The accompanying notes are an integral part
of these consolidated financial statements.
The accompanying notes are an integral part
of these consolidated financial statements.
The accompanying notes are an integral part
of these consolidated financial statements.
The accompanying notes are an integral part
of these consolidated financial statements.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 — NATURE OF OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN
Nature of Business Operations
Cine-Source Entertainment,
Inc. (the “Old Corporation”) a Colorado corporation, was formed on July 29, 1988. Pursuant to a Plan of Merger dated
February 24, 2004, the Old Corporation filed Articles and Certificate of Merger with the Secretary of State of the State of Colorado
merging the Old Corporation into Cine-Source Entertainment, Inc. (the “Surviving Corporation”), a Colorado corporation.
A previous controlling stockholder group of the Old Corporation arranged the merger for business reasons that did not materialize.
On April 26, 2004, the Surviving Corporation effectuated a 1 for 200 reverse stock split. The name of the Surviving Corporation
was changed to First Quantum Ventures, Inc., on April 27, 2004. On April 13, 2006, the Surviving Corporation formed a wholly owned
subsidiary, a Nevada corporation named First Quantum Ventures, Inc., and on May 5, 2006 merged the Surviving Corporation with and
into this subsidiary.
On March 15, 2012, the
Company changed its name to DiMi Telematics International, Inc.
On April 16, 2012, the
Company issued a 1 for 1 stock dividend to current stockholders whereby the Company issued an additional 33,959,744 shares of common
stock. On May 16, 2012, the Company issued an additional 1 for 1 stock dividend to current stockholders whereby an additional
71,286,155 shares were issued. The dividends were also applied to outstanding warrants. The Company has reflected the
dividends as splits, which have been retroactively reflected in the financial statements.
In early 2017, our management
team elected to suspend further investment and working capital on developing the Company’s technology and business prospects,
turning its attention to prevailing new business opportunities in other high growth industries; namely the hemp-derived cannabidiol
(“CBD”) market. On March 10, 2017, the Company changed its name to Bespoke Extracts, Inc. to align the Company’s
corporate identity with its new business plan.
The Company is now focused on bringing to
market a proprietary line of premium, quality, all natural CBD products in the forms of tinctures, capsules, drops and edibles
for the nutraceutical and veterinary markets. Produced using pure, all natural, zero-THC phytocannabinoid-rich (“PCR”)
hemp-derived isolate, our products will be marketed as dietary supplements through wholesale channels and direct-to-consumers
via our retail ecommerce store found at
www.bespokeextracts.com
.
Principles of Consolidation
The accompanying financial statements present
on a consolidated basis the accounts of Bespoke Extracts, Inc. DiMi Telematics International, Inc. (formerly DiMi Telematics International,
Inc.), a Nevada corporation (the “Company”). All significant intercompany accounts and transactions have been eliminated
in consolidation.
Certain prior period amounts have been
reclassified to conform to current period presentation.
Going
Concern
The
accompanying financial statements have been prepared assuming a continuation of the Company as a going concern. The Company has
reported a net loss 6,679,497 for the year ended August 31, 2017 and had a working capital deficit of $127,451 as of August 31,
2017. These conditions raise substantial doubt about our ability to continue as a going concern.
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. The accompanying financial
statements do not contain any adjustments that may result from the outcome of this uncertainty.
Cash
and Cash Equivalents
For
purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less
than three months.
Concentrations
of Credit Risk
Financial
instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash
and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times,
such investments may be in excess of the FDIC insurance limit
Intellectual
Property
Intellectual
property is stated at cost. When retired or otherwise disposed, the related carrying value and accumulated amortization are removed
from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor
additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their
estimated useful lives being 3 years up to 15 years.
Income
Taxes
The
Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets
and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under
this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and
tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes
the enactment date.
The
Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized.
In making such determination, the Company considers all available positive and negative evidence, including future reversals of
existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.
A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the
Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded
amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes.
The
Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when
it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals
or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold
at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition,
classification, interest and penalties, accounting in interim periods, disclosure and transition.
Revenue
Recognition
The Company intends to recognize revenue
on four basic criteria which must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination
of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered
and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and
other adjustments are provided for in the same period the related sales are recorded.
Stock Based Compensation
The Company accounts for all compensation
related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date for
employee awards and upon a commitment date or completion of services for nonemployee awards based on the value of the award and
is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to
calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued
using the market price of the stock on the date of the related agreement.
Net Loss per Share
Basic loss per share amounts are computed
based on net 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. Outstanding options, warrants and convertible debt were excluded
from the calculation of diluted loss per share during 2017 and 2016 because their inclusion would have been anti-dilutive.
Management
Estimates
The
presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results
could differ from those estimates.
2.
ASSET PURCHASE AGREEMENT
On
February 21, 2017, the Company, purchased all right, title, interest and goodwill in or associated with certain the domain names
set forth in an asset purchase agreement for a total of cash $20,185 and 200,000 shares of the Company’s common stock valued
at $30,000. For the year ended August 31, 2017 amortization expense amounted to $1,739 has been recognized. The domain names are
being amortized over a 15 year period
3.
NOTE PAYABLE – RELATED PARTY
On
April 27, 2016, the Company issued our CEO a 7% unsecured promissory note in the amount of $2,500 which matured six months from
the date of issuance. On July 5, 2016, the Company issued our CEO a 7% unsecured note in the amount of $3,000 which matured six
months from date of issuance. On November 17, 2016, the Company repaid the principal amount of the notes, or $5,500.
The changes in these notes payable to this
related party consisted of the following during the year ended August 31, 2017 and the year ended August 31, 2016:
|
|
August 31,
2017
|
|
|
August 31,
2016
|
|
Notes payable – related party at beginning of period
|
|
$
|
5,500
|
|
|
$
|
-
|
|
Payments on notes payable – related party
|
|
|
(5,500
|
)
|
|
|
-
|
|
Borrowings on notes payable – related party
|
|
|
50
|
|
|
|
5,500
|
|
Note payable – related party at
end of period
|
|
$
|
50
|
|
|
$
|
5,500
|
|
On
May 17, 2016, the Company issued to Lyle Hauser, the Company’s largest shareholder, a 7% unsecured promissory note in the
amount of $10,000 which matured six months from the date of issuance. On August 16, 2016, the Company issued a significant shareholder
a 7% unsecured promissory note in the amount of $16,000 which matures six months from the date of issuance. On October 26, 2016,
the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $10,000 which matures six months
from the date of issuance. On November 14, 2016, the Company issued a significant shareholder 7% unsecured promissory note in
the amount of $80,000 which matures six months from the date of issuance. On February 17, 2017, the Company issued a significant
shareholder 7% unsecured promissory note in the amount of $30,000 which matures six months from the date of issuance. On March
31, 2017, the Company issued a significant shareholder 7% unsecured promissory note in the amount of $7,000 which matures six
months from the date of issuance. As of August 31, 2017 a total of $153,000 is in default.
The changes in notes payable to these
related parties consisted of the following during the year ended August 31, 2017 and 2016.
|
|
August 31,
2017
|
|
|
August 31, 2016
|
|
Notes payable – related party at beginning of period
|
|
$
|
26,000
|
|
|
$
|
-
|
|
Payments on notes payable – related party
|
|
|
-
|
|
|
|
-
|
|
Borrowings on notes payable – related party
|
|
|
127,000
|
|
|
|
26,000
|
|
Note payables – related party at end of period
|
|
$
|
153,000
|
|
|
$
|
26,000
|
|
On April 11, 2017, the Company executed
a $540,000 related party Convertible Debenture with an original issue discount of $180,000. The note has a 0% interest rate and
a term of two years. If the note is not paid in full on the due date, the note will have a 0% interest rated until paid in full.
In connection with the note, the Company issued the lender an aggregate of 2,700,000 shares and 900,000 warrants. The relative
fair value of the stock ($157,509) and warrants ($44,981) aggregating $202,490 was recognized as a discount to the note. Amortization
of $35,653 was recognized during the nine months ended May 31, 2017. The conversion price of the outstanding balance is the lesser
of $3.00 or 40% of the volume weighted average price of the 30 days at date of conversion; not to be less than $1.00. In connection
with the note the lender is entitled to receive greater of 5% every dollar raised through financing or every dollar of revenue
generated through the earlier of maturity date and repayment of the principle.
|
|
August 31,
2017
|
|
Related Party Convertible debenture
|
|
$
|
540,000
|
|
Unamortized discount
|
|
|
(346,837
|
)
|
Related Party Convertible debenture, net of unamortized discount
|
|
$
|
193,163
|
|
4.
EQUITY
Common
Stock
The
Company was formed in the state of Nevada on April 13, 2006. The Company has authorized capital of 800,000,000 shares
of common stock with a par value of $0.001, and 50,000,000 shares of preferred stock with a par value of $0.001.
On October 1, 2015, the Board of Directors
and a majority of the Company’s shareholders approved an amendment of the Company’s Articles of Incorporation to effect
a one (1) for three (3) reverse stock split of the Company’s outstanding common stock (the “Reverse Split”).
The Reverse Split became effective on December 1, 2015. As a result of the Reverse Split, each three (3) shares of common stock
issued and outstanding prior to the Reverse Split have been converted into one (1) share of common stock. The effect of the Reverse
Split has been applied retroactively throughout this report.
On March 10, 2017, the Company changed
its name to Bespoke Extracts, Inc. (formerly known as DiMi Telematics International, Inc.).
On
March 10, 2017, the Company changed its name to Bespoke Extracts, Inc. (formerly known as DiMi Telematics, Inc.).
On
April 11, 2017, the Company issued 2,700,000 shares of common stock in connection with the issuance of a convertible note with
a principal amount of $540,000 (see Note 6). The relative fair value of the stock of $157,509 was recognized as a discount to
the note that is being amortized to interest expense over the life of the note.
During the year ended August 31, 2017,
the Company issued an aggregate of 40,000,000 common shares pursuant to exercise of options and warrants for proceeds of $5,000.
During the year ended August 31, 2017 20,000,000 shares we cancelled and returned to the company along with the return of the $2,000
exercise price.
Warrants
During
the year ended August 31, 2017, warrant activity includes the following:
Warrants
granted on March 14, 2017, the Company entered into an employment agreement with Barry Tenzer to continue as CEO of the Company.
In connection with the employment agreement the Company issued Mr. Tenzer a warrant to purchase up to 20,000,000 share of common
stock at a per share price of $0.0001. The warrant was exercised in full on March 28, 2017. On May 22, 2017, Barry Tenzer resigned
as President and Chief Executive Officer. In connection with the resignation of Mr. Tenzer, the 20,000,000 shares of stock issued
upon the exercise of the warrants was returned to the company and cancelled and the exercise proceeds of $2,000 were returned
to Mr. Tenzer. The fair value of the warrants was determined to be $4,998,021 which was recognized as compensation expense during
the year ended August 31, 2017.
The
following table summarizes the warrant activity issued to Barry Tenzer during the year ended August 31, 2017:
|
|
Number of
Warrants
|
|
|
Weighted-
Average
Price Per Share
|
|
Outstanding at August 31, 2016
|
|
|
-
|
|
|
$
|
-
|
|
Granted
|
|
|
20,000,000
|
|
|
|
.0001
|
|
Canceled or expired
|
|
|
|
|
|
|
-
|
|
Exercised
|
|
|
20,000,000
|
|
|
|
.0001
|
|
Outstanding at August 31, 2017
|
|
|
-
|
|
|
$
|
-
|
|
On
May 22, 2017, the Company entered into an employment agreement with Mr. Yahr to serve as President and Chief Executive Officer
of the Company for a term of three years, unless earlier terminated pursuant to the terms of the Employment Agreement. Pursuant
to the terms of the Employment Agreement, Mr. Yahr received a warrant to purchase up to 20,000,000 shares of the Company’s
common stock at an exercise price of $0.0001 per share. The warrants were exercised in full on August 31 2017. The shares received
upon the exercise of the warrants are subject to forfeiture and vest over a service period of three years. The fair value of the
award was determined to be $10,998,105 of which $1,014,489 was recognized as compensation expense during the year ended August
31, 2017. As of August 31, 2017, the shares were forfeited and returned to the Company.
The
following table summarizes the warrant activity issued to Marc Yahr during the year ended August 31, 2017:
|
|
Number of Warrants
|
|
|
Weighted-
Average Price Per Share
|
|
Outstanding at
August 31, 2016
|
|
|
-
|
|
|
$
|
-
|
|
Granted
|
|
|
20,000,000
|
|
|
|
.0001
|
|
Canceled or expired
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
20,000,000
|
|
|
|
.0001
|
|
Outstanding at August 31, 2017
|
|
|
-
|
|
|
$
|
-
|
|
On
April 11, 2017, the Company executed a $540,000 Convertible Debenture with an original issue discount of $180,000. In connection
with the note, the Company issued the lender 900,000 warrants with a term of 3 years and an exercise price of $1.00. The relative
fair value of the warrants $44,981 was recognized as a discount to the note.
|
|
Number of
Warrants
|
|
|
Weighted-
Average
Price
Per Share
|
|
Outstanding at August 31, 2016
|
|
|
-
|
|
|
$
|
-
|
|
Granted
|
|
|
900,000
|
|
|
|
1.00
|
|
Canceled or expired
|
|
|
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
|
|
Outstanding at August 31, 2017
|
|
|
900,000
|
|
|
$
|
1.00
|
|
The
fair value of the warrants was estimated using the Black-Scholes option pricing model and the following range of assumptions:
|
|
|
Grant Date
|
|
Risk-free interest rate at grant date
|
|
|
1.06% - 1.44%
|
|
Expected stock price volatility
|
|
|
117% - 362%
|
|
Expected dividend payout
|
|
|
-
|
|
Expected option in life-years
|
|
|
1 - 3 years
|
|
OPTIONS
On
July 26, 2017 the Company granted a nonemployee Optionee to purchase 2,200,000 shares of common stock. The options have a three
year term. 1,000,000 options are immediately exercisable on the date of issuance with an exercise price of $0.001 and the remaining
1,200,000 options vest over a period of three years at an exercise price of $1.00. On July 26, 2017, 1,000,000 shares were exercised
during the year ended August 31, 2017.
The aggregate fair value of the award as of August 31, 2017 was determined to be
$485,248 and
for the year ended August 31, 2017 option
expense recognized totaled $273,185.
|
|
Number of Options
|
|
|
Weighted-
Average
Price Per Share
|
|
Outstanding at August 31, 2016
|
|
|
|
|
|
-
|
|
Granted
|
|
|
2,200,000
|
|
|
|
.55
|
|
Exercised
|
|
|
1,000,000
|
|
|
|
.001
|
|
Canceled or expired
|
|
|
|
|
|
|
|
|
Addition due to ratchet trigger
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2015
|
|
|
1,200,000
|
|
|
$
|
1
|
|
5.
EMPLOYMENT AGREEMENT
On
March 14, 2017, the Company entered into a two year employment agreement with Barry Tenzer to continue as CEO of the Company.
In connection with the employment agreement the Company issued Mr. Tenzer a warrant to purchase up to 20,000,000 share of common
stock at a per share price of $0.0001. The warrant was exercised in full on March 28, 2017. The common stock underlying the warrant
were issued on April 6, 2017.
On
September 6, 2017, Barry Tenzer resigned as President and Chief Executive Officer of Bespoke Extracts, Inc. Mr. Tenzer’s
resignation was not the result from any disagreement with the Company, any matter related to the Company’s operations, policies
or practices, the Company’s management or the Board. In connections with the resignation of Mr. Tenzer his stock issued
from his employment agreement has been returned to the company.
On
May 22, 2017, the Board of Directors of the Company appointed Marc Yahr as President and Chief Executive Officer of the Company
and as a member of the Company’s Board. There are no family relationships between Mr. Yahr and any of our other officers
and directors.
On
May 22, 2017, the Company entered into an employment agreement with Mr. Yahr pursuant to which Mr. Yahr will serve as President
and Chief Executive Officer of the Company for a term of three years, unless earlier terminated pursuant to the terms of the Employment
Agreement. Pursuant to the terms of the Employment Agreement, Mr. Yahr received a warrant to purchase up to 20,000,000 shares
of the Company’s common stock at an exercise price of $0.0001 per share. The warrants were exercised in full on August 31,
2017.
6.
INCOME TAXES
Deferred
income taxes are determined using the liability method for the temporary differences between the financial reporting basis and
income tax basis of the Company's assets and liabilities. Deferred income taxes are measured based on the tax rates expected to
be in effect when the temporary differences are included in the Company's tax return. Deferred tax assets and liabilities are
recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts
of assets and liabilities and their respective tax bases.
The
Company is subject to US taxes. Historically, the Company has had no net taxable income, and therefore has paid no income tax.
As
of August 31, 2017 and 2016, the Company had a net operating loss (NOL) carryforward of approximately $2,097,117, and $1,738,968.
The NOL carryforward begins to expire in various years through 2030. Because management is unable to determine that it is more
likely than not that the Company will realize the tax benefit related to the NOL carryforward, by having future taxable income,
a full valuation allowance has been established at August 31, 2017 to reduce the tax benefit asset value to zero.
Components
of net deferred tax assets, including a valuation allowance, are as follows at August 31st:
|
|
2017
|
|
|
2016
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss
|
|
|
734,291
|
|
|
|
608,989
|
|
Valuation allowance
|
|
|
(734,291
|
)
|
|
|
(608,989
|
)
|
Total deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
The
valuation allowance for deferred tax assets as of August 31, 2017 and 2016 was $734,291 and $608,989, respectively. In assessing
the recovery of the deferred tax assets, management considers whether it is more likely than not that some 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 August 31, 2017
and 2016, and recorded a full valuation allowance.
7.
RELATED PARTY TRANSACTIONS
On
May 17, 2016, the Company issued to Lyle Hauser, the Company’s largest shareholder, a 7% unsecured promissory note in the
amount of $10,000 which matured six months from the date of issuance. The note has matured and remains unpaid at August 31, 2017.
On
August 15, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $16,000 which matures
six months from the date of issuance. The notes has matured and remains unpaid at the quarter ended August 31, 2017.
As
of August 31, 2016, the Company had an outstanding payable of $14,609 to the CEO. The payable is unsecured, due on demand and
bears no interest. As of August 31, 2017 the accounts payable – related party has been paid and currently has a balance
of $0.
On
October 27, 2016 the Company issued a significant shareholder a 7% unsecured promissory notes totaling $10,000 which matures six
months from the date of issuance. The notes has matured and remains unpaid at August 31, 2017.
One
November 14, 2016 the Company issued a significant shareholder a 7% unsecured promissory note totaling $80,000 which matures six
months from the date of issuance.
On
February 17, 2017, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $30,000 which
matures six months from the date of issuance.
On
March 31, 2017, the Company issued a significant shareholder 7% unsecured promissory note in the amount of $7,000 which matures
six months from the date of issuance.
On
April 11, 2017, the Company executed a $540,000 Convertible Debenture with an original issue discount of $180,000. The note has
a 0% interest rate and a term of two years. If the note is not paid in full on the due date, the note will have a 0% interest
rated until paid in full. In connection with the note, the Company issued the lender an aggregate of 2,700,000 shares and 900,000
warrants.
On August 29, 2017, the Company received
$45,000 as a deposit from a significant shareholder toward the purchase price on an agreement that is currently being negotiated
with VMI Acquisitions, LLC for purchase of certain of our Company’s assets. The agreement is anticipated to be completed
in January 2018.
8.
SUBSEQUENT EVENTS
On November 27, 2017, the Company issued
an aggregate of 1,450,000 shares of common stock to the holder of a 7% Convertible Promissory Note, dated November 14, 2016 to
convert principal amount of $11,600.
On November 10, 2017, the Company issued
an aggregate of 1,400,000 shares of common stock to the holder of a 7% Convertible Promissory Note, dated November 14, 2016 to
convert principal amount of $11,200.
On September 18, 2017, the Company entered
into a stock purchase agreement in the amount of 900,000 shares of common stock in the amount of $120,000. The stock purchase agreement
included a convertible debenture in the amount of $180,000 and 300,000 warrants exercisable at $1.00 per share.
On September 28, 2017, the Company entered
into a stock purchase agreement for the sale of 900,000 shares of common stock and warrants to purchase 300,000 warrants for the
amount of $60,300.