We and our representatives may from time to time make written or oral statements that are "forward-looking," including statements contained in this Quarterly 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;




  ? Insufficient revenues to cover operating costs; and




  ? The effect of the COVID-19 pandemic on our operations, including as it may
    limit access to our facilities, customers, management, and professional
    advisors, and negatively impact demand for our products, and ability to raise
    capital on acceptable terms or at all.



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





Overview


We sell a proprietary line of specially-formulated, premium quality, hemp-derived CBD products direct to consumers through our ecommerce store, found at www.bespokeextracts.com. Information on our website is not part of this report.

Under our expanded operating plan, we intend to methodically expand our product offerings to include new flavors, including manuka honey; and introduce additional form factors for our CBD formulations, including lotions and balms, depending on customer feedback and evolving consumer demand.

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.

Results of Operations for the three months ended November 30, 2021 and November 30, 2020





Sales


Sales during the three months ended November 30, 2021 were $3,782 compared to $7,539 for the three months ended November 30, 2020. The decrease in sales was primarily a result of reduced marketing of the Company's line-up of hemp-derived CBD products and sales of older products at reduced prices.





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Operating Expenses


Selling, general and administrative expenses for the three months ended November 30, 2021 and November 30, 2020 were $21,413 and $142,372, respectively. The reduction was mainly attributable to the Company's reduced funding and reduced operations. Professional fees were $21,438 and $22,415, respectively for the three months ended November 30, 2021 and November 30, 2020. The decrease in expenses was due to reduced legal and accounting fees as the Company streamlined operations. Consulting expense was $27,000 and $42,000, for the three months ended November 30, 2021 and November 30, 2020, respectively. The decrease was primarily due to reduction in consulting agreements for sales and marketing during the three months ended November 30, 2021. Amortization expense of domain names for the three months ended November 30, 2021 and November 30, 2020 was $0 and $811, respectively.





Gain on settlement of debt



In connection with a stock purchase agreement, on October 28, 2021 a convertible debenture with an original issue date of December 24, 2019, as amended by Amendment No. 1 thereto, dated May 28, 2020, Amendment No. 2 thereto, dated August 21, 2020, Amendment No. 3 thereto, dated December 10, 2020, Amendment No. 4 thereto, dated January 15, 2021, Amendment No. 5 thereto, dated April 2, 2021, and Amendment No. 6 thereto, dated August 2, 2021 (as amended, the "Debenture") with an original principal amount of approximately $400,000 was terminated, and all amounts due and payable thereunder forgiven pursuant to a cancellation and satisfaction of debenture agreement entered into between the Company and the Debenture holder. In exchange for cancellation of the debt owed under the Debenture, the Company transferred to the holder certain domain names valued at $32,748 and agreed to pay the holder, beginning December 1, 2021, and on a monthly basis through August 31, 2022, 40% of the operating profit generated from sale of the existing CBD inventory of the Company (the "Inventory Earn-Out"), and on August 31, 2022, to make a final payment equal to an amount of $75,000 minus the total of the monthly payments made under the Inventory Earn Out. The Company recorded a gain on the extinguishment of debt $292,252.

Gain on settlement of accrued expenses

During the three months ended November 30, 2021 there were $2,665 of accrued expenses that were forgiven by the holders.





Net Loss


For the reasons stated above, our net income / (loss) for the three months ended November 30, 2021 was $226,984, or $0.00 per share, compared to a net loss for the three months ended November 30, 2020 of $(202,106), or $(0.00) per share.

Liquidity and Capital Resources

As of November 30, 2021, we had cash of $6,295. Net cash used in operating activities for the three months ended November 30, 2021 was $29,882. Our current liabilities as of November 30, 2021 were $146,830 and consisted of accounts payable and accrued liabilities of $46,830, notes payable- related party of $25,000 and an inventory earn-out of $75,000. Net cash used in operating activities for the three months ended November 30, 2020 was $196,416.

During the three months ended November 30, 2021, the Company raised $25,000 from a note payable form a related party compared to $330,534 for three months ended November 30, 2020. During the three months ended November 30, 2020, the Company raised $200,000 from the sale of common stock and received a total of $130,534 of loans from our Chief Executive Officer.

The unaudited condensed 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 months ended November 30, 2021 and the year ended August 31, 2021 and had a working capital deficit at November 30, 2021 and August 31, 2021. This raises substantial doubt about our ability to continue as a going concern.





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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

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





Accounts Receivable



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





Inventory


Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out basis and net realizable value. Net realizable value is defined as sales price less cost of completion, disposition and transportation and a normal profit margin.





Income Taxes


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





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