UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT
Pursuant to Section 14(F) of the Securities
Exchange Act of 1934
and Rule 14f-1 thereunder
BESPOKE EXTRACTS, INC.
(Exact name of registrant as specified in
its charter)
000-52759
(Commission File Number)
Nevada
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20-4743354
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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323 Sunny Isles Blvd., Suite 700
Sunny Isles, Florida, 33160
(Address of principal executive offices)
(855) 633-3738
(Registrant's telephone number)
BESPOKE EXTRACTS, INC.
323 Sunny Isles Blvd., Suite 700
Sunny Isles, Florida, 33160
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF
THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
NOTICE OF CHANGE IN MAJORITY OF THE BOARD
OF DIRECTORS
November 13, 2018
INTRODUCTION
This Information Statement
is being mailed to shareholders of record as of November 13, 2018 of the shares of common stock of Bespoke Extracts, Inc., a Nevada
corporation (the “Company”), in accordance with the requirements of Section 14(f) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and Rule 14f-1 promulgated thereunder. Section 14(f) of the Exchange Act and
Rule 14f-1 require the mailing to our shareholders of record of the information set forth in this Information Statement at least
10 days prior to the date a change in a majority of our directors occurs (otherwise than at a meeting of our shareholders). Accordingly,
the change in a majority of our directors described herein will not occur until at least 10 days following the mailing of this
Information Statement.
As used in this Information
Statement, unless the context otherwise requires or where otherwise indicated, “we”, “our”, “us”,
the “Company” and similar expressions refer to Bespoke Extracts, Inc., and its consolidated subsidiaries, collectively.
THIS INFORMATION
STATEMENT IS BEING PROVIDED SOLELY FOR INFORMATIONAL PURPOSES AND NOT IN CONNECTION WITH ANY VOTE OF THE SHAREHOLDERS OF BESPOKE
EXTRACTS, INC.
NO PROXIES ARE BEING
SOLICITED AND YOU ARE NOT REQUESTED TO SEND A PROXY OR TAKE ANY OTHER ACTION.
CHANGE IN DIRECTORS
On October 30, 2018, Marc Yahr resigned as
the Company’s president and chief executive officer and Niquana Noel was appointed as the Company’s president and
chief executive officer. Mr. Yahr will resign as the Company’s director, and Ms. Noel will be appointed as the Company’s
director, 10 days following the mailing of this Information Statement. In connection with Mr. Yahr’s resignation and Ms.
Noel’s appointment, Mr. Yahr returned 16,000,000 shares of the Company’s common stock to the Company for cancellation,
and the Company entered into an employment agreement with Ms. Noel, pursuant to which she was issued warrants to purchase 20,000,000
shares of common stock with an exercise price of $0.0001 per share. Ms. Noel has exercised the warrants and has been issued the
shares.
VOTING SECURITIES
As of the date of this
Information Statement, the Company is authorized to issue 800,000,000 shares of common stock, $0.001 par value per share and 50,000,000
shares of preferred stock, par value $0.001 per share, all of which have been designated as Series A Convertible Stock. As of November
13, 2018, 49,903,907 shares of common stock and no shares of preferred stock were issued and outstanding, respectively. Each share
of Company common stock entitles the holder thereof to one vote.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
As
of November 13, 2018 we had 49,903,907 shares of common stock issued and outstanding. The following table sets forth information
known to us relating to the beneficial ownership of such shares as of such date by:
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each
person who is known by us to be the beneficial owner of more than 5% of our outstanding
voting stock;
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●
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each
named executive officer; and
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●
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all
named officers and directors as a group.
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Unless
otherwise indicated, the business address of each person listed is care of Bespoke Extracts, Inc., at 323 Sunny Isles Blvd., Suite
700, Sunny Isles, Florida 33160. The percentages in the table have been calculated on the basis of treating as outstanding
for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to
that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at
that date which are exercisable within 60 days of November 13, 2018. Except as otherwise indicated, the persons listed below have
sole voting and investment power with respect to all shares of our common stock owned by them.
Name of Beneficial Owner
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Amount of Beneficial Ownership
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Percent of Class
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Executive Officers and Directors:
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Marc Yahr
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4,000,000
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8.0
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%
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Niquana Noel
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20,000,000
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40.1
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%
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Officers and Directors as a group (2 persons):
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24,000,000
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48.1
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%
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5% Holders:
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McGlothlin Holdings, Ltd. (1)
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4,102,667
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8.1
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%
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(1)
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Includes
540,000 shares issuable upon conversion of a debenture. McGlothlin Holdings, Ltd.’s
address is PO Box 590, Luling, Texas, 78649, and its control person is Stan McGlothlin.
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DIRECTORS
AND EXECUTIVE OFFICERS
Current
Officers and Directors of the Company
The
following discussion sets forth information regarding our current executive officers and directors.
Name
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Age
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Title
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Marc Yahr
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51
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Director
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Niquana Noel
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37
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President, Chief Executive Officer, Chief Financial Officer
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Marc
Yahr.
Mr. Yahr served as our president and chief executive officer from May 22, 2017 to October 30, 2018 and has served as
a director of the Company since May 22, 2017. He will resign as a director of the Company 10 days following the mailing of this
Information Statement.
Early
in his career, Mr. Yahr founded and managed one of the first mobile paging resellers in the New York City metropolitan area, later
merging that business with a successful automotive electronics company catering to high net worth and celebrity clientele in the
Tri-State region. After relocating to South Florida in 1995, he served as the chief financial officer and comptroller of a large-scale
dry-cleaning chain that he helped to grow from start-up to 14 store locations, 100 employees and over $5 million in annual revenues.
Following the sale of that enterprise, Mr. Yahr went on to acquire and expand one of the region’s largest specialty food
companies that imported Central American and Mexican food products into South Florida, generating approximately $15 million in
annual sales.
In
2006, he joined L&L International as Vice President of Sales and Marketing of the boutique luxury private aircraft brokerage
firm, and helped increase sales to more than $16 million annually over a ten-year period. In 2015, he also served as Chief Operating
Officer and President of Lynx Fitness, a high-performance fitness equipment company specializing in innovative, low-impact fitness
solutions.
Mr.
Yahr is a graduate of Fairleigh Dickinson University, where he earned a Bachelor of Science degree in Business. Mr Yahr’s
business executive experience qualifies him to serve on the Company’s board of directors.
Niquana Noel.
Ms.
Noel has served as the Company’s president, chief executive officer and chief financial officer since October 30, 2018, and
will be appointed director of the Company effective 10 days following the mailing of this Information Statement. Ms. Noel previously
served as operations manager at the Company for which she was paid an annual salary of $84,000. Ms. Noel is a proven entrepreneurial
executive with expertise in operations, finance and accounting, SEC reporting and compliance, staffing, marketing and corporate
governance. Ms. Noel has spent nearly two decades working with privately-held and publicly-traded micro and small cap companies.
Since 2008, Ms. Noel has been a key member of the leadership team at Hash Labs Inc. (formerly MedeFile International, Inc.), and
has served as its chief operating officer since May 18, 2018 and as a director of Hash Labs Inc. since August 2013. Ms. Noel served
as chief executive officer and president of Hash Labs Inc. from January 2014 to May 2018. Prior to serving in that capacity, Ms.
Noel served as operations manager of Hash Labs Inc. from 2008. Early in Ms. Noel’s career while working for a serial entrepreneur,
she was charged with overseeing daily business operations for interests ranging from the ownership and operation of cemeteries
in Maryland, Virginia and Florida; to the ownership and operation of exotic, high performance auto dealerships and auto accessory
businesses in south Florida.
Officers
and Directors Following the Company Meeting its Information Requirements under the Exchange Act
Niquana
Noel will serve as the Company’s director, president, chief executive officer, and chief financial officer, following the
Company meeting its information obligations under the Exchange Act.
Background
information with respect to Niquana Noel is in the “Current Officers and Directors of the Company” section above.
Terms
of Office
Our
directors are appointed for one year terms in accordance with our charter documents and hold office until the earlier of (i) the
next annual meeting of our shareholders, (ii) until they are removed from the board or (iii) until they resign.
Family
Relationships
None.
Legal
Proceedings
Involvement
in Certain Legal Proceedings
During
the past ten years, none of our current directors or executive officers has been:
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the
subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that time;
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convicted
in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
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subject
to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction
or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities;
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found
by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law.
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the
subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law
or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited
to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent
cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud
in connection with any business entity; or
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the
subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined
in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons associated with a member.
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Change
of Control Arrangements
We
have no pension or compensatory plans or other arrangements which provide for compensation to our directors or officers in the
event of a change in our control. There are no arrangements known to us the operation of which may at a later date result in a
change in control of our company.
TRANSACTIONS
WITH RELATED PERSONS
On
February 17, 2017, the Company issued to The Vantage Group Ltd. (“Vantage”), an entity owned by Lyle Hauser, who was
then a greater than 5% stockholder of the Company, a 7% unsecured promissory note in the amount of $30,000 which matured six months
from the date of issuance. On March 31, 2017, the Company issued to Vantage 7% unsecured promissory note in the amount of $7,000
which matured six months from the date of issuance. These notes have been repaid.
On
April 11, 2017, the Company executed a $540,000 convertible debenture with an original issue discount of $180,000 issued to McGlothlin
Holdings, Ltd., a greater than 5% stockholder of the Company. The note has a 0% interest rate and a term of two years. In connection
with the note, the Company issued the lender an aggregate of 2,700,000 shares and 900,000 warrants. 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. This debenture remains outstanding.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Exchange Act requires the Company's officers and directors, and certain persons who own more than 10% of a registered
class of the Company's equity securities (collectively, "Reporting Persons"), to file reports of ownership and changes
in ownership ("Section 16 Reports") with the Securities and Exchange Commission (the "SEC"). Based solely
on its review of the copies of such Section 16 Reports received by the Company, all Section 16(a) filing requirements applicable
to the Company's Reporting Persons during and with respect to the fiscal year ended August 31, 2018 have been complied with on
a timely basis.
CORPORATE
GOVERNANCE
Director
Independence
We
do not have any independent directors.
Board
of Directors’ Meetings
During
the fiscal year ended August 31, 2018, our Board did not hold any meetings but adopted resolutions pursuant to unanimous written
consents. We encourage, but do not require, our Board members to attend the annual meeting of shareholders.
Board
Committees
We
have not established any committees of the board of directors due to the small size of the Company and the board. We do not have
an audit committee financial expert because we do not have the resources to retain one.
Board
Leadership Structure and Role on Risk Oversight
Mr.
Yahr is presently the only board member.
Our
board is primarily responsible for overseeing our risk management processes. The board receives and reviews periodic reports from
management, auditors, legal counsel, and others, as considered appropriate regarding the Company’s assessment of risks.
The board focuses on the most significant risks facing the Company and the Company’s general risk management strategy, and
also ensures that risks undertaken by the Company are consistent with the board’s appetite for risk. While the board oversees
the Company’s risk management, management is responsible for day-to-day risk management processes. We believe this division
of responsibilities is the most effective approach for addressing the risks facing the Company and that our board leadership structure
supports this approach.
Stockholder
Communication with the Board of Directors
Stockholders
may send communications to our Board of Directors by writing to Bespoke Extracts, Inc., 323 Sunny Isles Blvd., Suite 700, Sunny
Isles, Florida, 33160, Attention: Corporate Secretary.
COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS
Summary
Compensation Table
The
following table summarizes all compensation to our chief executive officer during the years ended August 31, 2018 and August 31,
2017. No other officer received compensation of more than $100,000 during such periods.
Name and Principal Position
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Year
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Salary
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Bonus
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Stock
Awards
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Option
Awards
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Non-Equity
Incentive
Plan
Compensation
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Nonqualified
Deferred
Compensation
Earnings
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All Other
Compensation
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Total
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(a)
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(b)
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(c)
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(d)
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(e)
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(f)
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(g)
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(h)
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(i)
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(j)
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Marc Yahr
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2018
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0
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--
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--
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--
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--
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--
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--
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0
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CEO, President,
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2017
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21,000
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--
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--
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--
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--
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--
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--
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21,000
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Barry Tenzer
Former CEO and
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2018
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--
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--
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--
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--
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--
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--
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--
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--
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President
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2017
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63,000
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--
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--
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--
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--
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--
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--
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63,000
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Outstanding
Equity Awards at Fiscal Year-End
None.
Compensation
of Directors
No
director of the Company received any compensation for serving as director of the Company during the year ended August 31, 2018.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
are required to file periodic reports, proxy statements and other information with the SEC. You may read and copy this information
by accessing the SEC’s website at http://www.sec.gov. You may also send communications to our Board of Directors at Bespoke
Extracts, Inc., 323 Sunny Isles Blvd., Suite 700, Sunny Isles, Florida, 33160, Attention: Corporate Secretary.
NO
STOCKHOLDER ACTION REQUIRED
This
Information Statement is being provided for informational purposes only, and does not relate to any meeting of stockholders. Neither
applicable securities laws, nor the corporate laws of the State of Nevada require approval of the any transaction referred to
herein. No vote or other action is being requested of the Company’s stockholders. This Information Statement is provided
for informational purposes only. This Information Statement has been filed with the Securities and Exchange Commission and is
available electronically on EDGAR at www.sec.gov
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this Information Statement to be signed
on its behalf by the undersigned hereunto duly authorized.
Date:
November 13, 2018
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BESPOKE EXTRACTS,
INC.
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By:
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/s/ Niquana Noel
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Niquana Noel
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Chief Executive Officer
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7
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