10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 10-Q

___________________

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended: June 30, 2023
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from: _____________ to _____________

Commission File Number:

000-53571

Cannabis Sativa, Inc.
(Exact name of registrant as specified in its charter)
Nevada	20-1898270
---	---
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation)	Identification No.)

450 Hillside Dr. #A224, Mesquite, Nevada 89027

(Address of Principal Executive Office) (Zip Code)

(702) 762-3123

(Registrant’s telephone number, including area code)

N/A

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

———————

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered.
None

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. ☒ Yes ☐ No

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). ☒ Yes ☐ 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. 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	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
Emerging growth company	☒

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).

☐ Yes ☒ No

The number of shares of the issuer’s Common Stock outstanding as of August 18, 2023, is 50,048,273

.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Attached after signature page.

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.

Results of Operations

Three Months Ended June 30, 2023, compared with the Three Months Ended June 30, 2022

	Three Months Ended
	A			B			A-B
	June 30,<br><br>2023			June 30,<br><br>2022			Change			Change %
REVENUE	$	323,197		$	456,088		$	(132,891	)		(29	)%
Cost of revenues		120,608			170,541			(49,933	)		(29	)%
Cost of sales % of total sales		37	%		37	%				(-0- )		%
Gross profit		202,589			285,547			(82,958	)		(29	)%
Gross profit % of sales		63	%		63	%				(-0- )		%
EXPENSES
Professional fees		108,757			89,502			19,255			22	%
Depreciation and amortization		37,990			42,354			(4,364	)		(10	)%
Wages and salaries		209,690			184,150			25,540			14	%
Advertising		4,630			15,308			(10,678	)		(70	)%
General and administrative		146,339			128,762			17,577			14	%
Total expenses		507,406			460,076			47,330			10	%
NET LOSS FROM CONTINUING OPERATIONS		(304,817	)		(174,529	)		(130,288	)		(75	)%

Revenue for the three months ended June 30, 2023, decreased 29% compared to the three months ended June 30, 2022. Cost of revenues as a percentage of sales decreased 29% between the periods. The decrease in revenues is primarily a result of the lessening impact COVID-19 as we progressed into 2022.  In 2021, COVID-19 and the associated concerns with in-person visits to doctors’ offices caused a surge in the use of telemedicine in general and the Company benefitted from this with an increase in customers seeking medical marijuana cards through telemedicine.  The first quarter of 2022 continued to benefit somewhat from this surge but as the public grew more accustomed to the pandemic, and as vaccinations and booster shots became widely available, the demand for remote visits with physicians for medical marijuana cards decreased. This softening in the demand for our service continued during the second quarter of 2023.

2

Total operating expenses increased 10% in the three months ended June 30, 2023 compared with the three months ended June 30, 2022.  Professional fees, wages and salaries and general and administrated fees increased. Wages and salaries decreased as a result of the death of our CFO in the fourth quarter of 2022 and our CEO assuming those duties without an increase in salary, however $88,200 was paid out in bonuses.  Professional fees and general and administrative expenses also increased as audit expenses and other general expenses went up for additional time and rate increases.

Six Months Ended June 30, 2023, compared with the Six Months Ended June 30, 2022

	Six Months Ended
	A			B			A-B
	June 30,<br><br>2023			June 30,<br><br>2022			Change			Change %
REVENUE	$	668,565		$	879,789		$	(211,224	)		(24	)%
Cost of revenues		226,009			329,230			(103,221	)		(31	)%
Cost of sales % of total sales		34	%		37	%					(3	)%
Gross profit		442,556			550,559			(108,003	)		(20	)%
Gross profit % of sales		66	%		63	%					3	%
EXPENSES
Professional fees		161,898			211,408			(49,510	)		(23	)%
Depreciation and amortization		75,979			84,707			(8,728	)		(10	)%
Wages and salaries		324,793			370,911			(46,118	)		(12	)%
Advertising		7,476			31,529			(24,053	)		(76	)%
General and administrative		289,588			356,364			(66,776	)		(19	)%
Total expenses		859,734			1,054,919			(195,185	)		(19	)%
NET LOSS FROM CONTINUING OPERATIONS		(417,178	)		(504,360	)		87,182			17	%

Revenue for the six months ended June 30, 2023, decreased 24% compared to the six months ended June 30, 2022. Cost of revenues as a percentage of sales decreased 31% between the periods. The decrease in revenues is primarily a result of the lessening impact COVID-19 as we progressed into 2022.  In 2021, COVID-19 and the associated concerns with in-person visits to doctors’ offices caused a surge in the use of telemedicine in general and the Company benefitted from this with an increase in customers seeking medical marijuana cards through telemedicine.  The first quarter of 2022 continued to benefit somewhat from this surge but as the public grew more accustomed to the pandemic, and as vaccinations and booster shots became widely available, the demand for remote visits with physicians for medical marijuana cards decreased. This softening in the demand for our service continued during the second quarter of 2023.

Total operating expenses decreased 19% in the six months ended June 30, 2023 compared with the six months ended June 30, 2022.  Professional fees, wages and salaries and general and administrated fees decreased. Wages and salaries decreased as a result of the death of our CFO in the fourth quarter of 2022 and our CEO assuming those duties without an increase in salary, however $88,200 was paid out in bonuses.

Liquidity and Capital Resources

Cash used in operating activities was $51,857 and $40,886 in the six months period ended June 30, 2023 and 2022, respectively. In the six months period ended June 30, 2023, financing activities provided $22,884, consisting of net proceeds from related party notes. We ended the second quarter of 2023 with $58,124 in cash on hand.

3

The accompanying 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 $816,437 and $418,889, respectively, for the six months ended June 30, 2023, and 2022 and had an accumulated deficit of $81,458,477 as of June 30, 2023. 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.

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, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

4

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.

During the fiscal quarter ended June 30, 2023, 2,031,910 shares of common stock were issued to convert $54,000 of a note payable to a non-related party. Also, during the quarter, the Company issued a convertible note to a contract services provider in the principal amount of $72,262. The note bears interest at 8% and is due December 31, 2023.

The securities issued were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

5

Item 6. Exhibits.

The following documents are included as exhibits to this report:

(a) Exhibits

Exhibit<br><br>Number	SEC<br><br>Reference<br><br>Number	Title of Document	Notes
3.1	3	Articles of Incorporation	(1)
3.2	3	Bylaws	(1)
31.1	31	Section 302 Certification of Principal Executive Officer
31.2	31	Section 302 Certification of Principal Financial Officer
32.1	32	Section 1350 Certification of Principal Executive Officer
32.2	32	Section 1350 Certification of Principal Financial Officer
101.INS		XBRL Instance Document	(2)
101.SCH		XBRL Taxonomy Extension Schema	(2)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase	(2)
101.DEF		XBRL Taxonomy Extension Definition Linkbase	(2)
101.LAB		XBRL Taxonomy Extension Label Linkbase	(2)
101.PRE		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.

6

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 18, 2023

By:	/s/ David Tobias
	David Tobias<br><br>Principal Executive Officer<br><br>Principal Financial Officer
7
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CANNABIS SATIVA, INC.
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Contents
	Page
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FINANCIAL STATEMENTS - UNAUDITED – for the three and six months ended June 30, 2023 and 2022:
Condensed Consolidated balance sheets	FS - 2
Condensed Consolidated statements of operations	FS - 3
Condensed Consolidated statements of changes in stockholders’ equity	FS - 4
Condensed Consolidated statements of cash flows	FS - 5
Notes to Condensed consolidated financial statements	FS – 6 through FS – 13
FS-1
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Table of Contents
CANNABIS SATIVA, INC.
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CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED
		****	December 31,		****
---	---	---	---	---	---
		****	2022
ASSETS
Current Assets
Cash	58,124		$	97,445
Investment in equity securities, at fair value	1,200			379,858
Right of use asset	24,958			—
Total Current Assets	84,282			477,303
Advances to related party	75,054			55,666
Right of use asset	—			38,968
Property and equipment, net	2,572			2,709
Intangible assets, net	83,101			158,943
Goodwill	1,837,202			1,837,202
Total Assets	2,082,211		$	2,570,791
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses	133,093		$	164,411
Operating lease liability, current	24,958			28,736
Accrued interest - related parties	16,474			16,374
Convertible notes payable	211,762			168,500
Notes payable to related parties	144,421			91,700
Total Current Liabilities	530,708			469,721
Long-term liabilities
Operating lease liability, long term	—			10,232
Stock payable	542,421			418,156
Total Liabilities	1,073,129			898,109
Commitments and contingencies (Notes 6 and 8)
Stockholders’ Equity:
Preferred stock 0.001 par value; 5,000,000 shares authorized; -0- and 777,654 issued and outstanding, respectively	—			—
Common stock 0.001 par value; 495,000,000 shares authorized; 50,048,273 and 45,566,363 shares issued and outstanding, respectively	50,049			45,567
Additional paid-in capital	81,087,973			80,939,618
Accumulated deficit	(81,458,477	)		(80,603,069	)
Total Cannabis Sativa, Inc. Stockholders’ Equity (Deficit)	(320,455	)		382,116
Non-Controlling Interest	1,329,537			1,290,566
Total Stockholders’ Equity	1,009,082			1,672,682
Total Liabilities and Stockholders’ Equity	2,082,211		$	2,570,791
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

All values are in US Dollars.

FS-2
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CANNABIS SATIVA, INC.
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
	Three Months Ended					****	Six Months Ended					****
---	---	---	---	---	---	---	---	---	---	---	---	---
****	June 30,		****	June 30,		****	June 30,		****	June 30,		****
****	2023		****	2022		****	2023		****	2022
Revenues	$	323,197		$	456,088		$	668,565		$	879,789
Cost of Revenues		120,608			170,541			226,009			329,230
Gross Profit		202,589			285,547			442,556			550,559
Operating Expenses
Professional fees		108,757			89,502			161,898			211,408
Depreciation and amortization		37,990			42,354			75,979			84,707
Wages and salaries		209,690			184,150			324,793			370,911
Advertising		4,630			15,308			7,476			31,529
General and administrative		146,339			128,762			289,588			356,364
Total Operating Expenses		507,406			460,076			859,734			1,054,919
Loss from Operations		(304,817	)		(174,529	)		(417,178	)		(504,360	)
Other (Income) and Expenses
Unrealized (gain) loss on investment		2,400			142,012			213,883			(104,642	)
Loss on debt settlement		(114	)		—			10,527			—
Loss on sale of investment securities		—			—			155,735			—
Interest expense		9,233			1,995			19,114			19,171
Total Other (Income) Expenses, Net		11,519			144,007			399,259			(85,471	)
Loss Before Income Taxes		(316,336	)		(318,536	)		(816,437	)		(418,889	)
Income Taxes		—			—			—			—
Net Loss for the Period		(316,336	)		(318,536	)		(816,437	)		(418,889	)
Income attributable to non-controlling interest - PrestoCorp		16,150			32,029			38,971			22,567
Net Loss for the Period Attributable To Cannabis Sativa, Inc.	$	(332,486	)	$	(350,565	)	$	(855,408	)	$	(441,456	)
Net Loss for the Period per Common Share: Basic & Diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.01	)
Weighted Average Common Shares Outstanding:
Basic & Diluted		48,169,783			31,394,764			46,926,618			31,370,814
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
FS-3
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CANNABIS SATIVA, INC.
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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 - UNAUDITED
											Additional						Non-controlling
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Preferred Stock						Common Stock				Paid-In			Accumulated			Interest -
	Shares			Amount			Shares		Amount		Capital			Deficit			Prestocor p			Total
Balance - January 1, 2022		777,654		$	778			30,746,865	$	30,748	$	79,151,240		$	(79,475,968	)	$	1,338,102		$	1,044,900
Net loss for period		—			—			—		—		—			(90,891	)		(9,462	)		(100,353	)
Balance - March 31, 2022		777,654			778			30,746,865		30,748		79,151,240			(79,566,859	)		1,328,640			944,547
Conversion of preferred to common (1:1)		(131,880	)		(132	)		131,880		132		—			—			—			—
Conversion of preferred to common (19:1)		(288,223	)		(288	)		5,476,237		5,476		(5,188	)		—			—			—
Shares issued for services		458,333			458			1,306,242		1,306		348,743			—			—			350,507
Shares issued in consideration of notes and interest payable - related parties		—			—			7,089,255		7,089		1,410,762			—			—			1,417,851
Net income (loss) for period		—			—			—		—		—			(350,565	)		32,029			(318,536	)
Balance - June 30, 2022		815,884		$	816			44,750,479	$	44,751	$	80,905,557		$	(79,917,424	)	$	1,360,669		$	2,394,369
Balance - January 1, 2023		—		$	—			45,566,363	$	45,567	$	80,939,618		$	(80,603,069	)	$	1,290,566		$	1,672,682
Common Stock Issued - Note Payable Conversion		—			—			320,513		321		25,316			—			—			25,637
Net income (loss) for the period		—			—			—		—		—			(522,922	)		22,821			(500,101	)
Balance - March 31, 2023		—			—			45,886,876		45,888		80,964,934			(81,125,991	)		1,313,387			1,198,218
Common Stock Issued - Note Payable Conversion		—			—			1,711,397		1,711		37,289			—			—			39,000
Shares issued for services		—			—			2,450,000		2,450		85,750			—			—			88,200
Net income (loss) for the period		—			—			—		—		—			(332,486	)		16,150			(316,336	)
Balance - June 30, 2023		—		$	—			50,048,273	$	50,049	$	81,087,973		$	(81,458,477	)	$	1,329,537		$	1,009,082
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
FS-4
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CANNABIS SATIVA, INC.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
For the six months ended June 30,	2023		****	2022
---	---	---	---	---	---	---
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$	(816,437	)	$	(418,889	)
Adjustments to reconcile net loss for the period to net cash used in operating activities:
Unrealized loss (gain) on investments		213,883			(104,642	)
Depreciation and amortization		75,979			84,707
Loss on debt settlement		10,527			—
Loss on sale of investment securities		155,735			—
Stock issued for services		88,200			350,507
Stock payable for services		196,527			—
Note payable issued for services		55,000			30,000
Write off of abandoned equipment		—			583
Changes in Assets and Liabilities:
Accounts payable and accrued expenses		(31,321	)		1,424
Accrued interest - related parties		50			15,424
Net Cash Provided by (Used in) Operating Activities		(51,857	)		(40,886	)
Cash Flows from Investing Activities:
Proceeds from sale of stock held for investment		9,040			—
Advances to related party		(19,388	)		—
Net Cash Used in Investing Activities		(10,348	)		—
Cash Flows from Financing Activities:
Proceeds from related parties notes payable, net		22,884			41,340
Net Cash Provided by Financing Activities		22,884			41,340
NET CHANGE IN CASH		(39,321	)		454
CASH AT BEGINNING OF PERIOD		97,445			194,060
CASH AT END OF PERIOD	$	58,124		$	194,514
Supplemental Disclosures of Non Cash Activities:
Noncash investing and financing activities
Shares issued in consideration of notes and interest payable - related parties	$	30,000		$	1,417,851
Shares issued in consideration of convertible notes payable	$	39,000
Recognition of operating lease liability and right of use asset	$	—		$	56,595
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
FS-5
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CANNABIS SATIVA, INC.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2023 and 2022

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 and until April 22, 2021, GKMP and iBud were 51% and 50.1% owned subsidiaries. Wild Earth, KPAL, Hi Brands, and Eden are wholly owned subsidiaries. At December 31, 2022 and 2021, PrestoCorp is the sole operating subsidiary. Until sale of the Company’s interest in April 2021, GKMP and iBud tender were operating subsidiaries although iBud was not generating any revenue.

Our primary operations for the years ended December 31, 2022 through June 30, 2023 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, 2023 may not be indicative of the results expected for the full year ending December 31, 2023. 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, 2022.

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, 2022, as filed with the United States Securities and Exchange Commission on April 20, 2023.

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, 2023, and its results of operations, cash flows, and changes in stockholders’ equity for the three and six months ended June 30, 2023. 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 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.

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CANNABIS SATIVA, INC.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2023 and 2022

Going Concern:

The Company has an accumulated deficit of $81,458,477 at June 30, 2023, which, among other factors, raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they are due.

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, 2023 and 2022, the Company had 50,000 and 175,000 outstanding warrants, respectively, and -0- and 777,654 shares of convertible preferred stock, respectively, that would be dilutive to future periods net income if converted. The number of shares that can be converted per the convertible note agreement can be converted after December 31, 2022 thus are dilutive as of June 30, 2023.

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.

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CANNABIS SATIVA, INC.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2023 and 2022

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, 2023   and December 31, 2022:

	June 30,<br><br>2023			December 31,<br><br>2022
CBDS.com website (Cannabis Sativa)	$	13,999		$	13,999
Intellectual Property Rights (PrestoCorp)		240,000			240,000
Patents and Trademarks (KPAL)		1,281,411			1,281,411
Total Intangibles		1,535,410			1,535,410
Less: Accumulated Amortization		(1,452,309	)		(1,376,467	)
Net Intangible Assets	$	83,101		$	158,943

Amortization expense for the three and six months ended June 30, 2023 and 2022 was $37,921 (2022: $42,285) and $75,842 (2022: $84,570), respectively.

Amortization of intangibles through 2027 is:

July 1, 2023 to June 30, 2024	$	78,432
July 1, 2024 to June 30, 2025		932
July 1, 2025 to June 30, 2026		932
July 1, 2026 to June 30, 2027		932
July 1, 2027 to June 30, 2028		932
July 1, 2028 to June 30, 2029		941

Goodwill in the amount of $3,010,202 was recorded as part of the acquisition of PrestoCorp that occurred on August 1, 2017. Cumulative impairment of the PrestoCorp goodwill totals $1,173,000 as of June 30, 2023 and December 31, 2022. The balance of goodwill at June 30, 2023 and December 31, 2022 was $1,837,202.

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CANNABIS SATIVA, INC.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the  Six Months Ended June 30, 2023 and 2022

3. Related Party Transactions

In addition to items disclosed in Note 6, the Company had additional related party transactions during the six months ended June 30, 2023 and 2022.

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, 2023, David Tobias, the Company’s chief executive officer and director, loaned $22,721 to the Company for notes payable bearing interest at the rate of 5% per annum due on December 31, 2023.

During the six months ended June 30, 2023, the Company and Cathy Carroll, director, entered into a note payable for $30,000 for compensation due her for services. Ms. Carroll’s note bears interest at 8% per annum and is due December 31, 2024. The note payable totaled $55,000 at December 31, 2022.

During the years ended December 31, 2022 and 2021, the Company recorded interest expense related to notes payable to related parties at the rates between 5% and 8% per annum in the amounts of $16,374 and $66,872, respectively.

The following tables reflect the related party note payable balances.

	Related party notes		Accrued interest		Total
	June 30, 2023
David Tobias, CEO & Director	$	55,421	$	12,482	$	67,903
New Compendium, greater than 10% Shareholder		-		1,906		1,906
Cathy Carroll, Director		85,000		986		85,986
Other Affiliates		4,000		1,100		5,100
Totals	$	144,421	$	16,474	$	160,895
	Related party notes		Accrued interest		Total
---	---	---	---	---	---	---
	December 31, 2022
David Tobias, CEO & Director	$	32,700	$	12,482	$	45,182
New Compendium, greater than 10% Shareholder	––			1,906		1,906
Cathy Carroll, Director		55,000		986		55,986
Other Affiliates		4,000		1,000		5,000
Totals	$	91,700	$	16,374	$	108,074

During the three and six months ended June 30, 2023 and 2022, the Company incurred approximately $-0- (2022: $12,500) and $-0- (2022: $26,389), respectively, for consulting services from a nephew of the Company’s president. The services were accrued at June 30, 2022 and paid in common stock. These amounts are included in the statements of operations in general and administrative expenses.

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CANNABIS SATIVA, INC.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the  Six Months Ended June 30, 2023 and 2022

At June 30, 2023 and December 31, 2022, the Company has a balance due from MJ Harvest, Inc., with whom the Company plans to merge, of $75,054 and $55,666 (see Note 8). The amount is included in advances to related party on the condensed consolidated balance sheets. The funds were advanced to MJ Harvest, Inc. to cover operating expenses.

At June 30, 2023 and December 31, 2022 the Company had stock payable in the amount $542,421 and $345,893 due to related parties; directors and contract officers.

4. Investments

At June 30, 2023 and December 31, 2022, the Company owns -0- and 8,238,769 shares respectively, of common stock of Medical Cannabis Payment Solutions (ticker: REFG). At June 30, 2023 and December 31, 2022, the fair value of the investment in REFG was $-0- and $12,358, respectively. The Company sold all of its position in REFG during the six months ended June 30, 2023 and recognized a loss on the sale of investment securities in the amount of $155,735.

In 2021, the Company received 1,500,000 shares of common stock and 1,500,000 shares of preferred stock of THC Pharmaceuticals Inc. (ticker: CBDG). The CBDG shares were received as consideration for the sale of the Company’s majority interest in iBud and GKMP in the year ended December 31, 2021. On the date of sale, the shares were valued at fair value which was $0.20 per share or $600,000 in the aggregate. The Company’s Chief Executive Officer and Chairman of the Board, David Tobias is a Director of CBDG.

The Company’s investment in CBDG represents 15% of CBDG’s voting shares on a fully diluted basis which, coupled with Mr. Tobias’ position as a director and his individual investment in CBDG, results in the Company having significant influence over CBDG. The Company elected to account for its investment in CBDG at fair value because 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, 2023 and December 31, 2022 was $1,200 and $367,500 resulting in a gain (loss) of ($2,400) (2022: $114,000) and ($366,300) (2022: ($117,000)) for the change in fair value during the three and six months ended June 30, 2023 and 2022, respectively.

5. Convertible Notes Payable

On August 25, 2022 and November 7, 2022, the Company entered into an agreement with 1800 Diagonal Lending, LLC (“Diagonal”) whereby the Company issued convertible notes to Diagonal with principal amounts of $104,250 and $64,250, respectively. The notes bear interest at 10% and have terms of one year when payment of principal and interest is due. After 180 days, the notes are convertible into shares of the Company’s common stock the number of which determined by dividing the principal balance outstanding by 65% of the lowest trading price of the Company’s stock during the five previous trading days before the date of the conversion.  During the six months ended June 30, 2023, Diagonal converted $54,000 of their note payable from August into 2,031,910 shares of common stock.  As of June 30, 2023 amounts due to Diagonal total $50,250 and $64,250, respectively.

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 $72,262.  As stated in the January 1, 2023 agreement Ms. Merrill’s contract compensation will also be added to the note for her services through June 30, 2023 in the amount of $25,000. Total note payable at June 30, 2023 is $97,262.  The note bears interest at 8% and has a term of one year when payment of principal and interest is due. If payment by S-8 shares the amount paid will be with a 10% discount, if by agreement and paid with restricted stock will be with a 20% discount.  Both methods are calculated using the lowest 3 closing prices during the 15 trading days preceding the first day of the next calendar quarter.

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CANNABIS SATIVA, INC.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2023 and 2022

At June 30, 2023 and December 31, 2022, accrued interest payable and interest expense on these notes was $16,362 and $4,546. Accrued interest payable is included in accounts payable and accrued expenses on the consolidated balance sheet.

6. Stockholders’ Equity

Change in Authorized Shares

The Company increased the number of authorized common shares the Company is authorized to issue to 495,000,000 on August 8, 2022. This change in capital structure was approved without a meeting by the consent of the shareholders holding a majority of the common stock outstanding and Articles of Amendment were filed with the State of Nevada.

Securities Issuances

During the six months ended June 30, 2023, 2,031,910 shares of common stock were issued to convert $54,000 of a note payable to a non-related party.  See Note 5.

During the six months ended June 30, 2023, 2,450,000 shares of common stock were issued to pay bonuses in the amount of  $88,200.

Stock payable at June 30, 2023 consists of 1,219,513 preferred shares and 838,415 common shares owed to members of the board of directors for directors’ fees and contract services. These shares were valued at $84,375 based on the fair value of the Company’s common stock at the date of board authorization. Subsequent to year end, no issuances of the shares have been made.

Stock payable at June 30, 2023 and December 31, 2022 consists of 5,025,814 and 1,306,302 preferred shares and 1,934,530 and 1,469,590 common shares, respectively, owed to members of the board of directors for directors’ fees and contract services. These shares were valued at $325,000 and  $212,500, respectively, based on the fair value of the Company’s common stock at the date of board authorization. An additional 5,874,988 and 2,393,873 common shares were owed to various non-related vendors at June 30, 2023 and December 31, 2022 valued at $217,421 and $205,656, respectively, based on the fair value of the Company’s common stock at the date of board authorization. Subsequent to year end, no issuances of the shares have been made.

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 1,000,000 shares of common stock to be issued pursuant to the 2020 Stock Plan. This amount was subsequently increased to 2,000,000 shares on January 27, 2021. At June 30, 2023, 44,425 shares were available for future issuance.

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CANNABIS SATIVA, INC.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2023 and 2022

Warrants

At June 30, 2023 and December 31, 2022, the Company has outstanding warrants to purchase 50,000 shares of the Company’s common stock. As of June 30, 2023, the warrants have an exercise price of $2.00 and expire in July and August 2023. During the six months ended June 30, 2023 and 2022, warrants activity consisted of the following: warrants issued – none (2022: none), warrants exercised – none (2022: none), warrants expired – none (2022: none).

7. Commitments and Contingencies

Leases.

PrestoCorp leased office space through WeWork in New York on a month-to-month basis which ended in April 2022. On April 12, 2022, PrestoCorp signed a new lease in New York with Spaces for a two-year term at $2,590 per month expiring in April 2024. Upon signing the lease with Spaces, the Company recognized a lease liability and a right of use asset of $56,595 using a discount rate of 10%. The future lease payments under the new lease are as follows:

From July 1, 2023 to June 30, 2024	$	25,900
Less imputed interest		(942	)
Net lease liability		24,958
Current Portion		(24,958	)
Long-term portion	$	-0-

Rent expense for the three and six months ended June 30, 2023 and 2022 was $9,163 (2022: $2,602) and $17,579 (2022: $21,325), respectively.

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, 2023, no claims are outstanding.

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CANNABIS SATIVA, INC.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2023 and 2022

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.

9.  Subsequent Event

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-13

cbds_ex311.htm

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, 2023, of Cannabis Sativa, 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(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;
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;
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
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
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 21, 2023	By:	/s/ David Tobias

| | | Principal Executive Officer |

cbds_ex312.htm

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, 2023, of Cannabis Sativa, 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(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;
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;
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
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
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 21, 2023	By:	/s/ David Tobias

| | | David Tobias, Principal Financial Officer |

cbds_ex321.htm

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, 2023, 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
(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 21, 2023
	/s/ David Tobias

| | David Tobias<br> <br>Principal Executive Officer |

cbds_ex322.htm

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, 2023, 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
(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 21, 2023
	/s/ David Tobias

| | David Tobias<br> <br>Principal Financial Officer |