Washington, D.C. 20549
Under the Securities Exchange Act of
1934 (Amendment No. __)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
o
.
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to
whom copies are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
McGlothlin
Holdings,
Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
14,562,667
|
9
|
SOLE DISPOSITIVE POWER
None
|
10
|
SHARED DISPOSITIVE POWER
14,562,667
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,562,667
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.85%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
Page 2
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
McGlothlin
Trading,
Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
14,562,667
|
9
|
SOLE DISPOSITIVE POWER
None
|
10
|
SHARED DISPOSITIVE POWER
14,562,667
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,562,667
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.85%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
HC
|
|
|
|
|
Page
3
|
Item 1.
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Security and Issuer
|
This report relates to shares
of common stock, par value $0.001 per share, of Bespoke Extracts, Inc. (“BSPK”), (formerly known as DiMi Telematics
International, Inc.) whose address is 301 Yamato Road, Suite 124, Boca Raton, Florida 33431. On April 11, 2019, McGlothlin Holdings,
Ltd (“McGlothlin Holdings”) a (i) convertible debenture of BSPK, in the original amount of $540,000, issued on or about
April 11, 2017 (the “April 2017 Debenture”), (ii) convertible debenture of BSPK, in the original principal amount of
$120,000, issued on or about December 13, 2017 (the “December 2017 Debenture,” and collectively with the April 2017
Debenture, the “Debentures”), and (iii) 1,000,000 warrants to purchase shares of BSPK’s common stock, issued
in onnection with the Debentures (the “Warrants”). BSPK and McGlothlin Holdings exchanged the Debentures and Warrants
for newly issued shares of common stock of the Company subject to the terms of the attached Exchange Agreement.
At any time when a holder
of the warrant owns more than 4.99% of BSPK’s common stock, the warrant is only exercisable after 61 days notice from the
holder to BSPK. Also, at any time when a holder of the warrant owns more than 9.99% of BSPK’s common stock, the warrant is
only exercisable after 61 days’ notice from the holder to BSPK. Because McGlothlin Holdings currently owns more than 9.99%
of the BSPK common stock, the warrant is not currently exercisable, and the 900,000 warrant shares are not included in the BSPK
shares owned by McGlothlin Holdings pursuant to SEC Rule 13d-3.
|
Item 2.
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Identity and Background
|
McGlothlin Holdings, a Texas limited partnership,
located at PO Box 590, Luling, Texas 78648, was formed to act as an investment partnership. It’s first investment in BSPK
was a privately negotiated purchase of BSPK common stock in August 2011, for investment purposes.
McGlothlin Trading, LLC (“McGlothlin
Trading”), a Texas limited liability company, located at PO Box 590, Luling, Texas 78648, is the general partner of McGlothlin
Holdings. It has dispositive and voting authority over the investment is BSPK by virtue of its position as general partner of McGlothlin
Holdings. Accordingly, it may be considered to be a member of a group with McGlothlin Holdings, but it has no further interested
in the BSPK shares purchased by McGlothlin Holdings.
McGlothlin Holdings and McGlothlin Trading
have not been the subject of any criminal or civil proceeding which would require reporting pursuant to Item 2 of Schedule 13D.
|
Item 3.
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Source and Amount of Funds or Other Considerations
|
On November 20, 2013, McGlothlin Holdings agreed
to purchase 500,000 shares of common stock of BSPK for cash consideration of $450,000. The issuance of these shares was delayed
until March 13, 2014 and April 10, 2014, due to the Reverse Stock Split. On April 9, 2014, McGlothlin Holdings purchased an additional
80,000 shares of common stock of BSPK from the issuer in a privately negotiated transaction for cash consideration of $9,6000.
These shares were issued on June 3, 2014 and June 12, 2014.
Previously, McGlothlin Holdings had purchased
50,000 shares of common stock of BSPK from the issuer on April 22, 2013, for cash considerations of $150,000. Between August 2011
and May 2012, McGlothlin Holdings and other entities affiliated with McGlothlin Holdings purchased 32,667 shares of BSPK common
stock for cash consideration of $590,000. The shares previously purchased by affiliates have all been transferred to McGlothlin
Holdings.
On April 11, 2019, McGlothlin
Holdings, Ltd (“McGlothlin Holdings”) a (i) convertible debenture of BSPK, in the original amount of $540,000, issued
on or about April 11, 2017 (the “April 2017 Debenture”), (ii) convertible debenture of BSPK, in the original principal
amount of $120,000, issued on or about December 13, 2017 (the “December 2017 Debenture,” and collectively with the
April 2017 Debenture, the “Debentures”), and (iii) 1,000,000 warrants to purchase shares of BSPK’s common stock,
issued in onnection with the Debentures (the “Warrants”). BSPK and McGlothlin Holdings exchanged the Debentures and
Warrants for newly issued shares of common stock of the Company subject to the terms of the attached Exchange Agreement.
Page 4
The source of funds for each purchase was working
capital of McGlothlin Holdings and its affiliates.
|
Item 4.
|
Purpose of Transaction
|
McGlothlin Holdings purchased its shares of
BSPK as an investment. It has no plans with respect to making any change in the management, ownership, operations of business of
BSPK.
|
Item 5.
|
Interest in Securities of the Issuer
|
After the stock purchase, McGlothlin Holdings
owns a total of
14,562,667
shares of common stock of BSPK. The represents 19.85% of the outstanding common stock of BSPK
calculated pursuant to Rule 13d-3 of the Securities and Exchange Commission. The shares and the convertible debenture are held
directly by McGlothlin Holdings. McGlothlin Trading may be considered a member of a group with McGlothlin Holdings because, as
a general partner of McGlothlin Holdings, McGlothlin Trading has shared voting and dispositive power over the BSPK shares.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
None
|
Item 7.
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Material to Be Filed as Exhibits
|
Exchange Agreement
Signature
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
April 17, 2019
|
Dated
|
|
McGlothlin Holdings, Ltd.
|
|
By McGlothlin Trading, LLC, its General Partner
|
|
/S/ Stan McGlothlin
|
By Stan McGlothlin, Manager
|
Of McGlothlin Trading, LLC
|
|
McGlothlin
Trading, LLC
|
|
/S/
Stan McGlothlin
|
By
Stan McGlothlin, Manager
|
The original statement shall be signed by each
person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person
by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Attention:
Intentional misstatements or omissions of fact constitute F
ederal criminal violations
(See 18 U.S.C. 1001).