UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


[X]

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

For the quarterly period ended April 30, 2015

 

 

[  ]

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

For the transition period from __________ to__________

 

 

 

Commission File Number: 000-55008


Bespoke Tricycles, Inc.

(Exact name of registrant as specified in its charter)


Nevada

47-4180540

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

 

4045 Sheridan Avenue, Suite 414

Miami, Florida 33140

(Address of principal executive offices)

 

305-370-0482

(Registrant’s telephone number)

 

_______________________________________________________

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

[X] Yes   [  ] No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  [  ] Yes   [X] No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


[  ] Large accelerated filer

[  ] Accelerated filer

[  ] Non-accelerated filer

[X] Smaller reporting company


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

[  ] Yes   [X] No


State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 8,540,000 as of June 15, 2015






[BPSR10Q_043015APG002.GIF]

 

TABLE OF CONTENTS

 

 

Page

 

PART I – FINANCIAL INFORMATION

 

Item 1:

Financial Statements

1

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2

Item 3:

Quantitative and Qualitative Disclosures About Market Risk

6

Item 4:

Controls and Procedures

7

 

PART II – OTHER INFORMATION

 

Item 1:

Legal Proceedings

8

Item 1A:

Risk Factors

8

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

8

Item 3:

Defaults Upon Senior Securities

8

Item 4:

Mine Safety Disclosures

8

Item 5:

Other Information

8

Item 6:

Exhibits

8






PART I - FINANCIAL INFORMATION


Item 1. Financial Statements


Our condensed consolidated financial statements included in this Form 10-Q are as follows:

 

F-1

Condensed Consolidated Balance Sheets as of April 30, 2015 and October 31, 2014 (unaudited)

F-2

Condensed Consolidated Statements of Operations for the three and six months ended April 30, 2015 and 2014 (unaudited)

F-3

Condensed Consolidated Statements of Cash Flows for the six months ended April 30, 2015 and 2014 (unaudited)

F-4

Condensed Consolidated Statements of Other Comprehensive Loss for the three months ended April 30, 2015 and 2014 (unaudited)

F-5

Notes to Condensed Consolidated Financial Statements



These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended April 30, 2015 are not necessarily indicative of the results that can be expected for the full year.



1




Bespoke Tricycles Inc.

Condensed Consolidated Balance Sheets

As of April 30,2015 and October 31,2014

 (Unaudited)

 

 

 

 

 

 

 

April 30

 

October 31,

ASSETS

 

2015

 

2014

Current Assets

 

 

 

 

Cash

$

8,824 

$

244 

Inventories

 

6,545 

 

10,693 

 

 

 

 

 

TOTAL ASSETS

$

15,369 

$

10,937 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

Liabilities

 

 

 

 

Current Liabilities

 

 

 

 

Accounts payable

$

12,003 

$

1,931 

Accrued expenses

 

12,361 

 

14,455 

Advances from Director

 

41,908 

 

46,812 

 

 

 

 

 

Total Liabilities

 

66,272 

 

63,198 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders' Equity (Deficit)

 

 

 

 

Preferred stock, $0.001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding as of April 30, 2015 and October 31, 2014, respectively

 

 

Common stock, $0.001 par value, 90,000,000 shares authorized; 8,440,000 and 8,340,000 shares issued and outstanding as of April 30, 2015 and October 31, 2014, respectively

 

8,440 

 

8,340 

Additional paid-in capital

 

83,560 

 

58,660 

Other comprehensive loss

 

4,653 

 

2,795 

Accumulated deficit

 

(147,556)

 

(122,056)

Total Stockholders' Equity (Deficit)

 

(50,903)

 

(52,261)

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$

15,369 

$

10,937 

 

 

 

 

 

See accompanying notes to the unaudited consolidated financial statements




F-1




Bespoke Tricycles Inc.

Condensed Consolidated Statements of Operations

For the Three and Six Months Ended April 30,2015 and April 30,2014 (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

April 30,

 

April 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

Revenues

$

19,599 

$

17,938 

$

24,459 

$

23,191 

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

9,429 

 

7,742 

 

11,840 

 

11,470 

 

 

 

 

 

 

 

 

 

Gross Profit

 

10,170 

 

10,196 

 

12,619 

 

11,721 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

General and administrative expenses

 

6,194 

 

5,609 

 

11,402 

 

20,420 

Professional Fees

 

16,930 

 

10,586 

 

26,717 

 

32,357 

Total Operating Expenses

 

23,124 

 

16,195 

 

38,119 

 

52,777 

 

 

 

 

 

 

 

 

 

Loss before Provision for Income Taxes

 

(12,954)

 

(5,999)

 

(25,500)

 

(41,056)

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

$

(12,954)

$

(5,999)

$

(25,500)

$

(41,056)

 

 

 

 

 

 

 

 

 

Net Income (Loss per Share: Basic and Diluted

$

(0.0015)

$

(0.0007)

$

(0.0030)

$

(0.0049)

 

 

 

 

 

 

 

 

 

Weighted Average Number of Shares Outstanding: Basic and Diluted

 

8,397,300 

 

8,340,000 

 

8,368,180 

 

8,340,000 

 

 

 

 

 

 

 

 

 

See accompanying notes to the unaudited consolidated financial statements




F-2





Bespoke Tricycles Inc.

Condensed Consolidated Statements of Other Comprehensive Loss

For the Six Months Ended April 30, 2015 and 2014 (Unaudited)

 

 

 

 

 

 

 

Six Months Ended

 

 

April 30,

 

 

2015

 

2014

 

 

 

 

 

Net Income (Loss)

$

(25,500)

$

(41,056)

 

 

 

 

 

Foreign Currency Translation

 

 

 

 

  Change in cumulative translation adjustment

 

1,858 

 

(739)

  Income tax benefit (expense)

 

 

 

 

 

 

 

Total Other Comprehensive Loss

$

4,653 

$

(739)

 

 

 

 

 

See accompanying notes to the unaudited consolidated financial statements



F-3




Bespoke Tricycles Inc.

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended April 30,2015 and 2014 (Unaudited)

 

 

 

 

 

 

 

April 30

 

April 30

 

 

2015

 

2014

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

Net loss for the year

$

(25,500)

$

(41,056)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

(Increase)Decrease in inventories

 

4,148 

 

3,660 

(Increase)Decrease in accounts payable

 

10,072 

 

(5,565)

Increase(Decrease) in accrued expenses

 

(2,094)

 

7,589 

Net cash used in operating activities

 

(13,374)

 

(35,372)

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

Advances from Director, net

 

(4,904)

 

30,134 

Proceeds from sale of common stock

 

25,000 

 

Net cash provided by financing activities

 

20,096 

 

30,134 

 

 

 

 

 

Effect of exchange rate changes on cash

 

1,858 

 

(739)

 

 

 

 

 

Increase (decrease) in cash during the year

 

8,580 

 

(5,977)

 

 

 

 

 

Cash at beginning of period

 

244 

 

15,948 

 

 

 

 

 

Cash at end of year

$

8,824 

$

9,971 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

Cash paid for taxes

$

$

Cash paid for interest

$

$

 

 

 

 

 

See accompanying notes to the unaudited consolidated financial statements



F-4



BESPOKE TRICYCLES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015



NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS


Bespoke Tricycles Inc. was incorporated on August 8, 2011 in the State of Nevada for the purpose of designing, manufacturing, and selling vending tricycles for commercial customers.  We operate through our wholly-owned subsidiary, Bespoke Tricycles, Ltd., a company organized under the Laws of England and Wales. On August 9, 2011 Bespoke Tricycles Inc. purchased all of the issued and outstanding shares of Bespoke Tricycles, Ltd. from our current officer and director, John Goodhew, in exchange for 5,000,000 shares of our common stock.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Accounting Basis


The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted an October 31 fiscal year end.


Basis of Presentation


The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.


Reclassifications


Certain prior year amounts have been reclassified to conform with the current presentation.


Principles of Consolidation


The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. Significant intercompany accounts and transactions have been eliminated.


Fair Value of Financial Instruments


The Company's financial instruments consist of cash and cash equivalents, inventories, and accounts payable. The carrying amounts of these financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.


Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.  


Concentrations of Credit Risk


The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and



F-5



liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.


Inventories


Inventories consist of tricycles and related parts, and are stated at lower of cost or market. Cost is determined on a weighted average method.


Revenue Recognition


The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured.


Income Taxes


Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of April 30,2015, there have been no interest or penalties incurred on income taxes.


Basic Income (Loss) Per Share


Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of April 30, 2015.


Dividends


The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.


Stock-Based Compensation


The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. There has been no stock-based compensation issued to employees.


The Company follows ASC Topic 505-50, formerly EITF 96-18, “ Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services ,” for stock options and warrants issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined.  There has been no stock-based compensation issued to non-employees.




F-6



Foreign Currency Translation


The Company is based in England although it is incorporated in Nevada. The functional currency of the Company is British pounds and is translated to U.S. dollars using the exchange rate effective for the date reported for assets and liabilities and the average exchange rate for the period reported for revenues and expenses.


Other Comprehensive Income (Loss)


Comprehensive income (loss) consists of net income (loss) and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net income (loss), including foreign currency translation adjustments, gains and losses related to certain derivative contracts, and gains or losses, prior service costs or credits, and transition assets or obligations associated with pension or other postretirement benefits that have not been recognized as components of net periodic benefit cost.


Recent Accounting Pronouncements


The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.


NOTE 3 – INVENTORIES


Inventories totaling $6,545 and $10.693 were composed of tricycles and related component parts at April 30, 2015 and October 31, 2014, respectively.


NOTE 4 – RELATED PARTY TRANSACTIONS


During the six months ended April 30, 2015 and year ended October 31, 2014, an officer of the company paid for storage and other inventory items on behalf of the company and was reimbursed.


The CEO of the company advanced the company $50,863 on a short term basis.


NOTE 5 – ACCOUNTS PAYABLE


Accounts payable and accrued liabilities consisted of $5,050 and $4,250 due to the Company’s outside independent auditors for services related to the periods reported on in these financial statements ended April 30, 2015 and October 31, 2014 respectively. Accounts Payable and accrued liabilities additionally included $2,525 due to the Company’s attorneys for 2015. Remaining Accounts Payable and accrued liabilities included $16,789 of professional fees related to accounting, filing fees, transfer agent fees and accrued officer salary during the six months ended April 30, 2015.


NOTE 6 – CAPITAL STOCK


The Company was incorporated on August 9, 2011 in Nevada with authorized capital of 90,000,000 shares of $0.001 par value common stock and 10,000,000 shares of $0.001 par value preferred stock.  


On August 9, 2011, the Company purchased all of the issued and outstanding shares of Bespoke Tricycles, Ltd. from our current officer and director, John Goodhew, in exchange for 5,000,000 shares of our common stock.


On September 2, 2011, the Company issued 2,500,000 shares of common stock to the founder for cash proceeds of $25,000.


There were no shares of common stock issued during the year ended October 31, 2012.


During the fiscal year October 31, 2013, 840,000 shares of common were issued for $42,000.





F-7



There were 8,340,000 and 8,340,000 shares of common stock issued and outstanding at October 31, 2014 and 2013 respectively.


On February 28, 2015, the company issued 100,000 shares of common stock to an investor for $25,000 cash proceeds.


There were no shares of preferred stock issued and outstanding at April 30, 2015 and October 31, 2014.


NOTE 7 – COMMITMENTS AND CONTINGENCIES


The Company neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement However, during the three and six months ended April 30, 2015, value of the rent was accrued as the value of  inventory storage became material to the financial statements. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.


NOTE 8 – LIQUIDITY AND GOING CONCERN


The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company had limited revenues as of April 30, 2015. The Company currently has negative working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.  


Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.


NOTE 9 – SUBSEQUENT EVENTS


In accordance with ASC 855-10, the Company has analyzed its operations subsequent to April 30, 2015 to the date these financial statements were issued, and found an issuance through private placement of 100,000 shares of common restricted stock was issued May 28, 2015 for $25,000 to be significant to be reported in these financial statements.



F-8



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


Forward-Looking Statements


Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.


Company Overview


We were incorporated as Bespoke Tricycles Inc. on August 8, 2011 in the State of Nevada for the purpose of designing, manufacturing, and selling vending tricycles for commercial customers. We operate through our wholly-owned subsidiary, Bespoke Tricycles, Ltd., a company organized under the Laws of England and Wales. On August 10, 2011, we purchased all of the issued and outstanding shares of Bespoke Tricycles, Ltd. from our current officer and director, John Goodhew, in exchange for 5,000,000 shares of our common stock.


Our operating subsidiary has been manufacturing vending tricycles for over 3 years. We have fabricated and sold approximately 250 units to date. The majority of sales have been through third party e-commerce sites such as EBay, Gumtree and Amazon. Limited funding has restricted our supply levels to date.


We have acquired a patent in the United Kingdom for ‘a collapsible front loading vending tricycle’ (Intellectual Property Office patent number GB1002964.3). Because of the unique design of our collapsible tricycles, we benefit from reduced packaging and shipping costs, enabling us to access a global market. We believe our ability to ship our products internationally with relative low cost is one of our competitive advantages.


Our overall aim is to manufacture a professional vending tricycle that is ideal for small startup businesses to trade from and for larger companies for marketing or promotional reasons. Our goal is to provide customers with quality tricycles that will help them turn a healthy profit in a time where other career paths are restricted and more people are looking to set up their own businesses.


Our Plan for the Next 12 Months


The following is a list of business goals and milestones we wish to accomplish within the next three years.


§

Secure additional funding to increase production


§

Purchase machinery, equipment and supplies to increase and bring production in-house to manage costs effectively


§

Hire skilled employees to complete our team


§

Improve and expand the product range and online shop for business


§

Successfully penetrate targeted markets


§

Secure contracts to achieve projected sales goals




2



§

Establish a solid reputation as a manufacturing leader


While we have experienced sales we would like to secure additional funding to enable us to increase the scale of our production. This is our primary focus. We are on the way to establishing our brand and company both in the United Kingdom and internationally. This is evidenced by the quality of customers we have, the referrals we are seeing and the lack of returns and customer complaints. We intend to continue to develop and manufacture quality products to ensure our brand become synonymous with quality.


While the efficiency of our assembly production and small lead times means we can produce new tricycles quickly should we secure sufficient funding we intend to lease a suitable storage/workshop space in south London. This would allow us to bring some of the production in house rather than out sourcing. There are many suitable spaces available from disused railway arches that can be leased from Transport for London website to private units leased by individuals. The approximate cost of a suitable unit is between $8,000 and $10,000 per year. We will continue to monitor demand, sales, lead times and assess if leasing is economically viable throughout 2015.


With regards to new machinery, we have historically identified various machines that would increase production capacity. However as we currently outsource the majority of our production we do not currently require additional machinery. However should we secure additional funding we would use approximately $30,000 for facility upgrades, materials and inventories. These facility upgrades and inventory expenditures will be purchased immediately upon receipt of funding.


We currently subcontract the majority of the manufacturing process. Depending on the level of proceeds received we would like to bring these processes in house. This would require hiring suitably skilled welders, spray painters, tooling experts and a metalsmith. We will use specialized engineering recruitment consultants to find such skilled individuals and will provide suitable training where necessary. We estimate a part-time individuals meeting our requirements will cost approximately $50,000 per annum and full time individuals would cost approximately $100,000. Should we raise sufficient funding we would start recruiting immediately. Alternatively we could continue to outsource the manufacturing process until such a time those full time employees are financially viable. We would expect this to be within the next 12-24 months though organic growth should we not receive sufficient funding to recruit. Required training will be funded through revenues or proceeds of securities sold and employees will be sent on formal training courses offered by suitable industry trainers. Should we not receive the required proceeds the company will continue to use current skilled suppliers to complete the production of the bikes.


We have seen an increased amount of sales through our corporate website and we intend to continue to increase our online marketing and web presence. We currently utilize Google Adwords to advertise our products. We have worked with a specialist search engine optimization and marketing expert to help penetrate new market opportunities in the US, UK and other countries. We intend to focus this effort in the future to increase international sales. We estimate initially this will cost $3,000. We intend to develop online global campaigns using Google ad words which allows you to target potential customers by topic, location and language. Google Adwords allows you to choose where your ad appears, on which specific websites and in which geographical areas (states, towns, or even neighborhoods), allowing for targeted marketing. Words which we will use for the search will include ‘tricycles’, ‘ice cream tricycles’, ‘concession carts’, ‘vending carts’, ‘hot dog carts’ and other similar concepts that are popular in different countries/languages. We do not believe that a formal advertising campaign in newspapers and magazines to promote our products is as cost effective as the aforementioned routes so will not pursue this type of advertising.


We have seen exceptional results from Google Adwords in the UK and intend to develop some basic advertising campaigns to specifically target the USA and Europe. The size and length of this campaign will depend on available funding.


We continue to aim to soften the seasonal sway in sales by developing additional ‘boxes’ that can be bought from our website that allow a range of pre-established products to be sold from the tricycles. This flexibility will allow customers as well as Bespoke Tricycle Inc to stay atop trends or changes in desires from customers. We now sell 3 different models and now offer a cargo trailer which has been designed in house. We recently completed the development of a hot dog tricycle. The tricycle includes a circular kettle barbecue, granite chopping board, cold storage bin and sleek serving platform.




3




We intend to explore further diversification in 2015 as we continue to experiment with different cargo carrying cycle ideas. A proportion of any additional funding would be allocated on developing a wider product range as well as testing these products the market. During the winter of 2014 we started manufacturing table legs and made sales of some 60 units. We are continuing to develop new products to ease this seasonal sway.


We intend to continue selling tricycles to our main UK audience as well as develop a more US, European customer base and thereafter the ‘rest of the world’. One factor that might make take away our competitive advantage in such a global market will be shipping costs. We may therefore investigate outsourcing manufacturing of the tricycles while protecting our patent globally. Through design research and development we hope to increase our range and therefore target market by modifying the current design to facilitate modified tricycles to a wider market.


Our available funds combined with revenues will not fund our activities for the next twelve months. As of April 30, 2015, our current cash on hand is $ 8,824 with inventories of $6,545. Our current monthly burn rate is approximately $1,265 per month. Based on our current burn rate, we will run out of funds soon without additional capital and assuming revenues based on past performance during that period. If we fail to raise sufficient funds in this offering, investors may lose their entire cash investment.


Results of Operations for the three and six months ended April 30, 2015 and 2014


Revenues


Our total revenue reported for the three months ended April 30, 2015 was $19,599, an increase from $17,938 for the three months ended April 30, 2014. Our total revenue reported for the six months ended April 30, 2015 was $24,459, an increase from $23,191 for the six months ended April 30, 2014.


The increase in revenues for the three and six months ended April 30, 2015 from the prior periods is a result of a increase in production and selling activity primarily caused from cash flow available for marketing efforts and the purchase of materials for the new Hot Dog Bikes. We expect revenues to increase for the fiscal year ended October 31, 2015 as a result of increased sales resulting from improved marketing, increased production and higher quality production.


Cost of Goods Sold


Our cost of goods sold for the three months ended April 30, 2015 increased to $ 9,429 from the prior year period when cost of goods sold was $7,742. Our cost of goods sold for the six months ended April 30, 2015 increased to $11,840 from the prior year period when cost of goods sold was $ 11,470 and was primarily due to increased production and use of inventory during the 2015 fiscal period.


Gross Profit


Gross profit for the three months ended April 30, 2015 was $10,170 or approximately 52% of sales. Gross profit for the three months ended April 30, 2014 was $10,196 or approximately 57%. Our gross profit for the six months ended April 30, 2015 was $12,619 or 52% of sales compared to $11,721 or 51% of sales for the six months ended April 30, 2014.


Operating Expenses


Operating expenses increased to $23,124 for the three months ended April 30, 2015 from $16,195 for the three months ended April 30, 2014. Our operating expenses for the three months ended April 30, 2015 consisted of professional fees in the amount of $16,930 and general and administrative expenses of $6,194. In comparison, our operating expenses for the three months ended April 30, 2014 consisted of professional fees in the amount of $10,586 and general and administrative expenses of $5,609.


Operating expenses decreased to $38,119 for the six months ended April 30, 2015 from $52,777 for the six months ended April 30, 2014. Our operating expenses for the six months ended April 30, 2015 consisted of professional fees



4



in the amount of $26,717 and general and administrative expenses of $11,402. In comparison, our operating expenses for the six months ended April 30, 2014 consisted of professional fees in the amount of $32,357 and general and administrative expenses of $20,420.


We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to the continued development of our products and the professional fees associated with our becoming a reporting company under the Securities Exchange Act of 1934.


Net Loss


Net loss for the three months ended April 30, 2015 was $12,594 compared to net loss of $5,999 for the three months ended April 30, 2014. This is primarily due to OTC market fees included in professional fees.


Net loss for the six months ended April 30, 2015 was $25,500 compared to net loss of $41,056 for the six months ended April 30, 2014. This is primarily due to OTC market fees included in professional fees.


Liquidity and Capital Resources


As of April 30, 2015, we had total current assets of $15,369, consisting of cash and inventories. We had current liabilities of $66,272 as of April 30, 2015. Accordingly, we had negative working capital of $50,903 as of April 30, 2015.


Operating activities used $13,374 in cash for the six months ended April 30, 2015, as compared with $35,372 used for the six months ended April 30, 2014. Our negative operating cash flow for April 30, 2015 was mainly a result of funding our loss for the period offset by a decrease in inventories and accounts payable for that period.


Financing activities provided $20,096 in cash for the six months ended April 30, 2015, as compared with $30,134 provided for the six months ended April 30, 2014. Our negative operating cash flow for April 30, 2015 was mainly a result of our use of inventory stores offset by an increase in accrued liabilities and accounts payable for that period.


As of April 30, 2015, we had $8,824 in cash. Until we are able to sustain our ongoing operations through sales revenue, we intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.


Going Concern


We have limited revenues as of April 30, 2015. We currently have negative working capital, and have not completed our efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.


Management anticipates that we will be dependent, for the near future, on additional investment capital to fund operating expenses. We intend to position the company so that we may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that we will be successful in this or any of our endeavors or become financially viable and continue as a going concern.


Critical Accounting Policies


In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.





5



Recently Issued Accounting Pronouncements


We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.


Off Balance Sheet Arrangements


As of April 30, 2015, there were no off balance sheet arrangements.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


A smaller reporting company is not required to provide the information required by this Item.




6




Item 4.  Controls and Procedures


Disclosure Controls and Procedures


We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of April 30, 2015.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of April 30, 2015, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.


A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of April 30, 2015, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.


Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting


Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting.  During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending October 31, 2015: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.


We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees.  


Changes in Internal Control over Financial Reporting


There were no changes in our internal control over financial reporting during the six months ended April 30, 2015 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.




7




PART II – OTHER INFORMATION


Item 1. Legal Proceedings


We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.


Item 1A:Risk Factors


A smaller reporting company is not required to provide the information required by this Item.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


On May 26, 2015, we closed a private placement of 100,000 common shares at $0.25 per share for a total offering price of $25,000. The common shares were offered by us pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by one non-U.S. person.


Item 3. Defaults upon Senior Securities


None


Item 4. Mine Safety Disclosures


N/A


Item 5. Other Information


None


Item 6. Exhibits


Exhibit Number

Description of Exhibit

 

31.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101**

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2014 formatted in Extensible Business Reporting Language (XBRL).

 

 

**Provided herewith



8







SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 

Bespoke Tricycles, Inc.

 

Date:

June 15, 2015

 

By:

/s/ Al Mitrani

 

Al Mitrani

Title:

President, Chief Executive Officer, Chief Financial Officer and Director




9



Exhibit 31.1


CERTIFICATIONS


I, Al Mitrani , certify that:


1.

I have reviewed this Quarterly Report on Form 10-Q of Bespoke Tricycles Inc. (the "registrant");

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated:  June 15, 2015

By:  

/s/ Al Mitrani

 

 

Al Mitrani

 

 

President, Chief Executive Officer, Chief Financial Officer

(Principal Executive and Financial Officer)






Exhibit 31.2


CERTIFICATIONS


I, Al Mitrani , certify that:


1.

I have reviewed this Quarterly Report on Form 10-Q of Bespoke Tricycles Inc. (the “registrant”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated:  June 15, 2015

By: 

/s/ Al Mitrani

 

 

Al Mitrani

 

 

President, Chief Executive Officer, Chief Financial Officer

(Principal Executive and Financial Officer)





Exhibit 32.1


CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report on Form 10-Q of Bespoke Tricycles Inc. (the “Company”) for the quarter ended April 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Al Mitrani, Chief Executive Officer and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:


(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated:  June 15, 2015

By: 

/s/ Al Mitrani

 

 

Al Mitrani

 

 

President, Chief Executive Officer, Chief Financial Officer

(Principal Executive and Financial Officer)


This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.