0001445866-14-001217.txt : 20141001 0001445866-14-001217.hdr.sgml : 20141001 20140930190237 ACCESSION NUMBER: 0001445866-14-001217 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140929 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141001 DATE AS OF CHANGE: 20140930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cannabis Sativa, Inc. CENTRAL INDEX KEY: 0001360442 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 201898270 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53571 FILM NUMBER: 141130840 BUSINESS ADDRESS: STREET 1: 1646 W. PIONEER BLVD. STREET 2: SUITE 120 CITY: MESQUITE STATE: NV ZIP: 89027 BUSINESS PHONE: 702-346-3906 MAIL ADDRESS: STREET 1: 1646 W. PIONEER BLVD. STREET 2: SUITE 120 CITY: MESQUITE STATE: NV ZIP: 89027 FORMER COMPANY: FORMER CONFORMED NAME: Ultra Sun Corp DATE OF NAME CHANGE: 20060424 8-K 1 cannabissativa8k09302014.htm 8-K cannabissativa8k09302014.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 29, 2014

CANNABIS SATIVA, INC.
(Exact name of registrant as specified in its charter)

Nevada
000-53571
20-1898270
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1646 W. Pioneer Blvd., Mesquite, NV 89027
(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code:  (702) 347-3906
__________________________________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Changes in Management

On September 29, 2014, the board of directors of Cannabis Sativa, Inc. (the “Registrant”) accepted the resignation of Barry Tobias from his position as a director of the Registrant.  Mr. Tobias indicated that he was resigning for personal reasons to pursue other interests and not due to any disagreement with the Registrant.

Also on September 29, 2014, the Registrant’s board of directors increased the size of the board of directors from five to seven and appointed Stephen Downing, Senator Mike Gravel and Judge James Gray as directors to fill the vacancies created by the resignation of Mr. Tobias and the increase in the size of the board.  Each of such persons is a stockholder of the Registrant.  Summary biographical information with respect to each of such persons is set forth below.

Stephen Downing.  Mr. Downing served as a member of the Los Angeles Police Department for 20 years.  He started as a patrol officer and rose through the ranks working assignments that included vice, narcotics, detectives, and staff and command positions, ultimately being appointed to the rank of Deputy Chief of Police, where he oversaw the LAPD’s Special Investigations and Personnel and Training Bureaus. While still on the force, Downing wrote for numerous network television series. After retiring from the LAPD, Mr. Downing expanded his creative endeavors into television production, working both as a writer and producer, ultimately becoming the executive producer/show runner of several series including MacGyver, Robocop, and Fx – The Series.  Mr. Downing has been semi-retired for the past 10 years.  During that time, because of his law enforcement experiences commanding the LAPD’s narcotic enforcement program, he has become a nationally recognized advocate for finding an exit strategy to end the war on drugs.  Mr. Downing currently divides his time between drug reform advocacy and his love of creative writing.  Mr. Downing served as a director of Kush from March 2013 to July 2014, prior to its acquisition by the Registrant.

Senator Mike Gravel.  Senator Gravel, retired, served as a U.S. Senator from Alaska from 1969 to 1981.  Senator Gravel sat on the Finance, Interior, Environmental and Public Works committees, and chaired the Energy, Water Resources, Buildings and Grounds and Environmental Pollution subcommittees.  Senator Gravel is best known for his work on the Vietnam War.  He filibustered for five months which contributed to the end of the military draft.  He challenged the U.S. Government by releasing the Pentagon Papers.  When the Nixon administration refused to allow the New York Times to publish information on the Pentagon Papers, Senator Gravel attempted to read the entire 7,000 pages of the document into the Senate record. The Supreme Court blocked his attempt.  Senator Gravel then wrote The Senator Gravel Edition, The Pentagon Papers in 1971.  He again had to go before the Supreme Court and received a ruling that affected the Speech and Debate Clause of the Constitution.  In retirement, Gravel has written two books, Jobs and More Jobs, and Citizen Power.  Senator Gravel served as a director of Kush from March 2013 to July, 2014, prior to its acquisition by the Registrant.

Judge James Gray.  From 2009 to the present, Judge Gray has been engaged in private mediation and arbitration for ADR Services, Inc. in Irvine, California.  Judge Gray started his law career serving as a prosecutor in the Los Angeles Federal Court. He next moved to the bench where he spent 25 years as an Orange County Superior Court Judge.  During his tenure as a judge, Judge Gray served in other capacities including the California Judicial Council, the Alcohol Advisory Board to the Orange County Board of Supervisors, and held an elected position as a member of the Executive Committee of the Orange County Superior Court.  Judge Gray has published several books, including Why Our Drug Laws Have Failed And What We Can Do About It – A Judicial Indictment Of The War On Drugs, Wearing the Robe: The Art and Responsibilities of Judging in Today’s Courts, and A Voter’s Handbook: Effective Solutions To America’s Problems.  Judge Gray served as a director of Kush from March 2013 to July, 2014, prior to its acquisition by the Registrant.

Compensation Arrangements

The Registrant plans to compensate the new directors by issuing to each of them, on an annual basis, shares of the Registrant’s common stock having a fair market value at the time of issuance of $50,000.  The specific terms of such compensation and the payment thereof will be set forth in a plan or plans to be adopted by the Registrant.
 
 
 
 
 
Item 7.01.                      Regulation FD Disclosure

On September 30, 2014, we issued a press release, a copy of which is attached hereto as Exhibit 99.1 announcing the changes to the Registrant’s board of directors.

Item 9.01.                      Financial Statements and Exhibits.

(d)  Exhibits

 
Exhibit
Number
  
SEC Reference Number
  
 
 
Title of Document
  
 
 
Location
             
99.1
  
99
  
Press Release dated September 30, 2014
  
This Filing

 
 
 

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 hereunto duly authorized.
 
 
Cannabis Sativa, Inc.
Date:  September 30, 2014
  
   
   
 
By:   /s/ Gary Johnson
 
Name:  Gary Johnson
 
Title:    President and CEO

 
 
 
 
 EX-99.1 2 exhibit99_1.htm EXHIBIT 99.1 exhibit99_1.htm
Exhibit 99.1

Cannabis Sativa, Inc. Announces the Appointment of Three Independent Directors

MESQUITE, NEVADA, September 30, 2014 -- Cannabis Sativa, Inc. (OTCQB: CBDS) announced today the appointment of three new independent directors: Former LAPD Deputy Police Chief and T.V. producer Stephen Downing; Former Senator Mike Gravel; and Former Superior Court Judge James P. Gray.  “The appointment of these outstanding individuals brings impeccable credentials and an impressive record of public service to our board and we are excited to have them join us as we continue our efforts to grow the Company,” said Steve Kubby, Chairman. “We believe that the appointment of these outside, independent directors will enhance the Company’s corporate governance practices and that the new directors will provide a valuable outside perspective to the board.”

Below is brief biographical information with regard to the new directors, each of whom is a stockholder of the Company.

Stephen Downing.  Mr. Downing served as a member of the Los Angeles Police Department for 20 years.  He started as a patrol officer and rose through the ranks working assignments that included vice, narcotics, detectives, and staff and command positions, ultimately being appointed to the rank of Deputy Chief of Police, where he oversaw the LAPD’s Special Investigations and Personnel and Training Bureaus. While still on the force, Downing wrote for numerous network television series. After retiring from the LAPD, Mr. Downing expanded his creative endeavors into television production, working both as a writer and producer, ultimately becoming the executive producer/show runner of several series including MacGyver, Robocop, and Fx – The Series.  Mr. Downing has been semi-retired for the past 10 years.  During that time, because of his law enforcement experiences commanding the LAPD’s narcotic enforcement program, he has become a nationally recognized advocate for finding an exit strategy to end the war on drugs.  Mr. Downing currently divides his time between drug reform advocacy and his love of creative writing.  Mr. Downing served as a director of Kush from March 2013 to July 2014, prior to its acquisition by the Registrant.

Senator Mike Gravel.  Senator Gravel, retired, served as a U.S. Senator from Alaska from 1969 to 1981.  Senator Gravel sat on the Finance, Interior, Environmental and Public Works committees, and chaired the Energy, Water Resources, Buildings and Grounds and Environmental Pollution subcommittees.  Senator Gravel is best known for his work on the Vietnam War.  He filibustered for five months which contributed to the end of the military draft.  He challenged the U.S. Government by releasing the Pentagon Papers.  When the Nixon administration refused to allow the New York Times to publish information on the Pentagon Papers, Senator Gravel attempted to read the entire 7,000 pages of the document into the Senate record. The Supreme Court blocked his attempt.  Senator Gravel then wrote The Senator Gravel Edition, The Pentagon Papers in 1971.  He again had to go before the Supreme Court and received a ruling that affected the Speech and Debate Clause of the Constitution.  In retirement, Gravel has written two books, Jobs and More Jobs, and Citizen Power. Senator Gravel served as a director of Kush from March 2013 to July, 2014, prior to its acquisition by the Registrant.

Judge James Gray.  From 2009 to the present, Judge Gray has been engaged in private mediation and arbitration for ADR Services, Inc. in Irvine, California.  Judge Gray started his law career serving as a prosecutor in the Los Angeles Federal Court. He next moved to the bench where he spent 25 years as an Orange County Superior Court Judge.  During his tenure as a judge, Judge Gray served in other capacities including the California Judicial Council, the Alcohol Advisory Board to the Orange County Board of Supervisors, and held an elected position as a member of the Executive Committee of the Orange County Superior Court.  Judge Gray has published several books, including Why Our Drug Laws Have Failed And What We Can Do About It – A Judicial Indictment Of The War On Drugs, Wearing the Robe: The Art
 
 
 
 
 
and Responsibilities of Judging in Today’s Courts, and A Voter’s Handbook: Effective Solutions To America’s Problems.  Judge Gray served as a director of Kush from March 2013 to July, 2014, prior to its acquisition by the Registrant.

The Company also announced that Barry Tobias resigned as a director of the Company for personal reasons to pursue other interests.

About CBDS
Cannabis Sativa, Inc. is engaged through its recently acquired subsidiary, Kush, in the research, development and licensing of specialized natural cannabis products, including cannabis formulas, edibles, topicals, strains, recipes and delivery systems.  CBDS also offers the Skin Garden line of cosmetic products through its subsidiary, Wild Earth Naturals, which are designed to use organic and natural ingredients, including hemp seed oil, to benefit inner wellbeing as well as outward appearance.

Forward-Looking Statements
This press release contains "forward-looking statements." Although the forward-looking statements in this release reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission, including the risk factors that attempt to advise interested parties of the risks that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release.
 
CONTACT:

(702) 345-4074
Email - info@cannabissativainc.com