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 Quarterly 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 revenues or profits;

? Inadequate capital to continue business;

? 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 Quarterly Report.





Overview

We were incorporated in the State of Colorado on July 29, 1988 under the name Cine-Source Entertainment, Inc. On April 27, 2004, the Company changed its name to First Quantum Ventures, Inc. On April 13, 2006, the Company changed its name to First Quantum Ventures, Inc., and on May 5, 2006, the Company reincorporated in Nevada. On March 15, 2012, the Company changed its name to DiMi Telematics International, Inc.

In early 2017, our management team elected to suspend further investment and working capital on developing its then-existing technology and business prospects, turning its attention to the hemp-derived cannabidiol, or 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 selling its proprietary line of premium quality, all natural cannabidiol (CBD) products in the form of tinctures and capsules for the nutraceutical and veterinary markets, which it introduced in mid-2018. Produced using pure, all natural, zero-THC phytocannabinoid-rich ("PCR") hemp-derived CBD, our products are marketed as dietary supplements and distributed through our direct-to-consumers ecommerce store, found at www.BespokeExtracts.com. In the future, we plan to also sell through select specialty retailers, pharmacies/dispensaries and care providers.





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Results of Operations for the three months ended November 30, 2019 and 2018





Sales

Sales during the three months ended November 30, 2019 were $1,739 compared to $41,431 for the three months ended November 30, 2018. The reduction in sales was primarily a result of decreased marketing of the Company's products.





Operating Expenses

Selling, general and administrative expenses for three months ended November 30, 2019 and 2018 totaled $241,502 and $(4,078,341), respectively. Option and warrant expense for the three months ended November 30, 2019 and 2018 was $156,366 and $(1,801,526), respectively which was primarily due to the fair value re-measurement of warrants and options. Stock-based compensation for the three months ended November 30, 2019 and 2018 was $40,500 and $120,000, respectively which was a result of common stock issued for services. The Company recorded a gain of $(2,440,768) which was a result of a reduction in expense from forfeited common shares during the three months ended November 30, 2018. Professional fees amounted to $55,375 and $37,995, respectively for the three months ended November 30, 2019 and 2018. The increase in expenses was due to increased legal and professional fees. Consulting expense amounted to $101,500 and $55,500 respectively for the three months ended November 30, 2019 and 2018, respectively. The increase was primarily due to final payment of branding and marketing performed by consultants during the three months ended November 30, 2019. Amortization expense for the three month ended November 30, 2019 and 2018 was $836 and $836, respectively which was a result of amortization of domain names.

Financing Common Share Expense

Pursuant to a securities purchase agreement entered into on June 6, 2018, the Company was obligated to issue additional shares of common stock if the Company sold common stock at a price lower than $0.10 per share (or common stock equivalents with an exercise price less than $0.10 per share) during the six-month period following the closing of the purchase agreement, in which event the Company was required to issue additional shares to the purchaser for no additional consideration, such that the total number of common stock received by the purchaser would be equal to $50,000 divided by the lower financing price. During the three months ended November 30, 2018, the Company was obligated to issue 500,000 shares of common stock valued at $76,000, and recorded the amount as financing common share expense as compared to none in the comparable period in 2019.





Interest Expense

Interest expense on promissory notes for the three months ended November 30, 2019 and 2018 was $17,844 and $84,033, respectively. The decrease in interest expense was due to the amortization expense for the warrants and beneficial conversion associated with those notes that had been converted to common stock or fully amortized during the three months ended November 30, 2018.





Net Income / (Loss)

For the reasons stated above, our net loss for the three months ended November 30, 2019 totaled ($416,105) , or ($0.00) per share, compared to a net income for the three months ended November 30, 2018 of $3,853,800, or $0.08 per share.

LIQUIDITY AND CAPITAL RESOURCES

As of November 30, 2019, we had cash and cash equivalents of $81,865. Net cash used in operating activities for the three months ended November 30, 2019 was $125,978. Our current liabilities as of November 30, 2019 totaled $168,921 and consisted of accounts payable and accrued liabilities of $151,077 and a convertible note payable of $17,844, net of an unamortized discount of $182,156. As of November 30, 2018, we had cash and cash equivalents of $114,234. Net cash used in operating activities for the three months ended November 30, 2018 was $87,550. Our current liabilities as of November 30, 2018 totaled $741,322 consisting of accounts payable and accrued liabilities of $133,386, and convertible note payables-net, unamortized discounts of $607,886.





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During the three months ended November 30, 2019, the Company raised $125,000 from the sale of common stock compared to $120,000 for the three months ended November 30, 2018. During the three months ended November 30, 2019, the Company received a total of $100,000, net of original issue discounts of convertible note as compared to none during the comparable three months of 2018. During the three month ended November 30, 2019 the Company repurchased $27,500 of common stock.

The accompanying financial statements 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, 2019 and had a working capital deficit at November 30, 2019. This raises substantial doubt about our ability to continue as a going concern.

We have not generated positive cash flows from operating activities. Our primary source of capital has been from the sale of equity securities. Our primary use of capital has been for professional fees and 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.

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 in Note 1 to our financial statements appearing elsewhere in this report.





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