UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~March~~June 3130, 2025

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

For the transition period from __________ to __________

Commission File Number: 000-52759

BESPOKE EXTRACTS, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-4743354
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

12001 E. 33rd Avenue, Unit O

Aurora, CO, 80010

(Address of principal executive offices)

720-949-1143

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

As of ~~June~~August 1726, 2025, there were 11,153,220 shares outstanding of the registrant’s common stock, par value $0.001.

TABLE OF CONTENTS

		~~Page No.~~	Page No.
PART I - FINANCIAL INFORMATION		1	1
Item 1.	Financial Statements	1	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16	15
Item 4	Controls and Procedures	16	16
PART II - OTHER INFORMATION		17	17
Item 1.	Legal Proceedings	17	17
Item 1A.	Risk Factors	17	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17	17
Item 3.	Defaults Upon Senior Securities	17	17
Item 4.	Mine Safety Disclosures	17	17
Item 5.	Other Information	17	17
Item 6.	Exhibits	17	17

PART I

Item 1. Financial Statements.

Bespoke Extracts, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30,			December 31,
	2025			2024

Assets
Current assets
Cash	$	1,363		$	60,305
Accounts receivable, net		101,007			57,276
Prepaid expense		10,645			15,150
Inventory, net		41,721			32,526
Total current assets		154,736			165,257

Furniture and equipment, net		27,104			31,342
License		10,000			10,000
Right of Use Asset		63,198			140,489
Deposits		12,000			12,000
Total assets	$	267,038		$	359,088

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued liabilities	$	1,344,241		$	958,276
Note payable		15,000			20,000
Advances - related party		66,872			66,872
Operating lease liability		59,353			73,523
Total current liabilities		1,485,466			1,118,671

Long-Term liabilities
Notes payable -- secured (Net of discount of $61,427 and $68,649, respectively)		298,573			241,351
Notes payable		169,000			169,000
Note payable - related party		849,500			849,500
Long-Term Operating Lease Liability		3,805			72,504
Total liabilities		2,806,344			2,451,026

Commitments and contingencies (Note 8)

Stockholders’ Deficit
Preferred stock, par value $0.001, 50,000,000 shares authorized, 0 share issued and outstanding as of June 30, 2025 and December 31,2024, respectively		-			-
Series C Convertible Preferred Stock, $0.001 par value, 1 share designated; 1 share issued and outstanding as of June 30, 2025 and December 31, 2024, respectively, stated value $24,000.		-			-
Common stock, $0.001 par value: 3,000,000,000 authorized; 11,153,220 and 11,153,220 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		11,151			11,151
Common stock to issue 6,478 shares		-			-
Additional paid-in capital		24,319,286			24,301,027
Accumulated deficit		(26,869,743	)		(26,404,116	)
Total stockholders’ deficit		(2,539,306	)		(2,091,938	)
Total liabilities and stockholders’ deficit	$	267,038		$	359,088

	March 31,			December 31,
	2025			2024
Assets
Current assets
Cash	$	30,365		$	60,305
Accounts receivable, net		36,757			57,276
Prepaid expense		17,094			15,150
Inventory, net		38,904			32,526
Total current assets		123,120			165,257
Furniture and equipment		29,557			31,342
License		10,000			10,000
Right of Use Asset		73,448			140,489
Deposits		12,000			12,000
Total assets	$	248,125		$	359,088
Liabilities and Stockholders’ (Deficit)
Current liabilities
Accounts payable and accrued liabilities	$	1,123,600		$	958,276
Note payable		13,000			20,000
Note payable – related party		66,872			66,872
Operating lease liability		38,063			73,523
Total current liabilities		1,241,535			1,118,671
Long-Term liabilities
Notes payable -- secured (Net of discount of $73,056 and $68,649, respectively)		286,945			241,351
Notes payable		169,000			169,000
Note payable - related party		849,500			849,500
Long-Term Operating Lease Liability		35,345			72,504
Total liabilities		2,582,325			2,451,026
Commitments and contingencies (Note 8)
Stockholders’ Deficit
Preferred stock, par value $0.001, 50,000,000 shares authorized, 0 share issued and outstanding as of March 31, 2025 and December 31,2024, respectively		-			-
Series C Convertible Preferred Stock, $0.001 par value, 1 share designated; 1 share issued and outstanding as of March 31, 2025 and December 31, 2024, respectively, stated value $24,000.		-			-
Common stock, $0.001 par value: 3,000,000,000 authorized; 11,153,220 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		11,151			11,151
Common stock to issue 6,478 shares		-			-
Additional paid-in capital		24,319,286			24,301,027
Accumulated deficit		(26,664,637	)		(26,404,116	)
Total stockholders’ deficit		(2,334,200	)		(2,091,938	)
Total liabilities and stockholders’ deficit	$	248,125		$	359,088

See the accompanying notes to the condensed consolidated financial statements.

Bespoke Extracts, Inc

Condensed Consolidated Statements of Operations

(Unaudited)

	For the three months ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024

Sales	$	390,553		$	278,163		$	653,712		$	538,591
Cost of products sold		193,054			172,046			345,434			329,893
Gross Profit		197,499			106,117			308,278			208,698

Operating expenses:
Selling, general and administrative expenses		337,625			325,885			650,778			673,744
Professional fees		21,832			30,475			64,796			88,000
Total operating expenses		359,457			356,360			715,574			761,744

Loss from operations		(161,958	)		(250,243	)		(407,296	)		(553,046	)

Other income / (expenses)
Interest expense		(43,148	)		(10,652	)		(58,331	)		(21,967	)
Total other (expense) / income		(43,148	)		(10,652	)		(58,331	)		(21,967	)

Loss before income tax		(205,106	)		(260,895	)		(465,627	)		(575,013	)
Provision for income tax		-			-			-			-
Net Loss	$	(205,106	)	$	(260,895	)	$	(465,627	)	$	(575,013	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted		11,153,220			10,168,220			11,153,220			10,168,220

NET LOSS PER COMMON SHARE OUTSTANDING
Basic and Diluted	$	(0.02	)	$	(0.03	)	$	(0.04	)	$	(0.06	)

	For the Three Months Ended March 31,
	2025			2024
Sales	$	263,159		$	260,428
Cost of products sold		152,380			157,847
Gross Profit		110,779			102,581
Operating expenses:
Selling, general and administrative expenses		313,153			347,859
Professional fees		42,964			57,525
Total operating expenses		356,117			405,384
Loss from operations		(245,338	)		(302,803	)
Other income / (expenses)
Interest expense		(15,183	)		(11,315	)
Total other (expense) / income		(15,183	)		(11,315	)
Loss before income tax		(260,521	)		(314,118	)
Provision for income tax		-			-
Net Loss	$	(260,521	)	$	(314,118	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted		11,153,220			10,168,220
NET LOSS PER COMMON SHARE OUTSTANDING
Basic and Diluted	$	(0.02	)	$	(0.03	)

See the accompanying notes to the condensed consolidated financial statements.

Bespoke Extracts, Inc

Condensed Consolidated Statement of Stockholders Deficit

For The three and six months ended ~~March~~June 3130, 2025 and ~~March~~ 31June 30, 2024

(Unaudited)

					Series C
	Preferred		Preferred		Preferred		Preferred		Common		Common		Additional
	Shares		Par		Shares		Par		Shares		Par		Paid-in		Accumulated
	Outstanding		Amount		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		-		-		-		-		-		-		15,635		-			15,635
Stock option expense		-		-		-		-		-				50,418		-			50,418
Net loss for the three months ended March 31, 2024		-		-		-		-		-		-		-		(314,118	)		(314,118	)
Balance March 31, 2024		-	$	-		1	$	-		10,168,220	$	10,166	$	23,697,971	$	(25,680,759	)	$	(1,972,622	)
Warrants issued with financing		-		-		-		-		-		-		4,596		-			4,596
Stock option expense		-		-		-		-		-				56,784		-			56,784
Net loss for the three months ended June 30, 2024		-		-		-		-		-		-		-		(260,895	)		(260,895	)
Balance June 30, 2024		-	$	-		1	$	-		10,168,220	$	10,166	$	23,759,351	$	(25,941,654	)	$	(2,172,137	)

					Series C
	Preferred		Preferred		Preferred		Preferred		Common		Common		Additional
	Shares		Par		Shares		Par		Shares		Par		Paid-in		Accumulated
	Outstanding		Amount		Outstanding		Amount		Outstanding		Amount		Capital		Deficit			Total
Balance December 31, 2024		-	$	-		1	$	-		11,153,220	$	11,151	$	24,301,027	$	(26,404,116	)	$	(2,091,938	)
Warrants issued with financing		-		-		-		-		-		-		15,299		-			15,299
Stock option expense		-		-		-		-		-		-		2,960		-			2,960
Net loss for the three months ended March 31, 2025		-		-		-		-		-		-		-		(260,521	)		(260,521	)
Balance March 31, 2025		-	$	-		1	$	-		11,153,220	$	11,151	$	24,319,286	$	(26,664,637	)	$	(2,334,200	)
Warrants issued with financing		-		-		-		-		-		-				-			-
Stock option expense		-		-		-		-		-		-				-			-
Net loss for the three months ended March 31, 2025		-		-		-		-		-		-		-		(205,106	)		(205,106	)
Balance June 30, 2025		-	$	-		1	$	-		11,153,220	$	11,151	$	24,319,286	$	(26,869,743	)	$	(2,539,306	)

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

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

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

Stock option expense		-		-		-		-		-				107,202		-			107,202

Net loss for the three months ended March 31, 2024		-		-		-		-		-		-		-		(575,013	)		(575,013	)
Balance June 30, 2024		-	$	-		1	$	-		10,168,220	$	10,166	$	23,759,351	$	(25,941,654	)	$	(2,172,137	)

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

Balance December 31, 2024		-	$	-		1	$	-		11,153,220	$	11,151	$	24,301,027	$	(26,404,116	)	$	(2,091,938	)

Warrants issued with financing		-		-		-		-		-		-		15,299		-			15,299

Stock option expense		-		-		-		-		-		-		2,960		-			2,960

Net loss for the six months ended June 30, 2025		-		-		-		-		-		-		-		(465,627	)		(465,627	)
Balance June 30, 2025		-	$	-		1	$	-		11,153,220	$	11,151	$	24,319,286	$	(26,869,743	)	$	(2,539,306	)

See the accompanying notes to the condensed consolidated financial statements.

Bespoke Extracts, Inc

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Six Months Ended June 30,
	2025			2024
Cash flows from operating activities
Net Loss	$	(465,627	)	$	(575,013	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		4,238			4,402
Amortization of right of use asset, net		20,248			34,191
Amortization expense for prepaid expenses for consulting shares		-			8,149
Amortization of debt discount		22,521			3,075
Stock based compensation and stock option expense		2,960			107,202
Changes in operating assets and liabilities:
Accounts receivable		(43,731	)		(13,959	)
Prepaid expenses		4,505			(11,195	)
Inventory		(9,195	)		(16,521	)
Accounts payable and accrued liabilities		385,965			368,138
Operating lease liability, net		(25,826	)		(33,785	)
Net Cash (used in) operating activities		(103,942	)		(125,316	)

Cash flow from financing activities
Proceeds from advances - related party		-			8,500
Proceeds of notes payable		2,000
Repayments of notes payable		(7,000	)		-
Proceeds from secured notes payable		50,000			135,000
Net cash provided by financing activities		45,000			143,500

Net increase / (decrease) in cash		(58,942	)		18,184
Cash at beginning of period		60,305			6,607
Cash at end of period	$	1,363		$	24,791

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Noncash investing and financing activities:
Warrants issued for debt financing	$	15,299		$	15,635
Reduction in right of use asset and lease liability due to lease amendment	$	57,043		$	-

	For the Three Months Ended March 31,
	2025			2024
Cash flows from operating activities
Net Loss	$	(260,521	)	$	(314,118	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		1,785			3,450
Amortization of right of use asset, net		9,998			17,006
Amortization expense for prepaid expenses for consulting shares		-			3,102
Amortization of debt discount		10,893			942
Stock based compensation and stock option expense		2,960			50,418
Changes in operating assets and liabilities:
Accounts receivable		20,519			2,101
Prepaid expenses		(1,944	)		3,750
Inventory		(6,378	)		(23,076	)
Accounts payable and accrued liabilities		165,324			176,042
Operating lease liability, net		(15,576	)		(16,808	)
Net Cash used in operating activities		(72,940	)		(97,191	)
Cash flow from financing activities
Proceeds from notes payable - related party		-			5,000
Repayments of notes payable		(7,000	)		-
Proceeds from secured notes payable		50,000			100,000
Net cash provided by financing activities		43,000			105,000
Net increase / (decrease) in cash		(29,940	)		7,809
Cash at beginning of period		60,305			6,607
Cash at end of period	$	30,365		$	14,416
Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Noncash investing and financing activities:
Warrants issued for debt financing	$	15,299		$	15,635
Reduction in right of use asset and lease liability due to lease amendment	$	57,043		$	-

See the accompanying notes to the condensed consolidated financial statements.

BESPOKE EXTRACTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2025

(Unaudited)

1. NATURE OF OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN

Bespoke Extracts, Inc. 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.

Basis of Presentation

The accompanying unaudited condensed ~~consolidated~~ consolidated financial statements include the accounts of Bespoke Extracts, Inc., and its wholly owned subsidiary Bespoke Extracts Colorado, LLC (collectively, the “Company”). All inter-company balances have been eliminated. The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the consolidated financial statements and have been prepared on a consistent basis using the accounting policies described in the summary of accounting policies included in the Company’s 2024 Annual Report on Form 10-K (the “Form 10-K”). Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed, or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC. Operating results for the three and six months ended ~~March~~June 3130, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

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 $72103,~~940~~942 for period ended ~~March~~ 31June 30, 2025, and a working capital deficit of $1,~~118~~330,~~415~~730 and accumulated deficit of $26,~~664~~869,~~637~~743, as of ~~March 31~~June 30, 2025. This raises substantial doubt about ~~our~~the Company’s 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 wethe ~~issue~~Company issues 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, the weCompany will have to curtail or cease ~~our~~its operations. The consolidated 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 consolidated financial statements do not include any adjustments that might arise from this uncertainty.

Use of Estimates

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

Segment reporting

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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.

Cash and Cash Equivalents

Cash and cash equivalents include all highly ~~liquid~~ liquid investments with original maturities of three months or less at the time of purchase. At ~~March~~June 3130, 2025 and December 31, 2024, 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 the Company’s ~~financial~~ financial instruments, such as cash, accounts receivable, , accounts payable and accrued liabilities approximate their fair values due to the short-term nature of such instruments. The estimated fair value of the debt approximates the carrying value of these instruments, due to the interest rates on the debt approximating current market interest rates.

Accounts Receivable

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

The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 14 or net 30 days. Once collection efforts by the Company are exhausted, the determination for charging off uncollectible receivables is made. As of ~~March~~June 3130, 2025 and December 31, 2024, the Company had no recorded provision for credit losses.

Inventory, net

Inventories are stated at the lower of cost or or net realizable value. Cost is determined by the first-in, first-out method. Net realizable value is defined as the estimated ~~selling~~ selling price in the ordinary course of business, less cost of completion, disposition and transportation and a normal profit margin. As of ~~March 31~~June 30, 2025 and December 31, 2024, consisted of raw materials of $3841,~~904~~721 and $32,526. As of ~~March~~June 3130, 2025 and December 31, 2024, the Company had no recorded inventory reserves.

Revenue Recognition

WeThe ~~account~~Company accounts for revenue in accordance with the FASB Accounting Standard Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”. Revenue is measured based on the amount of consideration that wethe ~~expect~~Company expects 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~~The Company’s products are sold directly to licensed marijuana dispensaries in Colorado. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due on the date of shipment or within 14 to 30 days.

As of ~~March~~June 3130, 2025 ~~one~~no customer amounted to 1110.90% of the 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 is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted net income (loss) reflects the ~~potential~~ potential dilution that could occur if dilutive securities were exercised or converted into common stock, using the treasury stock method for options and warrants the “if converted” method for convertible securities. For the three and six months ended ~~March 31~~June 30, 2025 and 2024, the Company reported a net loss. As a result, all potentially dilutive securities, including 1,244,876 warrants and 1,542,842 options, were excluded from the calculation of diluted net loss per share as their effect would have been anti-dilutive.

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 public entities to disclose significant segment expenses and other segment items on an interim and annual basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating segment entity. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the guidance for the annual reporting period ended December 31, 2024. There was no impact on the Company’s reportable segments identified and additional required disclosures have been included in Note 159, Segment Reporting.

Income Taxes

WeThe ~~utilize~~Company utilizes the asset and liability method of accounting for income taxes. WeThe ~~recognize~~Company recognizes deferred tax liabilities or assets for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. WeThe Company regularly ~~assess~~assesses the likelihood that ~~our~~its deferred tax assets will be recovered from future taxable income. WeThe ~~consider~~Company considers 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. WeThe ~~have~~Company has 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 wethe ~~determine~~Company determines in the future that it is more likely than not that weit will realize all or a portion of our deferred tax assets, wethe Company will adjust ~~our~~its valuation allowance in the period wethe ~~make~~Company makes the determination. WeThe ~~expect~~Company expects to provide a full valuation allowance on ~~our~~its future tax benefits until weit can sustain a level of profitability that demonstrates ~~our~~its ability to realize these assets.

2. NOTE PAYABLE – RELATED PARTY

Note payable, related party is due to Infinity Management, LLC, an affiliate of Michael Feinsod, the Company’s chief executive officer. The note payable bears interest at 5.0% in unsecured and matures June 30, 2026 interest is payable quarterly In addition, repayment of the 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 ~~March~~June 3130, 2025 and December 31, 2024 the amount owed Infinity Management, LLC is $849,500 and $849,500, respectively. In ~~additional~~addition, as of ~~March~~June 3130, 2025 and December 31, 2024 the ~~Company~~ Company has a non interest bearing demand note outstanding in the amount of $66,872 and $66,872, respectively. Interest expense for the three and six months ended June 30, 2025 and 2024 was $10,590 and $21,063 and $0 and $0.

3. 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. During the ~~three~~six months ended ~~March~~June 3130, 2025 the Company repaid asan additional $7,000 and borrowed an additional $2,000. As of ~~March~~June 3130, 2025 and December 31, 2024 the amount owed on the loan is $1315,000 and $20,000, respectively.

On December 31, 2024, the landlord, WL Holdings, Ltd. (“WL Holdings”), converted $169,000 of unpaid rent owed by Bespoke Colorado into a 10% promissory note maturing on December 31, 2030. Interest is payable quarterly. As of ~~March~~June 3130, 2025 and December 31, 2024 the outstanding balance is $169,000.

Interest expense for the three and six months ended June 30, 2025 and 2024 was $4,225 and $8,450 and $0 and $0.

4. NOTE PAYABLE – SECURED

On ~~February~~January 1629, ~~2024~~2025, the Company entered into ~~and~~ and closed securities purchase agreements with investors pursuant to which the Company issued and sold to the investors an aggregate of $~~100~~50,000 in 15% Senior Secured Notes due ~~February~~January 1529, ~~2025~~2027 ~~(the “Notes”)~~ and warrants to purchase an aggregate of ~~100~~150,000 shares of common stock, for an aggregate purchase price of $~~100~~50,000. Interest is payable monthly. The Notes are senior in terms of priority and liquidation to all other existing debt obligations of the Company. The warrants vested immediately and have a term of two years and an exercise price of $0.11102. The warrants were fair valued at $15,~~636~~ 299 using a Black-Scholes pricing model with the following assumptions: dividend yield of 0%, annual volatility of ~~583~~569%, risk free interest rate of 4.6421%, an expected life of 12 year. The Company utilized the Relative Fair Value to allocate the value of the warrants and recorded it as debt discount, which is amortized over the term of the note using the effective interest method. On December 19, 2024, the Company entered into a new loan agreement extending the due date to June 30, 2026 and issuing the holders an additional warrants to purchase an aggregate of 150,000 shares of common stock. Interest is payable monthly. The warrants have a term of two years and an exercise price of $0.621 The warrants were fair 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 fair value of the warrants were recorded as debt discount, which is amortized over the term of the note using the effective interest method. Per ASC 470-50-40-6, an exchange of debt instruments with substantially different terms is a debt extinguishment and shall be accounted for in accordance with paragraph 405-20-40-1. The debt instruments exchanged are deemed to be substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the terms of the original debt instrument. In addition, the terms are automatically considered substantially different if an exchange of debt instruments adds a substantive conversion option. Per ASC 470-50-40-10, if the terms of a debt instrument are changed or modified and the cash flow effect on a present value basis is less than 10%, the debt instrument is not considered to be substantially different. The Company determined the modification was less that 10% and is not considered to be substantially different.

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. Interest is payable monthly. 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 fair valued at $1,397 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, which is amortized over the term of the note using the effective interest method. 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. Interest is payable monthly. The warrants have a term of two years and an exercise price of $0.621 The warrants were fair 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 fair value of the warrants were recorded as debt discount, which is amortized over the term of the note using the effective interest method. Per ASC 470-50-40-6, an exchange of debt instruments with substantially different terms is a debt extinguishment and shall be accounted for in accordance with paragraph 405-20-40-1. The debt instruments exchanged are deemed to be substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the terms of the original debt instrument. In addition, the terms are automatically considered substantially different if an exchange of debt instruments adds a substantive conversion option. Per ASC 470-50-40-10, if the terms of a debt instrument are changed or modified and the cash flow effect on a present value basis is less than 10%, the debt instrument is not considered to be substantially different. The Company determined the modification was less that 10% and is not considered to be substantially different.

	June 30, 2025			December 31, 2024
Note amount	$	360,000		$	310,000
Debt discount		(93,283	)		(77,984	)
Amortization of debt discount		31,856			9,335
Notes payable, net	$	298,573		$	241,351

8Interest expense for the three and six months ended June 30, 2025 and 2024 was $16,313 and $23,001 and $4,125 and $4,750.

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. Interest is payable monthly. 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 $3,199 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 fair value of the warrants were recorded as debt discount, which is amortized over the term of the note using the effective interest method. Per ASC 470-50-40-6, an exchange of debt instruments with substantially different terms is a debt extinguishment and shall be accounted for in accordance with paragraph 405-20-40-1. The debt instruments exchanged are deemed to be substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the terms of the original debt instrument. In addition, the terms are automatically considered substantially different if an exchange of debt instruments adds a substantive conversion option. Per ASC 470-50-40-10, if the terms of a debt instrument are changed or modified and the cash flow effect on a present value basis is less than 10%, the debt instrument is not considered to be substantially different. The Company determined the modification was less that 10% and is not considered to be substantially different.

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. Interest is payable monthly. 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 $0.062. The warrants were fair 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 2 year. The Company utilized the Relative Fair Value to allocate the value of the warrants and recorded it as debt discount, which is amortized over the term of the note using the effective interest method.

On January 29, 2025, the Company entered into and closed securities purchase agreements with investors pursuant to which the Company issued and sold to the investors an aggregate of $50,000 in 15% Senior Secured Notes due January 29, 2027 and warrants to purchase an aggregate of 150,000 shares of common stock, for an aggregate purchase price of $50,000. Interest is payable monthly. 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 $0.102. The warrants were fair valued at $15,299 using a Black-Scholes pricing model with the following assumptions: dividend yield of 0%, annual volatility of 569%, risk free interest rate of 4.21%, an expected life of 2 year. The Company utilized the Relative Fair Value to allocate the value of the warrants and recorded it as debt discount, which is amortized over the term of the note using the effective interest method.

	March 31, 2025			December 31, 2024
Note amount	$	360,000		$	310,000
Debt discount		(93,283	)		(77,984	)
Amortization of debt discount		20,228			9,335
Notes payable, net	$	286,945		$	241,351

5. LEASES

In connection with the WonderLeaf Purchase , ~~Bespoke~~ Bespoke Colorado entered into a lease agreement 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, 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. Effective January 1, 2025, the Lease was amended to provide for a reduced monthly base rent of $4,000, which reduced the right of use asset and lease liability by $57,043.

Supplemental balance sheet information related to leases was as follows

Lease term and discount rate were as follows:

	March 31,
	June 30,
	2025
Weighted average remaining lease term (years)		1.6742
Weighted average discount rate		10	%

The component of lease costs was as follows:

	Three Months ended March 31,
	Six Months ended June 30,
	2025
Operating lease cost	$	820,000
Variable lease cost (1)		410,~~200~~500
Total lease costs	$	1230,~~200~~500

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

Operating Leases	Classification	~~March~~June 3130, 2025
Right-of-use assets	Right of use assets	$	7363,~~448~~198
Current lease liabilities	Current operating lease liabilities		3859,~~063~~353
Non-current lease liabilities	Long-term operating lease liabilities		353,~~345~~805
Total lease liabilities		$	7363,~~408~~158

Maturities of lease liabilities were as follows as of ~~March~~June 3130, 2025:

	Operating
	Leases
2025	$	48,000
2026		3220,000
Total undiscounted lease payments		8068,000
Less: Present value discount		(64,~~592~~842	)
Total Present value of lease liabilities	$	7363,~~408~~158

6. EQUITY

Common Stock and Preferred Stock

As of ~~March~~June 3130, 2025 and December 31, 2024, 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 ~~March~~June 3130, 2025 and December 31, 2024, respectively. 1 share of preferred stock is designated Series C Preferred Stock and is issued and outstanding as of ~~March~~June 3130, 2025 and December 31, 2024, respectively. ~~The~~ 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.

109

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. As of ~~March~~June 3130, 2025 and December 31, 2024, 266,667 shares of common stock have been issued under the 2021 Plan and are all vested.

Warrants

The following table summarizes the warrant activities during the ~~three~~ six months ended ~~March~~June 3130, 2025:

	Number of Warrants		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2024		1,094,876		0.62		1.49
Granted		150,000		0.10		1.9267
Canceled or expired		-		-		-
Outstanding at March 31, 2025		1,244,876	$	0.60		1.63 years
Outstanding at June 30, 2025		1,244,876	$	0.60		1.38 years
Exercisable at March 31, 2025		1,244,876	$	0.60		1.63 years
Exercisable at June 30, 2025		1,244,876	$	0.60		1.38 years
Intrinsic value at March 31, 2025			$	-
Intrinsic value at June 30, 2025			$	64,269

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.~~0762~~114 for the Company’s common stock on ~~March~~June 3130, 2025.

Options

On January 8, 2024, the Company issued to an ~~employee~~ employee options to purchase a total of 225,000 shares of common stock at an exercise price of $0.20. The options vest 50% on January 15, 2024 and 50% over a period of 12 months and have a term of 10 years. The options were fair valued at $8,919 using a Black-Scholes pricing model with the following assumptions: dividend yield of 0%, annual volatility of 392%, risk free interest rate of 4.82%, an expected life of3 years.. During the three and six months ended ~~March~~June 3130, 2025 and 2024 the Company recorded $~~201~~0 and $50 and $10,~~374~~822 and $21,643 of expenses associated with the vesting of these stock options. As of ~~March~~June 3130, 2025 the options were fully vested.

On March 1, 2024, the Company issued to several employees options to purchase a total of 99,000 shares of common stock at an exercise price of $0.22. The options vest over a period of 12 months and have a term of 5 years. The options were fair valued at $44,306 using a Black-Scholes pricing model ~~model~~ with the following assumptions: dividend yield of 0%, annual volatility of 350%, risk free interest rate of 4.94%, an expected life of 4 years... During the three and six months ended ~~March~~June 3130, 2025 and 2024 the Company recorded $2,759 and $12,~~594of~~759 and $4,931 and $6,557of expenses associated with the vesting of these stock options. As of ~~March~~June 3130, 2025 the options were fully vested.

1110

The ~~following~~Company ~~table~~also ~~summarizes~~had option grants from prior periods that were fully vested as of December 31, 2024. Accordingly, no expense was recognized for these awards during the three ~~option~~and ~~activities~~six months ended June 30, 2025. For comparison purposes, the Company recognized $1,115 and $6,489 of expense related to these awards during the three and six months ended ~~March~~June 3130, ~~2025:~~2024, respectively.”

	Number of Options			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2024		1,565,342		$	2.67		6.61 years
Granted		-		$	-		-
Canceled or expired		(22,500	)		.22
Exercised		-			-
Outstanding at March 31, 2025		1,542,842		$	1.81		5.76 years
Exercisable at March 31, 2025		1,542,842		$	1.81		5.73 years
Intrinsic value at March 31, 2025				$	-

The following table summarizes the option activities during the six months ended June 30, 2025:

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.0762 for the Company’s common stock on March 31, 2025.

	Number of Options			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2024		1,565,342		$	2.67		6.61 years
Granted		-		$	-		-
Canceled or expired		(22,500	)	$	.22
Exercised		-			-
Outstanding at June 30, 2025		1,542,842		$	1.84		5.55 years
Exercisable at June 30, 2025		1,542,842		$	1.84		5.55 years
Intrinsic value at June 30, 2025				$	-

The ~~future~~aggregate ~~expense~~intrinsic value is calculated as the difference between the exercise price of ~~March~~the ~~31,~~underlying ~~2025~~warrants isand the closing stock price of $0.114 for the Company’s common stock on June 30, 2025.

The future expense as of June 30, 2025 is $0.

7. RELATED PARTY TRANSACTIONS

As of ~~March~~June 3130, 2025 and December 31, 2024 Michael Feinsod is owed a total of $3060,000 and $0 of accrued salary and accounts payable mainly for travel related expenses of $161,553 and $171,553, respectively.

8. COMMITMENTS AND CONTINGENCIES

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. 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. 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. As of ~~March~~June 3130, 2025, the Company owed accrued salary of $3060,000.

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. WeThe ~~believe~~Company believes 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.

On June 5, 2025, a vendor sued the Company in Colorado state court, alleging non-payment of approximately $35,560 for packaging products. The Company plans to defend the lawsuit and has fully reserved for the amount.

9. SEGMENT REPORTING

The Company operates as a single reportable segment, as the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer (“CEO”), evaluates the business on a consolidated basis and does not receive discrete financial information for multiple business units.

1211

Measure of Segment Profit or Loss

The CODM assesses the Company’s financial performance based on operating loss, which aligns with the amount reported in the statement of comprehensive loss. The following table presents a reconciliation of segment operating loss to net income (loss):

	Three Months ended March 31
	Three Months ended						Six Months ended
	2025			2024
	June 30,						June 30,
Revenues
	2025			2024			2025			2024
Product and other sales	$	263,159		$	260,428
Revenues
Total revenues		263,159			260,428
Product and other sales	$	390,553		$	278,163		$	653,712		$	538,591
Cost of revenues
Total revenues		390,553			278,163			653,712			538,591
Product and other sales		152,380			157,847
Cost of revenues
Total cost of revenues		152,380			157,847
Product and other sales		193,054			172,046			345,434			329,893
Gross profit		110,779			102,581
Total cost of revenues		193,054			172,046			345,434			329,893
Operating expenses
Gross profit		197,499			106,117			308,278			208,698
Research and development		8,623			-
Operating expenses
Professional Fees		42,694			57,525
Research and development		-			-			8,623			-
General and administrative		304,800			347,859
Professional Fees		21,832			30,475			64,796			88,000
Total operating expenses		356,117			405,384
General and administrative		337,625			325,885			642,155			673,744
Net loss from operations		(245,338	)		(302,803	)
Total operating expenses		359,457			356,360			715,574			761,744
Other income (expenses)
Net loss from operations		(161,958	)		(250,243	)		(407,296	)		(553,046	)
Interest income		-			-
Other income (expenses)
Interest expense and bank charges		(1543,~~183~~148	)		(1110,~~315~~652	)		(58,331	)		(21,967	)
Total other income (expenses)		(1543,~~183~~148	)		(1110,~~315~~652	)		(58,331	)		(21,967	)
Net income (loss) before income taxes		(~~260~~205,~~521~~106	)		(~~314~~260,~~118~~895	)		(465,627	)		(575,013	)
Income taxes		—			—			—			—
Net income (loss)	$	(~~260~~205,~~521~~106	)	$	(~~314~~260,~~118~~895	)	$	(465,627	)	$	(575,013	)

Significant Segment Expenses

The Company considers the following as significant expenses in evaluating its segment performance:

●

Research and Development: includes costs related to new product development, including product processing and blending techniques.

●

General and Administrative: includes personnel costs, professional fees, and other overhead expenses.

●

Sales and Marketing: includes personnel costs and other sales related expenses.

●

Cost of Revenues: represents labor costs, material costs and manufacturing overhead costs associated with the production of materials transferred to the customer from the Company’s facility.

Since the Company has only one reportable segment, no additional segment disclosures are required beyond entity-wide disclosures presented below.

Entity-Wide Disclosures

● Geographic Revenue Information: For the three and six months ended ~~March~~June 3130, 2025 100% of the Company’s net sales were generated in North America, specifically in the State of Colorado. For the three and six months ended ~~March~~June 3130, 2024 100% of the Company’s net sales were generated in North America, specifically in the State of Colorado. Refer to Note 9.

● Major Customers:. The Company had ~~three~~no customers that accounted for 1610.90% of revenue for the three months ended June 30, 2025 and 8had one customer that accounted for 13.69% of net accounts receivable as of June 30, 2025. The Company had no customers that accounted for 10.0% of revenue for the three months ended ~~March~~June 3130, ~~2025~~2024. InNet ~~addition~~accounts receivable concentration related to major customers was 26.1% as of December 31, ~~the~~2024. The Company had ~~three~~no customers that accounted for 2510.10% of revenue for the ~~three~~six months ended ~~March~~June 3130, ~~2024~~2025. ~~and~~The 41Company had no customers that accounted for 10.40% of ~~net~~revenue ~~accounts~~for ~~receivable~~the assix ofmonths ~~December~~ended 31June 30, 2024. ~~Refer to Note 9.~~

~~10. SUBSEQUENT EVENTS~~12

On June 5, 2025, a vendor sued Bespoke Extracts Colorado, LLC in Colorado state court, alleging non-payment of approximately $34,000 for packaging products from an open account. The Company plans to defend the lawsuit and has fully reserved for the amount.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this report and other filings with the SEC, reports to our stockholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “may,” “should,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this report to conform forward-looking statements to actual results, except as may be required under applicable law. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:

●

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

●

Our failure to earn significant revenues or profits;

●

Volatility, lack of liquidity or decline of our stock price;

●

Potential fluctuation in quarterly results;

●

Rapid and significant changes in markets; and

●

Insufficient revenues to cover operating costs.

The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this report.

Overview

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

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

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

Beginning January 1, 2025, we rebranded our product offerings in Colorado as The Joint Company.

1413

Results of Operations for the three months ended ~~March~~June 3130, 2025 and ~~March~~June 3130, 2024

Sales

Sales during the three months ended ~~March~~June 3130, 2025 were $~~263~~390,~~159~~553 compared to $~~260~~278,~~428~~163 for the three months ended ~~March~~June 3130, 2024. The increase in sales was ~~due~~a toresult of increased ~~direct~~product sales of ~~branded~~ pre-rolled joints ~~and~~to ~~joint~~licensed dispensaries in Colorado as well as increased joint production services tofor ~~licensed~~third ~~dispensaries~~parties. The increase in ~~Colorado~~joint sales was primarily driven by new products. The increase in sales was also a result of increased processing services for third parties.

Cost of Goods Sold

Cost of goods sold for the three months ended ~~March~~June 3130, 2025 was $~~152~~193,~~380~~ 054 compared to $~~157~~172,~~847~~046 for the three months ended ~~March~~June 3130, 2024. The increase ~~decrease~~ was a ~~primarily~~direct a result of ~~increased~~the ~~efficiencies~~increase in ~~production of pre-rolled joints, partially offset by increased packaging and testing costs, primarily attributable to the development and launch of new products~~sales. The ~~decrease~~increase in cost of sales, ~~as a percentage of sales,~~ was due ~~increased~~to ~~efficiencies~~increases in purchases of raw materials, packaging, and labor associated with the production of pre-rolled joints. Labor and ~~offset~~input bymaterials, ~~increased~~as ~~marketing~~a ~~and~~percentage ~~sampling~~of ~~efforts~~sales, ~~for~~both ~~the~~decreased ~~launch~~when ofcompared ~~new~~to ~~products~~the prior year period. Packaging and production materials, as a percentage of sales, increased when compared to the prior year

Operating Expenses

Selling, general and administrative expenses for the three months ~~March 31~~June 30, 2025 and ~~March~~June 3130, 2024 were $~~313~~337,~~153~~625 and $~~347~~325,~~859~~885, respectively. The decrease was mainly attributable to ~~a reduction in~~ stock -based compensation of $~~2,960~~0 for the three months ended ~~March~~June 3130, 2025 compared to $5059,~~418~~855 for the three months ended ~~March~~June 3130, 2024 and ~~as well as a~~ decrease in ~~salaries.~~rent ~~Professional~~paid ~~fees~~of ~~were~~ $4212,~~964~~000 ~~and $57,525, respectively~~ for the three months ended ~~March~~June 3130, 2025 ~~and~~compared to $36,000 for ~~March~~the 31three months ended June 30, 2024. ~~The~~These ~~decrease~~items inwere ~~expenses~~partially ~~was~~offset ~~due~~by toincreases ~~decreased~~in ~~legal~~audit and accounting ~~fees~~expense, sales commissions and payroll expense.

Net Loss

Our net loss for the three months ended ~~March~~June 3130, 2025 was $~~260~~205,~~521~~106, or $0.02 per share, compared to a net loss for the three months ended ~~March~~June 3130, 2024 of $~~314~~260,~~118~~895, or $0.03 per share.

Results of Operations for the six months ended June 30, 2025 and June 30, 2024

Sales

Sales during the six months ended June 30, 2025 were $653,712 compared to $538,591 for the six months ended June 30, 2024. The increase in sales was a result of increased product sales of pre-rolled joints to licensed dispensaries in Colorado as well as increased joint production services for third parties. The increase in joint sales was primarily driven by new products in addition to an increase in sales of Fresh Joint products. The increase in sales was also a result of increased processing services for third parties.

Cost of Goods Sold

Cost of goods sold for the six months ended June 30, 2025 was $345,434 compared to $329,893 for the six months ended June 30, 2024. The increase was a direct result of the increase in sales. The increase in cost of sales was due to increases in purchases of raw materials, packaging, and labor associated with the production of pre-rolled joints. The decrease in cost of goods sold, as a percentage of sales, was primarily driven by decreases in all categories as the company increased efficiencies with revenue growth.

Operating Expenses

Selling, general and administrative expenses for the six months June 30, 2025 and June 30, 2024 were $650,778 and $673,744, respectively. The decrease was mainly attributable to stock-based compensation of $0 for the six months ended June 30, 2025 compared to $82,079 for the six months ended June 30, 2024 and was partially offset by increase in salaries and product delivery expense. Professional fees were $64,796 and $88,000, respectively for the six months ended June 30, 2025 and June 30, 2024. The decrease in expenses was due to decreased legal fees.

Net Loss

Our net loss for the six months ended June 30, 2025 was $465,627, or $0.04 per share, compared to a net loss for the six months ended June 30, 2024 of $575,013, or $0.06 per share.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2025, we had cash of $301,~~365~~363. Net cash used in operating activities for the ~~three~~six months ended ~~March~~June 3130, 2025 was $72103,~~940~~942. Our current liabilities as of ~~March~~June 3130, 2025 were $ 1,~~241~~485,~~535~~466 and consisted of accounts payable and accrued liabilities of $1,~~123~~344,~~600~~241, ~~advances~~ ~~from related party of $66,872,~~ current portion of lease liability of $3859,~~083~~353 and ~~notes~~advances payable related party of $1366,~~000~~872. As of ~~March~~ 31June 30, 2024, we had cash of $1424,~~416~~791. Net cash used in operating activities for the ~~three~~six months ended ~~March~~June 3130, 2024 was $97125,~~191~~316. Our ~~current~~ current liabilities as of ~~March~~June 3130, 2024 were $ 1,~~345~~573,~~306~~439 and consisted of accounts payable and accrued liabilities of $1,~~137~~329,~~298~~393, current portion of lease liability of $64,330 and ~~notes~~advances payable related party of $8561,~~307~~872.

During the ~~three~~six months ended ~~March~~June 3130, 2025 the Company borrowed ~~an additional~~ $~~50,000~~0 from ana ~~unrelated~~related party ~~and made repayments of notes payable of $7,000~~. During the ~~three~~six months ended ~~March~~June 3130, 2024 the Company borrowed ~~an additional~~ $58,~~000~~500 from a related party.

The unaudited condensed consolidated financial statements included in this report have been prepared assuming a continuation of the Company as a going concern. The Company had negative cash flows from operations for the ~~three~~six months ended ~~March~~June 3130, 2025 and the year ended December 31, 2024 and had a working capital deficit at ~~March~~June 3130, 2025 and December 31, 2024. This raises substantial doubt about our ability to continue as a going concern.

15Until recently, we have not generated positive cash flows from operating activities. Our primary source of capital has been from the sale of equity and convertible debt securities. Our primary use of capital has been for professional fees and selling, general and administrative costs. We have no committed sources of capital and will need to raise additional capital to continue and expand our operations. Additional capital may not be available on terms acceptable to us, or at all.

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

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

Off-Balance Sheet Arrangements

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

Critical accounting policies and estimates

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required for smaller reporting companies.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Management of the Company conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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

●

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

●

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

●

Documentation of all proper accounting procedures is not yet complete.

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

Changes in Internal Control over Financial Reporting

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

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

~~In the~~From ~~ordinary~~time ~~course~~to ~~of business~~time, ~~the~~we ~~Company~~are isa ~~involved~~party to invarious ~~lawsuits~~legal ~~incidental~~proceedings toor ~~its~~claims ~~business,~~arising ~~including~~in ~~litigation~~the ~~related~~ordinary tocourse ~~employment and~~of ~~commercial matters~~business. ~~Although~~For itinformation isrelated ~~difficult~~ to ~~predict~~legal ~~the ultimate outcome of these matters~~proceedings, ~~management~~see ~~believes that any ultimate~~the ~~liability~~discussion ~~would~~under ~~not~~the ~~have~~caption aLegal ~~material~~Proceedings ~~adverse~~in ~~effect~~Note on8 ~~the~~- ~~Consolidated~~Commitments ~~Balance~~and ~~Sheets~~Contingencies orto ~~results~~our ofunaudited ~~operations.~~condensed ~~Other~~consolidated ~~than as disclosed~~financial ~~herein,~~statements asincluded ofin ~~March~~Part 31I, ~~2025,~~Item ~~there~~1 ~~were~~of nothis ~~pending~~Quarterly ~~lawsuits~~Report, ~~that~~which ~~could~~information ~~reasonably~~is beincorporated ~~expected~~by toreference ~~have~~into athis ~~material~~Part ~~effect~~II, ~~on the results~~Item ~~of the Company’s Consolidated Financial Statements~~1.

Item 1A. Risk Factors.

Not required for smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

No disclosure required.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS		Inline XBRL Instance Document
101		Inline XBRL Document set for the financial statements and accompanying notes in Part I, Item 1, of this Quarterly Report on Form 10-Q
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BESPOKE EXTRACTS, INC.
Dated: June 30, 2025	By:	/s/ Michael Feinsod
Dated: August 27, 2025	By:	/s/ Michael Feinsod
		Michael Feinsod Chief Executive Officer
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Filing Compare · Bespoke Extracts, Inc.