~~for ~~Company~~Conversion ~~issued~~of Amounts Owed to Promissory Note and ~~sold~~Agreement to Amend Lease (the ~~investors~~“Agreement”) ~~an aggregate~~with ofWL ~~$100~~Holdings,~~000~~ inLtd ~~15%~~(the ~~Senior~~“Landlord”). The ~~Secured~~Agreement ~~Notes~~relates ~~due~~to ~~February~~that 15certain lease dated December 2, ~~2025~~2021 (the “~~Notes~~Lease”), ~~and~~between ~~warrants~~Bespoke toColorado ~~purchase~~and anWL ~~aggregate~~Holdings, ofLtd. ~~100~~Effective January 1,~~000~~ ~~shares~~2025, ofthe ~~common~~base ~~stock~~rent was reduced to $4,000 ~~for~~per anmonth. ~~aggregate~~Bespoke ~~purchase~~Colorado ~~price~~issued a promissory note (the “Note”) to the Landlord in the principal amount of $~~100~~169,000. The ~~Notes~~Note ~~are~~reflects ~~senior~~the inconversion ~~terms~~ of ~~priority~~$169,000 ~~and~~in ~~liquidation to~~unpaid ~~all~~rent ~~other~~owed ~~existing~~by ~~debt~~Bespoke ~~obligations~~Colorado ofto the ~~Company~~Landlord under the Lease. Pursuant ~~The~~to ~~warrants~~the ~~have~~Agreement, acertain ~~term~~promissory ofnotes previously ~~two~~issued ~~years~~by ~~and~~WL anHoldings, ~~exercise~~Ltd ~~price~~to ofthe $0Company, were cancelled effective December 31, 2024.~~11.~~

F-17

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial ~~Disclosure~~Disclosures.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure and Control 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”) pursuant to Rule 13a-15 under the 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 recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms and that such information is accumulated and communicated to management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions ~~regarding~~ regarding required disclosure.

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

●material 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 consolidated financial statements and reports.weaknesses:

● WeOur ~~were~~chief ~~unable~~executive toofficer ~~maintain~~also ~~full~~functions ~~segregation~~as ~~of duties within~~ our principal financial ~~operations~~officer. ~~due~~As toa result, our ~~reliance~~officer onmay ~~limited~~not ~~personnel~~be inable ~~the~~to ~~finance~~identify ~~function.~~errors ~~While~~and ~~this~~irregularities ~~control deficiency did not result~~ in ~~any~~the ~~audit adjustments to our~~ consolidated financial statements, itand ~~could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties~~reports.

● ~~Documentation~~We were unable to maintain full segregation of ~~all~~duties ~~proper~~within ~~accounting~~our ~~procedures~~financial isoperations due to our reliance on limited personnel in the finance function. While this control deficiency did not ~~yet~~result ~~complete~~in any audit adjustments to our consolidated financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties.

~~Management’s~~● ~~Report~~Documentation onof ~~Internal~~all ~~Control~~proper ~~over~~accounting ~~Financial~~procedures ~~Reporting~~is not yet complete.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the CompanyManagement’s ~~assets~~Report ~~that could have a material effect~~ on the consolidated financial statements. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the criteria established in Internal Control~~-Integrated~~ ~~Framework~~over ~~issued~~Financial ~~by the Committee of Sponsoring Organizations of the Treadway Commission (2013).~~Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes of accounting principles generally accepted in the United States. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). A material weakness is defined within the Public Company Accounting Oversight Board’s Auditing Standard No. 5 as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

In conducting his evaluation, our officer noted the following material weaknesses in our internal controls over financial reporting:

●

While certain accounting procedures have been adopted, compliance with such procedures has been inconsistent.

●

The board of directors has not established an Audit Committee. Accordingly, the entire board, rather than an independent body, has reviewed our consolidated financial statements.

●

Segregation procedures could be improved by strengthening cross approval of various functions, including cash disbursements and internal audit procedures where appropriate.

21As a result of these deficiencies in our internal controls, our officer concluded that our internal control over financial reporting was not effective.

AsTo athe ~~result~~extent ofreasonably ~~these~~possible ~~deficiencies in~~given our ~~internal~~limited ~~controls~~resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of our ~~officer~~qualified ~~concluded~~financial personnel to ensure that ~~our~~accounting policies and procedures are consistent across the organization and that we have adequate control over the consolidated financial statement disclosures. This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. The Company’s internal control over financial reporting was not ~~effective~~subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

ToChanges ~~the~~in ~~extent~~Internal ~~reasonably possible~~Control 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 ~~the~~Financial ~~consolidated financial statement disclosures.~~Reporting

~~This~~There ~~annual~~were ~~report~~no ~~does~~changes ~~not include~~in anour ~~attestation report of the Company’s independent registered public accounting firm regarding~~ internal control over financial reporting., as ~~The~~defined ~~Company’s~~in ~~internal~~Rules ~~control~~13a-15(t) ~~over~~and ~~financial~~15d-15(f) ~~reporting~~under ~~was~~the ~~not~~Exchange ~~subject~~Act, toduring ~~attestation by~~ the ~~Company’s~~fiscal ~~independent registered~~year ~~public~~ended ~~accounting~~December ~~firm~~31, ~~pursuant~~2024 tothat ~~rules~~have ofmaterially affected, ~~the~~or ~~SEC~~are ~~that~~reasonably ~~permit~~likely ~~the Company~~ to ~~provide~~materially ~~only~~affect, ~~management’s~~our ~~report~~internal incontrol ~~this annual~~over ~~report~~financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(t) and 15d-15(f) under the Exchange Act, during the fiscal year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

(b) Rule 1065-1 Trading Plans. During the three months ended December 31, ~~2023~~2024 none of the Company’s directors or Section 16 officers adopted or terminated a “Rule 1065-1 trading arrangement” or a “non-Rule 1065-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K..

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance.

Our executive officers and directors are as follows:

Name	Age	Title
Michael Feinsod	53	Chief Executive Office and Chairman of the Board of Directors
Hunter Garth	35	President and Director

Michael Feinsod has served as our chief executive officer and chairman since November 2021. Mr. Feinsod is the managing member of Infinity Capital, LLC, an investment management company he founded in 1999. Mr. Feinsod was executive chairman of the board of General Cannabis Corporation from August 2014 through July 2020, and was a director of The Kingstone Companies, Inc. from 2008 through June 2015. Mr. Feinsod served as a director of Ameritrans Capital Corporation from December 2005 until July 2013. Previously, Mr. Feinsod served as an investment analyst and portfolio manager at Mark Boyar & Company, Inc. He is admitted to practice law in New York and served as an associate in the Corporate Law Department of Paul Hastings LLP. Mr. Feinsod holds a J.D. from Fordham University School of Law and a B.A. from George Washington University. We believe that Mr. Feinsod’s corporate finance, legal and executive-level experience, as well as his service on the boards of other public companies, give him the qualifications and skills to serve as one of our directors.

Hunter Garth has served as our chief strategy officer and director and director since November 2021. Mr Garth was most recently was the vice president of corporate development for General Cannabis Corporation from January 2019 to July 2020, a position in which he was responsible for developing and sourcing M&A activity in the cannabis industry. Prior to that, he was the managing director of Iron Protection Group, a security company that he founded in 2013 and sold in March 2015 to General Cannabis Corporation. Mr. Garth served in the U.S. Marine Corps from October 2008 to October 2012 in multiple roles, including infantry squad leader and instructor with the USMC Special Operations Training Group. Mr. Garth attended the University of West Florida. We believe that Mr. Garth’s industry and management-level experience qualifies him to serve as one of our directors.

Terms of Office

Our directors are appointed for one-year terms in accordance with our charter documents and hold office until the earlier of (i) the next annual meeting of our shareholders, (ii) until they are removed from the board or (iii) until they resign.

Family Relationships

None.

Involvement in Certain Legal Proceedings

During the past ten years, none of our current directors or executive officers has been:

●

the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

●

convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

●

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

●

found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

●

the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

●

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and certain persons who own more than 10% of a registered class of the Company’s equity securities (collectively, “Reporting Persons”), to file reports of ownership and changes in ownership (“Section 16 Reports”) with the Securities and Exchange Commission (the “SEC”). Based solely on its review of the copies of such Section 16 Reports received by the Company, all Section 16(a) filing requirements applicable to the Reporting Persons during and with respect to the fiscal year ended December 31, ~~2023~~2024 were complied with on a timely basis, except that atwo Form 44s ~~was~~were filed late by Michael Feinsod, resulting in ~~three~~nine transactions not being reported on a timely basis.

Board Committees

We have not established any committees of the board of directors due to the small size of the Company and the board. We do not have an audit committee financial expert because we do not have the resources to retain one.

Stockholder Communication with the Board of Directors

Stockholders may send communications to our board of directors by writing to Bespoke Extracts, Inc. 12001 E. 33^rd Avenue, Unit O, Aurora, CO, 80010 Attention: Chief Executive Officer.

Code of Ethics

The Company has adopted a Code of Ethics that applies to the Company’s chief executive officer. Any person may obtain a copy of our Code of Ethics, without charge, by mailing a request to the Company at the address appearing on the front page of this Annual Report on Form 10-K or by viewing it on our website found at www.bespokeextracts.com.

Item 11. Executive Compensation.

The following table summarizes all compensation to our named executive officers during the years ended December 31, ~~2023~~2024 and December 31, ~~2022~~ 2023.

Name & Principal Position	Year		Salary		~~Salary~~		Bonus		~~Bonus~~		Stock Awards		~~Stock Awards~~		Option Awards		~~Option Awards~~		Compensation		~~Compensation~~		Total		~~Total~~
			($)		~~($)~~		($)		~~($)~~		($)		~~($)~~		($)		~~($)~~		($)		~~($)~~		($)		~~($)~~
Michael Feinsod	2024	~~2023~~	$	120,000	$	~~120,000~~	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	120,000	$	~~120,000~~
Chief Executive Officer	2023	~~2022~~	$	120,000	$	~~120,000~~	$	-	$	-	$	-	$	~~1,287,123~~	$	-	$	~~532,513~~	$	-	$	-	$	120,000	$	~~1,939,636~~
Hunter Garth	2024	~~2023~~	$	96,000	$	~~96,000~~	$	-	$	-	$	-	$	-	$		$	~~28,523~~	$	-	$	-	$	96,000	$	~~124,523~~
President	2023	~~2022~~	$	96,000	$	~~96,000~~	$	-	$	-	$	-	$	~~643,562~~	$	28,523	$	~~266,257~~	$	-	$	-	$	124,523	$	~~1,005,819~~

Employment Agreements

Outstanding Equity Awards at Fiscal Year-End

The following table sets ~~forth~~ forth our outstanding equity awards to our executive officers as of December 31, ~~2023~~2024.

	OPTION AWARDS									STOCK AWARDS
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)		Number of Securities Underlying Unexercised Options (#) Unexercisable (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested (#) (g)		Market Value of Shares or Units of Stock That Have Not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (j)
Michael Feinsod		~~444~~666,~~445~~667		~~222,222~~			$	2.70	12/14/2031		-	$	-		-		-
Hunter Garth		~~222~~333,~~222~~333		~~111,111~~		-	$	2.70	12/14/2031		-	$	-		-		-
		150,000		-		-	$	0.20	08/17/2028		-	$	-		-		-
		1.000,000		-		-	$	2.70	08/17/2028		-	$	-		-		-

Compensation of Directors

No director of the Company received any compensation for serving as director of the Company during the year ended December 31, ~~2023~~2024.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information concerning the ownership of the company’s common stock and Series C Preferred Stock as of March 31, 2024 with respect to: (i) each person known to the Company to be the beneficial owner of more than five percent of the Company’s common stock; (ii) all directors and executive officers; and (iii) directors and executive officers of the Company as a group. To the knowledge of the Company, each shareholder listed below possesses sole voting and investment power with respect to the shares indicated.

Unless otherwise indicated, the business address of each person listed is care of Bespoke Extracts, Inc., at 12001 E. 33rd Avenue, Unit O, Aurora, CO. The percentages in the table are based on 1011,~~168~~153,~~552~~220 shares of common stock outstanding as of March 31, ~~2024~~2025, and have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of March 31, ~~2024~~2025. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them.

	Amount of
	Beneficial		Percent of
Name of Beneficial Owner	Ownership		Class
Executive Officers and Directors:
Michael Feinsod(1)(2)		23,~~564~~157,~~112~~779		2426.27	%
Hunter Garth(3)		~~872~~1,~~000~~283,333		711.90	%
Officers and Directors as a group (2 persons):		34,~~436~~441,112		3136.31	%
5% Holders:
Infinity Management, LLC (2)		1,015,112		9.9	%
Infinity Management, LLC(2)		1,015,112		9.1	%

(1) Includes 1,015,112 shares of common stock held by Infinity, and ~~444~~666,~~444~~667 shares underlying vested options. Mr. Feinsod is the managing member of Infinity and has voting and investment power over the securities of the Company held by Infinity. Infinity also holds 1 share of Series C Preferred Stock of the Company, which provides the holder with 51% of the voting power of the Company’s stockholders.

(2)

Represents shares held by Infinity Management, LLC (“Infinity”). The managing member of Infinity is Michael Feinsod. He has voting and dispositive power of these shares. Infinity also owns our 1 outstanding share of Series C Preferred Stock, which entitles the holder to 51% of the voting power of the Company’s stockholders.

(3) Includes ~~372~~483,~~000~~333 shares underlying vested options.

2627

Certain Relationships and Related Transaction

~~During the year ended December 31, 2023,~~ Infinity Management, LLC, a company controlled by Michael Feinsod, the Company’s chief executive officer, ~~was~~During ~~repaid~~the $2year ended December 31,~~500 and~~ ~~advanced~~2023 the Company ~~$415~~received additional advances from Infinity Management,~~500~~ ~~for~~LLC. ~~operations~~of $53,372. OnDuring ~~September~~the ~~26,~~year ~~2023,~~ended December 31 2024 the ~~loans~~Company ~~were~~received ~~consolidated~~additional ~~into~~advances afrom Infinity ~~note~~Management, LLC. of $13,500.

On September 5, 2023 $849,500 of notes payable were converted into a 5% interest bearing note due June 30, 2025, effective November 11, 2024 the Company and Infinity Management, LLC, agreed to extend the maturity of the Infinity Note until June 30, 2026. 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.

Director Independence.

Neither of our directors is independent as defined under Nasdaq listing standards.

Item 14. Principal Accountant Fees and Services.

The following table shows the fees that were billed to the Company by its independent auditor for professional services rendered in ~~2022~~2023 and ~~2023~~2024.

Period	Audit Fees		Audit- Related Fees		Tax Fees		All Other Fees
Year ended December 31, 2022– Liggett & Webb, P.A.	$	15,576	$	-	$	-	$	-
Year ended December 31, 2022—Assurance Dimensions	$	43,500	$	-	$	-	$	-
Year ended December 31, 2023— Assurance Dimensions.	$	41,339	$	-	$	-	$	-
Year ended December 31, 2024—Assurance Dimensions	$	43,500	$	-	$	-	$	-

Audit fees. Audit fees represent fees for professional services performed by for the audit of our annual financial statements and the review of our quarterly consolidated financial statements, as well as services that are normally provided in connection with statutory and regulatory filings or engagements.

Audit-related fees. Audit-related fees represent fees for assurance and related services performed that are reasonably related to the performance of the audit or review of our consolidated financial statements.

Tax Fees. Tax Fees represent fees for preparation of tax returns.

All other fees. Liggett & Webb, P.A. and Assurance Dimensions and did not receive any other fees from us for the years ended December 31, 2023 and 2022.

The board of directors serves as the audit committee of the Company. All audit and non-audit services are pre-approved by the board of directors, which considers, among other things, the possible effect of the performance of such services on the auditors’ independence.

2728

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)

(1)

Our financial statements are listed on page F-1 of this annual report.

(2)

Financial statement schedules: None.

(b)

Exhibits.

Exhibit No.		Description
3.1		Articles of Incorporation (incorporated by reference to Form 10-SB filed August 10, 2007)
3.2		Articles and Certificates of Merger (incorporated by reference to Form 10-SB filed August 10, 2007)
3.3		Certificate of Amendment to Articles of Incorporation (incorporated by reference to 8-K filed March 19, 2012)
3.4		Certificate of Amendment to Articles of Incorporation (incorporated by reference to 8-K filed March 5, 2014)
3.5		Certificate of Amendment to Articles of Incorporation (incorporated by reference to 8-K filed December 3, 2015)
3.6		Articles of Merger (incorporated by reference to 8-K filed March 10, 2017)
3.7		Certificate of Designation of Series A Preferred Stock (incorporated by reference to 8-K filed June 14, 2012)
3.8		Certificate of Amendment to Articles of Incorporation (incorporated by reference to 8-K filed October 7, 2020)
3.9		Certificate of Designation of Series C Preferred Stock (incorporated by reference to 8-K filed March 26, 2020)
3.10		Bylaws (incorporated by reference to Form 10-SB filed August 10, 2007)
3.11		Amendment to Bylaws (incorporated by reference to 8-K filed July 7, 2022)
4.1		Description of Registrant’s Securities (incorporated by reference to 10-K filed December 18, 2020)
10.1		Asset Purchase Agreement, dated December 2, 2021, between Bespoke Extracts Colorado, LLC and WonderLeaf, LLC (incorporated by reference to 8-K filed December 8, 2021)
10.2		Amendment No. 1 to Asset Purchase Agreement between Bespoke Extracts Colorado, LLC and WonderLeaf, LLC (incorporated by reference to 8-K filed December 8, 2021)
10.3		Lease, dated December 2, 2021, between Bespoke Extracts Colorado, LLC and WL Holdings, Ltd. (incorporated by reference to 8-K filed December 8, 2021)
10.4		Employment Agreement, dated December 14, 2021, between the Company and Michael Feinsod (incorporated by reference to 8-K filed December 15, 2021) ***
10.5		Employment Agreement, dated December 14, 2021, between the Company and Hunter Garth (incorporated by reference to 8-K filed December 15, 2021) ***
10.6		Form of Restricted Stock Award Agreement (incorporated by reference to 8-K filed December 15, 2021)
10.7		Bespoke Extracts, Inc. 2021 Equity Incentive Plan (incorporated by reference to 8-K filed December 15, 2021)
10.8		Form of Option Agreement (incorporated by reference to 8-K filed December 15, 2021)
10.9		Form of Purchase Agreement (incorporated by reference to 8-K filed January 3, 2022)
10.10		Form of Warrant (incorporated by reference to 8-K filed January 3, 2022)
10.11		Amendment No. 2 to Asset Purchase Agreement (incorporated by reference to 8-K filed July 7, 2022)
10.12		Amendment No. 3 to Asset Purchase Agreement (incorporated by reference to 8-K filed September 9, 2022)
10.13		Amendment No. 4 to Asset Purchase Agreement (incorporated by reference to 8-K filed November 3, 2022)
10.14		Amendment No. 1 to Inventory Earn Out Agreement (incorporated by reference to 8-K filed November 16, 2022)
10.15		Form of Purchase Agreement (incorporated by reference to 8-K filed February 20, 2024)
10.16		Form of Note (incorporated by reference to 8-K filed February 20, 2024)
10.17		Form of Warrant (incorporated by reference to 8-K filed February 2024)
14.1		Code of Ethics (incorporated by reference to 10-K filed December 14, 2018)
16		Letter from Liggett & Webb, P.A. (incorporated by reference to 8-K filed November 7, 2022)
21.1		Subsidiaries: Bespoke Extracts Colorado, LLC (Colorado)
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act*
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted 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.

***	Indicates management contract or compensatory arrangement.

2829

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: April 18, 2024	By:	/s/ Michael Feinsod
Dated: April 21, 2025	By:	/s/ Michael Feinsod
		Michael Feinsod
		Chief Executive Officer
		(principal executive officer,
		principal financial officer and
		principal accounting officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Michael Feinsod	Chief Executive Officer and Director	April 1821, ~~2024~~2025
Michael Feinsod	(principal executive, financial and accounting officer)
/s/ Hunter Garth	Director	April 1821, ~~2024~~2025
Hunter Garth

2930

Filing Compare · Bespoke Extracts, Inc.