If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box ☐.
Note. Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are
to be sent.
1
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NAME OF REPORTING PERSONS
Niquana Noel
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2
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CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
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SOLE VOTING POWER
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20,000,000 (1)
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NUMBER OF
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8
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SHARED VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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9
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SOLE DISPOSITIVE POWER
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EACH REPORTING
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PERSON WITH
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20,000,000 (1)
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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20,000,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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41.6% *
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14
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TYPE OF REPORTING PERSON
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IN
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* Based on 48,103,907 shares of common
stock outstanding as of November 7, 2018. Beneficial ownership is determined in accordance with Securities and Exchange Commission
rules and generally includes voting or investment power with respect to securities, which are deemed outstanding and beneficially
owned by such person for purposes of computing his or her percentage ownership.
Item 1. Security and Issuer
This Schedule 13D relates to the common
stock, par value $0.001 per share of Bespoke Extracts, Inc., a Nevada corporation (the “Issuer”), whose principal executive
offices are located at 323 Sunny Isles Boulevard, Suite 700, Sunny Isles, FL 33160.
Item 2. Identity and Background.
(a) Niquana
Noel (the “Reporting Person”) is an individual.
(b) The
business address of Ms. Noel is c/o Bespoke Extracts, Inc., at 323 Sunny Isles Boulevard, Suite 700, Sunny Isles, FL 33160.
(c) Ms.
Noel is the president and chief executive officer of the Issuer and also serves as chief operating officer of Hash Labs Inc. Ms.
Noel also anticipates becoming a director of the Issuer, upon the Issuer’s meeting its information obligations under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
(d) Ms.
Noel has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Ms.
Noel has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to
such laws.
(f) Ms.
Noel is a citizen of the United States.
Item 3. Source and Amount of Funds or
Other Consideration.
On
October 30, 2018, Ms. Noel was issued warrants to purchase 20,000,000 shares of common stock of the Issuer with an exercise price
of $0.0001 pursuant to her employment agreement. Ms. Noel has exercised the warrants and paid the aggregate exercise price of $2,000
from her personal funds, and has been issued the 20,000,000 shares.
Item 4. Purpose of Transaction.
All of the Issuer’s securities owned
by the Reporting Person have been acquired for investment purposes only. As set forth above, the Reporting Person is the president
and chief executive officer of the Issuer and anticipates becoming director of the Issuer effective upon the Issuer meeting its
information obligations under the Exchange Act. Except as set forth herein, the Reporting Person has no present plans or proposals
that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule
13D. The Reporting Person may, at any time, review or reconsider her positions with respect to the Issuer and formulate
plans or proposals with respect to any of such matters, but has no present intention of doing so. The Reporting Person has and
may, and by nature of her affiliation may be deemed to have and may, in the capacity of an officer and director of the Issuer, from
time to time review and have reviewed acquisition opportunities and opportunities for the Issuer to undertake fundamental changes
in the business conducted or manner of undertaking the current business. The Reporting Person may, at any time, review or reconsider
her positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but except as described
herein, she has no present intention of doing so.
Item 5. Interest in Securities of the
Issuer.
Ms. Noel beneficially owns 20,000,000 shares of the Issuer’s
common stock, which constitutes approximately 41.6% of the 48,103,907 shares of common stock outstanding as of November
7, 2018.
Ms. Noel has sole voting and dispositive power over 20,000,000
shares of the Issuer’s common stock.
Ms. Noel has shared voting and dispositive power over 0 shares
of the Issuer’s common stock.
On October 30, 2018, Ms. Noel was issued
warrants to purchase 20,000,000 shares of the Issuer’s common stock, with an exercise price of $0.0001 per share, pursuant
to her employment agreement. Ms. Noel has exercised the warrants and has been issued the 20,000,000 shares. The shares will be
required to be returned to the Issuer as follows:
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Ms. Noel will return 80% of the shares to the Issuer if she is not serving as chief executive officer
of the Issuer pursuant to her employment agreement as of October 30, 2019 (the first anniversary of the employment agreement);
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Ms. Noel will return 60% of the shares to the Issuer if she is not serving as chief executive officer
of the Issuer pursuant to her employment agreement as of October 30, 2020 (the second anniversary of the employment agreement);
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Ms. Noel will return 40% of the shares to the Issuer if she is not serving as chief executive officer
of the Issuer pursuant to her employment agreement as of October 30, 2021 (the third anniversary of the employment agreement);
and
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Ms. Noel will return 20% of the shares to the Issuer if she is not serving as chief executive officer
of the Issuer pursuant to her employment agreement as of October 30, 2022 (the fourth anniversary of the employment agreement).
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Other than as reported in this Schedule
13D, the Reporting Person has effected no transactions in the shares of the Issuer during the past 60 days.
No persons other than the Reporting Person
has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported
above in this Item 5.
Other than as set forth above, Ms. Noel
is not the beneficial owner of any other shares of the Issuer’s common stock.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
Other than as described herein, there are
no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person
with respect to the shares.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate.
November 8, 2018
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/s/ Niquana
Noel
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Niquana Noel
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