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1
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NAME OF
REPORTING PERSONS
Michael
Feinsod
Infinity
Management, LLC
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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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WC
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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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Michael
Feinsod: 50,000,000 (1)
Infinity
Management, LLC: 50,000,000 (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
OWNED BY
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Michael
Feinsod: 0
Infinity
Management, LLC: 0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
WITH
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Michael
Feinsod: 50,000,000 (1)
Infinity
Management, LLC: 50,000,000 (1)
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10
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SHARED DISPOSITIVE POWER
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Michael
Feinsod: 0
Infinity
Management, LLC: 0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
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Michael
Feinsod: 50,000,000 (1)
Infinity
Management, LLC: 50,000,000 (1)
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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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20.1% *
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14
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TYPE OF REPORTING PERSON
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IN
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(1)
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Represents
shares held by Infinity Management, LLC (“Infinity”). Mr. Feinsod is the managing member of Infinity and has voting and investment
power over the securities of Bespoke Extracts, Inc. held by Infinity. Infinity also holds 1 share of Series C Preferred Stock of the
Issuer, which provides the holder with 51% of the voting power of the Issuer’s stockholders.
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*
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Based
on 248,889,621 shares of common stock outstanding as of November 29, 2021. 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.
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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.
This
statement is being filed by Michael Feinsod and Infinity Management, LLC (“Infinity”).
Mr.
Feinsod is a natural person with a business address of 200 South Service Road, Suite 207, Roslyn, NY 11577.
Infinity
is a Delaware limited liability company, with a business address of 200 South Service Road, Suite 207, Roslyn, NY 11577. Its principal
business is investment management.
Mr.
Feinsod’s present principal occupation is as chief executive officer and executive chairman of the Issuer, and managing member
of Infinity Capital, LLC.
During
the last five years, neither Mr. Feinsod nor Infinity has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During
the last five years, neither Mr. Feinsod nor Infinity has been a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Mr. Feinsod or Infinity 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 of any violation
with respect to such laws.
Mr.
Feinsod is a United States citizen.
Item
3. Source and Amount of Funds or Other Consideration.
Pursuant
to a stock purchase agreement, dated October 28, 2021, among Infinity, the Issuer, and Danil Pollack, on November 19, 2021, Infinity
closed the purchase of 50,000,000 shares of common stock and 1 share of Series C Preferred Stock of the Issuer from Danil Pollack, for
a purchase price of $40,000. Infinity also agreed to pay $4,792.29 to cover payment of the amounts due to certain creditors of the Company,
as set forth in the stock purchase agreement. The source of the funds used by Infinity was working capital, and no amount of the consideration
used by Infinity was obtained by borrowing.
Item
4. Purpose of Transaction.
Mr.
Feinsod and Infinity entered into the above-described transaction to effect a change in control of the Issuer. In connection with the
closing of the transaction, Mr. Pollack resigned from all positions with the Issuer, including chief executive officer and director,
Mr. Feinsod was appointed chief executive officer and executive chairman of the Issuer, and Hunter Garth was appointed chief strategy
officer and director of the Issuer.
In
his capacity as executive chairman, chief executive officer and a member of the Company’s Board of Directors, Mr. Feinsod is actively
involved in the management and operations of the Issuer and is, and will continue to be, involved in deliberations and decisions regarding
various issues affecting the Issuer, which could include, from time to time, matters set forth in subsections (b) through (j) of Item
4 to Schedule 13D.
Item
5. Interest in Securities of the Issuer.
Mr.
Feinsod beneficially owns 50,000,000 shares of common stock of the Issuer, which represents 20.1% of the Issuer’s common stock
based on 248,889,621 shares of common stock issued and outstanding as of November 29, 2021. Mr. Feinsod also beneficially owns the
Issuer’s 1 outstanding share of Series C Preferred Stock. Such 50,000,000 shares of common stock and 1 share of Series C Preferred
Stock are held by Infinity. Mr. Feinsod is the managing member of Infinity and has the sole power to vote or direct the vote, and to
dispose or direct the disposition of such shares.
Except
as set out above, neither Mr. Feinsod nor Infinity has effected any other transaction in any securities of the Issuer in the past sixty
days.
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 Mr. Feinsod
or Infinity 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
29, 2021
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Infinity
Management, LLC
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By:
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/s/
Michael Feinsod
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Title:
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Managing Member
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/s/
Michael Feinsod
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4
