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: September 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 November 1, 2023, is 72,214,039.

.

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

	Three Months Ended
	A			B			A-B
	September 30, 2023			September 30, 2022			Change			Change %
REVENUE	$	271,207		$	383,079		$	(111,872	)		(29	)%
Cost of revenues		102,472			149,943			(47,471	)		(32	)%
Cost of sales % of total sales		38	%		39	%					(0	)%
Gross profit		168,735			233,136			(64,401	)		(28	)%
Gross profit % of sales		62	%		61	%
EXPENSES
Professional fees		61,065			208,515			(147,450	)		(71	)%
Depreciation and amortization		37,989			39,440			(1,451	)		(4	)%
Wages and salaries		143,935			188,622			(44,687	)		(24	)%
Advertising		1,637			1,599			38			2	%
General and administrative		145,633			177,658			(32,025	)		(18	)%
Total expenses		390,259			615,834			(225,575	)		(37	)%
NET LOSS FROM CONTINUING OPERATIONS		(221,524	)		(382,698	)		161,174			42	%

2

Revenue for the three months ended September 30, 2023, decreased 29% compared to the three months ended September 30, 2022. Cost of revenues as a percentage of sales decreased 32% 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 third quarter of 2023.

Total operating expenses decreased 37% in the three months ended September 30, 2023 compared with the three months ended September 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.  Professional fees decreased with continuing efforts at cost reduction. Depreciation and amortization decreased in part due to the discontinuation of GKMP and IBUD, as reflected below. Advertising costs were increased slightly by taking a more focused approach to our target markets.

Nine Months Ended September 30, 2023, compared with the Nine Months Ended September 30, 2022

	Nine Months Ended
	A			B			A-B
	September 30, 2023			September 30, 2022			Change			Change %
REVENUE	$	939,772		$	1,262,868		$	(323,096	)		(26	)%
Cost of revenues		328,481			479,173			(150,692	)		(31	)%
Cost of sales % of total sales		35	%		38	%					(3	)%
Gross profit		611,291			783,695			(172,404	)		(22	)%
Gross profit % of sales		65	%		62	%					3	%
EXPENSES
Professional fees		222,963			419,923			(196,960	)		(47	)%
Depreciation and amortization		113,968			124,147			(10,179	)		(8	)%
Wages and salaries		468,728			559,533			(90,805	)		(16	)%
Advertising		9,113			33,128			(24,015	)		(73	)%
General and administrative		435,221			534,022			(98,801	)		(19	)%
Total expenses		1,249,933			1,670,753			(420,820	)		(25	)%
NET LOSS FROM CONTINUING OPERATIONS		(638,702	)		(887,058	)		248,356			28	%

Revenue for the nine months ended September 30, 2023, decreased 26% compared to the nine months ended September 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 third quarter of 2023.

Total operating expenses decreased 25% in the nine months ended September 30, 2023 compared with the nine months ended September 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.  Professional fees decreased with continuing efforts at cost reduction. Depreciation and amortization decreased in part due to the discontinuation of GKMP and IBUD, as reflected below. Advertising costs were reduced by taking a more focused approach to our target markets.

3

Liquidity and Capital Resources

Cash used in operating activities was $31,960 and $120,730 in the nine months period ended September 30, 2023 and 2022, respectively. In the nine months period ended September 30, 2023, financing activities provided $59,775, consisting of net proceeds from related party notes and convertible notes payable. We ended the third quarter of 2023 with $114,912 in cash on hand.

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 $995,109 and $505,520, respectively, for the nine months ended September 30, 2023, and 2022 and had an accumulated deficit of $81,686,225 as of September 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 September 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 nine months ended September 30, 2023, 11,810,847 shares of common stock were issued to convert $134,250 of notes payable to a non-related party. Also, during the nine months ended September 30, 2023, 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 Number	SEC Reference 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: November 15, 2023

By:	/s/ David Tobias
	David Tobias Principal Executive Officer Principal Financial Officer

7

CANNABIS SATIVA, INC.

Contents

	Page
FINANCIAL STATEMENTS - UNAUDITED – for the three and nine months ended September 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 – 12

F-1

CANNABIS SATIVA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED
	September 30,			December 31,
	2023			2022
ASSETS
Current Assets
Cash	$	114,912		$	97,445
Investment in equity securities, at fair value		30,000			379,858
Right of use asset		17,687			—
Total Current Assets		162,599			477,303
Advances to related party		75,054			55,666
Right of use asset		—			38,968
Property and equipment, net		2,504			2,709
Intangible assets, net		45,180			158,943
Goodwill		1,837,202			1,837,202
Total Assets	$	2,122,539		$	2,570,791
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	69,058		$	164,411
Operating lease liability, current		17,687			28,736
Accrued interest - related parties		16,524			16,374
Convertible notes payable		164,568			168,500
Notes payable to related parties		163,420			91,700
Total Current Liabilities		431,257			469,721
Long-term liabilities
Operating lease liability, long term		—			10,232
Stock payable		665,595			418,156
Total Liabilities		1,096,852			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; 59,827,210 and 45,566,363 shares issued and outstanding, respectively		59,828			45,567
Additional paid-in capital		81,273,471			80,939,618
Accumulated deficit		(81,686,225	)		(80,603,069	)
Total Cannabis Sativa, Inc. Stockholders' Equity (Deficit)		(352,926	)		382,116
Non-Controlling Interest		1,378,613			1,290,566
Total Stockholders' Equity		1,025,687			1,672,682
Total Liabilities and Stockholders' Equity	$	2,122,539		$	2,570,791
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

CANNABIS SATIVA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2023			2022			2023			2022
Revenues	$	271,207		$	383,079		$	939,772		$	1,262,868
Cost of Revenues		102,472			149,943			328,481			479,173
Gross Profit		168,735			233,136			611,291			783,695
Operating Expenses
Professional fees		61,065			208,515			222,963			419,923
Depreciation and amortization		37,989			39,440			113,968			124,147
Wages and salaries		143,935			188,622			468,728			559,533
Advertising		1,637			1,599			9,113			33,128
General and administrative		145,633			177,658			435,221			534,022
Total Operating Expenses		390,259			615,834			1,249,993			1,670,753
Loss from Operations		(221,524	)		(382,698	)		(638,702	)		(887,058	)
Other (Income) and Expenses
Unrealized (gain) loss on investment		(28,800	)		(300,295	)		185,083			(404,937	)
Employee Retention Credit		(139,970	)		—			(139,970	)		—
Loss on debt settlement		88,591			—			99,118			—
Loss on sale of investment securities		—			—			155,735			—
Interest expense		37,327			4,228			56,441			23,399
Total Other (Income) Expenses, Net		(42,852	)		(296,067	)		356,407			(381,538	)
Loss Before Income Taxes		(178,672	)		(86,631	)		(995,109	)		(505,520	)
Income Taxes		—			—			—			—
Net Loss for the Period		(178,672	)		(86,631	)		(995,109	)		(505,520	)
Income (loss) attributable to non-controlling interest - PrestoCorp		49,076			(19,073	)		88,047			3,494
Net Loss for the Period Attributable To Cannabis Sativa, Inc.	$	(227,748	)	$	(67,558	)	$	(1,083,156	)	$	(509,014	)
Net Loss for the Period per Common Share: Basic & Diluted	$	(0.00	)	$	(0.00	)	$	(0.02	)	$	(0.01	)
Weighted Average Common Shares Outstanding:
Basic & Diluted		52,119,640			44,797,896			48,676,647			35,674,130
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

CANNABIS SATIVA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 - UNAUDITED
	Preferred Stock						Common Stock				Additional Paid-In			Accumulated			Non-controlling Interest -
	Shares			Amount			Shares		Amount		Capital			Deficit			Prestocorp			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
Conversion of preferred to common (1:1)		(120,176	)		(120	)		120,176		120		—			—			—			—
Net loss for period		—			—			—		—		—			(67,558	)		(19,073	)		(86,631	)
Balance - September 30, 2022		695,708		$	696			44,870,655	$	44,871	$	80,905,557		$	(79,984,982	)	$	1,341,596		$	2,307,738
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
Common Stock Issued - Note Payable Conversion		—			—			9,778,937		9,779		185,498			—			—			195,277
Net income (loss) for the period		—			—			—		—		—			(227,748	)		49,076			(178,672	)
Balance - September 30, 2023		—		$	—			59,827,210	$	59,828	$	81,273,471		$	(81,686,225	)	$	1,378,613		$	1,025,687
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

CANNABIS SATIVA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED
For the nine months ended September 30,	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$	(995,109	)	$	(505,520	)
Adjustments to reconcile net loss for the period to net cash
used in operating activities:
Unrealized loss (gain) on investments		185,083			(404,937	)
Interest Expense - Default on Notes		21,223			—
Depreciation and amortization		113,968			124,147
Loss on debt settlement		99,231			—
Loss on sale of investment securities		155,735			—
Stock issued for services		88,200			350,507
Stock payable for services		319,701			206,946
Note payable issued for services		70,000			45,000
Write off of abandoned equipment		—			583
Changes in Assets and Liabilities:
Accounts payable and accrued expenses		(90,142	)		47,020
Accrued interest - related parties		150			15,524
Net Cash Used in Operating Activities		(31,960	)		(120,730	)
Cash Flows from Investing Activities:
Cash purchase of equipment		—			(1,590	)
Proceeds from sale of stock held for investment		9,040			—
Advances to related party		(19,388	)		—
Net Cash Used in Investing Activities		(10,348	)		(1,590	)
Cash Flows from Financing Activities:
Proceeds from related parties notes payable, net		26,719			38,540
Proceeds from convertible note payable		33,056			104,250
Net Cash Provided by Financing Activities		59,775			142,790
NET CHANGE IN CASH		17,467			20,470
CASH AT BEGINNING OF PERIOD		97,445			194,060
CASH AT END OF PERIOD	$	114,912		$	214,530
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
Recognition of operating lease liability and right of use asset	$	—		$	56,595
Shares issued in consideration of convertible notes payable	$	160,236		$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-5

CANNABIS SATIVA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 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 September 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 nine months ended September 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 September 30, 2023, and its results of operations, cash flows, and changes in stockholders’ equity for the three and nine months ended September 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.

F-6

CANNABIS SATIVA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2023 and 2022

Going Concern:

The Company has an accumulated deficit of $81,686,225 at September 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 nine months ended September 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 September 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.

F-7

CANNABIS SATIVA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 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 September 30, 2023   and December 31, 2022:

	September 30, 2023			December 31, 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		(1,490,230	)		(1,376,467	)
Net Intangible Assets	$	45,180		$	158,943

Amortization expense for the three and nine months ended September 30, 2023 and 2022 was $37,921 (2022: $39,372) and $113,763 (2022: $123,942), respectively.

Amortization of intangibles through 2029 is: 

October 1, 2023 to September 30, 2024	$	40,744
October 1, 2024 to September 30, 2025		932
October 1, 2025 to September 30, 2026		932
October 1, 2026 to September 30, 2027		932
October 1, 2027 to September 30, 2028		932
October 1, 2028 to September 30, 2029		708

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 September 30, 2023 and December 31, 2022. The balance of goodwill at September 30, 2023 and December 31, 2022 was $1,837,202.

F-8

CANNABIS SATIVA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 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 nine months ended September 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 nine months ended September 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 nine months ended September 30, 2023, the Company and Cathy Carroll, director, entered into a note payable for $45,000 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 $100,000 and $55,000 at September 30, 2023 and December 31, 2022, respectively.

During the nine months ended September 30, 2023, 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
	September 30, 2023
David Tobias, CEO & Director	$	59,420	$	12,482	$	71,902
New Compendium, greater than 10% Shareholder		-		1,906		1,906
Cathy Carroll, Director		100,000		986		100,986
Other Affiliates		4,000		1,150		5,150
Totals	$	163,420	$	16,524	$	179,944

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

F-9

CANNABIS SATIVA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2023 and 2022

At September 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 September 30, 2023 and December 31, 2022 the Company had stock payable in the amount $521,874 and $345,893 due to related parties; directors and contract officers.

Income Statement

	Nine months ended September 30, 2023		Nine months ended September 30, 2022
Directors' fee	$	35,625	$	45,000
Outside services		178,125		318,750
Management fee		77,201	141,000
Payroll expenses		37,044	-0-

4. Investments

At September 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 September 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 nine months ended September 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 September 30, 2023 and December 31, 2022 was $30,000 and $367,500 resulting in a gain (loss) of $28,800 (2022: $300,295) and ($337,500) (2022: $404,937) for the change in fair value during the three and nine months ended September 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 nine months ended September 30, 2023, Diagonal converted $134,250 of their notes payable plus $26,435 of default proceeds and interest into 11,810,847 shares of common stock.  As of September 30, 2023 amount due to Diagonal is $34,250.

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 September 30, 2023 in the amount of $25,000. Total note payable at September 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.

F-10

CANNABIS SATIVA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2023 and 2022

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 $33,055. The maturity date is nine months after the issue date, accruing interest at 12% per annum and can be converted after 180 days from date of issue at a fixed rate of $0.01 per share.

At September 30, 2023 and December 31, 2022, accrued interest payable and interest expense on these notes was $14,433 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 nine months ended September 30, 2023, 11,811,847 shares of common stock were issued to convert $160,685 of a notes payable to a non-related party.  See Note 5.

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

Stock payable at September 30, 2023 consists of preferred shares and common shares owed to members of the board of directors for directors’ fees and contract services. These shares were valued at $521,874 based on the fair value of the Company’s common stock at the date of board authorization.

Stock payable at December 31, 2022 consists preferred shares and common shares, respectively, owed to members of the board of directors for directors’ fees and contract services. These shares were valued at $212,500, based on the fair value of the Company’s common stock at the date of board authorization.

Common shares were owed to various non-related vendors at September 30, 2023 and December 31, 2022 valued at $143,721 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 September 30, 2023, 44,425 shares were available for future issuance.

Warrants

At September 30, 2023 and December 31, 2022, the Company has outstanding warrants to purchase 50,000 shares of the Company’s common stock. As of September 30, 2023, the warrants have an exercise price of $2.00 and expire in July and August 2023. During the nine months ended September 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).

F-11

CANNABIS SATIVA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2023 and 2022

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 October 1, 2023 to September 30, 2024	$	18,130
Less imputed interest		(443	)
Net lease liability		17,687
Current Portion		(17,687	)
Long-term portion	$	-0-

Rent expense for the three and nine months ended September 30, 2023 and 2022 was $9,119 (2022: $-0-) and $26,698 (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 September 30, 2023, 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.

9. Subsequent Event

Subsequent to September 30, 2023 the remaining convertible note of $34,250 was converted in full to 12,386,827 shares of common stock, which included $1,530 of accrued interest.

F-12

EX-31.1

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 September 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: November 30, 2023	By:	/s/ David Tobias
		Principal Executive Officer

EX-31.2

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 September 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: November 30, 2023	By:	/s/ David Tobias
		David Tobias, Principal Financial Officer

EX-32.1

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 September 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: November 20, 2023
	/s/ David Tobias
	David Tobias Principal Executive Officer

EX-32.2

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 September 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: November  20, 2023
	/s/ David Tobias
	David Tobias Principal Financial Officer

XML

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 01, 2023
Cover [Abstract]
Entity Registrant Name	Cannabis Sativa, Inc.
Entity Central Index Key	0001360442
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		72,214,039
Entity File Number	000-53571
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	20-1898270
Entity Address Address Line 1	450 Hillside
Entity Address Address Line 2	Dr. #A224
Entity Address City Or Town	Mesquite
Entity Address State Or Province	NV
Entity Address Postal Zip Code	89027
City Area Code	702
Local Phone Number	762-3123
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 114,912	$ 97,445
Investment in equity securities, at fair value	30,000	379,858
Right of use asset	17,687	0
Total Current Assets	162,599	477,303
Advances to related party	75,054	55,666
Right of use asset	0	38,968
Property and equipment, net	2,504	2,709
Intangible assets, net	45,180	158,943
Goodwill	1,837,202	1,837,202
Total Assets	2,122,539	2,570,791
Current Liabilities
Accounts payable and accrued expenses	69,058	164,411
Operating lease liability, current	17,687	28,736
Accrued interest - related parties	16,524	16,374
Convertible notes payable	164,568	168,500
Notes payable to related parties	163,420	91,700
Total Current Liabilities	431,257	469,721
Long-term liabilities
Operating lease liability, long term	0	10,232
Stock payable	665,595	418,156
Total Liabilities	1,096,852	898,109
Stockholders' Equity:
Preferred stock $0.001 par value; 5,000,000 shares authorized; -0- and 777,654 issued and outstanding, respectively	0	0
Common stock $0.001 par value; 495,000,000 shares authorized; 59,827,210 and 45,566,363 shares issued and outstanding, respectively	59,828	45,567
Additional paid-in capital	81,273,471	80,939,618
Accumulated deficit	(81,686,225)	(80,603,069)
Total Cannabis Sativa, Inc. Stockholders' Equity (Deficit)	(352,926)	382,116
Non-Controlling Interest	1,378,613	1,290,566
Total Stockholders' Equity	1,025,687	1,672,682
Total Liabilities and Stockholders' Equity	$ 2,122,539	$ 2,570,791

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Issued	0	777,654
Preferred Stock, Shares Outstanding	0	777,654
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	495,000,000	495,000,000
Common Stock, Shares, Issued	59,827,210	45,566,363
Common Stock, Shares, Outstanding	59,827,210	45,566,363

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
Revenues	$ 271,207	$ 383,079	$ 939,772	$ 1,262,868
Cost of Revenues	102,472	149,943	328,481	479,173
Gross Profit	168,735	233,136	611,291	783,695
Operating Expenses
Professional fees	61,065	208,515	222,963	419,923
Depreciation and amortization	37,989	39,440	113,968	124,147
Wages and salaries	143,935	188,622	468,728	559,533
Advertising	1,637	1,599	9,113	33,128
General and administrative	145,633	177,658	435,221	534,022
Total Operating Expenses	390,259	615,834	1,249,993	1,670,753
Loss from Operations	(221,524)	(382,698)	(638,702)	(887,058)
Other (Income) and Expenses
Unrealized (gain) loss on investment	(28,800)	(300,295)	185,083	(404,937)
Employee Retention Credit	(139,970)	0	(139,970)	0
Loss on debt settlement	88,591	0	99,118	0
Loss on sale of investment securities	0	0	155,735	0
Interest expense	37,327	4,228	56,441	23,399
Total Other (Income) Expenses, Net	(42,852)	(296,067)	356,407	(381,538)
Loss Before Income Taxes	(178,672)	(86,631)	(995,109)	(505,520)
Income Taxes	0	0	0	0
Net Loss for the Period	(178,672)	(86,631)	(995,109)	(505,520)
Income (loss) attributable to non-controlling interest - PrestoCorp	49,076	(19,073)	88,047	3,494
Net Loss for the Period Attributable To Cannabis Sativa, Inc.	$ (227,748)	$ (67,558)	$ (1,083,156)	$ (509,014)
Net Loss for the Period per Common Share: Basic & Diluted	$ (0.00)	$ (0.00)	$ (0.02)	$ (0.01)
Basic & Diluted	52,119,640	44,797,896	48,676,647	35,674,130

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY - USD ($)	Total	Common Stock	Preferred Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Non Controlling Interest Prestocorp
Balance, shares at Dec. 31, 2021		30,746,865	777,654
Balance, amount at Dec. 31, 2021	$ 1,044,900	$ 30,748	$ 778	$ 79,151,240	$ (79,475,968)	$ 1,338,102
Net loss for period	(100,353)	$ 0	$ 0	0	(90,891)	(9,462)
Balance, shares at Mar. 31, 2022		30,746,865	777,654
Balance, amount at Mar. 31, 2022	944,547	$ 30,748	$ 778	79,151,240	(79,566,859)	1,328,640
Balance, shares at Dec. 31, 2021		30,746,865	777,654
Balance, amount at Dec. 31, 2021	1,044,900	$ 30,748	$ 778	79,151,240	(79,475,968)	1,338,102
Net loss for period	(505,520)
Balance, shares at Sep. 30, 2022		44,870,655	695,708
Balance, amount at Sep. 30, 2022	2,307,738	$ 44,871	$ 696	80,905,557	(79,984,982)	1,341,596
Balance, shares at Mar. 31, 2022		30,746,865	777,654
Balance, amount at Mar. 31, 2022	944,547	$ 30,748	$ 778	79,151,240	(79,566,859)	1,328,640
Net loss for period	(318,536)	$ 0	$ 0	0	(350,565)	32,029
Conversion of preferred to common (1:1), shares		131,880	(131,880)
Conversion of preferred to common (1:1), amount	0	$ 132	$ (132)	0	0	0
Conversion of preferred to common (19:1), shares		5,476,237	(288,223)
Conversion of preferred to common (19:1), amount	0	$ 5,476	$ (288)	(5,188)	0	0
Shares issued for services, shares		1,306,242	458,333
Shares issued for services, amount	350,507	$ 1,306	$ 458	348,743	0	0
Shares issued in consideration of notes and interest payable - related parties, shares		7,089,255
Shares issued in consideration of notes and interest payable - related parties, amount	1,417,851	$ 7,089	$ 0	1,410,762	0	0
Balance, shares at Jun. 30, 2022		44,750,479	815,884
Balance, amount at Jun. 30, 2022	2,394,369	$ 44,751	$ 816	80,905,557	(79,917,424)	1,360,669
Net loss for period	(86,631)	$ 0	$ 0	0	(67,558)	(19,073)
Conversion of preferred to common (1:1), shares		120,176	(120,176)
Conversion of preferred to common (1:1), amount	0	$ 120	$ (120)	0	0	0
Balance, shares at Sep. 30, 2022		44,870,655	695,708
Balance, amount at Sep. 30, 2022	2,307,738	$ 44,871	$ 696	80,905,557	(79,984,982)	1,341,596
Balance, shares at Dec. 31, 2022		45,566,363
Balance, amount at Dec. 31, 2022	1,672,682	$ 45,567	0	80,939,618	(80,603,069)	1,290,566
Net loss for period	(500,101)	$ 0	0	0	(522,922)	22,821
Common Stock Issued - Note Payable Conversion, shares		320,513
Common Stock Issued - Note Payable Conversion, amount	25,637	$ 321	0	25,316	0	0
Balance, shares at Mar. 31, 2023		45,886,876
Balance, amount at Mar. 31, 2023	1,198,218	$ 45,888	0	80,964,934	(81,125,991)	1,313,387
Balance, shares at Dec. 31, 2022		45,566,363
Balance, amount at Dec. 31, 2022	1,672,682	$ 45,567	0	80,939,618	(80,603,069)	1,290,566
Net loss for period	(995,109)
Balance, shares at Sep. 30, 2023		59,827,210
Balance, amount at Sep. 30, 2023	1,025,687	$ 59,828	0	81,273,471	(81,686,225)	1,378,613
Balance, shares at Mar. 31, 2023		45,886,876
Balance, amount at Mar. 31, 2023	1,198,218	$ 45,888	0	80,964,934	(81,125,991)	1,313,387
Net loss for period	(316,336)	$ 0	0	0	(332,486)	16,150
Shares issued for services, shares		2,450,000
Shares issued for services, amount	88,200	$ 2,450	0	85,750	0	0
Common Stock Issued - Note Payable Conversion, shares		1,711,397
Common Stock Issued - Note Payable Conversion, amount	39,000	$ 1,711	0	37,289	0	0
Balance, shares at Jun. 30, 2023		50,048,273
Balance, amount at Jun. 30, 2023	1,009,082	$ 50,049	0	81,087,973	(81,458,477)	1,329,537
Net loss for period	(178,672)	$ 0	0	0	(227,748)	49,076
Common Stock Issued - Note Payable Conversion, shares		9,778,937
Common Stock Issued - Note Payable Conversion, amount	195,277	$ 9,779	0	185,498	0	0
Balance, shares at Sep. 30, 2023		59,827,210
Balance, amount at Sep. 30, 2023	$ 1,025,687	$ 59,828	$ 0	$ 81,273,471	$ (81,686,225)	$ 1,378,613

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$ (995,109)	$ (505,520)
Adjustments to reconcile net loss for the period to net cash used in operating activities:
Unrealized loss (gain) on investments	185,083	(404,937)
Interest Expense - Default on Notes	21,223	0
Depreciation and amortization	113,968	124,147
Loss on debt settlement	99,231	0
Loss on sale of investment securities	155,735	0
Stock issued for services	88,200	350,507
Stock payable for services	319,701	206,946
Note payable issued for services	70,000	45,000
Write off of abandoned equipment	0	583
Changes in Assets and Liabilities:
Accounts payable and accrued expenses	(90,142)	47,020
Accrued interest - related parties	150	15,524
Net Cash Used in Operating Activities	(31,960)	(120,730)
Cash Flows from Investing Activities:
Cash purchase of equipment	0	(1,590)
Proceeds from sale of stock held for investment	9,040	0
Advances to related party	(19,388)	0
Net Cash Used in Investing Activities	(10,348)	(1,590)
Cash Flows from Financing Activities:
Proceeds from related parties notes payable, net	26,719	38,540
Proceeds from convertible note payable	33,056	104,250
Net Cash Provided by Financing Activities	59,775	142,790
NET CHANGE IN CASH	17,467	20,470
CASH AT BEGINNING OF PERIOD	97,445	194,060
CASH AT END OF PERIOD	114,912	214,530
Noncash investing and financing activities
Shares issued in consideration of notes and interest payable - related parties	30,000	1,417,851
Recognition of operating lease liability and right of use asset	0	56,595
Shares issued in consideration of convertible notes payable	$ 160,236	$ 0

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Organization and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Organization and Summary of Significant Accounting Policies

Organization and Summary of Significant Accounting Policies

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

Going Concern:

The Company has an accumulated deficit of $81,686,225 at September 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 nine months ended September 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 September 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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Intangibles and Goodwill

9 Months Ended

Sep. 30, 2023

Intangibles and Goodwill

Intangibles and Goodwill

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 September 30, 2023   and December 31, 2022:

	September 30, 2023			December 31, 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		(1,490,230	)		(1,376,467	)
Net Intangible Assets	$	45,180		$	158,943

Amortization expense for the three and nine months ended September 30, 2023 and 2022 was $37,921 (2022: $39,372) and $113,763 (2022: $123,942), respectively.

Amortization of intangibles through 2029 is: 

October 1, 2023 to September 30, 2024	$	40,744
October 1, 2024 to September 30, 2025		932
October 1, 2025 to September 30, 2026		932
October 1, 2026 to September 30, 2027		932
October 1, 2027 to September 30, 2028		932
October 1, 2028 to September 30, 2029		708

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 September 30, 2023 and December 31, 2022. The balance of goodwill at September 30, 2023 and December 31, 2022 was $1,837,202.

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Related Party Transactions

9 Months Ended

Sep. 30, 2023

Related Party Transactions

Related Party Transactions

3. Related Party Transactions

In addition to items disclosed in Note 6, the Company had additional related party transactions during the nine months ended September 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 nine months ended September 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 nine months ended September 30, 2023, the Company and Cathy Carroll, director, entered into a note payable for $45,000 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 $100,000 and $55,000 at September 30, 2023 and December 31, 2022, respectively.

During the nine months ended September 30, 2023, 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
	September 30, 2023
David Tobias, CEO & Director	$	59,420	$	12,482	$	71,902
New Compendium, greater than 10% Shareholder		-		1,906		1,906
Cathy Carroll, Director		100,000		986		100,986
Other Affiliates		4,000		1,150		5,150
Totals	$	163,420	$	16,524	$	179,944

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

At September 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 September 30, 2023 and December 31, 2022 the Company had stock payable in the amount $521,874 and $345,893 due to related parties; directors and contract officers.

Income Statement

	Nine months ended September 30, 2023		Nine months ended September 30, 2022
Directors' fee	$	35,625	$	45,000
Outside services		178,125		318,750
Management fee		77,201	141,000
Payroll expenses		37,044	-0-

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Investments

9 Months Ended

Sep. 30, 2023

Investments

Investments

4. Investments

At September 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 September 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 nine months ended September 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 September 30, 2023 and December 31, 2022 was $30,000 and $367,500 resulting in a gain (loss) of $28,800 (2022: $300,295) and ($337,500) (2022: $404,937) for the change in fair value during the three and nine months ended September 30, 2023 and 2022, respectively.

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Convertible Notes Payable

9 Months Ended

Sep. 30, 2023

Convertible Notes Payable

Convertible Notes Payable

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 nine months ended September 30, 2023, Diagonal converted $134,250 of their notes payable plus $26,435 of default proceeds and interest into 11,810,847 shares of common stock.  As of September 30, 2023 amount due to Diagonal is $34,250.

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 September 30, 2023 in the amount of $25,000. Total note payable at September 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.

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 $33,055. The maturity date is nine months after the issue date, accruing interest at 12% per annum and can be converted after 180 days from date of issue at a fixed rate of $0.01 per share.

At September 30, 2023 and December 31, 2022, accrued interest payable and interest expense on these notes was $14,433 and $4,546. Accrued interest payable is included in accounts payable and accrued expenses on the consolidated balance sheet.

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Stockholders Equity

9 Months Ended

Sep. 30, 2023

Stockholders Equity

Stockholders' Equity

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 nine months ended September 30, 2023, 11,811,847 shares of common stock were issued to convert $160,685 of a notes payable to a non-related party.  See Note 5.

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

Stock payable at September 30, 2023 consists of preferred shares and common shares owed to members of the board of directors for directors’ fees and contract services. These shares were valued at $521,874 based on the fair value of the Company’s common stock at the date of board authorization.

Stock payable at December 31, 2022 consists preferred shares and common shares, respectively, owed to members of the board of directors for directors’ fees and contract services. These shares were valued at $212,500, based on the fair value of the Company’s common stock at the date of board authorization.

Common shares were owed to various non-related vendors at September 30, 2023 and December 31, 2022 valued at $143,721 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 September 30, 2023, 44,425 shares were available for future issuance.

Warrants

At September 30, 2023 and December 31, 2022, the Company has outstanding warrants to purchase 50,000 shares of the Company’s common stock. As of September 30, 2023, the warrants have an exercise price of $2.00 and expire in July and August 2023. During the nine months ended September 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).

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and contingencies (Notes 6 and 8)

Commitments and Contingencies

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 October 1, 2023 to September 30, 2024	$	18,130
Less imputed interest		(443	)
Net lease liability		17,687
Current Portion		(17,687	)
Long-term portion	$	-0-

Rent expense for the three and nine months ended September 30, 2023 and 2022 was $9,119 (2022: $-0-) and $26,698 (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 September 30, 2023, no claims are outstanding.

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Proposed Merger with MJ Harvest Inc

9 Months Ended

Sep. 30, 2023

Proposed Merger with MJ Harvest Inc

Proposed Merger with MJ Harvest, Inc.

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.

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Subsequent Event

9 Months Ended

Sep. 30, 2023

Subsequent Event

Subsequent Event

9. Subsequent Event

Subsequent to September 30, 2023 the remaining convertible note of $34,250 was converted in full to 12,386,827 shares of common stock, which included $1,530 of accrued interest.

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Organization and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

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

Going Concern

The Company has an accumulated deficit of $81,686,225 at September 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 nine months ended September 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 September 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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Intangibles and Goodwill (Tables)

9 Months Ended

Sep. 30, 2023

Intangibles and Goodwill

Schedule of Intangible Assets

	September 30, 2023			December 31, 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		(1,490,230	)		(1,376,467	)
Net Intangible Assets	$	45,180		$	158,943

Schedule of amortization

October 1, 2023 to September 30, 2024	$	40,744
October 1, 2024 to September 30, 2025		932
October 1, 2025 to September 30, 2026		932
October 1, 2026 to September 30, 2027		932
October 1, 2027 to September 30, 2028		932
October 1, 2028 to September 30, 2029		708

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Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2023

Related Party Transactions

Schedule of related party advance and note payable

	Related party notes		Accrued interest		Total
	September 30, 2023
David Tobias, CEO & Director	$	59,420	$	12,482	$	71,902
New Compendium, greater than 10% Shareholder		-		1,906		1,906
Cathy Carroll, Director		100,000		986		100,986
Other Affiliates		4,000		1,150		5,150
Totals	$	163,420	$	16,524	$	179,944

	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

Schedule of Income Statement

	Nine months ended September 30, 2023		Nine months ended September 30, 2022
Directors' fee	$	35,625	$	45,000
Outside services		178,125		318,750
Management fee		77,201	141,000
Payroll expenses		37,044	-0-

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Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2023

Commitments and contingencies (Notes 6 and 8)

Schedule of future lease payments

From October 1, 2023 to September 30, 2024	$	18,130
Less imputed interest		(443	)
Net lease liability		17,687
Current Portion		(17,687	)
Long-term portion	$	-0-

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Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Accumulated deficit	$ (81,686,225)		$ (80,603,069)
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	50,000	175,000
Convertible Series A Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	777,654
Cannabis Sativa [Member] | Internet Domain Names [Member]
Equity Method Investment, Ownership Percentage	50.10%
Preferred Stock [Member]
Equity Method Investment, Ownership Percentage	51.00%

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Intangibles and Goodwill (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Total Intangibles	$ 1,535,410	$ 1,535,410
Less: Accumulated Amortization	(1,490,230)	(1,376,467)
Net Intangible Assets	45,180	158,943
Intellectual Property [Member] | Prestocorp [Member]
Total Intangibles	240,000	240,000
Cannabis Sativa [Member] | Internet Domain Names [Member]
Total Intangibles	13,999	13,999
K P A L [Member] | Patents And Trademarks [Member]
Total Intangibles	$ 1,281,411	$ 1,281,411

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Intangibles and Goodwill (Details 1)	Sep. 30, 2023 USD ($)
Intangibles and Goodwill
October 1, 2023 to September 30, 2024	$ 40,744
October 1, 2024 to September 30, 2025	932
October 1, 2025 to September 30, 2026	932
October 1, 2026 to September 30, 2027	932
October 1, 2027 to September 30, 2028	932
October 1, 2028 to September 30, 2029	$ 708

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Intangibles and Goodwill (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Amortization of Intangible Assets	$ 37,921	$ 39,372	$ 113,763	$ 123,942
Goodwill	1,837,202		1,837,202		$ 1,837,202
Prestocorp [Member] | August 1, 2017 [Member]
Impairment of goodwill			3,010,202
Cumulative impairment of goodwill	$ 1,173,000		$ 1,173,000		$ 1,173,000
Minimum [Member]
Finite-Lived Intangible Asset, Useful Life			5 years
Maximum [Member]
Finite-Lived Intangible Asset, Useful Life			10 years

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Related Party Transactions (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Notes Payable to Related Parties	$ 163,420	$ 91,700
Accrued interest - related parties	16,524	16,374
Total	179,944	108,074
New Compendium Affiliate [Member]
Notes Payable to Related Parties	0	0
Accrued interest - related parties	1,906	1,906
Total	1,906	1,906
Other Affiliates [Member]
Notes Payable to Related Parties	4,000	4,000
Accrued interest - related parties	1,150	1,000
Total	5,150	5,000
David Tobias, CEO &amp
Notes Payable to Related Parties	59,420	32,700
Accrued interest - related parties	12,482	12,482
Total	71,902	45,182
Cathy Carroll, Director
Notes Payable to Related Parties	100,000	55,000
Accrued interest - related parties	986	986
Total	$ 100,986	$ 55,986

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Related Party Transactions (Details 1) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Related Party Transactions
Directors' fee	$ 35,625	$ 45,000
Outside services	178,125	318,750
Management fee	77,201	141,000
Payroll expanses	$ 37,044	$ 0

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Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Interest Expense			$ 16,374	$ 66,872
Advances to related party	$ 75,054		$ 75,054		$ 55,666
Interest rate			12.00%
Cathy Carroll, Director
Compensation due for services			$ 45,000
Interest rate			8.00%
Note Payable	100,000		$ 100,000		55,000
Directors And Contract Officers [Member]
Stock payable due to related parties			626,796		345,893
David Tobias, Director
Advances to related party	75,054		$ 75,054		55,666
Interest rate			5.00%
Note Payable	22,721		$ 22,721
Consultant [Member]
Other General and Administrative Expense	0	$ 0	0	$ 26,389
MJ Harvest, Inc.
Due from related parties	75,054		75,054		55,666
Director
Due to related parties	$ 521,874		$ 521,874		$ 345,893
Minimum [Member]
Debt Instrument, Interest Rate, Stated Percentage	5.00%		5.00%
Maximum [Member]
Debt Instrument, Interest Rate, Stated Percentage	8.00%		8.00%

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Investments (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Stock Issued During Period, Shares, Purchase of Assets			0		8,238,769
Unrealized (gain) loss on investment			$ 155,735
C B D G [Member]
Share price					$ 0.20
Fair value of investment	$ 30,000		30,000		$ 367,500
Proceeds from sales of equity					$ 600,000
Percentage of voting share held by director					15.00%
Unrealized (gain) loss on investment	(28,800)	$ (300,295)	(337,500)	$ (404,937)
C B D G [Member] | Common Stock One [Member]
Stock Issued During Period, Shares, Purchase of Assets						1,500,000
C B D G [Member] | Preferred Stock One [Member]
Stock Issued During Period, Shares, Purchase of Assets						1,500,000
R E F G [Member]
Fair value of investment	$ 0		$ 0		$ 12,358

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Stockholders Equity (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Common Stock, Shares Authorized	495,000,000		495,000,000
Stock payable	521,874
Additional common shares owed to various non-related vendors, Amount	$ 2,450,000		$ 205,656
Stock issued for services	$ 88,200	$ 350,507
Warrants
Outstanding warrants	50,000		50,000
Exercise price			$ 2.00
2021 Stock Plan
Shares available for future issuance	44,425
2020 Stock Plan
Shares available for future issuance	1,000,000
Increased number of shares available for future issuance	2,000,000
Non Related Party [Member]
Common stock shares issued	11,811,847
Convertible notes payable	$ 160,685
Board of Directors [Member] | Common Stock [Member]
Stock payable	143,721		212,500

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Convertible Note Payable (Details Narrative) - USD ($)		9 Months Ended
	Jan. 02, 2023	Sep. 30, 2023	Jan. 01, 2023	Dec. 31, 2022	Nov. 07, 2022	Aug. 25, 2022
Principal Amount		$ 33,055
Interest rate		12.00%
Common Stock, Par or Stated Value Per Share		$ 0.01
Accrued interest payable and interest expense		$ 14,433		$ 4,546
Diagonal Lending, LLC [Member]
Principal Amount					$ 64,250	$ 104,250
Principal balance outstanding lowest trading price, percentage						65.00%
Common stock shares issued		11,810,847
Notes payable due		$ 34,250
Convertible notes payable		134,250
Notes Payable		26,435
Carolyn Merrill [Member]
Principal Amount			$ 72,262
Interest rate	8.00%
Compensation			$ 25,000
Agreement payment description	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
Notes Payable		$ 97,262

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Commitments and Contingencies (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Commitments and contingencies (Notes 6 and 8)
From October 1, 2023 to September 30, 2024	$ 18,130
Less imputed interest	443
Net lease liability	17,687
Current Portion	(17,687)	$ (28,736)
Long-term portion	$ 0	$ 10,232

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Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Recognition of operating lease liability and right of use asset			$ 56,595
Discount rate	10.00%		10.00%
Prestocorp [Member] | New York office Facilities
Description of lease			two-year term at $2,590 per month expiring in April 2024
Rent expense	$ 9,119	$ 0	$ 26,698	$ 21,325

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Subsequent Event (Details Narrative) - USD ($)	Oct. 01, 2023	Sep. 30, 2023	Dec. 31, 2022
Common stock, shares issued		59,827,210	45,566,363
Accrued interest		$ 14,433	$ 4,546
Subsequent Event
Common stock, shares issued	12,386,827
Convertible notes payable	$ 34,250
Accrued interest	$ 1,530