Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 19, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | BESPOKE EXTRACTS, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 450,071,119 | |
Amendment Flag | false | |
Entity Central Index Key | 0001409197 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-52759 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 20-4743354 | |
Entity Address, Address Line One | 2590 Walnut St. | |
Entity Address, City or Town | Denver | |
Entity Address, Country | CO | |
Entity Address, Postal Zip Code | 80205 | |
Entity Interactive Data Current | Yes | |
City Area Code | 855 | |
Local Phone Number | 633-3738 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 24,574 | $ 148,227 |
Accounts receivable, net | 3,478 | 3,636 |
Advances to WonderLeaf | 12,000 | |
Note receivable and accrued interest WonderLeaf | 20,431 | |
Prepaid expense | 13,337 | 6,439 |
Inventory, net | 46,825 | |
Total current assets | 73,820 | 205,127 |
Furniture and equipment | 9,947 | 2,745 |
Right of Use Asset | 308,142 | 339,780 |
Deposits | 12,719 | 12,000 |
Total assets | 404,628 | 559,652 |
Current liabilities | ||
Accounts payable and accrued liabilities | 159,022 | 82,729 |
Inventory earn-out | 75,000 | 75,000 |
Note payable - related party | 2,500 | |
Operating lease liability | 62,797 | 59,777 |
Total current liabilities | 296,819 | 220,006 |
Long-Term Operating Lease Liability | 247,907 | 280,369 |
Total liabilities | 544,726 | 500,375 |
Commitments and contingencies (Note 10) | ||
Stockholders' Equity | ||
Preferred stock, par value $0.001, 50,000,000 shares authorized, 1 share issued and outstanding as of June 30, 2022 and December 31,2021, respectively | ||
Series C Preferred Stock, $0.001 par value, 1 share designated; 1 share issued and outstanding as of June 30, 2022 and December 31, 2021, respectively, stated value $24,000. | ||
Common stock, $0.001 par value: 3,000,000,000 shares authorized;435,569,924 and 366,679,924 shares issued and 368,069,924 and 299,179,924 shares outstanding as of June 30, 2022 and December 31, 2021, respectively | 368,070 | 299,180 |
Additional paid-in capital | 21,243,880 | 19,527,669 |
Accumulated deficit | (21,752,048) | (19,767,572) |
Total stockholders' equity | (140,098) | 59,277 |
Total liabilities and stockholders' equity | $ 404,628 | $ 559,652 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, share issued | 1 | 1 |
Preferred stock, share outstanding | 1 | 1 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 435,569,924 | 366,679,924 |
Common stock, shares outstanding | 368,069,924 | 299,179,924 |
Series C Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, share issued | 1 | 1 |
Preferred stock, share outstanding | 1 | 1 |
Preferred stock, designated share | 1 | 1 |
Preferred stock, share stated value (in Dollars) | $ 24,000 | $ 24,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Sales | $ 346 | $ 14,256 | $ 3,407 | $ 20,004 |
Cost of products sold | 46,668 | 5,861 | 47,515 | 7,229 |
Gross Profit | (46,322) | 8,395 | (44,108) | 12,775 |
Operating expenses: | ||||
Selling, general and administrative expenses | 894,917 | 157,066 | 1,792,451 | 348,927 |
Professional fees | 35,493 | 20,458 | 89,848 | 41,801 |
Consulting | 35,500 | 77,000 | 58,500 | 148,500 |
Amortization expense of domain name | 811 | 1,622 | ||
Total operating expenses | 965,910 | 255,335 | 1,940,799 | 540,850 |
Loss from operations | (1,012,232) | (246,940) | (1,984,907) | (528,075) |
Other income | ||||
Interest income | 250 | 431 | ||
Total other income | 250 | 431 | ||
Loss before income tax | (1,011,982) | (246,940) | (1,984,476) | (528,075) |
Provision for income tax | ||||
Net Loss | $ (1,011,982) | $ (246,940) | $ (1,984,476) | $ (528,075) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||
Basic and Diluted (in Shares) | 351,543,770 | 240,532,826 | 333,197,383 | 240,532,826 |
NET LOSS PER COMMON SHARE OUTSTANDING | ||||
Basic and Diluted (in Dollars per share) | $ 0 | $ 0 | $ (0.01) | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Diluted (in Shares) | 351,543,770 | 240,532,826 | 333,197,383 | 240,532,826 |
Diluted (in Dollars per share) | $ 0 | $ 0 | $ (0.01) | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net Loss | $ (1,984,476) | $ (528,075) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization expense of domain names | 1,622 | |
Amortization of Right of Use Asset | 31,638 | |
Stock based compensation and stock option expense | 1,435,860 | |
Inventory reserve | 46,825 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 158 | (2,611) |
Prepaid expense | (6,898) | (49,839) |
Inventory | (32,741) | |
Interest receivable WonderLeaf | (431) | |
Operating lease liability | (29,442) | |
Accounts payable and accrued liabilities | 76,293 | (22,459) |
Net Cash used in operating activities | (430,473) | (634,103) |
Cash flows from investing activities | ||
Advances to WonderLeaf | (12,719) | |
Note receivable WonderLeaf funded | (20,000) | |
Purchase of equipment | (7,202) | |
Net cash used in investing activities | (39,921) | |
Cash flow from financing activities | ||
Payment of capital contribution | 4,792 | |
Repayment of note payable - related party | (2,500) | |
Proceeds from the issuance of units | 344,449 | 600,000 |
Net cash provided by financing activities | 346,741 | 600,000 |
Net increase / (decrease) in cash | (123,653) | (34,103) |
Cash at beginning of period | 148,227 | 79,795 |
Cash at end of period | 24,574 | 45,692 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Noncash investing and financing activities: | ||
Stock issued for conversion of debt - related party | $ 100,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Stockholders Equity / (Deficit) (Unaudited) - USD ($) | Series C Preferred Shares | Common Shares | Additional Paid-in Capital | Accumulated Deficit | Common Stock Payable | Total |
Balance at Dec. 31, 2020 | $ 229,389 | $ 18,307,635 | $ (19,115,950) | $ 76,000 | $ (502,926) | |
Balance (in Shares) at Dec. 31, 2020 | 1 | 229,388,426 | ||||
Common stock for conversion of note payable - related party | $ 5,000 | 95,000 | 100,000 | |||
Common stock for conversion of note payable - related party (in Shares) | 5,000,000 | |||||
Sale of common stock | $ 12,000 | 588,000 | 600,000 | |||
Sale of common stock (in Shares) | 12,000,000 | |||||
Issuance of common stock payable | $ 500 | 75,500 | (76,000) | |||
Issuance of common stock payable (in Shares) | 500,000 | |||||
Net loss | (528,075) | (528,075) | ||||
Balance at Jun. 30, 2021 | $ 246,889 | 19,066,135 | (19,644,025) | (331,001) | ||
Balance (in Shares) at Jun. 30, 2021 | 1 | 246,888,426 | ||||
Balance at Mar. 31, 2021 | $ 246,889 | 19,066,135 | (19,397,085) | (84,061) | ||
Balance (in Shares) at Mar. 31, 2021 | 1 | 246,888,426 | ||||
Net loss | (246,940) | (246,940) | ||||
Balance at Jun. 30, 2021 | $ 246,889 | 19,066,135 | (19,644,025) | (331,001) | ||
Balance (in Shares) at Jun. 30, 2021 | 1 | 246,888,426 | ||||
Balance at Dec. 31, 2021 | $ 299,180 | 19,527,669 | (19,767,572) | 59,277 | ||
Balance (in Shares) at Dec. 31, 2021 | 1 | 299,179,924 | ||||
Payment of capital contribution | 4,792 | 4,792 | ||||
Stock based compensation and stock option expense | 1,435,859 | 1,435,859 | ||||
Unit Offering | $ 68,890 | 275,560 | 344,450 | |||
Unit Offering (in Shares) | 68,890,000 | |||||
Net loss | (1,984,476) | (1,984,476) | ||||
Balance at Jun. 30, 2022 | $ 368,070 | 21,243,880 | (21,752,048) | (140,098) | ||
Balance (in Shares) at Jun. 30, 2022 | 1 | 368,069,924 | ||||
Balance at Mar. 31, 2022 | $ 338,630 | 20,417,867 | (20,740,066) | 16,431 | ||
Balance (in Shares) at Mar. 31, 2022 | 1 | 338,629,924 | ||||
Stock based compensation and stock option expense | 708,253 | 708,253 | ||||
Unit Offering | $ 29,440 | 117,760 | 147,200 | |||
Unit Offering (in Shares) | 29,440,000 | |||||
Net loss | (1,011,982) | (1,011,982) | ||||
Balance at Jun. 30, 2022 | $ 368,070 | $ 21,243,880 | $ (21,752,048) | $ (140,098) | ||
Balance (in Shares) at Jun. 30, 2022 | 1 | 368,069,924 |
Nature of Operations, Significa
Nature of Operations, Significant Accounting Policies and Going Concern | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | 1. NATURE OF OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN Nature of Business Operations Bespoke Extracts, Inc. (the “Company”) is a Nevada corporation focused on selling its proprietary line of specially-formulated, premium quality, hemp-derived CBD products. 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. On December 2, 2021, Bespoke Extracts Colorado, LLC (“Bespoke Colorado”), a newly formed wholly-owned subsidiary of the Company entered into an asset purchase agreement with WonderLeaf, LLC (“WonderLeaf”), and on December 7, 2021, Bespoke Colorado and WonderLeaf entered into an amendment to such asset purchase agreement (as amended, the “WonderLeaf Purchase Agreement”). Pursuant to the Wonderleaf Purchase Agreement, Bespoke Colorado agreed to purchase from WonderLeaf, and WonderLeaf agreed to sell to Bespoke Colorado, certain assets of WonderLeaf, including a license to manufacture marijuana-infused products, existing inventory, and extraction equipment and ancillary items, all as further set forth in the Wonderleaf Purchase Agreement, for a purchase price of $225,000, to be paid in shares of common stock of the Company (including 2,500,000 shares issuable, and to be held in escrow, upon execution of the WonderLeaf Purchase Agreement, and an additional $150,000 of common stock that will be valued based on the volume weighted average price of the common stock, subject to a floor of $0.02 per share and a ceiling of $0.04 per share), provided that, the purchase price for the inventory will be 90% of the wholesale value of the regulated marijuana portion of the inventory and the packaging corresponding thereto set forth on the inventory accounting statement to be prepared pursuant to the Wonderleaf Purchase Agreement. As of the date of filing the Company has not closed on the transaction. Basis of Presentation The accompanying condensed consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments of a normal and recurring nature considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022 may not necessarily be indicative of the results that may be expected for the year ended December 31, 2022. For further information, refer to the Company’s financial statements and footnotes thereto included in the Annual Report on Form 10-K for the year ended August 31, 2021 and the Transition Report on Form 10Q-T for the transition period from September 1, 2021 to December 31, 2021. On February 2, 2022, the Company changed its fiscal year from August 31 to December 31. Certain prior period amounts have been reclassified to conform to the current period presentation. Principles of Consolidation The accompanying condensed consolidated unaudited financial statements include the accounts of Bespoke Extracts, Inc., and its wholly owned subsidiary Bespoke Extracts Colorado, LLC. All inter-company balances have been eliminated. Going Concern The accompanying condensed consolidated unaudited financial statements have been prepared assuming a continuation of the Company as a going concern. The Company had negative cash flows from operations, a working capital deficit and an accumulated deficit as of and for the six months ended June 30, 2022. This raises 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. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and accompanying notes. Significant estimates include the assumption used in the valuation of equity-based transactions, valuation of intangible assets, allowance for doubtful accounts and inventory valuation and reserves. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities of three months or less at the time of purchase. At June 30, 2022 and December 31, 2021, the Company did not have any cash equivalents. Fair Value of Financial Instruments The carrying amounts of cash, accounts receivable, prepaid expenses, inventory and other assets, accounts payable, accrued liabilities, note payable and convertible note payable approximate their fair values as of June 30, 2022 and December 31, 2021, respectively, because of their short-term natures and the Company’s borrowing rate of interest. 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. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. At June 30, 2022 and December 31, 2021, the Company has recorded an allowance for doubtful accounts of $0 and $0, respectively. At June 30, 2022 and December 31, 2021 included in the accounts receivable is the merchant holdback receivable balance of $3,636 and $3,636, respectively which will be remitted to the Company in the future. Advances to WonderLeaf During the six months ended June 30, 2022 the Company advanced WonderLeaf $12,000 to cover operating expenses. The amounts are repayable upon demand. 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. As of June 30, 2022 and December 31, 2021, inventory amounted to $0 and $46,825, respectively, which consisted of finished goods of $79,909 and $43,574, and raw materials of $0 and $3,251 net of reserves, respectively. As of June 30, 2022 and December 31, 2021 inventory reserves were $79,909 and $33,476, respectively. Revenue Recognition We account for revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 606, “Revenue from Contracts with Customers”. Revenue is measured based on the amount of consideration that we expect to receive, reduced by discounts and estimates for credits and returns (calculated based upon previous experience and management’s evaluation). Outbound shipping charged to customers is recognized at the time the related merchandise revenues are recognized and are included in net revenues. Inbound and outbound shipping and delivery costs are included in cost of revenues. Our products are sold through our online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due on the date of shipment. The Company offers a 30 day return policy on sales. Stock Based Compensation Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option or warrant, whichever is more reliably measurable, and in accordance with FASB ASC 718 , Compensation-Stock Compensation, Net Income / (Loss) per Share Basic income / (loss) per share amounts are computed based on net income / (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. The effect of 25,333,500 warrants and 46,072,874 options is anti-dilutive for the three and six months ended June 30, 2022 as they are not in the money. The effect of 3,000,000 warrants and 0 options, as well as 500,000,000 shares issuable upon the conversion of a convertible note, is anti-dilutive for the three and six months ended June 301, 2021. Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. 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. |
Asset Purchase Agreement
Asset Purchase Agreement | 6 Months Ended |
Jun. 30, 2022 | |
Asset Purchase Agreement [Abstract] | |
ASSET PURCHASE AGREEMENT | 2. ASSET PURCHASE AGREEMENT On February 21, 2017, the Company purchased all right, title, interest and goodwill in or associated with certain domain names set forth in an asset purchase agreement for a total of $20,185 in cash and 200,000 shares of the Company’s common stock valued at $30,000. During the year ended August 31, 2020, the Company transferred certain URLs valued at $5,282 to an unrelated party and impaired $289 leaving a balance of $44,614 of URLs. The domain names are being amortized over a 15 year period. During the year ended August 31, 2021, the Company recorded an amortization expense of $3,244. During the year ended August 31, 2020, the Company recorded an impairment expense of $289 for the expired domain names. During the three and six months ended June 30, 2022 and 2021, the Company recorded an amortization expense of $0, $0, $3,060 and $3,871, respectively. In connection with a stock purchase agreement (see note 9), 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. (See Notes 3 and 6.) |
Inventory Earn-Out
Inventory Earn-Out | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY EARN-OUT | 3. INVENTORY EARN-OUT As described in Notes 2 and 6, in exchange for cancellation of the debt owed under the Debenture, the Company transferred to the holder certain domain names 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, 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. As of June 30, 2022 no amounts have been paid. |
Note Receivable
Note Receivable | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
NOTE RECEIVABLE | 4. NOTE RECEIVABLE On January 19, 2022 the Company loaned WonderLeaf $10,000, pursuant to a promissory note. The note bears interest at 5.0% annually and matures on January 18, 2023. Accrued interest amounted to $236 at June 30, 2022. On February 8, 2022 the Company loaned WonderLeaf $10,000, pursuant to a promissory note. The note bears interest at 5.0% annually and matures on February 8, 2023. Accrued interest amounted to $195 at June 30, 2022. |
Note Payable - Related Party
Note Payable - Related Party | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE - RELATED PARTY | 5. NOTE PAYABLE - RELATED PARTY During the six months ended June 30, 2022, Michael Feinsod, the Company’s chief executive officer, was repaid $2,500. |
Convertible Note Payable
Convertible Note Payable | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Debenture Related Party Abstract | |
CONVERTIBLE NOTE PAYABLE | 6. CONVERTIBLE NOTE PAYABLE On December 24, 2019, the Company entered into and closed a securities purchase agreement with an accredited investor, pursuant to which the Company issued and sold to the investor an original issue discount convertible debenture in the principal amount of $500,000, for a purchase price of $300,000. The Company also issued to the investor 5,000,000 shares of common stock valued at $55,000 ($0.005 per share). The Company recorded beneficial conversion of $245,000 due to the conversion feature. The debenture could not be converted to common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock. The debenture had an original maturity date of April 30, 2020 and was convertible into shares of common stock of the Company at an initial conversion price of $0.001, except that, if the Company failed to repay the debenture upon maturity, the conversion price would be reduced to $0.0004 (subject to adjustment for stock splits, stock dividends, and similar transactions) and the debenture would bear interest at the rate of 9% per year. The Company’s obligation to repay the debenture upon maturity was initially secured by a security interest in the Company’s inventory pursuant to a security agreement between the Company and the investor. For the year ended August 31, 2020 the Company recorded amortization of debt discount of $500,000. A portion of the debenture was subsequently sold by the original purchaser to a third party. On April 23, 2020, the Company entered into an amendment to the security agreement with the holders of the debentures. Pursuant to the security agreement amendment, the collateral under the security agreement was amended to be the Company’s URLs. The Company also entered into six amendments to the debentures, including to increase the conversion price to $0.05, and to extend the maturity date, including an amendment entered into on August 2, 2021, to extend the maturity date to August 31, 2021. In September 2021, a debenture holder converted $100,000 into 2,000,000 shares of common stock at a price of $0.05 per share. As of June 30, 2022, there is no convertible debt outstanding. On October 28, 2021, in connection with a stock purchase agreement, 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, 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. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
LEASES | 7. LEASES In connection with the Wonderleaf Purchase Agreement, Bespoke Colorado entered into a lease agreement (the “Lease”) with WL Holdings, Ltd. (“WL Holdings”) Pursuant to the Lease, Bespoke Colorado will lease from WL Holdings certain commercial space in Aurora, Colorado, where WonderLeaf’s business has been located, commencing upon signing of the Lease and Wonderleaf Purchase Agreement, for a term of five years, which Bespoke Colorado will have an option to renew for an additional five years. Monthly rent under the Lease will start at $6,000. The Lease grants the Company an option to purchase the property for $600,000. The Company has not decided whether it will exercise either option. Supplemental balance sheet information related to leases was as follows: June 30, Operating Leases Classification 2022 Right-of-use assets Right of use assets $ 308,142 Current lease liabilities Current operating lease liabilities 62,797 Non-current lease liabilities Long-term operating lease liabilities 247,907 Total lease liabilities $ 310,704 Lease term and discount rate were as follows: December 31, 2021 Weighted average remaining lease term (years) 4.67 Weighted average discount rate 4 % The component of lease costs was as follows: Six months June 30, 2022 Operating lease cost $ 38,196 Variable lease cost (1) 2,100 Total lease costs $ 20,148 (1) Variable lease cost primarily relates to common area maintenance, property taxes and insurance on leased real estate. Supplemental disclosures of cash flow information related to leases were as follows: June 30, 2022 Cash paid for operating lease liabilities $ 36,000 Maturities of lease liabilities were as follows as of June 30, 2022: Operating Leases 2022 $ 36,200 2023 75,600 2024 75,915 2025 79,380 2026 72,765 Thereafter - Total undiscounted lease payments 339,860 Less: Present value discount (29,129 ) Total Present value of lease liabilities $ 310,704 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | 8. EQUITY Common Stock and Preferred Stock As of June 30, 2022 and December 31, 2021, the Company’s authorized capital stock consists of 3,000,000,000 shares of common stock, par value $0.001, and 50,000,000 shares of preferred stock, par value $0.001. 1,000 shares of preferred stock are designated as Series A Convertible Preferred Stock. No shares of Series A Preferred Stock are issued and outstanding as of June 30, 2022 and December 31, 2021, respectively. The Company’s Certificate of Designation of Series B Preferred Stock was withdrawn by the Company on June 30, 2020. 1 share of preferred stock is designated Series C Preferred Stock and is issued and outstanding as of June 30, 2022 and December 31, 2021, respectively. The Series C Preferred Stock has a stated value of $24,000 and entitles the holder to 51% of the total voting power of the Company’s stockholders. The Company may, in its sole discretion, redeem the Series C Preferred Stock at any time for a redemption price equal to the stated value. Upon payment of the redemption price by the Company, the Series C Preferred Stock will revert to the status of authorized but unissued preferred stock. On October 28, 2021, the Company entered into a stock purchase agreement with Danil Pollack (the Company’s then-chief executive officer), and Infinity Management, LLC (“Infinity”). Pursuant to the purchase agreement, upon the closing thereof on November 19, 2021, Mr. Pollack sold to Infinity, 50,000,000 shares of common stock of the Company and one share of Series C preferred stock of the Company for cash consideration of $40,000. The Series C Preferred Stock Infinity acquired represents 51% of the voting power of the Company’s capital stock, and therefore the transaction resulted in a change-in-control of the Company. The purchase agreement further provided for Infinity to make a capital contribution to the Company of $4,792 to cover payment of the amounts due to certain creditors of the Company, as set forth in the purchase agreement. The amount was paid on January 18, 2022. On December 2, 2021, Bespoke Colorado, a newly formed wholly-owned subsidiary of the Company entered into an asset purchase agreement with WonderLeaf, LLC (“WonderLeaf”), and on December 7, 2021, Bespoke Colorado and WonderLeaf entered into an amendment to such asset purchase agreement (as amended, the “WonderLeaf Purchase Agreement”). Pursuant to the Wonderleaf Purchase Agreement, Bespoke Colorado agreed to purchase from WonderLeaf, and WonderLeaf agreed to sell to Bespoke Colorado, certain assets of WonderLeaf, including a license to manufacture marijuana-infused products, existing inventory, and extraction equipment and ancillary items, all as further set forth in the Wonderleaf Purchase Agreement, for a purchase price of $225,000, to be paid in shares of common stock of the Company (including 2,500,000 shares issuable, and to be held in escrow, upon execution of the Purchase Agreement, and an additional $150,000 of common stock that will be valued based on the volume weighted average price of the common stock, subject to a floor of $0.02 per share and a ceiling of $0.04 per share), provided that, the purchase price for the inventory will be 90% of the wholesale value of the regulated marijuana portion of the inventory and the packaging corresponding thereto set forth on the inventory accounting statement to be prepared pursuant to the Wonderleaf Purchase Agreement. On June 30, 2022, Bespoke Extracts Colorado, LLC entered into amendment No. 2 to the asset purchase agreement, dated December 2, 2021, between Bespoke Colorado and WonderLeaf, LLC. Pursuant to the amendment, the “Termination Date” under the asset purchase agreement was extended to August 30, 2022. On December 14, 2021, the board of directors of the Company adopted the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which up to an aggregate of 300,000,000 shares of common stock are available for issuance. Awards under the plan may include options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance share awards, or other equity-based awards, each as defined under the 2021 Plan. Options awarded under the 2021 Plan are to have an exercise price of not less than 100% of issued shares sub events the fair market value of the common stock on the grant date and a term of not more than ten years from the option grant date. On December 14, 2021, the Company entered into an employment agreement with Hunter Garth. Pursuant to the employment agreement, Mr. Garth will serve as the Company’s president and will receive a base monthly salary of $8,000. The Company also granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, 22,500,000 shares of restricted common stock valued at $675,000 ($0.03 per share), which will vest one year from the date of grant. During the three and six months ended June 30, 2022 the Company recorded $168,287 and $334,725, respectively of expenses associated with the stock based compensation. On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, the Company’s chief executive officer and chairman. Pursuant to the employment agreement, Mr. Feinsod will continue to serve as the Company’s chief executive officer and chairman and will receive a base monthly salary of $10,000. The Company also granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, 45,000,000 shares of restricted common stock valued at $1,350,000 ($0.03 per share), which will vest one year from the date of grant. During the three and six months ended June 30, 2022 the Company recorded $336,575 and $669,452, respectively of expenses associated with the stock based compensation. During the six months ended June 30, 2022, the Company entered into and closed securities purchase agreements with investors pursuant to which the Company issued and sold to the investors an aggregate of 68,890,000 shares of common stock and warrants to purchase an aggregate of 17,222,500 shares of common stock, for an aggregate purchase price of $344,450. The warrants expire June 30, 2023 and have an exercise price of $0.05. Warrants During the six months ended June 30, 2022, the Company entered into and closed securities purchase agreements with investors pursuant to which the Company issued and sold to the investors an aggregate of 68,890,000 shares of common stock and warrants to purchase an aggregate of 17,222,500 shares of common stock, for an aggregate purchase price of $344,450. The warrants expire June 30, 2023 and have an exercise price of $0.05. The following table summarizes the warrant activities during the six months ended June 30, 2022: Number of Weighted- Weighted- Outstanding at December 31, 2021 15,500,000 $ 0.14 1.15 years Granted 17,2222,500 0.05 1.0 years Canceled or expired (30,000 ) 0.40 Exercised - - Outstanding at June 30, 2022 32,692,500 $ 0.11 0.90 years Exercisable at June 30, 2022 32,692,500 $ 0.11 0.90 years Intrinsic value at June 30, 2022 $ - Options On December 14, 2021, the Company entered into an employment agreement with Hunter Garth, wherein the Company granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, ten-year options to purchase 15,000,000 shares of common stock at an exercise price of $0.06 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. The options were valued at $450,000 using a Black-Scholes pricing model. During the three and six months ended June 30, 2022 the Company recorded $67,797 and $135,594 of expenses associated with the vesting of these stock options. (See notes 9 and 10). On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, wherein the Company granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, ten-year options to purchase 30,000,000 shares of common stock at an exercise price of $0.06 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. The Options were valued at $900,000 using a Black-Scholes pricing model. During the three and six months ended June 30, 2022 the Company recorded $135,594 and $271,188 of expenses associated with the vesting of these stock options. (See notes 9 and 10). On December 14, 2021 Company issued to a consultant options to purchase 1,000,000 shares of common stock at an exercise price of $0.03. The options vest over a period of 3 months and have a term of 10 years. The options were valued at $30,000 using a Black-Scholes pricing model. During the three and six months ended June 30, 2022 the Company recorded $0 and $24,900, respectively of expenses associated with the vesting of these stock options. The following table summarizes the option activities during the Six months ended June 30, 2022: Number of Weighted- Weighted- Outstanding at December 31, 2021 46,072,874 $ 0.06 9.95 years Granted - - Canceled or expired - - Exercised - - Outstanding at June 30, 2022 46,072,874 $ 0.06 9.45 years Exercisable at June 30, 2022 1,072,874 $ 0.03 9.19 years Intrinsic value at June 30, 2022 $ - |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS On April 21, 2020, Danil Pollack was appointed president, chief executive officer, and chief financial officer of the Company. In connection with Mr. Pollack’s appointment, the Company entered into an employment agreement with Mr. Pollack. Pursuant to the employment agreement, Mr. Pollack agreed to serve as the Company’s chief executive officer and president for a period of one year, which term would renew automatically for successive one year terms, subject to the right of either party to terminate the agreement at any time upon written notice. Mr. Pollack was granted the right, for a period of six months, to purchase up to 100,000,000 shares of common stock of the Company for a purchase price of $0.001 per share. On September 30, 2020, the Company entered into an amendment to the Company’s employment agreement, dated April 22, 2020, with Danil Pollack, the Company’s then-chief executive officer. Pursuant to the amendment, the Company agreed to pay Mr. Pollack an annual salary of $48,000. On April 27, 2021, the Company entered into an amendment to the Company’s employment agreement with Mr. Pollack. Pursuant to the amendment, the Company agreed to pay Mr. Pollack an annual salary of $66,000 effective April 1, 2021. On November 2, 2021, effective July 1, 2021 Mr. Pollack waived all compensation owed to him by the Company as of such date through the date of his resignation as the Company’s chief executive officer. Mr. Pollack elected to forgive $11,000 of salary during four months ended December 31, 2021, and the amount was recorded as a capital contribution. On October 28, 2021, the Company entered into a stock purchase agreement with Danil Pollack, and Infinity Management, LLC. Pursuant to the purchase agreement, upon the closing thereof on November 19, 2021, Mr. Pollack sold to Infinity, 50,000,000 shares of the common stock of the Company and one share of Series C preferred stock of the Company for cash consideration of $40,000. The Series C Preferred Stock Infinity acquired represents 51% of the voting power of the Company’s capital stock, and therefore the transaction resulted in a change-in-control of the Company. The purchase agreement further provided for Infinity to make a capital contribution to the Company of $4,792 to cover payment of the amounts due to certain creditors of the Company, as set forth in the purchase agreement. The amount was paid on January 18, 2022. In connection with the purchase agreement, and effective upon the closing thereunder, Mr. Michael Feinsod, the managing member of Infinity, was appointed as the chief executive officer and chairman of the board of directors of the Company, Mr. Hunter Garth was appointed as a director, as well as chief strategy officer of the Company, and Mr. Pollack resigned from all positions with the Company, including as president, CEO, chief financial officer and director of the Company. On December 14, 2021, the Company entered into an employment agreement with Hunter Garth. Pursuant to the employment agreement, Mr. Garth will serve as the Company’s president and will receive a base monthly salary of $8,000. The Company also granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, 22,500,000 shares of restricted common stock, which will vest one year from the date of grant, and ten-year options to purchase 15,000,000 shares of common stock at an exercise price of $0.06 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Garth is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination. On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, the Company’s chief executive officer and chairman. Pursuant to the employment agreement, Mr. Feinsod will continue to serve as the Company’s chief executive officer and chairman and will receive a base monthly salary of $10,000. The Company also granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, 45,000,000 shares of restricted common stock, which will vest one year from the date of grant, and ten-year options to purchase 30,000,000 shares of common stock at an exercise price of $0.06 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Feinsod is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination. During the six months ended June 30, 2022, Michael Feinsod, the Company’s chief executive officer, was repaid $2,500. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES On April 21, 2020, Danil Pollack was appointed president, chief executive officer, and chief financial officer of the Company. In connection with Mr. Pollack’s appointment, the Company entered into an employment agreement with Mr. Pollack. On September 30, 2020, the Company entered into an amendment to the employment agreement. Pursuant to the amendment, the Company agreed to pay Mr. Pollack an annual salary of $48,000. On April 27, 2021, the Company entered into an amendment to the Company’s employment agreement with Mr. Pollack. Pursuant to the amendment, the Company agreed to pay Mr. Pollack an annual salary of $66,000 effective April 1, 2021. Mr. Pollack elected to forgive $11,000 of salary during four months ended December 31, 2021; the amount was recorded as a capital contribution. Mr. Pollack resigned on November 19, 2021. In connection with the purchase agreement, 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 (the “Debt Cancellation Agreement”). In exchange for cancellation of the debt owed under the Debenture, the Company transferred to the holder certain domain names 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. On December 14, 2021, the Company entered into an employment agreement with Hunter Garth. Pursuant to the employment agreement, Mr. Garth will serve as the Company’s president and will receive a base monthly salary of $8,000. The Company also granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, 22,500,000 shares of restricted common stock, which will vest one year from the date of grant, and ten-year options to purchase 15,000,000 shares of common stock at an exercise price of $0.06 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Garth is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination. On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, the Company’s chief executive officer and chairman. Pursuant to the employment agreement, Mr. Feinsod will continue to serve as the Company’s chief executive officer and chairman and will receive a base monthly salary of $10,000. The Company also granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, 45,000,000 shares of restricted common stock, which will vest one year from the date of grant, and ten-year options to purchase 30,000,000 shares of common stock at an exercise price of $0.06 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Feinsod is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination. |
Major Customers
Major Customers | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
MAJOR CUSTOMERS | 11. MAJOR CUSTOMERS At June 30, 2022 and December 31, 2021, no individual customer amounted to over 10% of total accounts receivable. During the three and six months ended June 30, 2022, one individual customer amounted to over 10% of total sales. During the three and six ended June 30, 2021, no individual customer amounted to over 10% of total sales. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS On August 11, 2022,the Company and Bespoke Extracts Colorado, LLC (“Bespoke Colorado”), a wholly-owned subsidiary of the Company entered into an asset purchase agreement (the “Purchase Agreement”) with Osiris, LLC doing business as Best Day Ever (“BDE”) and Michael Gurtman. Pursuant to the Purchase Agreement, Bespoke Colorado agreed to purchase from BDE, and BDE agreed to sell to Bespoke Colorado, the assets of BDE, including certain licenses. The Company also agreed to assume certain leases, all as further set forth in the Purchase Agreement. As consideration for the acquisition of the assets, the Company will issue 125,000,000 shares of common stock at the closing of the transaction. Closing of the Purchase Agreement is subject to receipt of certain governmental approvals and other customary closing conditions. Effective August 1, 2022, the Company issued an aggregate of 12,000,000 shares of common stock to employees and consultants for services, including 7,000,000 shares that vest immediately, 2,500,000 shares that will vest one year from the grant date, and 2,500,000 shares that will vest two years from the grant date. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business Operations | Nature of Business Operations Bespoke Extracts, Inc. (the “Company”) is a Nevada corporation focused on selling its proprietary line of specially-formulated, premium quality, hemp-derived CBD products. 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. On December 2, 2021, Bespoke Extracts Colorado, LLC (“Bespoke Colorado”), a newly formed wholly-owned subsidiary of the Company entered into an asset purchase agreement with WonderLeaf, LLC (“WonderLeaf”), and on December 7, 2021, Bespoke Colorado and WonderLeaf entered into an amendment to such asset purchase agreement (as amended, the “WonderLeaf Purchase Agreement”). Pursuant to the Wonderleaf Purchase Agreement, Bespoke Colorado agreed to purchase from WonderLeaf, and WonderLeaf agreed to sell to Bespoke Colorado, certain assets of WonderLeaf, including a license to manufacture marijuana-infused products, existing inventory, and extraction equipment and ancillary items, all as further set forth in the Wonderleaf Purchase Agreement, for a purchase price of $225,000, to be paid in shares of common stock of the Company (including 2,500,000 shares issuable, and to be held in escrow, upon execution of the WonderLeaf Purchase Agreement, and an additional $150,000 of common stock that will be valued based on the volume weighted average price of the common stock, subject to a floor of $0.02 per share and a ceiling of $0.04 per share), provided that, the purchase price for the inventory will be 90% of the wholesale value of the regulated marijuana portion of the inventory and the packaging corresponding thereto set forth on the inventory accounting statement to be prepared pursuant to the Wonderleaf Purchase Agreement. As of the date of filing the Company has not closed on the transaction. |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments of a normal and recurring nature considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022 may not necessarily be indicative of the results that may be expected for the year ended December 31, 2022. For further information, refer to the Company’s financial statements and footnotes thereto included in the Annual Report on Form 10-K for the year ended August 31, 2021 and the Transition Report on Form 10Q-T for the transition period from September 1, 2021 to December 31, 2021. On February 2, 2022, the Company changed its fiscal year from August 31 to December 31. Certain prior period amounts have been reclassified to conform to the current period presentation. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated unaudited financial statements include the accounts of Bespoke Extracts, Inc., and its wholly owned subsidiary Bespoke Extracts Colorado, LLC. All inter-company balances have been eliminated. |
Going Concern | Going Concern The accompanying condensed consolidated unaudited financial statements have been prepared assuming a continuation of the Company as a going concern. The Company had negative cash flows from operations, a working capital deficit and an accumulated deficit as of and for the six months ended June 30, 2022. This raises 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. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and accompanying notes. Significant estimates include the assumption used in the valuation of equity-based transactions, valuation of intangible assets, allowance for doubtful accounts and inventory valuation and reserves. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities of three months or less at the time of purchase. At June 30, 2022 and December 31, 2021, the Company did not have any cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash, accounts receivable, prepaid expenses, inventory and other assets, accounts payable, accrued liabilities, note payable and convertible note payable approximate their fair values as of June 30, 2022 and December 31, 2021, respectively, because of their short-term natures and the Company’s borrowing rate of interest. |
Accounts Receivable | 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. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. At June 30, 2022 and December 31, 2021, the Company has recorded an allowance for doubtful accounts of $0 and $0, respectively. At June 30, 2022 and December 31, 2021 included in the accounts receivable is the merchant holdback receivable balance of $3,636 and $3,636, respectively which will be remitted to the Company in the future. |
Advances to WonderLeaf | Advances to WonderLeaf During the six months ended June 30, 2022 the Company advanced WonderLeaf $12,000 to cover operating expenses. The amounts are repayable upon demand. |
Inventory | 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. As of June 30, 2022 and December 31, 2021, inventory amounted to $0 and $46,825, respectively, which consisted of finished goods of $79,909 and $43,574, and raw materials of $0 and $3,251 net of reserves, respectively. As of June 30, 2022 and December 31, 2021 inventory reserves were $79,909 and $33,476, respectively. |
Revenue Recognition | Revenue Recognition We account for revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 606, “Revenue from Contracts with Customers”. Revenue is measured based on the amount of consideration that we expect to receive, reduced by discounts and estimates for credits and returns (calculated based upon previous experience and management’s evaluation). Outbound shipping charged to customers is recognized at the time the related merchandise revenues are recognized and are included in net revenues. Inbound and outbound shipping and delivery costs are included in cost of revenues. Our products are sold through our online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due on the date of shipment. The Company offers a 30 day return policy on sales. |
Stock Based Compensation | Stock Based Compensation Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option or warrant, whichever is more reliably measurable, and in accordance with FASB ASC 718 , Compensation-Stock Compensation, |
Net Income / (Loss) per Share | Net Income / (Loss) per Share Basic income / (loss) per share amounts are computed based on net income / (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. The effect of 25,333,500 warrants and 46,072,874 options is anti-dilutive for the three and six months ended June 30, 2022 as they are not in the money. The effect of 3,000,000 warrants and 0 options, as well as 500,000,000 shares issuable upon the conversion of a convertible note, is anti-dilutive for the three and six months ended June 301, 2021. |
Recent Accounting Pronouncements | Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. |
Income Taxes | 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. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of supplemental balance sheet information | June 30, Operating Leases Classification 2022 Right-of-use assets Right of use assets $ 308,142 Current lease liabilities Current operating lease liabilities 62,797 Non-current lease liabilities Long-term operating lease liabilities 247,907 Total lease liabilities $ 310,704 |
Schedule of lease term and discount rate | December 31, 2021 Weighted average remaining lease term (years) 4.67 Weighted average discount rate 4 % |
Schedule of lease costs | Six months June 30, 2022 Operating lease cost $ 38,196 Variable lease cost (1) 2,100 Total lease costs $ 20,148 |
Schedule of supplemental disclosures of cash flow information | June 30, 2022 Cash paid for operating lease liabilities $ 36,000 |
Schedule of maturities of lease liabilities | Operating Leases 2022 $ 36,200 2023 75,600 2024 75,915 2025 79,380 2026 72,765 Thereafter - Total undiscounted lease payments 339,860 Less: Present value discount (29,129 ) Total Present value of lease liabilities $ 310,704 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant activities | Number of Weighted- Weighted- Outstanding at December 31, 2021 15,500,000 $ 0.14 1.15 years Granted 17,2222,500 0.05 1.0 years Canceled or expired (30,000 ) 0.40 Exercised - - Outstanding at June 30, 2022 32,692,500 $ 0.11 0.90 years Exercisable at June 30, 2022 32,692,500 $ 0.11 0.90 years Intrinsic value at June 30, 2022 $ - |
Schedule of option activities | Number of Weighted- Weighted- Outstanding at December 31, 2021 46,072,874 $ 0.06 9.95 years Granted - - Canceled or expired - - Exercised - - Outstanding at June 30, 2022 46,072,874 $ 0.06 9.45 years Exercisable at June 30, 2022 1,072,874 $ 0.03 9.19 years Intrinsic value at June 30, 2022 $ - |
Nature of Operations, Signifi_2
Nature of Operations, Significant Accounting Policies and Going Concern (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 02, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Nature of Operations, Significant Accounting Policies and Going Concern (Details) [Line Items] | ||||
Agreement purchase price | $ 225,000 | |||
Common stock including shares issuable (in Shares) | 2,500,000 | |||
Additional common stock | $ 150,000 | |||
Price per share (in Dollars per share) | $ 0.04 | |||
Inventory purchase price, percentage | 90% | |||
Allowance for doubtful accounts | $ 0 | $ 0 | ||
Accounts receivable | 3,636 | 3,636 | ||
Operating expenses | 12,000 | |||
Inventory | 0 | 46,825 | ||
Inventory finished goods | 79,909 | 43,574 | ||
Raw material, net reserve | 0 | 3,251 | ||
Inventory reserves | $ 79,909 | $ 33,476 | ||
Anti-dilutive options (in Shares) | 46,072,874 | |||
Shares issuable conversion of a convertible note (in Shares) | 500,000,000 | |||
Common Stock [Member] | ||||
Nature of Operations, Significant Accounting Policies and Going Concern (Details) [Line Items] | ||||
Price per share (in Dollars per share) | $ 0.02 | |||
Warrant [Member] | ||||
Nature of Operations, Significant Accounting Policies and Going Concern (Details) [Line Items] | ||||
Shares warrants (in Shares) | 25,333,500 | |||
Anti-dilutive shares of warrants and options (in Shares) | 3,000,000 | |||
Options [Member] | ||||
Nature of Operations, Significant Accounting Policies and Going Concern (Details) [Line Items] | ||||
Anti-dilutive shares of warrants and options (in Shares) | 0 |
Asset Purchase Agreement (Detai
Asset Purchase Agreement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Aug. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Aug. 31, 2020 | Feb. 21, 2017 | |
Asset Purchase Agreement (Details) [Line Items] | |||||||
Asset purchase agreement total | $ 20,185 | ||||||
Number of common stock shares (in Shares) | 200,000 | ||||||
Common stock value | $ 30,000 | ||||||
Transferred value | $ 5,282 | ||||||
Impairment of unrelated party | 289 | ||||||
Impaired of leaving balance | $ 44,614 | ||||||
Amortized over period | 15 years | ||||||
Amortization expense | $ 3,244 | $ 0 | $ 3,060 | $ 0 | $ 3,871 | ||
Transferred amount | 32,748 | ||||||
Asset Purchase Agreement [Member] | |||||||
Asset Purchase Agreement (Details) [Line Items] | |||||||
Impairment leaving balance | $ 289 | ||||||
Original principal amount | $ 400,000 |
Inventory Earn-Out (Details)
Inventory Earn-Out (Details) - Subsequent Event [Member] | Aug. 31, 2022 USD ($) |
Inventory Earn-Out (Details) [Line Items] | |
Operating profit, sale percentage | 40% |
Inventory earn out | $ 75,000 |
Note Receivable (Details)
Note Receivable (Details) - USD ($) | Feb. 08, 2022 | Jan. 19, 2022 | Jun. 30, 2022 |
Note Receivable (Details) [Line Items] | |||
Promissory note | $ 10,000 | $ 10,000 | |
Annual interest rate | 5% | 5% | |
Maturity date | Feb. 08, 2023 | Jan. 18, 2023 | |
WonderLeaf [Member] | |||
Note Receivable (Details) [Line Items] | |||
Accrued interest | $ 236 | ||
WonderLeaf One [Member] | |||
Note Receivable (Details) [Line Items] | |||
Accrued interest | $ 195 |
Note Payable - Related Party (D
Note Payable - Related Party (Details) | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Repaid | $ 2,500 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Dec. 02, 2021 | Oct. 28, 2021 | Sep. 30, 2021 | Dec. 24, 2019 | Aug. 31, 2022 | Aug. 31, 2020 | Aug. 02, 2021 | |
Convertible Note Payable (Details) [Line Items] | |||||||
Principal amount | $ 500,000 | ||||||
Purchase amount | $ 300,000 | ||||||
Issuance of common stock, shares (in Shares) | 5,000,000 | ||||||
Common stock value | $ 55,000 | ||||||
Common stock per share price (in Dollars per share) | $ 0.005 | ||||||
Beneficial conversion feature | $ 245,000 | ||||||
Company outstanding percentage | 4.99% | ||||||
Conversion price (in Dollars per share) | $ 0.001 | $ 0.05 | |||||
Conversion price reduced per share (in Dollars per share) | $ 0.0004 | ||||||
Percentage of interest rate | 9% | ||||||
Debenture holder converted amount | $ 100,000 | ||||||
Converted to shares of common stock (in Shares) | 2,000,000 | ||||||
Common stock price per share (in Dollars per share) | $ 0.05 | ||||||
Principal amount | $ 400,000 | ||||||
Debenture holder amount | $ 32,748 | ||||||
Maturity date | April 30, 2020 | ||||||
Securities Purchase Agreement [Member] | |||||||
Convertible Note Payable (Details) [Line Items] | |||||||
Amortization of debt discount | $ 500,000 | ||||||
Forecast [Member] | |||||||
Convertible Note Payable (Details) [Line Items] | |||||||
Percentage of operating profit generated | 40% | ||||||
Total of the monthly payments | $ 75,000 | ||||||
Gain on extinguishment of debt | $ 292,252 |
Leases (Details)
Leases (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Leases [Abstract] | |
Lease term | 5 years |
Renew for an additional term | 5 years |
Rent amount | $ 6,000 |
Purchase of property | $ 600,000 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of supplemental balance sheet information | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Schedule Of Supplemental Balance Sheet Information Abstract | |
Right-of-use assets, Classification | Right of use assets |
Right-of-use assets | $ 308,142 |
Current lease liabilities, Classification | Current operating lease liabilities |
Current lease liabilities | $ 62,797 |
Non-current lease liabilities, Classification | Long-term operating lease liabilities |
Non-current lease liabilities | $ 247,907 |
Total lease liabilities | $ 310,704 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease term and discount rate | Dec. 31, 2021 |
Schedule Of Lease Term And Discount Rate Abstract | |
Weighted average remaining lease term (years) | 4 years 8 months 1 day |
Weighted average discount rate | 4% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of lease costs | 6 Months Ended | |
Jun. 30, 2022 USD ($) | ||
Schedule Of Lease Costs Abstract | ||
Operating lease cost | $ 38,196 | |
Variable lease cost | 2,100 | [1] |
Total lease costs | $ 20,148 | |
[1]Variable lease cost primarily relates to common area maintenance, property taxes and insurance on leased real estate. |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of supplemental disclosures of cash flow information | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Schedule Of Supplemental Disclosures Of Cash Flow Information Abstract | |
Cash paid for operating lease liabilities | $ 36,000 |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of maturities of lease liabilities | Jun. 30, 2022 USD ($) |
Schedule Of Maturities Of Lease Liabilities Abstract | |
2022 | $ 36,200 |
2023 | 75,600 |
2024 | 75,915 |
2025 | 79,380 |
2026 | 72,765 |
Thereafter | |
Total undiscounted lease payments | 339,860 |
Less: Present value discount | (29,129) |
Total Present value of lease liabilities | $ 310,704 |
Equity (Details)
Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Dec. 14, 2021 | Dec. 13, 2021 | Dec. 02, 2021 | Oct. 28, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Equity (Details) [Line Items] | |||||||
Common stock, shares authorized (in Shares) | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized (in Shares) | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock designated, shares issued (in Shares) | 1 | 1 | 1 | ||||
Preferred stock designated, shares outstanding (in Shares) | 1 | 1 | 1 | ||||
Common stock, description | Company issued to a consultant options to purchase 1,000,000 shares of common stock at an exercise price of $0.03. The options vest over a period of 3 months and have a term of 10 years. The options were valued at $30,000 using a Black-Scholes pricing model. | ||||||
Purchase agreement, description | Pursuant to the Wonderleaf Purchase Agreement, Bespoke Colorado agreed to purchase from WonderLeaf, and WonderLeaf agreed to sell to Bespoke Colorado, certain assets of WonderLeaf, including a license to manufacture marijuana-infused products, existing inventory, and extraction equipment and ancillary items, all as further set forth in the Wonderleaf Purchase Agreement, for a purchase price of $225,000, to be paid in shares of common stock of the Company (including 2,500,000 shares issuable, and to be held in escrow, upon execution of the Purchase Agreement, and an additional $150,000 of common stock that will be valued based on the volume weighted average price of the common stock, subject to a floor of $0.02 per share and a ceiling of $0.04 per share), provided that, the purchase price for the inventory will be 90% of the wholesale value of the regulated marijuana portion of the inventory and the packaging corresponding thereto set forth on the inventory accounting statement to be prepared pursuant to the Wonderleaf Purchase Agreement. | ||||||
Shares sold to investors (in Shares) | 68,890,000 | ||||||
Warrant to purchase (in Shares) | 17,222,500 | ||||||
Warrant purchase price | $ 344,450 | ||||||
Exercise price (in Dollars per share) | $ 0.05 | ||||||
Expire date | Jun. 30, 2023 | ||||||
Expenses associated with vesting stock options | $ 0 | $ 24,900 | |||||
Warrant [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Option grant date term | 10 months 24 days | ||||||
Shares sold to investors (in Shares) | 68,890,000 | ||||||
Warrant to purchase (in Shares) | 17,222,500 | ||||||
Warrant purchase price | $ 344,450 | ||||||
Exercise price (in Dollars per share) | $ 0.05 | ||||||
Expire date | Jun. 30, 2023 | ||||||
Common stock exercise price (in Dollars per share) | $ 0.11 | $ 0.11 | |||||
2021 Equity Incentive Plan [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Sale of stock, number of shares issued (in Shares) | 300,000,000 | ||||||
Fair market value of common stock, percentage | 100% | ||||||
Option grant date term | 10 years | ||||||
Equity Option [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Common stock exercise price (in Dollars per share) | $ 0.03 | $ 0.03 | |||||
Series A Preferred Stock [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Preferred stock, shares designated (in Shares) | 1,000 | 1,000 | |||||
Series C Preferred Stock [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares designated (in Shares) | 1 | 1 | 1 | ||||
Preferred stock designated, shares issued (in Shares) | 1 | 1 | 1 | ||||
Preferred stock designated, shares outstanding (in Shares) | 1 | 1 | 1 | ||||
Preferred stock stated value | $ 24,000 | $ 24,000 | |||||
Voting power of percentage | 51% | ||||||
Mr. Garth [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Base monthly salary | $ 8,000 | ||||||
Stock based compensation expenses | 168,287 | $ 334,725 | |||||
Mr. Garth [Member] | 2021 Equity Incentive Plan [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Vesting period | 1 year | ||||||
Mr. Garth [Member] | Restricted Stock [Member] | 2021 Equity Incentive Plan [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Sale of stock, number of shares issued (in Shares) | 22,500,000 | ||||||
Common stock value | $ 675,000 | ||||||
Common stock value, per share (in Dollars per share) | $ 0.03 | ||||||
Mr. Feinsod [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Base monthly salary | $ 10,000 | ||||||
Stock based compensation expenses | 336,575 | 669,452 | |||||
Mr. Feinsod [Member] | 2021 Equity Incentive Plan [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Vesting period | 1 year | ||||||
Mr. Feinsod [Member] | Restricted Stock [Member] | 2021 Equity Incentive Plan [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Sale of stock, number of shares issued (in Shares) | 45,000,000 | ||||||
Common stock value | $ 1,350,000 | ||||||
Common stock value, per share (in Dollars per share) | $ 0.03 | ||||||
Hunter Garth [Member] | Equity Option [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Sale of stock, number of shares issued (in Shares) | 15,000,000 | ||||||
Common stock exercise price (in Dollars per share) | $ 0.06 | ||||||
Premium over closing price, percentage | 120% | ||||||
Options were valued | 450,000 | ||||||
Expenses associated with vesting stock options | 67,797 | 135,594 | |||||
Michael Feinsod [Member] | 2021 Equity Incentive Plan [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Sale of stock, number of shares issued (in Shares) | 30,000,000 | ||||||
Common stock exercise price (in Dollars per share) | $ 0.06 | ||||||
Premium over closing price, percentage | 120% | ||||||
Options were valued | 900,000 | ||||||
Expenses associated with vesting stock options | $ 135,594 | 271,188 | |||||
Chief Executive Officer [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Voting power of percentage | 51% | ||||||
Common stock, description | Pursuant to the purchase agreement, upon the closing thereof on November 19, 2021, Mr. Pollack sold to Infinity, 50,000,000 shares of common stock of the Company and one share of Series C preferred stock of the Company for cash consideration of $40,000. | ||||||
Infinity capital cover payment | $ 4,792 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of warrant activities - Warrants [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Number of Warrants, Outstanding Beginning balance (in Shares) | shares | 15,500,000 |
Weighted-Average Price Per Share, Outstanding Beginning balance | $ 0.14 |
Weighted- Average Remaining Life, Outstanding Beginning years | 1 year 1 month 24 days |
Number of Warrants, Granted (in Shares) | shares | 172,222,500 |
Weighted-Average Price Per Share, Granted | $ 0.05 |
Weighted- Average Remaining Life, Granted | 1 year |
Number of Warrants, Canceled or expired (in Shares) | shares | (30,000) |
Weighted-Average Price Per Share, Cancelled or expired | $ 0.4 |
Number of Warrants, Exercised (in Shares) | shares | |
Weighted-Average Price Per Share, Exercised / Exchanged | |
Number of Warrants, Outstanding Ending balance (in Shares) | shares | 32,692,500 |
Weighted-Average Price Per Share, Outstanding Ending balance | $ 0.11 |
Weighted- Average Remaining Life, Outstanding Ending years | 10 months 24 days |
Number of Warrants, Exercisable (in Shares) | shares | 32,692,500 |
Weighted-Average Price Per Share, Exercisable | $ 0.11 |
Weighted- Average Remaining Life, Exercisable | 10 months 24 days |
Weighted-Average Price Per Share Intrinsic value |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of option activities - Options [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Equity (Details) - Schedule of option activities [Line Items] | |
Number of Options, Outstanding Beginning balance (in Shares) | shares | 46,072,874 |
Weighted-Average Price Per Share, Outstanding Beginning balance | $ 0.06 |
Weighted- Average Remaining Life, Outstanding Beginning yeas | 9 years 11 months 12 days |
Number of Options, Granted (in Shares) | shares | |
Weighted-Average Price Per Share, Granted | |
Weighted- Average Remaining Life, Granted | |
Number of Options, Canceled or expired (in Shares) | shares | |
Weighted-Average Price Per Share, Canceled or expired | |
Number of Options, Exercised (in Shares) | shares | |
Weighted-Average Price Per Share, Exercised | |
Number of Options, Outstanding Ending balance (in Shares) | shares | 46,072,874 |
Weighted-Average Price Per Share, Outstanding Ending balance | $ 0.06 |
Weighted- Average Remaining Life, Outstanding ending years | 9 years 5 months 12 days |
Number of Options, Exercisable (in Shares) | shares | 1,072,874 |
Weighted-Average Price Per Share, Exercisable | $ 0.03 |
Weighted- Average Remaining Life, Exercisable | 9 years 2 months 8 days |
Weighted-Average Price Per Share Intrinsic value |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 4 Months Ended | 6 Months Ended | |||||
Dec. 14, 2021 | Dec. 13, 2021 | Apr. 01, 2021 | Nov. 19, 2021 | Sep. 30, 2020 | Apr. 21, 2020 | Dec. 31, 2021 | Jun. 30, 2022 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Shares of common stock | 100,000,000 | |||||||
Purchase price per share (in Dollars per share) | $ 0.001 | |||||||
Cash consideration (in Dollars) | $ 40,000 | |||||||
Capital contribution (in Dollars) | $ 4,792 | |||||||
Series C Preferred Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Common stock shares issued | 1 | |||||||
Percentage of voting power | 51% | |||||||
Mr. Pollack [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares of common stock | 50,000,000 | |||||||
Salary (in Dollars) | $ 66,000 | $ 48,000 | $ 11,000 | |||||
Hunter Garth [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Salary (in Dollars) | $ 8,000 | |||||||
Mr. Garth [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares of common stock | 15,000,000 | |||||||
Exercise price (in Dollars per share) | $ 0.06 | |||||||
Common stock percentage | 120% | |||||||
Mr. Garth [Member] | 2021 Equity Incentive Plan [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Restricted common stock shares | 22,500,000 | |||||||
Vested term | 1 year | |||||||
Michael Feinsod [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Salary (in Dollars) | $ 10,000 | |||||||
Mr. Feinsod [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares of common stock | 30,000,000 | |||||||
Exercise price (in Dollars per share) | $ 0.06 | |||||||
Common stock percentage | 120% | |||||||
Mr. Feinsod [Member] | 2021 Equity Incentive Plan [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares of common stock | 45,000,000 | |||||||
Vested term | 1 year | |||||||
Chief Executive Officer [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Related party term | 1 year | |||||||
Related party renew terms | 1 year | |||||||
Shares of loaned | 2,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 4 Months Ended | |||||
Dec. 14, 2021 | Dec. 13, 2021 | Aug. 02, 2021 | Apr. 27, 2021 | Aug. 31, 2022 | Sep. 30, 2020 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | |||||||
Mr. Pollack an annual salary | $ 66,000 | ||||||
Mr. Pollack forgive salary | $ 11,000 | ||||||
Principal amount | $ 400,000 | ||||||
Executive officer salary | $ 8,000 | ||||||
Common stock ,options to purchase (in Shares) | 30,000,000 | ||||||
Exercise price (in Dollars per share) | $ 0.06 | ||||||
Premium percentage | 120% | ||||||
Equity Incentive Plan [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Restricted common stock (in Shares) | 22,500,000 | ||||||
Common Stock [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Exercise price (in Dollars per share) | $ 0.06 | ||||||
Premium percentage | 120% | ||||||
Restricted common stock [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Restricted common stock (in Shares) | 45,000,000 | ||||||
Grant [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Common stock ,options to purchase (in Shares) | 15,000,000 | ||||||
Forecast [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Operating profit, percentage | 40% | ||||||
Final payment of inventory earn out | $ 75,000 | ||||||
Securities Purchase Agreement [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Mr. Pollack an annual salary | $ 48,000 | ||||||
Chief Executive Officer [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Executive officer salary | $ 10,000 |
Major Customers (Details)
Major Customers (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||||
Total accounts receivable in percentage | 10% | 10% | |||
Total sales in percentage | 10% | 10% | 10% | 10% |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Aug. 02, 2022 | Aug. 11, 2022 |
Subsequent Events (Details) [Line Items] | ||
Vested shares | 7,000,000 | |
Subsequent Event [Member] | Common Stock [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Common stock shares | 12,000,000 | |
Subsequent Event [Member] | Private Placement [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Common stock shares | 125,000,000 | |
Vest One Yer [Member] | Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Grant vested shares | 2,500,000 | |
Vest Two Year [Member] | Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Grant vested shares | 2,500,000 |