Dogecoin Cash, Inc 10-Q for FY2024 Q2
Dogecoin Cash, Inc. (DOGP)
About this 10-Q
Dogecoin Cash, Inc filed this 10-Q on August 14, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).
Headline figures
Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $234.39K
- down 27.5% from $323.2K a year earlier
- Net loss
- $390.78K
- compared with a net loss of $316.34K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM
___________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the quarterly period ended: |
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or | |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the transition period from: _____________ to _____________ |
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(State or Other Jurisdiction |
| (I.R.S. Employer |
of Incorporation) |
| Identification No.) |
(Address of Principal Executive Office) (Zip Code)
(
(Registrant’s telephone number, including area code)
N/A
(Former name, former address, and former fiscal year, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered. |
None |
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1
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. ☒
Indicate by check mark whether the registrant has submitted electronically 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). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
Emerging growth company |
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If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The number of shares of the issuer’s Common Stock outstanding as of August 13, 2024, is
2
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
Attached after signature page.
Item 1C. Cybersecurity
We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. We currently have security measures in place to protect our clients, customers, employees, and vendor information and prevent data loss and other security breaches. We only use third party software for accounting, billing and payroll that has robust compliance and is actively involved in continuous assessment of risks from cybersecurity threats, including prevention, mitigation, detection, and remediation of cybersecurity incidents.
Our CEO is responsible for overseeing our business operations and is responsible for day-to-day assessment and confers weekly with subsidiary webmaster to understand any risks from cybersecurity threats, including the prevention, mitigation, detection, and remediation of cybersecurity incidents.
As our core operations are virtual, it is routine to undertake activities to prevent, detect, and minimize the effects of cybersecurity incidents, maintain business continuity, contingency, and have recovery plans for use in the event of a cybersecurity incident by the administering of local and cloud based back up of files and emails. We currently do not carry a cyber liability insurance policy but are evaluating whether to acquire one to mitigate any financial impact of a cybersecurity breach.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Certain statements in this Report constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Factors that might cause such a difference include, among others, uncertainties relating to general economic and business conditions; industry trends; changes in demand for our products and services; uncertainties relating to customer plans and commitments and the timing of orders received from customers; announcements or changes in our pricing policies or that of our competitors; unanticipated delays in the development, market acceptance or installation of our products and services; changes in government regulations; availability of management and other key personnel; availability, terms, and deployment of capital; relationships with third-party equipment suppliers; and worldwide political stability and economic growth. The words “believe,” “expect,” “anticipate,” “intend” and “plan” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.
3
Results of Operations
Three Months Ended June 30, 2024, compared with the Three Months Ended June 30, 2023
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| Three Months Ended |
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| June 30, |
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| Change |
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2024 | 2023 | |||||||||||||||
REVENUE |
| $ | 234,391 |
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| $ | 323,197 |
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| $ | (88,806) |
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| (27) | % |
Cost of revenues |
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| 84,102 |
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| 120,608 |
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| (36,506) |
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| (30) | % |
Cost of sales % of total sales |
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| 36 | % |
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| 37 | % |
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| (1) | % |
Gross profit |
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| 150,289 |
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| 202,589 |
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| (52,300) |
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| (26) | % |
Gross profit % of sales |
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| 64 | % |
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| 63 | % |
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EXPENSES |
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Professional fees |
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| 91,597 |
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| 108,757 |
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| (17,160) |
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| (16) | % |
Depreciation and amortization |
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| 302 |
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| 37,990 |
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| (37,688) |
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| (99) | % |
Wages and salaries |
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| 97,009 |
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| 209,690 |
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| (112,681) |
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| (54) | % |
Advertising |
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| 6,052 |
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| 4,630 |
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| 1,422 |
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| 31 | % |
General and administrative |
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| 153,274 |
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| 146,339 |
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| 6,935 |
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| 5 | % |
Total expenses |
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| 348,234 |
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| 507,406 |
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| (159,172) |
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| (31) | % |
NET LOSS FROM CONTINUING OPERATIONS |
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| (197,945) |
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| (304,817) |
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| 106,872 |
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| (35) | % |
Revenue for the three months ended June 30, 2024, decreased 27% compared to the three months ended June 30, 2023. Cost of revenues as a percentage of sales decreased 30% between the periods. The decrease in revenues is primarily a result of the significant increase in competition for market share in the cannabis tele-medicine industry. This decrease in the demand for our service continued during the second quarter of 2024.
Total operating expenses decreased in June 30, 2024 compared with 2023 which trended down as did revenue in the current period. Decreases in professional fees, depreciation and amortization, wages and salaries expenses. Professional fees decreased with continuing efforts at cost reduction. PrestoDoctor management salaries also decreased in the three months ended June 30, 2024.
4
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| Six Months Ended |
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| June 30, |
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| Change % |
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2024 | 2023 | |||||||||||||||
REVENUE |
| $ | 459,522 |
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| $ | 668,565 |
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| $ | (209,043) |
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| (31) | % |
Cost of revenues |
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| 183,120 |
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| 226,009 |
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| (42,889) |
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| (19) | % |
Cost of sales % of total sales |
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| 40 | % |
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| 34 | % |
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| 6 | % | |
Gross profit |
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| 276,402 |
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| 442,556 |
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| (166,154) |
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| (38) | % |
Gross profit % of sales |
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| 60 | % |
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| 66 | % |
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EXPENSES |
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Professional fees |
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| 149,234 |
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| 161,898 |
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| (12,664) |
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| (8) | % |
Depreciation and amortization |
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| 2,727 |
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| 75,979 |
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| (73,252) |
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| (96) | % |
Wages and salaries |
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| 211,080 |
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| 324,793 |
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| (113,713) |
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| (35) | % |
Advertising |
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| 7,932 |
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| 7,476 |
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| 456 |
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| 6 | % |
General and administrative |
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| 278,165 |
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| 289,588 |
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| (11,423) |
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| (4) | % |
Total expenses |
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| 649,138 |
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| 859,734 |
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| (210,596) |
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| (25) | % |
NET LOSS FROM CONTINUING OPERATIONS |
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| (372,736) |
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| (417,178) |
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| 44,442 |
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| 11 | % |
Revenue for the six months ended June 30, 2024, decreased 31% compared to the six months ended June 30 2023. Cost of revenues as a percentage of sales increased 6% between the periods. The decrease in revenues is primarily a result of the significant increase in competition for market share in the cannabis tele-medicine industry. This decrease in the demand for our service continued during the second quarter of 2024.
Total operating expenses decreased in June 30, 2024 compared with 2023 which trended down as did revenue in the current period. Decreases in professional fees, depreciation and amortization, wages and salaries and general and administrative expenses. Professional fees decreased with continuing efforts at cost reduction. PrestoDoctor management salaries also decreased in the six months ended June 30, 2024.
Liquidity and Capital Resources
Cash used in operating activities was $62,809 in the six months ended June 30,2024. We ended the second quarter of 2024 with $61,193 in cash on hand.
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We incurred net losses of $613,344 and $816,437, respectively, for the six months ended June 30, 2024, and 2023 and had an accumulated deficit of $82,659,595 as of June 30, 2024. The Company may seek to raise money for working capital purposes through a public offering of its equity capital or through a private placement of equity capital or convertible debt. It will be important for the Company to be successful in its efforts to raise capital in this manner if it is going to be able to further its business plan in an aggressive manner. Raising capital in this manner will cause dilution to current shareholders.
5
The amount of cash on hand the Company has does not provide sufficient liquidity to meet the immediate needs of our current operations.
Off Balance Sheet Arrangements
None
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Conclusions of Management Regarding Effectiveness of Disclosure Controls and Procedures
At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective as it was determined that there were material weaknesses affecting our disclosure controls and procedures.
Management of the Company believes that these material weaknesses are due to the small size of the company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As the Company grows, management expects to increase the number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the quarter ended June 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We are not a party to any material legal proceedings, and, to the best of our knowledge, no such legal proceedings have been threatened against us.
Item 1A. Risk Factors
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None.
6
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
The following documents are included as exhibits to this report:
(a) Exhibits
Exhibit Number |
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| Notes |
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101.INS |
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| XBRL Instance Document |
| (2) |
101.SCH |
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| XBRL Taxonomy Extension Schema |
| (2) |
101.CAL |
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| XBRL Taxonomy Extension Calculation Linkbase |
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101.DEF |
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| XBRL Taxonomy Extension Definition Linkbase |
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101.LAB |
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| XBRL Taxonomy Extension Label Linkbase |
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101.PRE |
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| XBRL Taxonomy Extension Presentation Linkbase |
| (2) |
(1) Incorporated by reference to Exhibits 3.01 and 3.02 of the Company’s Registration Statement on Form 10 filed January 28, 2009.
(2) XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.
7
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.
Cannabis Sativa, Inc.
Date: August 13, 2024
By: | /s/ David Tobias |
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| David Tobias Principal Executive Officer Principal Financial Officer |
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8
CANNABIS SATIVA, INC. |
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Contents |
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FINANCIAL STATEMENTS - UNAUDITED – for the three and six months ended June 30, 2024 and 2023: | |||
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Condensed consolidated statements of changes in stockholders’ equity |
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FS - 1
CANNABIS SATIVA, INC. |
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CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED | |||
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ASSETS |
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Current Assets |
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Cash | $ |
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Investment in equity securities, at fair value |
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Right of use asset |
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Total Current Assets |
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Advances to related party |
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Total Assets | $ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current Liabilities |
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Accounts payable and accrued expenses | $ |
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Operating lease liability, current |
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Convertible notes payable |
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Notes payable to related parties |
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Total Current Liabilities |
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Long-term liabilities |
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Stock payable |
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Total Liabilities |
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Commitments and contingencies (Notes 6 and 8) |
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Stockholders' Equity |
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Total Cannabis Sativa, Inc. Stockholders' Deficit | ( |
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Non-Controlling Interest |
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Total Stockholders' Equity |
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Total Liabilities and Stockholders' Equity | $ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | |||
FS - 2
CANNABIS SATIVA, INC. |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED | |||||||||
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Revenues |
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Cost of Revenues |
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Gross Profit |
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Operating Expenses |
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Depreciation and amortization |
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Advertising |
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General and administrative |
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Total Operating Expenses |
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Loss from Operations |
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Other (Income) and Expenses |
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Unrealized (gain) loss on investment |
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Financial expense |
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Total Other (Income) Expenses, Net |
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Loss Before Income Taxes |
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Income Taxes |
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Net Loss for the Period |
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Income (loss) attributable to non-controlling interest - PrestoCorp |
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Net Loss for the Period Attributable To Cannabis Sativa, Inc. |
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Net Loss for the Period per Common Share: Basic & Diluted |
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Weighted Average Common Shares Outstanding: |
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Basic & Diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | |||||||||
FS - 3
CANNABIS SATIVA, INC. |
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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 | |||||||||||||||
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Balance - January 1, 2023 |
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Common stock issued - note payable conversion |
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Net loss for the period |
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Balance - March 31, 2023 |
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Net loss for the period |
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Balance - June 30, 2023 |
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Balance - January 1, 2024 |
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Net loss for the period |
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Balance - March 31, 2024 |
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Common stock issued - notes payable conversion |
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Common stock issued for services in accounts payable |
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Net loss for the period |
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Balance - June 30, 2024 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
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FS - 4
CANNABIS SATIVA, INC. |
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED | ||||||
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For the six months ended June 30, |
| 2024 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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| Net loss for the period |
| $( |
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| Adjustments to reconcile net loss for the period to net cash |
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| used in operating activities: |
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| Unrealized loss (gain) on investments |
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| Loss on debt settlement |
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| Loss on return of investment securities |
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| Stock issued for services |
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| Stock payable for services |
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| Note payable issued for services |
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| Changes in Assets and Liabilities: |
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| Change in fair value of convertible component in convertible loans |
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| Accounts payable and accrued expenses |
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| Accrued interest - related parties |
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| Net Cash Used in Operating Activities |
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| Cash Flows from Investing Activities: |
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| Advances to related party |
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Net Cash Used in Investing Activities |
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| Cash Flows from Financing Activities: |
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NET CHANGE IN CASH |
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CASH AT BEGINNING OF PERIOD |
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CASH AT END OF PERIOD |
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Supplemental Disclosures of Non Cash Activities: |
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Noncash investing and financing activities |
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Shares issued in consideration of convertible notes and interest payable – related parties |
| $ |
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| $ | |
Shares issued in consideration of convertible notes payable |
| $ |
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| $ | |
Convertible note issued for payable |
| $ |
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| $ | |
Common stock issued for services in accounts payable |
| $ |
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| $ | |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | ||||||
FS - 5
CANNABIS SATIVA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2024 and 2023
1. Organization and Summary of Significant Accounting Policies
Nature of Business:
Cannabis Sativa, Inc. (the “Company,” “us”, “we” or “our”) was incorporated as Ultra Sun Corp. under the laws of Nevada in November 2004. On November 13, 2013, we changed our name to Cannabis Sativa, Inc. We operate through several subsidiaries including:
·PrestoCorp, Inc. (“PrestoCorp”)
·Wild Earth Naturals, Inc. (“Wild Earth”)
·Kubby Patent and Licenses Limited Liability Company (“KPAL”)
·Hi Brands, International, Inc. (“Hi Brands”)
·Eden Holdings LLC (“Eden”).
PrestoCorp is a 51% owned subsidiary. Wild Earth, KPAL, Hi Brands, and Eden are wholly owned subsidiaries. At June 30, 2024 and December 31, 2023, PrestoCorp is the sole operating subsidiary.
Our primary operations for the six months ended June 30, 2024 were through PrestoCorp, which provides telemedicine online referral services for customers desiring medical marijuana cards in states where medical marijuana has been legalized. The Company is actively seeking new business opportunities for acquisition and is continually reviewing opportunities for product and brand development through our Wild Earth, Hi Brands, and KPAL subsidiaries.
Basis of Presentation
Operating results for the three and six months ended June 30, 2024, may not be indicative of the results expected for the full year ending December 31, 2024. For further information, refer to the financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
The interim financial statements should be read in conjunction with audited financial statements and related footnotes set forth in our annual report filed on Form 10-K for the year ended December 31, 2023, as filed with the United States Securities and Exchange Commission on May 14, 2024.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of June 30, 2024, and its results of operations, cash flows, and changes in stockholders’ equity for the three and six months ended June 30, 2024. The financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States (‘GAAP”) for complete financial statements.
Principles of Consolidation:
The condensed consolidated financial statements include the accounts of Cannabis Sativa, Inc. (the “Company” or “CBDS”), and its wholly-owned subsidiaries and PrestoCorp, a 51% owned subsidiary. All significant inter-company balances have been eliminated in consolidation.
Going Concern:
The Company has an accumulated deficit of $
FS - 6
CANNABIS SATIVA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2024 and 2023
Use of Estimates:
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions by management affect the allowance for doubtful accounts, the carrying value of long-lived assets (including goodwill and intangible assets), the provision for income taxes and related deferred tax accounts, certain accrued liabilities, revenue recognition, contingencies, and the value attributed to stock-based awards.
Net Loss per Share:
Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. Potentially dilutive shares are excluded from the calculation of diluted net loss per share because the effect is anti-dilutive. For the six months ended June 30, 2024 and December 31, 2023 the Company had -0- and 50,000 outstanding warrants, respectively, and -0- shares of convertible preferred stock, respectively, that would be dilutive to future periods net income if converted.
Reclassifications
Certain amounts in the prior year financial statements have been reclassified to conform with current year presentation. The reclassifications made to the prior year have no impact on net income or overall presentation of the financial statements.
Recent Accounting Pronouncement:
Accounting Standards Updates Adopted
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years and with early adoption permitted. Early adoption of this update had no impact on the Company’s consolidated financial statements.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.
FS - 7
CANNABIS SATIVA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2024 and 2023
2. Intangibles and Goodwill
The Company considers all intangibles to be definite-lived assets with lives of 5 to 10 years. Intangibles consisted of the following at June 30, 2024 and December 31, 2023:
June 30, 2024 |
| December 31, 2023 | |
CBDS.com website (Cannabis Sativa) | $ |
| $ |
Intellectual Property Rights (PrestoCorp) |
| ||
Patents and Trademarks (KPAL) |
| ||
Total Intangibles |
| ||
Less: Accumulated Amortization | ( |
| ( |
Net Intangible Assets | $ |
| $ |
Amortization expense for the three and six months ended June 30, 2024 and 2023 was $
Amortization of intangibles through 2029 is:
July 1, 2024 to June 30, 2025 |
| $ | |
July 1, 2025 to June 30, 2026 |
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July 1, 2026 to June 30, 2027 |
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July 1, 2027 to June 30, 2028 |
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July 1, 2028 to June 30, 2029 |
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Goodwill in the amount of $
3. Related Party Transactions
In addition to items disclosed in Notes 6, the Company had additional related party transactions during the six months ended June 30, 2024 and 2023.
Historically, the Company has received funds from borrowings on notes payable and advances from related parties and officers of the Company to cover operating expenses. Related parties include the officers and directors of the Company and a significant shareholder holding in excess of 10% of the Company’s outstanding shares.
During the six months ended June 30, 2024 and 2023, David Tobias, the Company’s chief executive officer and director, loaned $
During the six months ended June 30, 2024, the Company and Cathy Carroll, director, entered into a note payable for $
The Company also has an outstanding loan in the amount of $
During the three and six months ended June 30, 2024 and 2023, the Company recorded interest expense related to notes payable to related parties at the rates between
FS - 8
CANNABIS SATIVA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2024 and 2023
The following tables reflect the related party payable balances.
| Related party payables |
| Accrued interest |
| Total |
| June 30, 2024 | ||||
David Tobias, CEO & Director | $ |
| $ |
| $ |
New Compendium, greater than 10% Shareholder |
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| |||
Stock payable |
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| |||
Cathy Carroll, Director |
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| |||
Totals | $ |
| $ |
| $ |
| Related party payables |
| Accrued interest |
| Total |
| December 31, 2023 | ||||
David Tobias, CEO & Director | $ |
| $ |
| $ |
New Compendium, greater than 10% Shareholder |
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| |||
Cathy Carroll, Director |
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| |||
Stock payable |
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| |||
Other Affiliates |
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| |||
Totals | $ |
| $ |
| $ |
At June 30, 2024 and December 31, 2023, the Company has a balance due from MJ Harvest, Inc., with whom the Company plans to merge, of $
The following tables reflect the related party transactions.
Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | |
Director fee | $ | $ | ||
Outside services | ||||
Management fee | ||||
Payroll expenses |
4. Investments
At June 30, 2024 and December 31, 2023, the Company owns -
In 2021, the Company received
The Company’s investment in CBDG represents
FS - 9
CANNABIS SATIVA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2024 and 2023
the Company does not intend to hold the investment for a long period of time and the shares are readily marketable. The fair value of the Company’s investment at June 30, 2024 and December 31, 2023 was $
5. Convertible Notes Payable
On January 1, 2023, the Company entered into an agreement with Carolyn Merrill (“Carolyn”) whereby the Company issued a convertible note to Carolyn with a principal amount of $
The Company accounted for the note in accordance with ASC 470-20, Debt with conversion and other Options. As of June 30, 2024, the conversion feature was revalued at $
On September 18, 2023, the Company entered into an agreement with Quick Capital, LLC whereby the Company issued a convertible note with a principal amount of $
The Company accounted for the note in accordance with ASC 470-20, Debt with conversion and other Options. As of June 30, 2024, the conversion feature was revalued at $
On August 16, 2023, the Company entered into an agreement with Colonial Stock Transfer Company, Inc., (“CSTC”) whereby the Company issued a convertible note to CSTC with a principal amount of $
On January 15, 2024, the Company entered into an agreement with Carolyn Merrill (“Carolyn”) whereby the Company issued a convertible note to Carolyn with a principal amount of $
The Company accounted for the note in accordance with ASC 470-20, Debt with conversion and other Options. As of June 30, 2024, the conversion feature was revalued at $
On May 22, 2024, the Company entered into an agreement with Quick Capital, LLC whereby the Company issued a convertible note with a principal amount of $
FS - 10
CANNABIS SATIVA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2024 and 2023
The Company accounted for the note in accordance with ASC 470-20, Debt with conversion and other Options. As of June 30, 2024, the conversion feature was revalued at $
Interest expense for the three and six months ended June 30, 2024 and 2023 was $
6. Stockholders’ Equity
Change in Authorized Shares
The Company increased the number of authorized common shares the Company is authorized to issue to
Securities Issuances
During the six months ended June 30, 2023,
During the six months ended June 30, 2023,
During the six months ended June 30, 2024,
During the six months ended June 30, 2024,
During the six months ended June 30, 2024, 1,200,000 shares of common stock were issued to convert $
Stock payable at June 30, 2024 consists of
Stock Compensation Plans
2020 Stock Plan
On September 25, 2020, the Company adopted the Cannabis Sativa 2020 Stock Plan which authorized the Company to utilize common stock to compensate employees, officers, directors, and independent contractors for services provided to the Company. By resolution dated September 25, 2020, the Company authorized up to
FS - 11
CANNABIS SATIVA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2024 and 2023
7. Commitments and Contingencies
Litigation.
In the ordinary course of business, we may face various claims brought by third parties and we may, from time to time, make claims or take legal actions to assert our rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject us to litigation. As of June 30, 2024, no claims are outstanding.
8. Proposed Merger with MJ Harvest, Inc.
On August 8, 2022, the Company entered into a Merger Agreement (the “Merger Agreement”) with MJ Harvest, Inc. (“MJHI”). Pursuant to the Merger Agreement, MJHI will merge with and into the Company and the Company will be the surviving corporation in the Merger. The Merger is expected to be consummated once the shareholders of the Company and the shareholders of MJHI approve the Merger which management expects will be completed early in the second quarter of calendar year 2023. The terms of the Merger Agreement are summarized below:
·The name of the surviving company in the Merger will be Cannabis Sativa, Inc.
·Each share of MJHI common stock outstanding on the effective date of the Merger will be converted into 2.7 shares of CBDS Common Stock.
·The Merger is subject to majority approval of the shareholders of both MJHI and CBDS.
·The shareholders of MJHI and CBDS will have rights to dissent from the Merger, and, if the notice of dissent is properly given, the dissenting shareholders may be paid fair value for such dissented shares.
·The Board of Directors of the surviving company following the Merger is intended to consist of Patrick Bilton, Randy Lanier, Clinton Pyatt, and David Tobias.
·The Executive Officers of the Company following the Merger are intended to include Patrick Bilton - Chief Executive Officer, Clinton Pyatt - Chief Operating Officer.
·The Merger Agreement includes representations and warranties, covenants, and conditions for MJHI and CBDS as are customary for transactions of this nature.
·No brokerage fees are payable in connection with the Merger.
·If majority shareholder approval of the merger is not obtained, the Merger will not occur, and the Merger Agreement will be terminated.
·All costs and expenses in connection with the Merger transactions will be borne by CBDS, except that MJHI will be responsible for expenses of its own legal counsel and auditing costs.
The merger was withdrawn with the SEC in August 2023. The Company and MJ Harvest are continuing discussions in hopes of completing this transaction.
9. Subsequent events
In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report.
FS - 12
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Tobias, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, of Cannabis Sativa, Inc., (the “Registrant”);\\ |
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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; |
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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; |
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4. | The Registrant’s other certifying officer(s) 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)) for the Registrant and have: |
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our 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; |
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| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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; |
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| c) | evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our 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 |
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| 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(s) and I have disclosed 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 |
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| 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. |
Date: August 13, 2024 | By: | /s/ David Tobias |
|
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| Principal Executive Officer |
|
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Tobias, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, of Cannabis Sativa, Inc., (the “Registrant”); |
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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; |
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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; |
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4. | The Registrant’s other certifying officer(s) 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)) for the Registrant and have: |
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our 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; |
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| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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; |
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| c) | evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our 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 |
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| 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(s) and I have disclosed 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 |
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| 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. |
Date: August 13, 2024 | By: | /s/ David Tobias |
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| David Tobias, Principal Financial Officer |
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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 of Cannabis Sativa, Inc. (the “Registrant”) on Form 10-Q for the quarter ended June 30, 2024, as filed with the Commission on the date hereof (the “Quarterly Report”), I, David Tobias, Principal Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) | The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
Dated: August 13, 2024 |
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| /s/ David Tobias |
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| David Tobias Principal Executive Officer |
|
EXHIBIT 32.2
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 of Cannabis Sativa, Inc. (the “Registrant”) on Form 10-Q for the quarter ended June 30, 2024, as filed with the Commission on the date hereof (the “Quarterly Report”), I, David Tobias, Principal Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) | The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
Dated: August 13, 2024 |
| |
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| /s/ David Tobias |
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| David Tobias Principal Financial Officer |
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